SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended March 31, 2000.

[ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from ------------ to --------------.


         Commission file number: 0-29865
                                 -------


                              PREMIER BRANDS, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)





             Utah                                      33-0489616
            ------                                     -----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                             ----------------------
                           (Issuer's telephone number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes XX                    No
                                       ----


         The number of outstanding  shares of the issuer's common stock,  $0.001
par value,  as of March 31, 1999 was  4,208,319,  and the number of  outstanding
shares of the issuer's preferred stock,  $0.001 par value, is (0).

<PAGE>



                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.................................................3

         Condensed Balance Sheets as of March 31, 2000
           and December 31, 1999............................................F-1

         Condensed Statements of Operations
            for the Three-Month Periods Ended March 31, 2000 and 1999.......F-2

         Condensed Statements of Cash Flows
            for the Six Month Periods Ended March 31, 2000 and 1999.........F-3

         Notes to Unaudited Condensed Financial Statements..................F-4


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.................................4


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.....................................................5

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................5

Signatures....................................................................6






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<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

         As used herein,  the term "Company"  refers to Premier Brands,  Inc., a
Utah  corporation,  and  its  subsidiaries  and  predecessors  unless  otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended March 31, 2000
and statements of operations and statements of cash flows for the interim period
up to the date of such balance sheet and the comparable  period of the preceding
year are attached hereto as Pages F-1 through F-4 and are incorporated herein by
this reference.

         The consolidated  financial  statements for the Company included herein
are unaudited but reflect, in management's opinion, all adjustments,  consisting
only of normal recurring adjustments, that are necessary for a fair presentation
of the Company's  financial  position and the results of its  operations for the
interim periods presented.  Because of the nature of the Company's business, the
results  of  operations  for the  three  months  ended  March  31,  2000 are not
necessarily  indicative  of the results that may be expected for the full fiscal
year.  The financial  statements  included  herein should be read in conjunction
with the financial  statements and notes thereto  included in the Company's Form
10-SB for the year ended December 31, 1999.






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                                        3


<PAGE>



<TABLE>

                                            PREMIER BRANDS, INC.
                                               Balance Sheets
<CAPTION>

                                                                 --------------   ----------------
                                                                     March 31,       December 31,
                                                                       2000             1999
                                                                ----------------  ------------------
                                                                     (Unaudited)     (Audited)
<S>                                                              <C>            <C>
ASSETS

Current Assets:

Cash in Bank                                                       $     72,591  $      104,000
                                                                     ----------   -------------

     Total Current Assets                                          $     72,591  $      104,000

     Total Assets                                                  $     72,591  $      104,000
                                                                     ==========   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts Payable                                                   $     23,375   $      33,375
Settlement Payable                                                       49,000          49,000
Accrued Expenses                                                         12,607          27,607
Income Taxes Payable                                                        800             800
                                                                     ----------   -------------
     Total Current Liabilities                                     $     85,782   $     110,782

Commitment and Contingencies                                                  0               0

Stockholders' Equity

Convertible Preferred Stock, 5,000,000 authorized                             0               0
 shares, $0.001 par value, none issued
Common Stock, 100,000,000 Shares Authorized                               4,208           4,208
 $.001 par value,  4,208,319 and 4,208,319 shares
  issued and outstanding
Paid In Surplus                                                       3,584,933       3,584,933
Treasury Stock                                                          (20,000)        (20,000)
Retained Earnings                                                    (3,582,332)     (3,575,923)
                                                                     ----------   -------------
     Total Stockholders' Equity                                   $     (13,191)  $      (6,782)
                                                                     ----------   -------------
     Total Liabilities and Stockholders' Equity                   $      72,591   $     104,000
                                                                     ===========   ============

</TABLE>


                                                        F-1

<PAGE>




                              PREMIER BRANDS, INC.
                             Statement of Operations
                                   (Unaudited)

                                               For the Three Months Ended
                                                     March 31,
                                          2000                   1999
                                       ===============      =================
Revenues:
Net Sales                           $                0  $                   0
                                       ---------------      -----------------

        Total Revenues              $                0  $                   0
                                       ---------------      -----------------

Operating Expenses:
Selling, General, and               $            6,409  $             196,533
    Administrative Expenses
                                       ---------------      -----------------

Loss Before Taxes                               (6,409)              (196,533)

Income Taxes                                         0                      0
                                       ---------------

Net Loss                            $           (6,409)  $           (196,533)
                                       ===============      =================

Net Loss Per Share                  $           (0.002)  $             (0.046)

Weighted Average Number                      4,207,850              4,207,850
   of Shares Outstanding








                                       F-2

<PAGE>



<TABLE>

                                            PREMIER BRANDS, INC.
                                          Statements of Cash Flows
                                                 (Unaudited)

<CAPTION>

                                                                        For the Three Months Ended
                                                                              March 31,
                                                                         2000              1999
                                                                 ================    ================
<S>                                                          <C>                  <C>
Cash Flows from Operating Activities

Net Income (Loss)                                             $            (6,409) $         (196,533)

Adjustments to Reconcile Excess Contributions
  to cash provided from operations:

     Accrued Expenses                                                     (25,000)             (2,000)
                                                                 ----------------    ----------------
     Total Adjustments                                        $           (25,000) $           (2,000)
                                                                 ================    ----------------
Net Cash used in Operating Activities                         $           (31,409) $         (198,533)
                                                                 ----------------    ----------------

Cash Flows from Investing Activities

Net Cash used in Investing Activities                         $                 - $                 -
                                                                  ----------------    ---------------

Cash Flows from Financing Activities

     Collections on Common Stock Subscriptions                                  -              12,000
                                                                 ----------------    ----------------

Net Cash used in Financing Activities                         $                 - $            12,000
                                                                 ----------------    ----------------

Net Increase (Decrease) in Cash                                           (31,409)           (186,533)

Cash Balance, Begin of Period                                 $           104,000 $           189,689
                                                                 ----------------    ----------------

Cash Balance, End of Period                                   $            72,591 $             3,156
                                                                 ================    ================
</TABLE>




                                                        F-3

<PAGE>



                              PREMIER BRANDS, INC.
                         Notes to Financial Statements


1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's Form 10-SB for the fiscal year ended December 31, 1999. These
statements  do  include  all  normal  recurring  adjustments  which the  Company
believes  necessary  for a fair  presentation  of the  statements.  The  interim
operations  results are not  necessarily  indicative of the results for the full
year ended December 31, 2000.

2.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the  Company's  Report  on Form  10-SB for the year  ended  December  31,  1999.
Therefore, those footnotes are included herein by reference.






                                       F-4


<PAGE>



ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


As used  herein  the term  "Company"  refers to  Premier  Brands,  Inc.,  a Utah
corporation,  and its predecessors,  unless the context indicates otherwise. The
Company is currently a shell company whose purpose will be to acquire operations
through an acquisition, merger or beginning its own start-up business.

The Company is in the process of  attempting to identify and acquire a favorable
business  opportunity.  The  Company  has  reviewed  and  evaluated  a number of
business ventures for possible  acquisition or participation by the Company. The
Company has not entered into any  agreement,  nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities  as they  become  available  and will  seek to  acquire  or become
engaged  in  business  opportunities  at  such  time as  specific  opportunities
warrant.

Results of Operations

The Company had no sales  revenues  for the three months ended March 31, 2000 or
1999. The Company had no sales for the three months ended March 31, 2000 or 1999
because it is a shell company that has not had any business  operations  for the
past three years.

The Company had no costs of sales  revenues for the three months ended March 31,
2000 or  1999  because  it is a  shell  company  that  has not had any  business
operations for the past three years.

The Company had selling,  general and administrative  expenses of $6,409 for the
three-month period ended March 31, 2000,  compared to $196,533 selling,  general
and administrative expenses for the same period in 1999.

The Company  recorded a net loss of $6,409 for the three  months ended March 31,
1999, compared to a $196,533 net loss for the same period in 1999.

                                        4


<PAGE>



Capital Resources and Liquidity

At March 31,  2000,  the Company had total  current  assets of $72,591 and total
assets of $72,591,  as compared to $104,000  current  assets and $104,000  total
assets at December 31, 1999.  The Company had a net working  capital  deficit of
$13,191 at March 31, 2000 as compared to a working  capital deficit of $6,782 at
December 31,1999.

Net  stockholders'  deficit in the Company was $13,191 as of March 31, 2000,  as
compared to $6,782 as of December 31, 1999.

PART II-OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

On March 23, 2000, the Company  entered into a Settlement  Agreement and Release
with Tim Flatt and his spouse, Cheryl Flatt with regard to the rights which they
had received by assignment (on November 8, 1999) in connection  with the October
28, 1997  default  judgment  entered  against  the Company by the United  States
Bankruptcy  Court for the  Western  District  of  Oklahoma  in the case of In re
Sports  Heroes,  Inc.,  Case  No.  96-14111-BH.  The  Company  had not  declared
bankruptcy, nor was it a debtor in bankruptcy;  rather, the proceedings involved
a  completely  unaffiliated  entity  claiming the Company owed it money and that
such amount owed to it was an asset of its bankruptcy  estate. The amount of the
original  default  judgment was $13,500,  plus interest and attorney  fees.  The
Settlement  Agreement  and  Release  gave the Flatts a total of $18,250  cash in
exchange for a complete release of all claims related to the default judgment, a
complete  release of any  shareholder  claims the Flatts  might ever have or may
have had, and a general  release of all claims  either the Flatts or the Company
may have against the other, of any nature whatsoever.

On March 24, 2000, the Flatts also caused a Release and Satisfaction of Judgment
to be filed with the United States  Bankruptcy Court for the Western District of
Oklahoma  in the  Sports  Heroes  case.  The  Sports  Heros  case has also  been
discussed in the "Legal  Proceedings"  section of the Company's Form 10-SB filed
with the SEC on or about March 8, 2000.

ITEM 6.           EXHIBITS

(a)  Exhibits.  Exhibits  required to be attached by Item 601 of Regulation  S-B
     are listed in the Index to Exhibits on page 7 of this Form 10-QSB,  and are
     incorporated herein by reference.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10-QSB.



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                                        5


<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, this 19th day of May, 2000.

                   PREMIER BRANDS, INC.


                   /s/ Bruce M. Pritchett                       May 19, 2000
                   -------------------------
                   Bruce M. Pritchett
                   President/ CEO and Director

                                        6


<PAGE>


EXHIBIT INDEX

Exhibit No.              Page No.                  Description

27                        --                       Financial Data Schedule "CE"




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