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 July 28, 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 July 28, 2002, the Registrant had 3,715,158 shares of its $.002 par value
Common Stock outstanding.

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



<PAGE>




                                      INDEX
<TABLE>
<CAPTION>


                                                                                                                          Page
PART I.           FINANCIAL INFORMATION

<S>  <C>                                                                                                                  <C>
Item 1.           Financial Statements                                                                                    3
                  Condensed Balance Sheet as of July 28, 2002                                                             4
                  Condensed Statements of Operations for the Three Months Ended July 28, 2002 and                         5
                  July 29, 2001
                  Condensed Statements of Operations for the Six Months Ended July 28, 2002 and                           6
                  July 29, 2001
                  Condensed Statements of Cash Flows for the Six Months Ended July 28, 2002 and                           7
                  July 29, 2001
                  Notes to Condensed Financial Statements                                                                 8
Item 2.           Management's Discussion and Analysis of Financial Conditions and Results of Operations                  10
                  Liquidity and Capital Resources                                                                         10
                  Results of Operations                                                                                   16
Item 3.           Controls and Procedures                                                                                 22

PART II.          OTHER INFORMATION                                                                                       22

Item 1.           Legal Proceedings                                                                                       22
Item 2.           Changes in Securities                                                                                   23
Item 3.           Defaults Upon Senior Securities                                                                         24
Item 4.           Submission of Matters to a Vote of Security Holders                                                     24
Item 5.           Other Information                                                                                       24
Item 6.           Exhibits and Reports on Form 8-K                                                                        24


</TABLE>

                                      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 July 28, 2002, condensed statements of
operations for the three and six months ended July 28, 2002, and July 29, 2001,
and condensed statements of cash flows for the six months ended July 28, 2002,
and July 29, 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-1 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 July 28, 2002
(Unaudited)

ASSETS:
Current assets:
 Cash and cash equivalents ....................................     $   448,480
 Merchandise inventories ......................................       1,097,873
 Prepaid expenses and other current assets ....................         157,890
                                                                    -----------
     Total current assets .....................................       1,704,243
Property and equipment, net ...................................       1,281,709
Other assets:
 Marketable equity securities .................................         497,900
 Trademarks, net ..............................................          19,634
 Website development costs, net ...............................         130,316
 Other ........................................................          53,925
                                                                    -----------
     Total assets .............................................     $ 3,687,727
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Notes payable ................................................     $   429,045
 Accounts payable .............................................         537,026
 Accrued expenses .............................................         587,092
                                                                    -----------
     Total current liabilities ................................       1,553,163
Deferred rent .................................................         265,123
                                                                    -----------
     Total liabilities ........................................       1,818,286
                                                                    -----------

Stockholders' equity:
 Preferred stock, $.10 par value, 20,000,000 shares authorized;            --
   no shares issued and outstanding
 Common stock, $.002 par value; 850,000,000 shares authorized;            7,430
 3,715,158 shares issued and outstanding at July 28, 2002
 Additional paid-in capital ...................................       9,398,558
 Subscribed, unissued common stock ............................         133,057
 Deferred compensation ........................................        (182,599)
 Accumulated deficit ..........................................      (7,487,005)
                                                                    -----------
   Total stockholders' equity .................................       1,869,441
                                                                    -----------
     Total liabilities and stockholders' equity ...............     $ 3,687,727
                                                                    ===========

See accompanying notes to condensed financial statements.



                                       4
<PAGE>
<TABLE>
<CAPTION>

PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended July 28, 2002 and July 29, 2001
(Unaudited)

                                                              Three Months Ended
                                                         28-Jul-02        29-Jul-01
                                                        -----------      -----------

<S>                                                     <C>              <C>
Revenues ..........................................     $ 2,313,898      $ 2,524,643
Cost of goods sold ................................         744,501          770,890
                                                        -----------      -----------
  Gross margin ....................................       1,569,397        1,753,753
Operating expenses:
  Personnel .......................................         763,130          855,543
  Occupancy .......................................         680,827          681,657
  Other selling, general and administrative .......         409,795          392,515
  Depreciation and amortization ...................         151,140          137,099
                                                        -----------      -----------
    Total operating expenses ......................       2,004,892        2,066,814
                                                        -----------      -----------
Operating loss ....................................        (435,495)        (313,061)
                                                        -----------      -----------
Other income (expenses):
  Interest income .................................             876            3,180
  Interest expense ................................          (6,009)          (8,143)
  Unrealized gain (loss) from marketable securities        (137,650)            --
  Other ...........................................         (14,838)             699
                                                        -----------      -----------
    Other, net ....................................        (157,621)          (4,264)
                                                        -----------      -----------
Net loss ..........................................     $  (593,116)     $  (317,325)
                                                        ===========      ===========
Net loss per common share, basic and diluted ......     $     (0.16)     $     (0.21)
                                                        ===========      ===========
Weighted average shares outstanding ...............       3,704,828        1,537,268
                                                        ===========      ===========

See accompanying notes to condensed financial statements.

</TABLE>
                                      5

<PAGE>


<TABLE>
<CAPTION>


PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the six months ended July 28, 2002 and July 29, 2001
(Unaudited)
                                                              Six Months Ended
                                                              ----------------
                                                          28-Jul-02       29-Jul-01
                                                        -----------      -----------

<S>                                                     <C>              <C>
Revenues ..........................................     $ 4,793,503      $ 4,946,446
Cost of goods sold ................................       1,548,627        1,516,555
                                                        -----------      -----------
  Gross margin ....................................       3,244,876        3,429,891
Operating expenses:
  Personnel .......................................       1,616,941        1,722,981
  Occupancy .......................................       1,357,873        1,376,839
  Other selling, general and administrative .......       1,213,986          734,833
  Depreciation and amortization ...................         288,696          276,623
                                                        -----------      -----------
    Total operating expenses ......................       4,477,496        4,111,276
                                                        -----------      -----------
Operating loss ....................................      (1,232,620)        (681,385)
                                                        -----------      -----------
Other income (expenses):
  Interest income .................................           2,846            8,744
  Interest expense ................................         (13,068)         (17,776)
  Unrealized gain (loss) from marketable securities         (21,850)            --
  Other ...........................................         (14,838)           2,989
                                                        -----------      -----------
    Other, net ....................................         (46,910)          (6,043)
                                                        -----------      -----------
Net loss ..........................................     $(1,279,530)     $  (687,428)
                                                        ===========      ===========
Net loss per common share, basic and diluted ......     $     (0.38)     $     (0.45)
                                                        ===========      ===========
Weighted average shares outstanding ...............       3,397,795        1,531,888
                                                        ===========      ===========

See accompanying notes to condensed financial statements.
</TABLE>





                                       6
<PAGE>



<TABLE>
<CAPTION>


PREMIER CONCEPTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended July 28, 2002 and July 29, 2001
(Unaudited)
                                                                         Six Months Ended
                                                                         ----------------
                                                                      28-Jul-02        29-Jul-01
                                                                    -----------     ------------

Cash flows from operating activities:
<S>                                                                <C>              <C>
  Net loss ...................................................     $(1,279,530)     $  (687,428)
  Adjustments to reconcile net loss to net cash from operating
    activities:
 Amortization of stock and warrants issued for services ......         505,166           21,200
 Depreciation and amortization ...............................         288,696          276,622
 Unrealized loss in market value of marketable securities, net          21,850             --
 Changes in operating assets and liabilities:
   (Increase) decrease in:
     Merchandise inventories .................................         272,467             (143)
     Other assets ............................................          (2,206)          38,191
   Increase (decrease) in:
     Accounts payable and accrued expenses ...................        (191,240)         (33,241)
     Other liabilities .......................................         (36,425)         (10,798)
                                                                   -----------      -----------
       Net cash used by operating activities .................        (421,222)        (395,597)
                                                                   -----------      -----------
Cash flows from investing activities:
 Capital expenditures ........................................          (8,900)         (10,265)
                                                                   -----------      -----------
       Net cash used by investing activities .................          (8,900)         (10,265)
                                                                   -----------      -----------
Cash flows from financing activities:
 Proceeds from sale of common stock ..........................         300,000             --
 Proceeds from exercise of common stock options ..............          48,057             --
 Issuance of note payable ....................................          64,665           26,734
 Payments on notes payable ...................................        (112,898)         (74,784)
                                                                   -----------      -----------
     Net cash provided by (used in) financing activities .....         299,824          (48,050)
                                                                   -----------      -----------
Decrease in cash and cash equivalents ........................        (130,298)        (453,912)
Cash and cash equivalents, beginning of period ...............         578,778          691,693
                                                                   -----------      -----------
Cash and cash equivalents, end of period .....................     $   448,480      $   237,781
                                                                   ===========      ===========

See accompanying notes to condensed financial statements.

</TABLE>


                                       7
<PAGE>



                             PREMIER CONCEPTS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  July 28, 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 Premier 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 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 July 28, 2002, Premier

                                       8
<PAGE>

         recorded its additional $90,000 investment in its website by recording
         $85,000 as subscribed, unissued common stock and recorded the remaining
         $5,000 as accrued expenses.

                  During the quarter ended July 28, 2002 Premier received
         $48,057 for exercise of common stock options. The shares had not been
         issued at July 28, 2002, accordingly the Company recorded the proceeds
         as subscribed, unissued common shares.


                                       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 six months ended July
         28, 2002 of $435,495 and $1,232,620, as compared to an operating loss
         of $313,061 and $681,385 for the three and six months ended July 29,
         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 - July 28, 2002 Compared to January 27,
         2002

                  At July 28, 2002 our operating cash balance of $448,480 was
         approximately 23% less than the cash balance of $578,778 at January 27,
         2002.

                  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.

                  During the six months ended July 28, 2002, merchandise
         inventories decreased $272,467. As a result of the relocation of the
         Company's corporate office and its distribution center to Grapevine,
         Texas, we discontinued ordering inventory during the latter
         part of May 2002 and did not commence reordering inventory until July
         2002. It is our intention to attempt to maintain a lower inventory than
         we previously did.

                  Prepaid expenses and other current assets, which generally
         include prepaid operating expenses and accounts receivable, increased
         $2,206, principally due to renewal of insurance for the coming year.

                                       10
<PAGE>

         Included in prepaid expenses and other current assets is a $25,000
         insurance claim receivable resulting from a theft of jewelry in one of
         our tourist stores in Florida, which occurred in the fourth quarter of
         the fiscal year ended January 27, 2002.

                  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.

                  As a result of the foregoing, current assets decreased by
         $539,452 from $2,243,695 at January 27, 2002 to $1,704,243 at July 28,
         2002.

                  For the six months ended July 28, 2002, accounts payable and
         accrued expenses decreased $191,240, or approximately 14.5%, and is
         attributed primarily to merchandise acquired for the 2001 holiday
         shopping season and paid for during the first quarter and the reduced
         inventory ordered during the last quarter, as discussed above. 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 $48,233. This decrease is the
         result of regularly scheduled payments made of $112,898. In February, a
         short-term note in the amount of $19,522 was issued to finance a
         portion of our commercial liability insurance package. The note bears
         interest at 6.84%, requires monthly principal and interest payments of
         $2,498, and matures 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 $200,360 at July 28, 2002. The note requires monthly
         principal and interest payments of $8,000. The note 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.

                  Also included in notes payable is a $100,000 note payable to a
         vendor. The note requires monthly 4% interest only payments and matures
         on January 27, 2003, at which time all unpaid principal and interest is
         due. The note is convertible at our option to shares of common stock on
         a dollar-for-dollar basis to the market value of our common stock at
         the time of conversion discounted by 20%.

                  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 decreased
         $239,473 from $1,792,636 at January 27, 2002, to $1,553,163 at July 28,
         2002. Working capital decreased $299,979 from $451,059 at January 27,
         2002 to $151,080 at July 28, 2002.

                  Property and equipment, net of accumulated depreciation,
         decreased $255,196, from $1,536,905 at January 27, 2002, to $1,281,709
         at July 28, 2002, which consisted of depreciation of $259,096 less
         property additions of $3,900.

                                       11
<PAGE>



                  On July 29, 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 July 28, 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 and six
         month periods ended July 28, 2002, we recorded a loss in the market
         value of this investment of $202,650 and $86,850, respectively. 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 $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 contributed 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.

                  Our trademark assets, representing the goodwill of the
         Impostors trademark and other intellectual property, was acquired as
         part of the acquisition of Impostors in 1994. This asset is being
         amortized over a 10-year period, and had an amortized book value of
         $19,634 at July 28, 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


                                       12
<PAGE>

         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. The website is currently being evaluated for
         possible modifications to enhance customer and investor experience. We
         expect the website to be re-launched prior to the 2002 holiday shopping
         season. At July 28, 2002, we had a net investment of $130,316 in the
         impostors.com website. The investment is being amortized over three
         years. 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 July 28, 2002, Premier recorded its additional $90,000
         investment in its website by recording $85,000 as subscribed, unissued
         common stock and recorded the remaining $5,000 as accrued expenses.

                  Other non-current assets primarily include security deposits
         made to landlords and utility service providers. The balance of $53,925
         at July 28, 2002 is 11,107 less than the January 27, 2002 balance of
         $65,032, and primarily is the result of the write-off of a 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.

                  Deferred rent decreased $36,425 from $301,548 at January 27,
         2002, to $265,123 at July 28, 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.

                  As a result of the foregoing, common stock increased $1,640,
         from $5,790 (2,895,158 shares outstanding) at January 27, 2002, to
         $7,430 (3,715,158 shares outstanding) at July 28, 2002.

                                       13
<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 $962,125 from $8,436,433 at January 27, 2002 to $9,398,558 at
         July 28, 2002.

                  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 July 28, 2002, Premier recorded its additional $90,000
         investment in its website by recording $85,000 as subscribed, unissued
         common stock and recorded the remaining $5,000 as accrued expenses.

                  During the quarter ended July 28, 2002 Premier received
         $48,057 for exercise of common stock options. The shares had not been
         issued at July 28, 2002, accordingly the Company recorded the proceeds
         as subscribed, unissued common shares.

                  As a result of the foregoing, subscribed, unissued common
         stock had a balance of $133,057 at July 28, 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. 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 six months ended July
         28, 2002, 100,000 shares were earned under the award at a value of
         $66,401.

                  As a result of the net loss for the six months ended July 28,
         2002 of $1,279,530, the accumulated deficit increased from $6,207,475
         at January 27, 2002 to $7,487,005 at July 28, 2002. Considering the net
         loss and the equity transactions as discussed above, total

                                       14
<PAGE>

         stockholders' equity decreased $116,307 from $1,985,748 at January 27,
         2002 to $1,869,441 at July 28, 2002.

                  Net cash used by operating activities was $421,222 for the six
         months ended July 28, 2002, compared with $395,597 for the six months
         ended July 29, 2001, an increase of $25,625. The current year loss
         exceeded the prior year amount by $592,102, which was partially offset
         by an increase of $483,966 in amortization of stock and warrants issued
         for services, resulting in a remaining difference in cash used by
         operating activities of $108,136. The majority of the remaining
         difference is a result of the reduction in inventory levels coupled
         with the reduction in accounts payable, accrued expenses and other
         liabilities. Fluctuations in other accounts accounted for the remainer
         of the difference.

                  Net cash used by investing activities was $8,900 for the six
         months ended July 28, 2002 compared with $10,265 for the six months
         ended July 29, 2001, which is the result of lower capital expenditures
         in the current year period.

                  Net cash provided by financing activities for the six months
         ended July 28, 2002 was $299,824, and represents proceeds from private
         placements of our common stock in January and March 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 used by
         financing activities of $48,050 for the six months ended July 29, 2001,
         which represented the issuance of a note payable to finance a portion
         of our commercial liability insurance package, and regularly scheduled
         payments on other notes payable.

                  The foregoing resulted in a decrease of $130,298 in our
         operating cash position from $578,778 at January 27, 2002 to $448,480
         at July 28, 2002. This compares with a decrease in cash of $453,912
         from $691,693 at January 28, 2001, to $237,781 at July 29, 2001.

                  As of the date of this report, no additional leases to open
         retail locations have been executed. However, 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 will be secured. We are currently
         developing a free-standing kiosk model which will allow us to enter
         markets with an investment of approximately $60,000 as compared to the
         $100,000 to $200,000 normally experienced with an in-line store.
         Advantages of the kiosk include shorter lease terms and a less
         expensive method of testing a location to determine if a traditional
         in-line store should be added in the future.







                                       15
<PAGE>



      Results of Operations - Three Months Ended July 28, 2002 Compared to
                        Three Months Ended July 29, 2001

                  Set forth below is selected summary financial data derived
         from the financial statements and financial records.
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                           ------------------
                                                       July 28, 2002   July 29, 2001
                                                       -------------   -------------

          Statements of Operations Data:
<S>                                                   <C>               <C>
          Total revenues ........................     $ 2,313,898       $ 2,524,643
          Operating loss ........................        (435,495)         (313,061)
          Net loss ..............................        (593,116)         (317,325)
          Net loss per common share .............            (.16)             (.21)
          Weighted average shares outstanding ...       3,704,828         1,537,268

          Statistical Data:
          Store revenues ........................     $ 2,313,427       $ 2,516,998
          Store gross margin ....................       1,569,256         1,750,327
          Store operating expenses ..............       1,473,669         1,636,037
          Store operating profit ................          95,587           114,290
          Corporate overhead operating expenses .         531,223           413,436
          Gross margin percentage ...............            67.8%             69.5%
          Comparable same store sales (28 stores)       2,313,427         2,308,835
          Comparable same store sales growth ....             0.2%            -1.1%
</TABLE>


         Total revenues for the three months ended July 28, 2002 were $2,313,898
         as compared to $2,524,643 for the comparable period ended July 29,
         2001, a decrease of $210,745, or 8.3%. Comparable same store sales (28
         stores) were $2,313,427 for the three months ended July 28, 2002 as
         compared to $2,308,835 for the comparable period ended July 29, 2001,
         an increase of $4,592, or 0.2%. 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.

                                       16
<PAGE>

                  Also included in total revenues are $471 and $7,645 for the
         quarters ended July 28, 2002 and July 29, 2001, respectively. These
         revenues generally represent sales to corporate employees and sales
         generated from our website.

                  For the three months ended July 28, 2002, cost of goods sold
         was $744,501 and the gross margin was $1,569,397, or 67.8%. For the
         three months ended July 29, 2001, cost of goods sold was $770,890 and
         the gross margin was $1,753,753, or 69.5%. The decrease in gross margin
         percentage is partially attributed to a moving sale conducted at our
         store in Sunrise, Florida in which we liquidated old merchandise
         carried over from the 2001 holiday shopping season.

                   Total operating expenses were $2,004,892 for the quarter
         ended July 28, 2002, compared to $2,066,814 for the quarter ended July
         29, 2001, or 86.6% and 81.9% of revenues, respectively. The largest
         category of these expenses were comprised of store and corporate office
         personnel expenses, which amounted to $763,130, or 33.0% of revenues,
         and $855,543, or 33.9% of revenues for the quarters ended July 28,
         2002, and July 29, 2001, respectively, a decrease of $92,413. This
         decrease is attributed primarily to operating fewer stores during the
         quarter ended July 28, 2002 than during the comparable prior year
         quarter.

                  Total personnel costs for our corporate personnel were
         $213,667 and $214,807 for the quarters ended July 28, 2002, and July
         29, 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 decrease in other corporate personnel costs of $34,340
         is attributed to staff reductions and the departure of our Chief
         Operating Officer in February 2002.

                  Occupancy costs of $680,827, and $681,657, are included in
         total operating expenses for the three months ended July 28, 2002 and
         July 29, 2001, respectively. The decrease of $59,442 resulting from
         operating fewer stores during the quarter ended July 28, 2002 is offset
         by an increase in current store occupancy costs of $34,583 and an
         increase in corporate occupancy cost of $23,070 due to having rent at
         both the current and the former corporate offices. This is expected to
         be settled for an amount less than the full rental otherwise due
         through the end of the lease term, January 2003.

                  Other selling, general and administrative expenses of $409,795
         and $392,515 are included in total operating expenses for the quarters
         ended July 28, 2002 and July 29, 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:
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                               ------------------
                                                      July 28, 2002            July 29, 2001
                                                      -------------            -------------

<S>                                              <C>              <C>    <C>              <C>
          Advertising and promotion ........     $ 36,805         1.6%   $ 51,328         2.0%
          Banking fees .....................       51,105         2.2%     56,747         2.2%
          Merchandise distribution .........       20,780         0.9%     17,930         0.7%
          Repairs and rentals ..............       25,698         1.1%     17,566         0.7%
          Property insurance, fees and taxes       40,082         1.7%     36,143         1.4%
          Professional and service fees ....      108,713         4.7%     67,075         2.7%
          Supplies and product packaging ...       34,989         1.5%     43,442         1.7%
          Telephone and utilities ..........       44,176         1.9%     53,061         2.1%
          Travel ...........................       32,931         1.4%     32,930         1.3%
          Other ............................       14,515         0.6%     16,293         0.6%
                                                 --------         ----   --------         ----
                                                 $409,795        17.7%   $392,515        15.5%
                                                 ========         ====   ========         ====

</TABLE>

                                       17
<PAGE>

                  Professional and service fees are $41,638 higher in the
         current period principally due to higher legal fees of $16,409 and
         higher other professional fees of $23,182. All other costs are
         relatively consistent with the prior period.

                  Also included in total operating expenses are depreciation and
         amortization expenses that were $151,140 and $137,099 for the quarters
         ended July 28, 2002 and July 29, 2001, respectively.

                  As a result of the foregoing, the loss from operations for the
         quarter ended July 28, 2002 was $435,495, as compared with a loss from
         operations for the quarter ended July 29, 2001 of $313,061, an increase
         of $122,434.

                  Interest income was $876 and $3,180 for the quarters ended
         July 28, 2002, and July 29, 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 $6,009 and $8,143 for the quarters
         ended July 28, 2002, and July 29, 2001, respectively, and is comprised
         primarily of interest charged on the notes discussed above.

                  The Company recognized an unrealized loss from marketable
         securities of $137,650 which included a loss of $202,650 from their
         investment in SGDD net of a gain of $65,000 from their investment in
         Innovations.

                  Other income (expense) consisted of a net expense of $14,838
         during the quarter ended July 28, 2002 as compared to net income of
         $699 during the quarter ended July 29, 2001. The net expense in the
         current period consists primarily of a litigation settlement of $18,000
         offset by license fee income of $3,750.

                  Based on the foregoing, the net loss for the three months
         ended July 28, 2002 was $593,116 ($.16 per share). This compares with a
         net loss for the three months ended July 29, 2001 of $317,325 ($.21 per
         share).




                                       18
<PAGE>



       Results of Operations - Six Months Ended July 28, 2002 Compared to
                         Six Months Ended July 29, 2001

                  Set forth below is selected summary financial data derived
         from the financial statements and financial records.
<TABLE>
<CAPTION>

                                                               Six Months Ended
                                                               ----------------
                                                       July 28, 2002     July 29, 2001
                                                       -------------     -------------

          Statements of Operations Data:
<S>                                                   <C>               <C>
          Total revenues ........................     $ 4,793,503       $ 4,946,446
          Operating loss ........................      (1,232,620)         (681,385)
          Net loss ..............................      (1,279,530)         (687,428)
          Net loss per common share .............            (.38)             (.45)
          Weighted average shares outstanding ...       3,397,795         1,531,888

          Statistical Data:
          Store revenues ........................     $ 4,792,160       $ 4,932,364
          Store gross margin ....................       3,245,324         3,425,061
          Store operating expenses ..............       3,097,678         3,287,964
          Store operating profit ................         147,646           137,098
          Corporate overhead operating expenses .       1,379,648           791,578
          Gross margin percentage ...............            67.7%             69.3%
          Comparable same store sales (27 stores)       4,628,485         4,384,383
          Comparable same store sales growth ....             5.6%            -4.2%

</TABLE>


                  Total revenues for the six months ended July 28, 2002 were
         $4,793,503 as compared to $4,946,446 for the comparable period ended
         July 29, 2001, a decrease of $152,943 (3.1%). Comparable same store
         sales (27 stores) were $4,628,485 for the six months ended July 28,
         2002 as compared to $4,384,383 for the comparable period ended July 29,
         2001, an increase of $244,102, or 5.6%. 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
         $163,675 and $547,981 for the six months ended July 28, 2002, and July
         29, 2001, respectively, are attributed to stores closed since January
         28, 2001, and our outlet store in Sunrise, Florida which was moved to a
         new location during the quarter ended April 28, 2002. 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.

                  Also included in total revenues are approximately $1,343 and
         $14,082 for the six-month periods ended July 28, 2002 and July 29,
         2001, respectively. These revenues generally represent sales to
         corporate employees and sales generated from our website.

                                       19
<PAGE>

                  For the six-month period ended July 28, 2002, cost of goods
         sold was $1,548,627 and the gross margin was $3,244,876, or 67.7%. For
         the six-month period ended July 29, 2001, cost of goods sold was
         $1,516,555 and the gross margin was $3,429,891 , or 69.3%. The decrease
         in gross margin percentage is partially attributed to a moving sale
         conducted at our store in Sunrise, Florida in which we liquidated old
         merchandise carried over from the 2001 holiday shopping season.

                  Total operating expenses were $4,477,496 for the six-month
         period ended July 28, 2002, compared to $4,111,276 for the six-month
         period ended July 29, 2001, or 93.4% and 83.1% of revenues,
         respectively. The largest category of these expenses is comprised of
         store and corporate office personnel expenses, which amounted to
         $1,616,941, or 33.7% of revenues, and $1,722,981, or 34.8% of revenues
         for the six-month periods ended July 28, 2002, and July 29, 2001,
         respectively, a decrease of $106,040 (6.2%). This decrease is
         attributed primarily to operating fewer stores during the six-month
         period ended April 28, 2002, than during the comparable period ended
         April 29, 2001.

                  Total personnel costs for our corporate personnel were
         $425,846 and $448,909 for the six-month periods ended July 28, 2002,
         and July 29, 2001, respectively. Included in corporate personnel costs
         is $66,401 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 $23,063
         ($89,464 gross) is attributed to staff reductions and the departure of
         our Chief Operating Officer in February 2002.

                  Occupancy costs of $1,357,873, and $1,376,839, are included in
         total operating expenses for the six-month periods ended July 28, 2002
         and July 29, 2001, respectively. The decrease of $18,966 reflects
         reduced rent expenses resulting from operating fewer stores during the
         six-month period ended July 28, 2002 partially offset by higher
         corporate occupancy costs of $35,877 due to the duplication of
         facilities during the transition period from the former to the current
         corporate office location.




                                       20
<PAGE>



                  Other selling, general and administrative expenses of
         $1,213,986 and $734,833 are included in total operating expenses for
         the six-month periods ended July 28, 2002 and July 29, 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:

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                  ----------------
                                                        July 28, 2002            July 29, 2001
                                                        -------------           -------------

<S>                                              <C>                <C>    <C>                <C>
          Advertising and promotion ........     $  118,503         2.5%   $   93,776         1.8%
          Banking fees .....................        101,548         2.1%      109,372         2.1%
          Merchandise distribution .........         35,259         0.7%       38,244         0.7%
          Repairs and rentals ..............         40,112         0.8%       31,864         0.6%
          Property insurance, fees and taxes         79,643         1.7%       67,318         1.3%
          Professional and service fees ....        586,382        12.2%      102,459         2.0%
          Supplies and product packaging ...         70,392         1.5%       97,410         1.9%
          Telephone and utilities ..........         90,585         1.9%      100,599         1.9%
          Travel ...........................         66,363         1.4%       60,602         1.2%
          Other ............................         25,200         0.5%       33,189         0.6%
                                                 ----------         ----   ----------         ----
                                                 $1,213,986        25.3%      734,833        14.1%
                                                 ==========         ====   ==========         ====
</TABLE>

                  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 six months
         ended July 28, 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.

                  Also included in total operating expenses are depreciation and
         amortization expenses that were $288,696 and $276,623 for the six-month
         periods ended July 28, 2002 and July 29, 2001, respectively.

                  As a result of the foregoing, the loss from operations for the
         six-month period ended July 28, 2002 was $1,232,620, as compared with a
         loss from operations for the six-month period ended July 29, 2001 of
         $681,385, an increase of $551,235.

                  Interest income was $2,846 and $8,744 for the six-month
         periods ended July 28, 2002, and July 29, 2001, respectively, and

                                       21
<PAGE>

         results from the daily investing of available cash balances. The
         decline is due primarily to lower interest rates on invested balances.
         Interest expense was $13,068 and $17,776 for the six-month periods
         ended July 28, 2002, and July 29, 2001, respectively, and is comprised
         primarily of interest charged on the notes discussed above.

                  The Company recognized an unrealized loss from marketable
         securities of $21,850 which included a loss of $86,850 from their
         investment in SGDD net of a gain of $65,000 from their investment in
         Innovations.

                  Other income (expense) consisted of a net expense of $14,838
         during the six-month period ended July 28, 2002 as compared to net
         income of $2,989 for the corresponding prior year period. The net
         expense in the current period consists primarily of a litigation
         settlement of $18,000 offset by license fee income of $3,750.

                  Based on the foregoing, the net loss for the six-month period
         ended July 28, 2002 was $1,279,530 ($.38 per share). This compares with
         a net loss for the six-month period ended July 29, 2001 of $687,428
         ($.45 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 immediatedly 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
         August 23, 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.


                           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.

                                       22
<PAGE>

                  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 has
         signed a summary of amendments to be made to the existing lease and is
         currently awaiting final amended lease documents from the landlord. The
         settlement forgives all previously accrued additional rents, requires
         the payment by Premier of approximately $3,000 in disputed pre-opening
         expense and reduces future 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.

                                       23
<PAGE>

         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 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.

                  In each of the foregoing issuances, the acquired
         securityholder 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 July 28, 2002.

         Item 5.     Other Information

                  The Company currently does not have a Chief Financial Officer.

         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




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                                                               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.


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


         September 16, 2002           By:  /s/Mark Henderson
                                      Mark Henderson, Controller











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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.

                  September 16, 2002         /s/ Terry Washburn
                                             -----------------------------------
                                             Terry Washburn
                                             Chief Executive Officer