_
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB
                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended October 27, 2002
                                       OR
                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT
             For the transition period from __________ to __________
                         Commission file number 33-42701

                             PREMIER CONCEPTS, INC.
                     (Exact Name of Small Business Issuer as
                            Specified in its Charter)


           Colorado                                        84-1186026
    --------------------                              -----------------
(State or other jurisdiction                            (IRS Employer)
of incorporation or organization)                   Identification Number)

       3801 William D Tate Avenue, Suite 100, Grapevine, TX    76051
            (Address of principal executive offices)         (Zip Code)

            3033 South Parker Road, Suite 120, Aurora,      CO 80014
         (Former address of principal executive offices)   (Zip Code)

                                 (817) 421-0057
                (Issuer's telephone number, including area code)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

As of October 27, 2002,  the  Registrant  had 3,735,158  shares of its $.002 par
value Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                       1
<PAGE>







                                      INDEX



PART I.  FINANCIAL INFORMATION                                              Page

Item 1.  Financial Statements                                                 3
         Condensed Balance Sheet as of October 27, 2002                       4
         Condensed Statements of Operations for the Three Months Ended
         October 27,2002 and October 28, 2001                                 5
         Condensed Statements of Operations for the Nine Months Ended
         October 27, 2002 and October 28, 2001                                6
         Condensed Statements of Cash Flows for the Nine Months Ended
         October 27, 2002 and October 28, 2001                                7
         Notes to Condensed Financial Statements                              8

Item 2.  Management's Discussion and Analysis of Financial Conditions and
         Results of Operations                                               10

Item 3.  Controls and Procedures                                             24

PART II. OTHER INFORMATION                                                   25

Item 1.  Legal Proceedings                                                   25
Item 2.  Changes in Securities                                               26
Item 3.  Defaults Upon Senior Securities                                     27
Item 4.  Submission of Matters to a Vote of Security Holders                 27
Item 5.  Other Information                                                   27
Item 6.  Exhibits and Reports on Form 8-K                                    28
         Signatures and Section 906 Certification                            28
         Exhibit 99-1 Certification of CEO                                   29


















                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The method of financial reporting is a fifty-two - fifty-three (52-53) week
fiscal year ending on the last Sunday in January of each year. The accompanying
condensed balance sheet at October 27, 2002, condensed statements of operations
for the three and nine months ended October 27, 2002, and October 28, 2001, and
condensed statements of cash flows for the nine months ended October 27, 2002,
and October 28, 2001 have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission for interim reporting and
include all adjustments (consisting only of normal recurring adjustments) that
are, in the opinion of management, necessary for a fair presentation. These
financial statements have not been audited.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations for
interim reporting. The Company believes that the disclosures contained herein
are adequate to make the information presented not misleading. However, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report for the period ended
January 27, 2002, which is included in the Company's Form 10-KSB/A-2 dated
January 27, 2002. The financial data for the interim periods presented may not
necessarily reflect the results to be anticipated for the complete year. Certain
reclassifications of the amounts presented for the comparative period have been
made to conform to the current presentation.

                           Forward-Looking Statements

In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are thus prospective. The forward-looking
statements contained herein are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, competitive pressures, changing economic conditions,
those discussed in the Section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and other factors, some of which
will be outside the control of Premier Concepts. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. Premier Concepts undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should refer to and
carefully review the information in future documents Premier Concepts files with
the Securities and Exchange Commission.


                                       3
<PAGE>


PREMIER CONCEPTS, INC.
CONDENSED BALANCE SHEET
As of October 27, 2002
(Unaudited)

ASSETS:

Current assets:
 Cash and cash equivalents .................................     $   612,523
 Marketable equity securities, net..........................          67,550
 Merchandise inventories ...................................       1,486,495
 Prepaid expenses and other current assets..................         102,017
                                                                   -----------
     Total current assets ..................................       2,268,585
Property and equipment, net ................................       1,110,573
Other assets:
 Marketable equity securities, net..........................         405,000
 Trademarks, net ...........................................          16,534
 Website development costs, net ............................         118,912
 Other .....................................................          51,359
                                                                   -----------
     Total assets ..........................................     $ 3,970,963
                                                                   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
 Notes payable .............................................     $   274,426
 Accounts payable ..........................................       1,069,915
 Accrued expenses ..........................................         737,456
                                                                   -----------
     Total current liabilities .............................       2,081,797
Deferred rent ..............................................         249,886
                                                                   -----------
     Total liabilities .....................................       2,331,683
                                                                   -----------
Stockholders' equity:
 Preferred stock, $.10 par value, 20,000,000 shares authorized;        --
   no shares issued and outstanding
 Comm  Common stock, $.002 par value; 850,000,000 shares authorized;   7,470
 3,735,158 shares issued and outstanding at October 27, 2002
 Additional paid-in capital .................................      9,410,518
 Subscribed, unissued common stock ............................      513,331
 Deferred compensation ........................................     (149,397)
 Accumulated deficit ..........................................   (8,142,642)
                                                                  -----------
   Total stockholders' equity .................................    1,639,280
                                                                  -----------
     Total liabilities and stockholders' equity ...............  $ 3,970,963
                                                                  ===========
See accompanying notes to condensed financial statements.


                                       4
<PAGE>







PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended October 27, 2002 and October 28, 2001
(Unaudited)

                                                      Three Months Ended
                                                 27-Oct-02        28-Oct-01
                                                -----------      -----------

Revenues ..................................     $ 2,197,677      $ 2,235,822
Cost of goods sold ........................         678,385          709,337
                                                -----------      -----------
  Gross margin ............................       1,519,292        1,526,485
Operating expenses:
  Personnel ...............................         789,892          789,957
  Occupancy ...............................         706,075          718,763
  Other selling, general and administrative         426,958          333,807
  Depreciation and amortization ...........         218,642          136,108
                                                -----------      -----------
    Total operating expenses ..............       2,141,567        1,978,635
                                                -----------      -----------
Operating loss ............................        (622,275)        (452,150)
                                                -----------      -----------
Other income (expenses):
  Interest income .........................             318            2,846
  Interest expense ........................          (7,770)          (6,929)
  Unrealized loss from marketable securities        (25,350)         (36,800)
  Other ...................................            (560)          30,407
                                                -----------      -----------
    Other, net ............................         (33,362)         (10,476)
                                                -----------      -----------
Net loss ..................................     $  (655,637)     $  (462,626)
                                                ===========      ===========
Net loss per common share, basic and diluted    $     (0.18)     $     (0.21)
                                                ===========      ===========
Weighted average shares outstanding ........      3,729,883        2,190,158
                                                ===========      ===========

See accompanying notes to condensed financial statements.








                                       5
<PAGE>








PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the Nine Months Ended October 27, 2002 and October 28, 2001
(Unaudited)
                                                       Nine Months Ended
                                                       ----------------
                                                  27-Oct-02       28-Oct-01

Revenues ..................................     $ 6,991,180      $ 7,182,268
Cost of goods sold ........................       2,227,011        2,225,892
                                                -----------      -----------
  Gross margin ............................       4,764,169        4,956,376
Operating expenses:
  Personnel ...............................       2,406,833        2,512,938
  Occupancy ...............................       2,065,705        2,095,602
  Other selling, general and administrative       1,639,190        1,068,640
  Depreciation and amortization ...........         507,338          412,731
                                                -----------      -----------
    Total operating expenses ..............       6,619,066        6,089,911
                                                -----------      -----------
Operating loss ............................      (1,854,897)      (1,133,535)
                                                -----------      -----------
Other income (expenses):
  Interest income .........................           3,164           11,591
  Interest expense ........................         (20,838)         (24,706)
  Unrealized loss from marketable securities        (47,200)         (36,800)
  Other ...................................         (15,396)          33,396
                                                -----------      -----------
    Other, net ............................         (80,270)         (16,519)
                                                -----------      -----------
Net loss ..................................     $(1,935,167)    $ (1,150,054)
                                                ===========      ===========
Net loss per common share, basic and diluted    $     (0.55)     $     (0.66)
                                                ===========      ===========
Weighted average shares outstanding ........      3,511,494        1,751,311
                                                ===========      ===========

See accompanying notes to condensed financial statements.





                                       6
<PAGE>





PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 27, 2002 and October 28, 2001
(Unaudited)

                                                      Nine Months Ended
                                                      -----------------
                                                27-Oct-02        28-Oct-01
                                               -----------     ------------

Cash flows from operating activities:
  Net loss ..............................     $(1,935,167)     $(1,150,054)
  Adjustments to reconcile net loss to
  net cash from operating activities:
 Amortization of stock and warrants issued
 for services ...........................         538,367           23,425
 Depreciation and amortization ..........         507,338          412,730
 Unrealized loss in market value of marketable
 securities, net...........................        47,200           36,800
 Changes in operating assets and liabilities:
   (Increase) decrease in:
     Merchandise inventories ..............      (116,155)          62,272
     Other assets .........................        56,232           80,145
   Increase (decrease) in:
     Accounts payable and accrued expenses        492,013          (12,916)
     Other liabilities ....................       (51,662)          (4,842)
                                               -----------      -----------
      Net cash used by operating activities      (461,834)        (552,440)
                                               -----------      -----------
Cash flows from investing activities:
 Capital expenditures ......................      (41,901)        (115,152)
                                               -----------      -----------
       Net cash used by investing activities      (41,901)        (115,152)
                                               -----------      -----------
Cash flows from financing activities:
 Proceeds from sale of common stock ........      580,000          266,511
 Proceeds from exercise of common stock options    60,057             --
 Issuance of note payable .....................    64,665           26,734
 Payments on notes payable ....................  (167,242)        (107,838)
                                               -----------      -----------
     Net cash provided by financing activities    537,480          185,407
                                               -----------      -----------
Increase (decrease) in cash and cash equivalents   33,745         (482,185)
Cash and cash equivalents, beginning of period    578,778          691,693
                                               -----------      -----------
Cash and cash equivalents, end of period .....$   612,523      $   209,508
                                               ===========      ===========

See accompanying notes to condensed financial statements.


                                        7


<PAGE>


                             PREMIER CONCEPTS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                October 27, 2002
                                   (UNAUDITED)
                              Stockholders' Equity
On March 18, 2002, we completed a $150,000 private placement with an investor
for the sale of 300,000 shares of our $.002 par value common stock at a price of
$0.50 per share. In addition, the investor received stock purchase warrants to
purchase a total of 100,000 shares of common stock at $1.50 per share, and an
additional 100,000 shares of common stock at $2.00 per share.

In April 2002, we completed an exchange of common stock with a group of
investors. In a series of transactions we acquired 200,000 shares of IVAT
Industries, Inc. ("IVAT"), and 400,000 shares of Beechport Capital
Corp.("Beechport"), in exchange for 500,000 shares of Premier Concepts, Inc.
common stock. The recorded fair value of the securities at April 28, 2002 was
$250,000. On July 18, Premier exchanged all of its IVAT and Beechport investment
for 100,000 shares of Lifestyle Innovations, Inc. ("Innovations"). The
transaction was valued at $375,000, based upon the closing price for Innovations
on July 18, 2002 and the $125,000 difference between the value of Innovations
and the recorded value of IVAT and Beechport was recorded as additional paid-in
capital. The investment in Innovations is restricted from sale in the open
market under Section 144. In addition, due to the limited trading volume of
Innovations common stock, it is likely that only limited quantities of the stock
will be able to be sold in the open market, accordingly, we believe the fair
value of the investment is less than the recorded value under FAS No. 115. Due
to the size of the investment and its limited trading volume, there can be no
assurance that we will realize the recorded value of this investment.

During the three months ended April 28, 2002, 850,000 options to purchase shares
of common stock were issued to certain consultants in connection with various
consulting agreements to provide accounting, legal, marketing, and general
business advisory services. The terms of the agreements vary from one to three
years. The option exercise prices were determined by the closing price of our
common stock on the date of grant and range from $.58 to $.65 per share. The
fair value of the options granted were determined by the Black-Scholes pricing
model, using volatility indexes ranging from 161.6% to 166.1%, and risk-free
interest rates ranging from 3.52% to 4.16%. All options granted are fully vested
at issuance and have a term of three years. The fair value of these options is
$419,000 and was charged to operations as professional fees during the quarter
ended April 28, 2002.

On June 14, 2002 we issued 20,000 shares of our common stock to our former
principal accounting officer who did not relocate with the Company to Grapevine,
Texas. The common stock was valued at $1.00 per share for services rendered.




                                       8
<PAGE>



On July 3, 2002 we received $48,057 for exercise of common stock options. The
shares had not been issued at October 27, 2002, accordingly the Company recorded
the proceeds as subscribed, unissued common shares.

On July 11, 2002, we executed an agreement with a company to modify and enhance
our existing web site. The agreement required us to issue 100,000 shares of our
restricted common stock and make a cash payment of $5,000, plus any applicable
sales taxes. The transaction was recorded based upon the closing price of
Premier's common stock on July 11, 2002 of $.85 per share. Since the shares were
not issued at October 27, 2002, the transaction is recorded as $85,000 of
subscribed, unissued common stock.

On August 12, 2002 we received $12,000 for the exercise of common stock options
for 20,000 shares of our $0.02 par value common stock at an option price of
$0.60 per share. The shares were issued on August 22, 2002.

On September 18, 2002, we completed a $280,000 private placement with two
investors for the sale of 448,000 shares of our $.002 par value common stock at
a price of $0.625 per share. The shares had not been issued at October 27, 2002,
accordingly the Company recorded the proceeds as subscribed, unissued common
shares.

On October 25, 2002 we opted to exercise our right to convert a $100,000 note
payable to common stock. The convertible note was issued to a vendor in January
2002 in payment for a portion of our payables balance due the vendor at that
time. The note provided that we could, at our option, convert the note to our
$0.02 par value common stock on a dollar for dollar basis of the average of our
closing share price on the three days prior to conversion discounted by 20%.
Based on these terms we recorded $100,274 subscribed shares to convert the note
and accrued interest to common stock.

















                                       9
<PAGE>



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


The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report.

                               Retail Fiscal Year

The method of financial reporting is a fifty-two to fifty-three (52-53) week
fiscal year ending on the last Sunday in January of each year. Likewise,
reporting quarters end on the Sunday closest to the calendar end of April, July
and October. Each reporting quarter contains 13 weeks of operations.

                     Seasonality and Quarterly Fluctuations

Our faux jewelry chain, operating under the trade names Impostors, Elegant
Pretenders and Joli Joli, historically has realized lower sales during the first
three quarters which has resulted in incurring operating losses during those
quarters. To this end, we have generated an operating loss during the Three and
Nine Months Ended October 27, 2002 of $622,275 and $1,854,897, as compared to an
operating loss of $452,150 and $1,133,535 for the Three and Nine Months Ended
October 28, 2001, respectively.

Our retail business is highly seasonal with our mall locations generating
approximately 20% of revenues during the December holiday season. Our 11 tourist
locations experience fluctuations, based upon such factors as seasonality,
economic conditions and other factors affecting tourism in their particular
locations.

Liquidity and Capital Resources - October 27, 2002 Compared to January 27, 2002

At October 27, 2002 our operating cash balance of $612,523 was approximately 6%
greater than the cash balance of $578,778 at January 27, 2002.

During the Nine Months Ended October 27, 2002, merchandise inventories increased
$116,155. Our inventory historically increases in the late third quarter as we
begin to buy merchandise for the holiday selling season.










                                       10
<PAGE>



Prepaid expenses and other current assets, which generally include prepaid
operating expenses and accounts receivable, decreased $56,232, principally due
to the collection of a $25,000 insurance claim receivable, the receipt of $
10,000 in licensee revenue receivable, and the amortization of $ 16,000 in
prepaid insurance premiums.

On January 17, 2002, we executed private placement agreements with two investors
for the sale of 300,000 shares of our $.002 par value common stock at a price of
$0.50 per share. In addition, the investors received stock purchase warrants to
purchase a total of 100,000 shares of common stock at $1.50 per share, and
100,000 shares of common stock at $2.00 per share. The proceeds of $150,000 were
received on January 28, 2002 and as such, were classified as stock subscriptions
at January 27, 2002.

Our investment in the common stock of SGD Holdings was restricted from sale in
the open market under Section 144 until July 29, 2002. At July 29, 2002 this
restriction expired and the $67,550 net value of the stock at October 27, 2002
was reclassified as a current asset.


As a  result  of  the  foregoing,  current  assets  increased  by  $24,890  from
$2,243,695 at January 27, 2002 to $2,268,585 at October 27, 2002.

For the Nine Months Ended October 27, 2002, accounts payable and accrued
expenses increased $492,013, or approximately 37.4%. The increase is the result
of the build up in inventory for the holiday selling season mentioned above. In
addition, $153,200 in increased accrued rent and lease settlement expense
related primarily to the closing of the Pointe Orlando and New Orleans retail
stores in November 2002, the closing of the Aurora, Colorado corporate office
June 2002 and provision for percentage of sales rent expense for our San
Francisco retail store. Accounts payable and accrued expenses primarily include
amounts payable to merchandise vendors and other suppliers of products and
services used in the ordinary course of business.

Notes payable decreased by $202,851. This decrease is the result of regularly
scheduled payments made of $167,242 and the conversion a $100,274 note payable
to common stock as previously mentioned. In February two short-term notes in the
amount of $36,665 were issued to finance a portion of our commercial liability
insurance package. The notes bear interest at 6.84%, require monthly principal
and interest payments of $7,916, and matured on September 19, 2002. On July 24,
2002 the Company executed a $28,000 note to finance a portion of its directors
and officers insurance. The note bears interest at 11%, requires monthly
payments of $3,256 and matures on April 17, 2003.

Included in notes payable is a bank note with a principal balance of $180,198 at
October 27, 2002. The note requires monthly principal and interest payments of
$8,000. The note


                                       11
<PAGE>


bears interest at the bank's prime lending rate plus 3%, and matures on January
5, 2003 at which time all unpaid principal and interest are due. We are
currently in discussion with the bank to renew the note on its maturity date.

Also included in notes payable is a $67,134 note payable to a vendor. The note
requires monthly 5% interest only payments. The note matures on January 10,
2003, at which time all unpaid principal and interest is due.

As a result of the foregoing, current liabilities increased $289,161 from
$1,792,636 at January 27, 2002, to $2,081,797 at October 27, 2002. Working
capital decreased $264,271 from $451,059 at January 27, 2002 to $186,788 at
October 27, 2002.

Property and equipment, net of accumulated depreciation, decreased $426,332 from
$1,536,905 at January 27, 2002, to $1,110,573 at October 27, 2002, which
consisted of depreciation of $462,938 less property additions of $36,606.
Included in depreciation is $108,500 in impairment charges for assets abandoned
at the three closed facilities previously mentioned.

On October 28, 2001, we completed an exchange of common stock with SGD Holdings,
Ltd. ("SGDD"). The non-cash transaction resulted in the exchange of 355,000
shares of our common stock for 965,000 shares of SGDD common stock. We valued
the transaction based on the closing market price of our common stock on July
27, 2001, as quoted on the NASDAQ Stock Market. FAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," requires that all applicable
investments be classified as trading securities, available-for-sale securities
or held-to-maturity securities. As of October 27, 2002, we have classified the
investment at fair value and as trading securities as a result of our intention
to not hold the securities indefinitely. Fair value is defined to be the last
closing price for the listed securities. Unrealized gains and losses based on
fluctuations in the market value of the investment securities are recorded as
other income or expenses in the period the fluctuation occurs. For the three
month period ended October 27, 2002, we recorded a gain in the market value of
this investment of $9,650. For the nine month period ended October 27, 2002, we
recorded a loss of $77,200. Until July 29, 2002 this investment was restricted
from sale in the open market under Section 144. In addition, due to the limited
trading volume of SGDD common stock, it is likely that only limited quantities
of the stock will be able to be sold in the open market, accordingly, we believe
the fair value of the investment is less than the recorded value under FAS No.
115. Due to the size of the investment and its limited trading volume, there can
be no assurance that we will realize the recorded value of this investment.


In April 2002, we completed an exchange of common stock with a group of
investors. In a series of transactions we acquired 200,000 shares of IVAT
Industries, Inc., and 400,000 shares of Beechport Capital Corp., in exchange for
500,000 shares of Premier Concepts, Inc. common stock. The recorded fair value
of the securities at April 28, 2002 was


                                       12
<PAGE>


$250,000. On July 18, Premier exchanged all of its IVAT and Beechport investment
for 100,000 shares of Lifestyle Innovations, Inc. ("Innovations"). The
transaction was valued at $375,000, based upon the closing price for Innovations
on July 18, 2002 and the $125,000 difference between the value of Innovations
and the recorded value of IVAT and Beechport securities," was recorded as
additional paid in capital.

We valued the transaction based on the closing market price of our common stock
on July 18, 2002, as quoted on the NASDAQ Stock Market. FAS No. 115, "Accounting
for Certain Investments in Debt and Equity have classified the investment at
fair value and as trading securities as a result of our intention to not hold
the securities indefinitely. Fair value is defined to be the last closing price
for the listed securities. Unrealized gains and losses based on fluctuations in
the market value of the investment securities are recorded as other income or
expenses in the period the fluctuation occurs. For the three month period ended
October 27, 2002, we recorded a loss in the market value of this investment of
$35,000. For the nine month period ended October 27, 2002 recorded a gain of
$30,000. The investment in Innovations is restricted from sale in the open
market under Section 144. In addition, due to the limited trading volume of
Innovations common stock, it is likely that only limited quantities of the stock
will be able to be sold in the open market, accordingly, we believe the fair
value of the investment is less than the recorded value under FAS No. 115. Due
to the size of the investment and its limited trading volume, there can be no
assurance that we will realize the recorded value of this investment.

Our trademark assets, representing the goodwill of the Impostors trademark and
other intellectual property, were acquired as part of the acquisition of
Impostors in 1994. This asset is being amortized over a 10-year period, and had
an unamortized book value of $16,534 at October 27, 2002.

In October 1996, we developed and launched our first e-commerce website
"impostors.com" which provided our initial Internet presence. While the website
had the capability to generate sales of our product, we realized only modest
revenue generated directly from the website. In July 1999, we started the
process of developing a new e-commerce platform from which we showcase existing
and new product concepts. The new site was launched on May 30, 2000. In January
2002, we temporarily disabled certain aspects of the site including the product
sales links. On July 11, 2002, Premier executed an agreement with a company to
modify and enhance its existing website. The agreement required Premier to issue
100,000 shares of its restricted common stock and make a cash payment of $5,000,
plus any applicable sales taxes. The transaction was recorded based upon the
closing price of Premier's common stock on July 11, 2002 of $.85 per share.
Since the shares were not issued at October 27, 2002, the transaction is
recorded as $85,000 of subscribed, unissued common stock. The website was
redesigned to improve its functionality and was re-launched on November 11,
2002. At October 27, 2002, we had a net investment of $118,912 in the
impostors.com website. The remaining


                                       13
<PAGE>


net investment will be amortized over three years beginning in the re-launch
month of November, 2002.

Other non-current assets primarily include security deposits made to landlords
and utility service providers. The balance of $51,359 at October 27, 2002 is
13,673 less than the January 27, 2002 balance of $65,032, and is the result of
an $8,600 security deposit forfeited as part of an early termination agreement
associated with our former store in Bellevue, Washington. The store was closed
on March 25, 2002, due to continued poor performance. In addition we received
refunds of $3,000 in deposits related to the completed remodeling of our White
Flint, Maryland store.

Deferred rent decreased $51,662 from $301,548 at January 27, 2002, to $249,886
at October 27, 2002, resulting from the recognition of rental expense on a
straight line basis on leases that contain predetermined fixed escalations of
the minimum rents during the initial term of the lease.

As discussed above, in March 2002, we completed a private placement of 300,000
shares of our common stock for $150,000. Also as discussed above, we completed a
series of exchanges of common stock in which we issued 500,000 shares of our
common stock in exchange for 200,000 shares of IVAT Industries, Inc. common
stock, and 400,000 shares of Beechport Capital Corp. common stock. On July 18,
the Company exchanged all of their IVAT and Beechport investment in exchange for
100,000 shares of Lifestyle Innovations, Inc. ("Innovations"). The transaction
was valued at $375,000, based upon the closing price for Innovations on July 18,
2002 and the $125,000 difference between the value of Innovations and the
recorded value of IVAT and Beechport was recorded as additional paid-in capital.
The investment in Innovations is restricted from sale in the open market under
Section 144. In addition, due to the limited trading volume of Innovations
common stock, it is likely that only limited quantities of the stock will be
able to be sold in the open market, accordingly, we believe the fair value of
the investment is less than the recorded value under FAS No. 115. Due to the
size of the investment and its limited trading volume, there can be no assurance
that we will realize the recorded value of this investment.

On June 14, 2002 the Company issued 20,000 shares of its common stock to its
former principal accounting officer who did not relocate with the Company to
Grapevine, Texas. The common stock was valued at $1.00 per share for services
rendered.

On August 12, 2002 we received $12,000 for the exercise of options on 20,000
shares of our $0.02 par value common stock. The shares were issued on August 22,
2002.

As a result of the foregoing, common stock increased $1,680, from $5,790
(2,895,158 shares outstanding) at January 27, 2002, to $7,470 (3,735,158 shares
outstanding) at October 27, 2002.


                                       14
<PAGE>


On January 28, 2002, the Board of Directors approved the 2002 nonstatutory Stock
Option Plan which provides for the granting of options to purchase up to
1,500,000 shares of the Company's common stock to selected key employees and
consultants. The Plan is administered by the Board of Directors. During the
first quarter, 850,000 options were issued in connection with various consulting
agreements to provide accounting, legal, marketing, and general business
advisory services. The terms of the agreements vary from one to three years. The
option exercise prices were determined by the closing price of our common stock
on the date of grant and range from $.58 to $.65 per share. The fair value of
the options granted were determined by the Black-Scholes pricing model using
volatility indexes ranging from 161.6% to 166.1%, and risk-free interest rates
ranging from 3.52% to 4.16%. All options granted are fully vested at issuance
and have a term of three years. The fair value of the options of $418,764 was
charged to operations as professional fees on the date of grant.

As a result of the foregoing, additional paid in capital increased $974,085 from
$8,436,433 at January 27, 2002 to $9,410,518 at October 27, 2002.

On July 3, 2002 we received $48,057 for exercise of common stock options. The
shares had not been issued at October 27, 2002, accordingly the Company recorded
the proceeds as subscribed, unissued common shares.

On July 11, 2002, Premier executed an agreement with a company to modify and
enhance its existing web site. The agreement required Premier to issue 100,000
shares of its restricted common stock and make a cash payment of $5,000, plus
any applicable sales taxes. The transaction was recorded based upon the closing
price of Premier's common stock on July 11, 2002 of $.85 per share. Since the
shares were not issued at October 27, 2002, the transaction is recorded as
$85,000 of subscribed, unissued common stock.

On September 18, 2002 we completed a private placement of 448,000 shares of our
common stock for $280,000. The shares were unissued at October 27,2002 and
accordingly were recorded as subscribed shares.

As previously described, on October 25, 2002 we converted a note payable to our
common stock. The transaction was valued at $100,274, which was the principal
amount of the note plus accrued interest to the date of conversion. The shares
were unissued at October 27,2002 and accordingly were recorded as subscribed
shares.

As a result of the foregoing, subscribed, unissued common stock had a balance of
$513,331 at October 27, 2002.

In December 2001, Mr. Terry Washburn was awarded 400,000 shares of the Company's
common stock as inducement to enter into a two-year commitment to serve as
President and Chief Executive Officer. While the total 400,000 shares were
issued to Mr.


                                       15
<PAGE>


Washburn, the agreement stipulates that should he voluntarily terminate or be
terminated for cause, the shares would be subject to pro-rata forfeiture on a
proportional basis over the twenty-four month period beginning December 17,
2001. Mr. Washburn would be relieved from any risk of forfeiture in the event
his employment would be terminated without cause prior to the expiration of the
twenty-four month period. If Mr. Washburn voluntarily terminates his employment
within the first 15 months of his employment, we will have the option of
purchasing the shares earned on a pro-rata basis for $.10 per share. The total
value of the shares awarded was $265,600. The unearned portion of the shares is
classified as deferred compensation and is being charged to operations on a
pro-rata monthly basis. For the Nine Months Ended October 27, 2002, 150,000
shares were earned under the award at a value of $99,602.

As a result of the net loss for the Nine Months Ended October 27, 2002 of
$1,935,167, the accumulated deficit increased from $6,207,475 at January 27,
2002 to $8,142,642 at October 27, 2002. Considering the net loss and the equity
transactions as discussed above, total stockholders' equity decreased $346,468
from $1,985,748 at January 27, 2002 to $1,639,280 at October 27, 2002.

Net cash used by operating activities was $461,834 for the Nine Months Ended
October 27, 2002, compared with $552,440 for the Nine Months Ended October 28,
2001, a decrease of $90,606. The current year loss exceeded the prior year
amount by $785,113, which was partially offset by an increase of $514,942 in
amortization of stock and warrants issued for services, resulting in a remaining
difference in cash used by operating activities of $270,171. The majority of the
remaining difference is a result of the increase in inventory levels coupled
with the increase in accounts payable, accrued expenses and other liabilities.

Net cash used by investing activities was $41,901 for the Nine Months Ended
October 27, 2002 compared with $115,152 for the Nine Months Ended October 28,
2001, which is the result of lower capital expenditures in the current year
period.

Net cash provided by financing activities for the Nine Months Ended October 27,
2002 was $537,480, and represents proceeds from private placements of our common
stock in January, March and September of 2002 and the exercise of stock options
in July and August of 2002, as well as the financing of a portion of our
insurance policies together with regularly scheduled debt payments. This
compares to net cash provided by financing activities of $185,407 for the Nine
Months Ended October 28, 2001, which represented the issuance of common stock,
the issuance of notes payable to finance a portion of our commercial liability
insurance package, and regularly scheduled payments on other notes payable.




                                       16
<PAGE>


The foregoing resulted in an increase of $33,745 in our operating cash position
from $578,778 at January 27, 2002 to $612,523 at October 27, 2002. This compares
with a decrease in cash of $482,185 from $691,693 at January 28, 2001, to
$209,508 at October 28,2001.

In November, 2002 we executed five year leases for new retail kiosk locations at
the Scottsdale, Arizona Fashion Square Mall and the Chandler, Arizona Fashion
Center Mall. Advantages of the kiosk venue versus our more traditional inline
presentation include shorter lease terms, smaller capital requirement, a less
expensive method of testing a location to determine if a traditional in-line
store should be added in the future and the portability of the kiosk fixture
presentation. Both leases have an exit provisions in the first two years to
allow closure of the facilities with minimal expense should the financial
performance not meet desired goals. Possible new locations are evaluated on an
ongoing basis. Depending on location and size, the opening of a new retail
location represents an aggregate capital requirement of approximately
$60,000-$200,000, including the lease build-outs, fixtures, equipment and
inventory. Additional sources of capital are currently being evaluated to meet
plans for future capital investment and working capital needs. However, there
can be no assurance that such financing can be secured.

Results of Operations - Three Months Ended October 27, 2002 Compared to Three
Months Ended October 28, 2001

Set forth below is selected  summary  financial  data derived from the financial
statements and financial records.

                                                  Three Months Ended
                                                 ------------------
                                         October 27, 2002   October 28, 2001
                                            -------------   -------------
Statements of Operations Data:
Total revenues ........................     $ 2,197,677       $ 2,235,822
Operating loss ........................        (622,275)         (452,150)
Net loss ..............................        (655,637)         (462,626)
Net loss per common share .............            (.18)             (.21)
Weighted average shares outstanding ...       3,729,883         2,190,158

Statistical Data:
Store revenues ........................     $ 2,197,540       $ 2,226,306
Store gross margin ....................       1,519,357         1,521,484
Store operating expenses ..............       1,714,462         1,596,072
Store operating loss ..................        (195,105)          (74,587)
Corporate overhead operating expenses .         427,105           366,336
Gross margin percentage ...............            69.1%             68.3%
Comparable same store sales (27 stores)       2,100,111         1,988,426
Comparable same store sales growth ....             5.6%            -7.7%



                                       17
<PAGE>


Total revenues for the three months ended October 27, 2002 were $2,197,677 as
compared to $2,235,822 for the comparable period ended October 28, 2001, a
decrease of $38,145, or 1.7%. Comparable same store sales (27 stores) were
$2,100,111 for the three months ended October 27, 2002 as compared to $1,988,426
for the comparable period ended October 28, 2001, an increase of $111,685, or
5.6%. Comparable same store sales include only those revenues from stores
operating continuously during both of the entire periods being compared.
Following is a schedule of store closings since January 28, 2001:

Tucson Mall, Tucson, AZ - closed January 28, 2001 due to sale of our lease;
Hillsdale Mall, San Mateo, CA - closed August 31, 2001 upon expiration of lease;
San Francisco Center, San Francisco, CA - closed December 26, 2001 upon
expiration of lease; and, Bellevue Square, Bellevue, WA - closed March 25, 2002
upon early termination agreement. Two stores (Pointe Orlando, Florida and
Riverwalk, New Orleans) were closed on or about November 18, 2002. Since the
stores were closed after October 27, 2002 they are reported as comparable stores
above. The White Flint Maryland store was closed for remodeling in October and
November of 2001 and is therefore not reported as comparable above.

Also included in total revenues are $137 and $9,516 for the quarters ended
October 27, 2002 and October 28, 2001, respectively. These revenues generally
represent sales to corporate employees and sales generated from our website.

For the three months ended October 27, 2002, cost of goods sold was $678,385 and
the gross margin was $1,519,292, or 69.1%. For the three months ended October
28, 2001, cost of goods sold was $709,337 and the gross margin was $1,526,485,
or 68.3%. The increase in gross margin percentage was due in part to price
increases taken in September and October 2002 to reflect the increase in gold
prices during 2002. In addition, during the two month's following September 11,
2001 we instituted greater promotional discounting to spur sales.

Total operating expenses were $2,141,567 for the quarter ended October 27, 2002,
compared to $1,978,635 for the quarter ended October 28, 2001, or 97.4% and
88.5% of revenues respectively. The largest category of these expenses were
comprised of store and corporate office personnel expenses which amounted to
$789,892, or 35.9% of revenues and $789,957 or 35.3% of revenues for the
quarters ended October 27, 2002 and October 28, 2001 respectively.

Total personnel costs for our corporate personnel were $199,435 and $190,365 for
the quarters ended October 27, 2002, and October 28, 2001, respectively.
Included in corporate personnel costs is $33,200 representing the amortization
of deferred compensation costs associated with the December 2001 stock award to
our President and Chief Executive Officer, as discussed above in Liquidity and
Capital Resources. The


                                       18
<PAGE>


decrease in other corporate personnel costs of $24,131 is attributed to staff
reductions and the departure of our Chief Operating Officer in February 2002.

Occupancy costs of $706,075, and $718,763, are included in total operating
expenses for the three months ended October 27, 2002 and October 28, 2001,
respectively. A decrease of $79,346 resulting from operating fewer stores and a
smaller corporate office during the quarter ended October 27, 2002 is partially
offset by an increase in current store occupancy costs of $66,659. The increased
same store occupancy costs is due primarily to $20,200 in expense accrued for
the closing of two stores in November, 2002 and provision for $54,000 in
percentage of sales rent charges at our San Francisco, California retail store.

Other selling, general and administrative expenses of $426,958 and $333,807 are
included in total operating expenses for the quarters ended October 27, 2002 and
October 28, 2001, respectively. Following is a comparative summary of costs
included in other selling, general and administrative expenses, and their
relationship to total revenues for the periods:


                                               Three Months Ended
                                               ------------------
                                     October 27, 2002      October 28, 2001
                                      -------------          -------------

Advertising and promotion ........  $ 49,547    2.3%       $ 41,054     1.8%
Banking fees .....................    45,798    2.1%         49,419     2.2%
Merchandise distribution .........    18,279    0.8%         14,683     0.7%
Repairs and rentals ..............    19,999    0.9%         14,094     0.6%
Property insurance, fees and taxes    38,578    1.8%         46,102     2.1%
Professional and service fees ....   117,106    5.2%         59,701     2.7%
Supplies and product packaging ...    32,875    1.5%         29,975     1.3%
Telephone and utilities ..........    72,818    3.3%         52,391     2.3%
Travel ...........................    23,446    1.1%         16,912     0.8%
Other ............................     8,512    0.4%          9,476     0.4%
                                     --------   ----        --------    ----
                                    $426,958    19.4%      $333,807    14.9%
                                    ========    ====       ========    ====

Selling and general administrative costs related to professional services
incurred at the corporate level were $117,106 and $59,701 for the three months
ended October 27, 2002 and October 28, 2001 respectively or an increase of $
$57,405. The major factors contributing to the increase were $12,500 in real
estate consulting, $13,200 in accounting and legal services related to a
September S3 filing, $9,400 in information technology costs related to the
relocation of the corporate offices from Colorado to Texas and $11,000 in costs
related to additional shares listed on the NASDAQ this year.



                                       19
<PAGE>



Selling and general administrative costs related to telephone and utilities were
$72,818 and $52,391 for the three months ended October 27, 2002 and October 28,
2001 respectively or an increase of $20,427. The increase is primarily the
result of $5,100 in teleconferencing costs and delays in receiving accurate
billings for utilities and telephone as a result of the corporate office
relocation from Aurora, Colorado to Grapevine, Texas in July, 2002.

Also included in total operating expenses are depreciation and amortization
expenses that were $218,642 and $136,108 for the quarters ended October 27, 2002
and October 28, 2001, respectively. The increase of $82,534 is due to impairment
charges related to the closing of two stores in November, 2002 as previously
mentioned.

As a result of the foregoing, the loss from operations for the quarter ended
October 27, 2002 was $622,275, as compared with a loss from operations for the
quarter ended October 28, 2001 of $452,150, an increase of $170,125.

Interest income was $318 and $2,846 for the quarters ended October 27, 2002, and
October 28, 2001, respectively, and results from the daily investing of
available cash balances. The decline is due primarily to lower interest rates on
invested balances during the current period. Interest expense was $7,770 and
$6,929 for the quarters ended October 27, 2002, and October 28, 2001,
respectively, and is comprised primarily of interest charged on the notes
discussed above.

The Company recognized an unrealized loss from marketable securities of $25,350
which included a gain of $9,650 from their investment in SGDD net of a loss of
$35,000 from their investment in Innovations.

Based on the foregoing, the net loss for the three months ended October 27, 2002
was $655,637 ($.18 per share). This compares with a net loss for the three
months ended October 28, 2001 of $462,626 ($.21 per share).















                                       20
<PAGE>



Results of Operations - Nine Months Ended October 27, 2002 Compared to Nine
Months Ended October 28, 2001

Set forth below is selected  summary  financial  data derived from the financial
statements and financial records.



                                                     Nine Months Ended
                                                     ----------------
                                          October 27, 2002     October 28, 2001
                                            -------------     -------------

Statements of Operations Data:
Total revenues ........................     $ 6,991,180       $ 7,182,268
Operating loss ........................      (1,854,897)       (1,133,535)
Net loss ..............................      (1,935,167)       (1,150,054)
Net loss per common share .............            (.55)             (.66)
Weighted average shares outstanding ...       3,511,494         1,751,311

Statistical Data:
Store revenues ........................     $ 6,989,700       $ 7,158,670
Store gross margin ....................       4,764,681         4,946,546
Store operating expenses ..............       4,812,721         4,884,034
Store operating profit (loss)..........         (48,040)           62,510
Corporate overhead operating expenses .       1,806,345         1,157,915
Gross margin percentage ...............            68.2%             69.0%
Comparable same store sales (27 stores)       6,662,212         6,319,574
Comparable same store sales growth ....             5.4%            -5.6%

Total revenues for the Nine Months Ended October 27, 2002 were $6,991,180 as
compared to $7,182,268 for the comparable period ended October 28, 2001, a
decrease of $191,088 (2.7%). Comparable same store sales (27 stores) were
$6,662,212 for the Nine Months Ended October 27, 2002 as compared to $6,319,574
for the comparable period ended October 28, 2001, an increase of $342,638, or
5.4%. Comparable same store sales include only those revenues from stores
operating continuously during both of the entire periods being compared.
Non-same store sales of $327,488 and $839,096 for the Nine Months Ended October
27, 2002, and October 28, 2001, respectively, are attributed to stores closed
since January 28, 2001, our outlet store in Sunrise, Florida which was moved to
a new location during the quarter ended April 28, 2002 and our store in White
Flint, Maryland which was closed for remodeling in October and November, 2001.
Following is a schedule of store closings since January 28, 2001:

Tucson Mall, Tucson, AZ - closed January 28, 2001 due to sale of our lease;
Hillsdale Mall, San Mateo, CA - closed August 31, 2001 upon expiration of lease;
San Francisco Center, San Francisco, CA - closed December 26, 2001 upon
expiration of lease; and,




                                       21
<PAGE>


Bellevue Square, Bellevue, WA - closed March 25, 2002 upon early termination
agreement. In November 2002 the stores in Orlando Florida and New Orleans were
closed due to continued poor performance. Both stores are included in comparable
figures reported above since they both remained open at October 27, 2002.

Also included in total revenues are approximately $1,480 and $23,598 for the
nine-month periods ended October 27, 2002 and October 28, 2001, respectively.
These revenues generally represent sales to corporate employees and sales
generated from our website.

For the nine-month period ended October 27, 2002, cost of goods sold was
$2,227,011 and the gross margin was $4,764,169, or 68.2%. For the nine-month
period ended October 28, 2001, cost of goods sold was $2,225,892 and the gross
margin was $4,956,376, or 69.0%. The lower margin is attributable to several
factors including a greater balance of sale in Moisanite and consigned products
which produce margins in the 50% to 60% range, an increase in gold prices during
the past 12 months without corresponding increases in our retail prices until
September, 2002 and heavier promotional discounting in a soft retail market for
much of the year.

Total operating expenses were $6,619,066 for the nine-month period ended October
27, 2002, compared to $6,089,911 for the nine-month period ended October 28,
2001, or 94.7% and 84.8% of revenues, respectively. The largest category of
these expenses is comprised of store and corporate office personnel expenses,
which amounted to $2,406,833, or 34.4% of revenues, and $2,512,938, or 35.0% of
revenues for the nine-month periods ended October 27, 2002, and October 28,
2001, respectively, a decrease of $106,105 (4.2%). This decrease is attributed
primarily to operating fewer stores and reduced corporate office staffing during
the nine-month period ended October 27, 2002, than during the comparable period
ended October 28, 2001.

Total personnel costs for our corporate personnel were $625,280 and $639,275 for
the nine-month periods ended October 27, 2002, and October 28, 2001,
respectively. Included in corporate personnel costs is $108,535 representing the
amortization of deferred compensation costs associated with the December 2001
stock award to our President and Chief Executive Officer, as discussed above in
Liquidity and Capital Resources. The net decrease in corporate personnel costs
of $13,995 ($122,530 gross) is attributed to staff reductions and the departure
of our Chief Operating Officer in February 2002.

Occupancy costs of $2,065,705, and $2,095,602, are included in total operating
expenses for the nine-month periods ended October 27, 2002 and October 28, 2001,
respectively. The decrease of $29,897 reflects reduced rent expenses resulting
from operating fewer stores and a smaller corporate office during the nine-month
period ended October 27, 2002. The gross savings of $141,752 in closed locations
is offset by $66,400 in accrued lease settlement costs for the closed Aurora,
Colorado corporate office and the New



                                       22
<PAGE>



Orleans and Orlando stores closed in November, 2002 as well as $54,000 in
accrued rent expense for a percentage of sales rent expense for our San
Francisco retail store.

Other selling, general and administrative expenses of $1,639,190 and $1,068,640
are included in total operating expenses for the nine-month periods ended
October 27, 2002 and October 28, 2001, respectively. Following is a comparative
summary of costs included in other selling, general and administrative expenses,
and their relationship to total revenues for the periods:



                                              Nine Months Ended
                                               ----------------
                                    October 27, 2002    October 28, 2001
                                     -------------        -------------

Advertising and promotion ........  $  168,326  2.4%     $  134,830  1.9%
Banking fees .....................     147,359  2.1%        158,791  2.2%
Merchandise distribution .........      53,538  0.7%         52,927  0.7%
Repairs and rentals ..............      62,371  0.9%         45,958  0.6%
Property insurance, fees and taxes     118,222  1.7%        117,702  1.6%
Professional and service fees ....     703,488 10.1%        162,161  2.3%
Supplies and product packaging ...     103,597  1.5%        127,384  1.8%
Telephone and utilities ..........     163,879  2.3%        152,992  2.2%
Travel ...........................      83,896  1.2%         77,514  1.1%
Other ............................      34,514  0.5%         38,381  0.5%
                                      --------  ----     ----------  ----
                                    $1,639,190 23.4%      1,068,640 14.9%
                                    ==========  ====     ==========  ====


Included in advertising and promotion costs is approximately $40,000 associated
with a promotion conducted in March and April 2002, in which customers received
a $10 coupon for each $50 they spent in our stores. The cost of the promotion
represents customer coupons redeemed during the promotion period.

Included in professional and service fees for the Nine Months Ended October 27,
2002 is approximately $419,000 associated with certain professional service
consulting agreements. During the three months ended April 28, 2002, 850,000
options to purchase shares of common stock were issued to these consultants in
connection with various consulting agreements to provide accounting, legal,
marketing, and general business advisory services. The terms of the agreements
vary from one to three years. The option exercise prices were determined by the
closing price of our common stock on the date of grant and range from $.58 to
$.65 per share. The fair value of the options granted were determined by the
Black-Scholes pricing model, using volatility indexes ranging from 161.6% to
166.1%, and risk-free interest rates ranging from 3.52% to 4.16%. All options
granted are fully vested at issuance and have a term of three years.
Professional and service fees also includes legal fees of $234,445 and $78,445
for the nine-months ended



                                       23
<PAGE>


October 27, 2002 and October 28, 2001 respectively, or an increase of $156,000
related to various litigation as mentioned later.

Also included in total operating expenses are depreciation and amortization
expenses that were $507,338 and $412,731 for the nine-month periods ended
October 27, 2002 and October 28, 2001, respectively. The increase of $94,607 is
primarily attributable to impairment charges for two stores closed in November,
2002 as previously mentioned.

As a result of the foregoing, the loss from operations for the nine-month period
ended October 27, 2002 was $1,854,897, as compared with a loss from operations
for the nine-month period ended October 28, 2001 of $1,133,535, an increase of
$721,362.

Interest income was $3,164 and $11,591 for the nine-month periods ended October
27, 2002, and October 28, 2001, respectively, and results from the investing of
available cash balances. The decline is due primarily to lower interest rates on
invested balances. Interest expense was $20,838 and $24,706 for the nine-month
periods ended October 27, 2002, and October 28, 2001, respectively, and is
comprised primarily of interest charged on the notes discussed above.

The Company recognized an unrealized loss from marketable securities of $47,200
which included a loss of $77,200 from their investment in SGDD net of a gain of
$30,000 from their investment in Innovations.

Other income (expense) consisted of a net other expense of $15,396 during the
nine-month period ended October 27, 2002 as compared to net other income of
$33,396 for the corresponding prior year period. The net expense in the current
period consists primarily of a litigation settlement of $18,000.

Based on the foregoing, the net loss for the nine-month period ended October 27,
2002 was $1,935,167 ($.55 per share). This compares with a net loss for the
nine-month period ended October 28, 2001 of $1,150,054 ($.66 per share).

Item 3. Controls and Procedures

Terry Washburn, Chief Executive Officer of Premier established and is currently
maintaining disclosure controls and procedures for the Company. The disclosure
controls and procedures have been designed to ensure that material information
relating to the Company is made known to him as soon as it is known by others
within the Company. During the period immediately after the end of the quarter,
Mr. Washburn conducts an update and a review and evaluation of the effectiveness
of the Company's disclosure controls and procedures. It is Mr. Washburn's
opinion, based upon the evaluation he completed by November 11, 2002 that the
controls and procedures currently being utilized by the Company are sufficiently
effective to ensure that any material information relating to the Company would
become known to him within a reasonable time.



                                       24
<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in commercial disputes in the ordinary course
of business with vendors, landlords and other parties, which on occasion become
the subject matter of litigation. At the present time, except as set forth
below, we are not a party to any legal proceedings outside of the ordinary
course of business or which would have a material adverse impact upon our
operations or properties.

On May 21, 1999, we were named as a defendant in a civil action filed in the
Supreme Court of the State of New York, County of Onondaga. The lawsuit was
brought by EkleCo as plaintiff, and asserts claims against us for rent and other
sums due under the commercial lease for its retail store located in the
Palisades Center in West Nyack, New York in an aggregate amount of approximately
$140,000. We have denied liability, and on July 27, 1999 we filed a counter
claim against the landlord asserting breach of contract, false representation
and fraud in inducing us to enter into the lease. We are seeking damages in
excess of $300,000. Due to poor performance of the store, it was closed in
January 2000. We intend to vigorously defend the action and prosecute our
counterclaims. Based upon our assessment of the facts and consultations with
legal counsel, we believe that the likelihood of a material adverse outcome in
the matter is unlikely.

On April 5, 2001, Aladdin Bazaar, LLC, the landlord for our store located in the
Aladdin Hotel and Casino in Las Vegas, Nevada, filed an Application for Summary
Eviction and a complaint against us asserting breach of contract, unjust
enrichment, breach of the implied covenant of good faith and fair dealing, and
unlawful detainer/summary eviction. The Aladdin was claiming past due rents of
approximately $85,000. On April 15, 2001, we filed an Answer and Counterclaim
asserting fraud, intentional misrepresentation, negligent misrepresentation,
breach of the implied covenant of good faith and fair dealing, and unjust
enrichment. On April 23, 2001 the court denied Aladdin's Application for Summary
Eviction finding that we had put forth evidence to establish a sufficient legal
defense to the unlawful detainer and ordered that all further proceedings would
be conducted through the pending litigation. In addition, the court ordered we
pay approximately $35,000 of the Aladdin's $85,000 claim for past due rent, and
to pay 50 percent of $11,812 minimum monthly rent and 100 percent of the
additional rent, (approximately $2,500) per month during the pendency of the
litigation. In August 2002 the landlord offered a settlement which was favorable
to Premier and was essentially the same terms of settlement proposed by Premier
in December 2001. Premier and the landlord signed a summary of amendments to the
existing lease on November 14, 2002 to settle the dispute. The settlement
forgives all previously accrued additional rents, requires the payment by
Premier of $2,356 in disputed pre-opening expense and reduces future



                                       25
<PAGE>


initial lease payments to the amount currently being paid. Premier will realize
an expense reduction when the final lease amendment is executed of approximately
$30,000 as a result of reversing its current accrued rent.

On June 20, 2000, Yurman Design, Inc. filed a civil action in the U.S. District
Court for the Southern District of New York in which it asserted claims against
us for copyright infringement, trademark infringement, trade dress infringement
and unfair competition. We filed an answer denying any liability. As a result of
a court-supervised settlement conference, conducted in April 2002, we reached an
agreement in principle to settle the case. Under the terms of the agreement in
principle, the case will be dismissed in exchange for our agreement to eliminate
certain jewelry items from our inventory, agree to certain restrictions
concerning our future sale of certain jewelry items and our agreement to pay
Yurman Designs a cash settlement beginning January 2003. As of the date of this
report, settlement documents are being prepared for circulation and review,
which we anticipate may be subject to a covenant of confidentiality. Based upon
the current status of the matter, we believe that the case will be settled
substantially in accordance with the foregoing terms and as a result there does
not exist a risk of a materially adverse outcome.

On August 16, 2002, LaSalle U.S. Realty Income Growth Fund, Inc. filed a civil
action in U.S. District Court in Colorado to recover the seven months remaining
on the lease for the former corporate offices of the Company. Premier's counsel
is currently in negotiations with the landlord's counsel to reach a settlement.
Management of the Company is of the opinion that the accrual which they have
made will cover any remaining liability under the lease.

Item 2. Changes in Securities

1. On March 18, 2002, we completed a $150,000 private placement with an investor
for the sale of 300,000 shares of our $.002 par value common stock at a price of
$0.50 per share. In addition, the investor received stock purchase warrants to
purchase a total of 100,000 shares of common stock at $1.50 per share, and an
additional 100,000 shares of common stock at $2.00 per share.

2. In April 2002, we completed an exchange of common stock with four (4)
investors. In a series of transactions we acquired 200,000 shares of IVAT
Industries, Inc., and 400,000 shares of Beechport Capital Corp., in exchange for
500,000 shares of Premier Concepts, Inc. common stock.

3. During the three months ended April 28, 2002, 850,000 options to purchase
shares of common stock were issued to six consultants in connection with various
consulting agreements to provide accounting, legal, marketing, and general
business advisory


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services. The terms of the agreements vary from one to three years. The option
exercise prices were determined by the closing price of our common stock on the
date of grant and range from $.58 to $.65 per share.

4. On June 14, 2002 the Company issued 20,000 shares of its common stock to its
former principal accounting officer who did not relocate with the Company to
Grapevine, Texas. The common stock was valued at $1.00 per share for services
rendered.

5. On August 22, 2002 we received $12,000 for the exercise of common stock
options for 20,000 shares of our $0.02 par value common stock at an option price
of $0.60 per share. The shares were issued on August 22, 2002.

In each of the foregoing issuances, the acquired security holder represented
that he, she or it qualified as a "accredited investor" within the meaning of
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
"Securities Act") or the Company otherwise had a reasonable basis to believe
that each satisfied certain other suitability requirements. The securities,
which were taken for investment and were subject to appropriate transfer
restrictions, were issued without registration under the Securities Act, in
reliance upon the exemption provided in Section 4(2) of the Securities Act.

Item 3. Default Upon Senior Securities

None

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

No matters were submitted to a vote of security holders during the quarter ended
October 27, 2002.

Item 5. Other Information

1. The Company currently does not have a Chief Financial Officer.

2. On November 8, 2002 we advised the NASDAQ stock exchange of our intention to
move our stock from the NASDAQ to the Bulletin Board exchange due to our
inability to meet the $2,500,000 minimum shareholder equity standard.

3. On November 11, 2002 we established a $500,000 revolving credit line with
Fleet Precious Metals, a division of Fleet Bank. The terms of the agreement
required us to place $250,000 on deposit with Fleet and those funds will remain
restricted while the credit facility is open. In addition the credit line is
guaranteed by a shareholder of the company.


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Item 6. Exhibits and Reports on Form 8-K

Exhibits:
Exhibit 99.1 Certification by Terry Washburn, Chief Executive Officer.

Reports on Form 8-K:
None

Signature:

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

                             PREMIER CONCEPTS, INC.

December 16, 2002           By:  /s/Terry Washburn
                             Terry Washburn, Chief Executive Officer

December 16, 2002           By:  /s/Mark L. Henderson
                             Mark L. Henderson, Controller

                       Certification pursuant to 18 U.S.C.
                            Section 1350, as adopted
                           pursuant to Section 906 of
                            the Sarbanes-Oxley act of
                                      2002.

The undersigned officer of Premier Concepts, Inc. (the "Company") hereby
certifies that:

(i) the accompanying Quarterly Report on Form 10-QSB of the Company for the
fiscal quarter ended October 27, 2002 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated December 16, 2002

/s/ Terry Washburn
------------------------------

Terry Washburn
President AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)


The foregoing certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference to any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.






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EXHIBIT 99.1
Certification:
I, Terry Washburn, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Premier Concepts,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as, and for the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to me by others
within the Company, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

December 16, 2002             By: /s/Terry Washburn
                              Terry Washburn, Chief Executive Officer

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