<PAGE>

                                FORM 10-QSB/A-1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


             [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended October 27, 1996

                                      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 Identification 
of incorporation or organization)                         Number)

          3033 South Parker Road, Suite 120, Aurora, Colorado  80014
          ----------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

                                (303) 338-1800
                                --------------
               (Issuer's telephone number, including area code)

               -------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

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 December 11, 1996, the Registrant had 3,744,695 shares of its $.0004 par
value Common Stock outstanding.

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

<PAGE>
<PAGE>
                                     INDEX
<TABLE>
<CAPTION>

                                                                          PAGE
<S>                                                                       <C>
PART I. FINANCIAL INFORMATION

        Item 1.  Financial Statements                                       3

                 Balance Sheet as of October 27, 1996 and
                 January 28, 1996                                           4

                 Statement of Operations for the Three Months
                 Ended October 27, 1996 and Three Months Ended
                 October 29, 1995                                           5

                 Statement of Operations for the Nine Months
                 Ended October 27, 1996 and Nine Months Ended
                 October 29, 1995                                           6

                 Statement of Changes in Stockholders' Equity for
                 the Nine Months Ended October 27, 1996                     7

                 Statement of Cash Flows for the Nine Months Ended
                 October 27, 1996 and Nine Months Ended October 29, 1995    8

                 Notes to Consolidated Financial Statements                 9

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

                 Liquidity and Capital Resources                           10

                 Results of Operations                                     12

PART II.         OTHER INFORMATION                                         17

        Item 1.  Legal Proceedings                                         17

        Item 2.  Changes in Securities                                     17

        Item 3.  Defaults Upon Senior Securities                           17

        Item 4.  Submission of Matters to a Vote of Security Holders       17

        Item 5.  Other Information                                         18

        Item 6.  Exhibits and Reports on Form 8-K                          18

/TABLE
<PAGE>
<PAGE>
                        PART I.  FINANCIAL INFORMATION


Item 1. Financial Statements

        The Company's 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 Balance Sheet at October 27, 1996,  Statement of
Operations for the Three and Nine Months Ended October 27, 1996 and the Three
and Nine Months Ended October 29, 1995, Statement of Changes in Stockholders'
Equity for the Period from January 29, 1996, through October 27, 1996, and
Statement of Cash Flows for the Nine Months Ended October 27, 1996 and October
29, 1995 are unaudited but reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the financial position and results
of operations for the interim period presented.  The Balance Sheet as of
January 28, 1996 is derived from the audited financial statements, but does not
include all disclosures required by generally accepted accounting principles. 
As a result, these financial statements should be read in conjunction with the
Company's Form 10-KSB/A for the year ended January 28, 1996.
<PAGE>
<PAGE>
                            PREMIER CONCEPTS, INC.
                                 BALANCE SHEET
                  AS OF OCTOBER 27, 1996 AND JANUARY 28, 1996
<TABLE>
<CAPTION>

                                            OCTOBER 27, 1996  JANUARY 28, 1996
                                               (UNAUDITED)        (AUDITED)
                                             ---------------  ----------------
<S>                                            <C>              <C>          
ASSETS
------
Current Assets:
 Cash & Cash Equivalents                         $  47,619        $  327,198 
 Investments, at market                              7,006            45,113 
 Inventories                                     1,588,254         1,393,925 
 Prepaid Expenses & Other Current Assets           164,969            95,503 
                                               ------------     -------------
   Total Current Assets                          1,807,848         1,861,739 

Property and Equipment, net                      1,254,549           977,727 

Trademarks, net                                     90,933           104,900 

Deferred Offering Costs                            211,542 

Other Assets                                       104,507            92,428 
                                               ------------     -------------
    Total Assets                                $3,469,379        $3,036,794 
                                                ===========       ===========
LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities:
 Notes Payable and Current Portion of 
 Long Term Debt:
     Related Parties                            $   74,420        $   98,879 
     Other                                         272,762           378,902 
 Accounts Payable                                1,006,839           291,905 
 Other Accrued Liabilities                         174,024           408,881 
                                               ------------     -------------
   Total Current Liabilities                     1,528,045         1,178,567 
Long-Term Debt, Less Current Portion               691,104           759,864 
Other Liabilities                                   91,522            56,159 
                                               ------------     -------------
     Total Liabilities                           2,310,671         1,994,590 
                                               ------------     -------------
Shareholders' Equity:
  Preferred Stock, $.10 par value, 
    20,000,000 shares authorized; 
    416,670 issued and outstanding at
    October 27, 1996                                41,667                -- 
  Common Stock, $.0004 par value; 
    850,000,000 shares authorized; 
    3,744,695 shares issued and outstanding          1,498             1,498 
  Additional Paid-in Capital                     2,940,070         2,756,737 
  Accumulated Deficit                           (1,824,527)       (1,716,031)
                                               ------------     -------------
  Total Stockholders' Equity                     1,158,708         1,042,204 
                                               ------------     -------------
      Total Liabilities & Equity               $ 3,469,379       $ 3,036,794 
                                               ============      ============
</TABLE>
<PAGE>
<PAGE>
                            PREMIER CONCEPTS, INC.
                            STATEMENT OF OPERATIONS
       FOR THE THREE MONTHS ENDED OCTOBER 27, 1996 AND OCTOBER 29, 1995
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED   THREE MONTHS ENDED
                                        OCTOBER 28, 1996     OCTOBER 29, 1995
                                       ------------------   ------------------
<S>                                        <C>                  <C>         
Retail Sales                                $2,314,523           $2,090,648 
Wholesale Sales                                 15,935                1,273 
                                           ------------        -------------
    Total Revenues                           2,330,458            2,091,921 
Cost of Goods Sold                             668,321              623,948 
                                           ------------        -------------
    Gross Margin                             1,662,137            1,467,973 

Operating Expenses:
  Selling, General & Administrative          1,515,085            1,481,614 
  Provision for Store Closures                     --                (9,526)
  Depreciation & Amortization                   72,016               82,481 
                                           ------------        -------------
    Total Operating Expenses                 1,587,101            1,554,569 
                                           ------------        -------------
Operating Profit (Loss)                         75,036              (86,596)
  
Other Income (Expenses):
    Interest, net                              (24,928)             (32,110)
    Increase (Decrease) in Fair Value --
      Tradeable Securities                      (3,806)              (4,595)
    Other                                       41,268              (1,626) 
                                           ------------        -------------
  Other, net                                    12,534              (38,331)

Profit (Loss) Before Income Tax Benefit and 
  Discontinued Operation                        87,570             (124,927)

  Income Tax Benefit                               --                54,000 
                                           ------------        -------------
Profit (Loss) Before Discontinued Operation     87,570              (70,927)

Income from Discontinued Operation                 --                87,440 
                                           ------------        -------------
Net Income                                $     87,570         $     16,513 
                                          ============         ============ 
Net Income Available to Common 
  Shareholders                            $     82,570         $     16,513 
                                          ============         ============ 
Net Income (Loss) Per Share
  Before Discontinued Operation           $       0.02         $      (0.02)
  Discontinued Operations                          --                  0.02 
  Dividends Applicable to Preferred Stock         0.00                  --  
                                           ------------        -------------
      Net Income (Loss) Per Share         $       0.02          $      0.00 
                                          ============           ===========
Weighted Average Shares Outstanding          4,093,445            3,079,799 
                                             =========            ========= 
/TABLE
<PAGE>
<PAGE>
                            PREMIER CONCEPTS, INC.
                            STATEMENT OF OPERATIONS
        FOR THE NINE MONTHS ENDED OCTOBER 27, 1996 AND OCTOBER 29, 1995
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                        NINE MONTHS ENDED    NINE MONTHS ENDED
                                        OCTOBER 28, 1996     OCTOBER 29, 1995
                                       ------------------   ------------------
<S>                                        <C>                   <C>        
Retail Sales                                $6,263,960           $6,188,869 
Wholesale Sales                                 23,950               42,381 
                                           ------------        -------------
    Total Revenues                           6,287,910            6,231,250 
Cost of Goods Sold                           1,847,986            1,950,465 
                                           ------------        -------------
    Gross Margin                             4,439,924            4,280,785 

Operating Expenses:
  Selling, General & Administrative          4,365,891            4,453,164 
  Provision for store closures                     --                (8,107)
  Depreciation & Amortization                  212,330              252,992 
                                           ------------        -------------
    Total Operating Expenses                 4,578,221            4,698,049 
                                           ------------        -------------
Operating Loss                                (138,297)            (417,264)
  
Other Income (Expenses):
    Interest, net                              (79,350)             (97,968)
    Increase (Decrease) in Fair Value --
      Tradeable Securities                      12,458             (150,471)
    Other                                       70,516               28,755 
                                           ------------        -------------
  Other, net                                     3,624             (219,684)

Loss Before Income Tax Benefit and 
  Discontinued Operation                      (134,673)            (636,948)

  Income Tax Benefit                            10,000              109,000 
                                           ------------        -------------
Loss Before Discontinued Operation            (124,673)            (527,948)

Income from Discontinued Operation              16,177              177,830 
                                           ------------        -------------
Net Loss                                  $   (108,496)         $  (350,118)
                                          =============         ============
Net Loss Available to Common 
  Shareholders                            $   (116,496)         $  (350,118)
                                          =============         ============
Net Profit (Loss) Per Share
  Before Discontinued Operation           $      (0.03)         $     (0.23)
  Discontinued Operations                          .00                  .08 
  Dividends Applicable to Preferred 
    Stock                                           --                   -- 
                                           ------------        -------------
      Net Profit (Loss) Per Share         $     (0.03)          $     (0.15)
                                         ==============       ==============
Weighted Average Shares Outstanding          3,744,695            2,274,257 
                                             =========            ========= 
/TABLE
<PAGE>
<PAGE>
<TABLE>                                            PREMIER CONCEPTS, INC.
                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE PERIOD FROM JANUARY 28, 1996 THROUGH OCTOBER 27, 1996
                                                  (UNAUDITED)
<CAPTION>

                            Common Stock          Preferred Stock     Additional
                         -------------------    ------------------------Paid-In     Accumulated
                         Shares      Amount     Shares      Amount      Capital      (Deficit)       Total
                         -------     ------    ---------    ------    ----------   ------------   -----------
<S>                      <C>         <C>       <C>          <C>      <C>           <C>            <C>        
Balances,
 January 28, 1996           --         --      3,744,695    $1,498   $2,756,737    $(1,716,031)   $1,042,204 

Preferred stock 
 issued for cash         416,670     41,667          --         --      183,333            --        225,000 

Net Loss Through 
 October 27, 1996           --         --            --         --           --       (108,496)     (108,496)
                         -------     ------     ---------   ------    ----------   ------------   -----------
Balances, 
 October 27, 1996        416,670     41,667     3,744,695   $1,498   $ 2,940,070   $(1,824,527)  $ 1,158,708 
                         =======     ======     =========   ======   ===========   ============  =========== 
/TABLE
<PAGE>
<PAGE>
                            PREMIER CONCEPTS, INC.
                            STATEMENT OF CASH FLOWS
        FOR THE NINE MONTHS ENDED OCTOBER 27, 1996 AND OCTOBER 29, 1995
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                          NINE MONTHS ENDED   NINE MONTHS ENDED
                                          OCTOBER 27, 1996    OCTOBER 29, 1995
                                          -----------------   -----------------
<S>                                            <C>                <C>       
Cash Flows From Operating Activities:
 Net income (loss)                             $(108,496)         $(350,118)
 Adjustments to reconcile net income 
   (loss) to net cash from operating 
   activities:
     Gain on restructuring of debt               (14,250)               --  
     Provision for store closure                                     (8,107)
     Discontinued operations                     (26,177)          (286,330)
     Depreciation and amortization               212,330            252,992 
     (Gain) loss on marketable securities        (12,458)           150,471 
     Other, net                                  (12,079)            66,022 

 Changes in operating assets and liabilities:
   (Increase) decrease in:
     Inventories                                (194,329)          (330,066)
     Other assets                                (69,466)           (34,003)
   Increase (decrease) in:
     Accounts payable and accrued 
       liabilities                               506,254            515,607 
     Other liabilities                            35,363            (90,320)
                                             ------------      -------------
     Net cash provided (used) by 
       operating activities                      316,692           (113,852)

Cash Flows From Investing Activities:
 Proceeds from sale of investments                50,564            150,058 
 Capital expenditures for property and 
   equipment                                    (475,185)           (11,445)
                                             ------------      -------------
 Net cash provided by (used in)
       investing activities                     (424,621)           138,613 

Cash Flows From Financing Activities:
 Deferred offering costs                        (211,542)               --  
 Proceeds from issuance of preferred stock       225,000                --  
 Proceeds from issuance of common stock              --             156,625 
 Proceeds from issuance of notes payable             --             100,000 
 Payments on notes payable                      (185,108)          (313,791)
                                             ------------      -------------
     Net cash used by financing activities      (171,650)           (57,166)
                                             ------------      -------------
Decrease in Cash                                (279,579)           (32,405)

Cash & Cash Equivalents, beginning 
 of period                                       327,198            171,164 
                                             ------------      -------------
Cash & Cash Equivalents, end of period       $    47,619       $    138,759 
                                             ===========       ============ 
Supplemental Schedule of Cash Flow 
Information:
 Cash paid for interest                      $    86,073       $     98,807 
                                             ===========       ============ 
/TABLE
<PAGE>
<PAGE>
                            PREMIER CONCEPTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               OCTOBER 27, 1996
                                  (Unaudited)

          
COMMITMENTS AND CONTINGENCIES
-----------------------------
     LITIGATION
     ----------
     The Company is subject to legal proceedings, claims and liabilities, which
arise in the ordinary course of its business. In the opinion of management, the
disposition of these actions will not have a material adverse effect upon the
Company's financial position or results of operations.  (See PART II.  OTHER
INFORMATION--Item 1.  Legal Proceedings.)

     SEASONALITY AND QUARTERLY FLUCTUATIONS  
     --------------------------------------
     The Company's faux jewelry chain, Impostors,  historically has realized
lower sales during the first three quarters which has resulted in the Company
incurring losses during those quarters.  However, the Company recorded a net
profit in the third quarter in the amount of $87,570, and combined with net
losses in the first two quarters, the Company has generated a net loss during
the nine months ended October 27, 1996 of $(108,496).

     The Company historically realizes approximately twenty percent (20%) of
its revenues during December as a result of the Christmas season.  If the
Company's sales are substantially below seasonal expectations during December,
the Company's annual results will be adversely affected.
     
     IMPAIRMENT OF LONG-LIVED ASSETS
     -------------------------------
     In March 1996, the Financial Accounting Standards Board issued a statement
entitled "Accounting for Impairment of Long-Lived Assets."  In the event that
facts and circumstances indicate that the cost of assets or other assets may be
impaired, an evaluation of recover ability would be performed.  If an
evaluation is required, the estimated future in discounted cash flows
associated with the asset would be compared to asset's carrying amount to
determine if a write-down to market value or discounted cash flow value is
required.  Adoption of FAS 121 had no effect on the unaudited October 27, 1996,
financial statements.

     STOCK-BASED COMPENSATION
     ------------------------
     In October 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Stock-Based Compensation" (FAS 123).  The new
statement is effective for fiscal years beginning after December 15, 1995.  FAS
123 encourages, but does not require, companies to recognize compensation
expense for grants of stock, stock options, and other equity instruments to
employees based on fair value.  Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in the
notes to the financial statements.  Transactions in equity instruments with
non-employees for goods or services must be accounted for on the fair value
method.  The Company has elected not to adopt the fair value accounting
prescribed by FAS 123 for employees, and will be subject only to the disclosure
requirements prescribed by FAS 123.

     Other than what has been discussed above, management knows of no trends,
or other demands, commitments, events or uncertainties that will result in, or
that are reasonably likely to result in a material impact on the income and
expenses of the Company.
<PAGE>
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS OF PREMIER CONCEPTS, INC.


     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.

LIQUIDITY AND CAPITAL RESOURCES 
-------------------------------

     Approximately 20% of the Company's business is generated during the
Christmas holiday season.  The Company's cash position will therefore be the
highest at the end of December as compared to any other month of the year, and
tends to decrease during the first, second, and third quarters of the fiscal
year.  On June 24, 1996, the Company successfully completed a bridge financing
in which it sold an aggregate of 416,670 shares of Series A Convertible
Preferred Stock and 208,335 Class B Warrants, realizing net proceeds of
$225,000.  These proceeds were primarily used to finance the remodeling
projects for the St. Louis and Tucson locations, to partially finance the
completion of a new store in the Park Meadows Mall in Denver, Colorado, and to
purchase various fixtures and equipment associated with improvements for other
existing locations.  The Company's net accounts payable and other accrued
liabilities increased approximately $542,000 during the nine months ended
October 27, 1996.  The bridge financing funds and increases in accounts payable
have been largely used to finance new store construction and existing store
remodels that were completed during the first nine months of fiscal 1997, to
purchase fixtures and equipment, to finance increases in inventories for the
Christmas holiday season and anticipated new store openings in the fourth
quarter, to finance offering costs, net losses, and to reduce notes payable. As
a result, the Company's cash position decreased by $279,579 from $327,198 at
January 28, 1996 to $47,619 at October 27, 1996.

     During the first nine months of fiscal 1997, the Company continued its
efforts to liquidate its common stock position in Global Casinos, Inc. 
Therefore, marketable securities decreased from $45,113 at January 28, 1996 to
$7,006 at October 27, 1996.  Management intends to liquidate its remaining
securities holdings as allowed by the general market conditions.

     During the nine months ended October 27, 1996, the Company invested
$475,185 in construction in progress, leasehold improvements, furniture and
equipment.  Approximately $413,000 of this investment represents leasehold
improvements, furniture and fixtures in connection with the remodels and
investments in the locations in San Mateo, California, St. Louis, Missouri,
Tucson, Arizona, Bellevue, Washington, and Denver, Colorado, as well as
projects in Florida, New Jersey and Nevada, and for minor improvements and
maintenance of other existing locations.  The balance of approximately $62,000
represents investments in corporate office improvements and purchases of
furniture and equipment in connection with the relocation of the corporate
office in January, 1996.

     Therefore, property and equipment, net of $783,520 in accumulated
depreciation, increased $276,822 from $977,727 at January 28, 1996, to
$1,254,549 at October 27, 1996.  At January 28, 1996, the Company's trademark
assets were $104,900, net of accumulated amortization, which represented the
goodwill associated with the Impostors trademark and other intellectual
property acquired as part of the purchase of the Impostors' assets in February,
1994.  The Company's trademark asset is being amortized over a 10 year period,
and had an amortized book value of $90,933 at October 27, 1996.

     The Company has incurred costs in connection with its proposed public
financing of $211,542 which primarily represent professional services, printing
and other administrative costs.  It is estimated that the total costs to
complete the offering will approximate $375,000 which will be offset against
the proceeds from the financing.

     As of October 27, 1996, the Company had total outstanding liabilities of
$2,310,671 compared to $1,994,590 at January 28, 1996, representing an increase
of $316,081 which was due to an increase in current liabilities of $349,478,
from $1,178,567 at January 28, 1996 to $1,528,045 at October 27, 1996.  This
increase was primarily the result of an increase in net accounts payable of
approximately $715,000 which was used to help finance offering costs, store
remodelings and net losses from operations and to reduce notes payable.  Also,
management continued its efforts to purchase larger quantities of inventories
to maintain favorable inventory costs and to increase inventory levels to
accommodate the opening of Park Meadows, and the new store openings which
occurred in the months of November and December, and the normal inventory
build-up for the Christmas holiday season.  As a result of the foregoing,
working capital decreased by $403,369, from $683,172 at January 28, 1996 to
$279,803 at October 27, 1996.

     The amount borrowed from related parties was $74,420 at October 27, 1996
which reflects a reduction of $24,459, from the January 28, 1996 figure of
$98,879.  During the nine month period, the Company also reduced other short
and long term notes by $174,900, which resulted in other notes payable of
$963,866 as of October 27, 1996 compared to $1,138,766 at January 28, 1996.  As
of October 27, 1996, the Company was in arrears in the payment of two notes
totaling, in the aggregate, approximately $150,000.  Management has been in
discussions with the two noteholders and plans to retire these two notes with
the proceeds from its proposed public financing.

     The largest portion of the Company's long-term debt is comprised of a
$635,000 promissory note, which note carries interest at the rate of 10% per
annum and is payable in monthly interest payments of approximately $5,300 and
is due February 22, 1998.  The note is secured by the Company's assets.

     As a result of the Company's net loss for the nine months of $108,496, the
accumulated deficit increased from $1,716,031 at January 28, 1996 to a deficit
of $1,824,527 at October 27, 1996.  However, due to the Company realizing
$225,000 from the Bridge Offering in June, 1996, stockholders' equity increased
in the nine months from $1,042,204 at January 28, 1996 to $1,158,708 at October
27, 1996.

     Net cash provided by operating activities for the period ended October 27,
1996 was $316,692, compared to net cash used by operating activities of
$113,852 for the nine months ended October 29, 1995.  The primary changes in
cash flow generated by operations in the nine month periods ended October 27,
1996, and October 29, 1995 reflects the increase in accounts payable and other
accrued liabilities of $506,254 and $515,607 for the two periods respectively.
The improvement in cash generated by operations was principally due to lower
overhead costs and a resulting reduction in the operating loss for the period,
and the Company's reduced position of investments in securities holdings.

     During the nine months ended October 27, 1996, the Company invested
$475,185 in capital equipment, which reflects the investments in leasehold
improvements, furniture and equipment discussed above.  During the period,
management continued its efforts to sell its holdings of Global Casinos common
stock, which resulted in proceeds of $50,564.

     Net cash used in financing activities for the nine months ended October
27, 1996 and October 29, 1995 was $171,650 and $57,166 respectively.  The
majority of the change was the result of reduced payments on notes payable in
1996 as compared to 1995 in the amount of $128,683, and $211,542 of deferred
offering costs incurred in connection with the proposed public financing
discussed above.

     The foregoing resulted in a decrease in the Company's cash position of
$91,140, from $138,759 at October 29, 1995 to $47,619 at October 27, 1996.

     At January 28, 1996, the Company had a net operating loss carryforward for
federal tax purposes of approximately $680,000 that may be utilized to offset
future profits.

     As mentioned above, during the months of August, September, October,
November and December, the Company opened six additional retail locations. 
These locations are at the Park Meadows Mall in Denver, Colorado, the Coastland
Center in Naples, Florida, Sawgrass Mills in Sunrise, Florida, Bayside
Marketplace in Miami, Florida, Menlo Park in Edison, New Jersey, and Garden
State Plaza in Paramus, New Jersey.  In addition, the Company has executed six
additional leases to open new locations in the first quarter of fiscal 1998. 
These stores will be located in Miami, Florida, Orange County, California, two
locations in Ft. Lauderdale, Florida, Washington DC, and Las Vegas, Nevada. 
Other sites are currently being evaluated.  Depending on location and size, the
opening of a new retail location represents an aggregate capital commitment of
approximately $100,000-$200,000 which includes leasehold improvements,
furniture, fixture, equipment and inventory.

     The Company intends to use the proceeds from its proposed secondary
financing to fund the growth of its retail chain and take advantage of other
distribution opportunities such as direct mail, home shopping and internet
distribution.  However, since the Company's ability to achieve profitability in
the future depends, to a large extent, upon realizing economies from expansion
without proportionate increases in general and administrative expenses, the
majority of the proceeds from the financing will be utilized to expand the
number of stores to 42 within the next 12 months.

     The Company believes the proceeds from the proposed public offering, along
with cash flow generated by operations will be sufficient to meet the Company's
capital needs over the next 12 months.  However, if the Company is unsuccessful
in securing the contemplated financing, its ability to pursue additional
opportunities for distribution and retail store expansion will be significantly
impaired and the results of operations for future periods may be adversely
affected.

SUBSEQUENT EVENTS
-----------------

     On December 27, 1996, the Company consummated the sale of $1,120,000 in
Convertible Promissory Notes and 200,000 Class B Warrants, realizing net
proceeds of $1,041,600.  From the net proceeds, the Company utilized $624,325
to redeem from certain former securityholders an aggregate of 189,023 shares of
Common Stock and 32,500 Class C Warrants.  The Convertible Notes bear interest
at the rate of 12% per annum, payable quarterly and are convertible into shares
of Common Stock commencing April 1, 1997, at the option of the holder, at a
conversion value of $2.80 per share.  However, if (i) the Company fails to
complete a public offering of its securities by June 30, 1997 or (ii) the
principal balance of the Convertible Notes is not retired by the Company by
their Maturity Date, the conversion value is reduced to $1.00 per share.  The
Company has agreed to retire the Convertible Notes from the proceeds of its
proposed secondary offering.  Unless earlier converted or retired, the
Convertible Notes mature and become due and payable on December 26, 1999.  The
obligation of the Company to repay the Convertible Notes is secured by a
subordinated security agreement covering all of the Company's tangible and
intangible assets.


RESULTS OF OPERATIONS
---------------------

     The following table sets forth for the periods indicated, the percentage
relationship between selected items in the Consolidated Statements of
Operations to net sales:

<TABLE>
<CAPTION>
                                   NINE MONTHS               NINE MONTHS
                                      ENDED                     ENDED
                                OCTOBER 27, 1996          OCTOBER 29, 1995
                              --------------------      --------------------
<S>                           <C>             <C>        <C>            <C>   
Revenues                      $6,287,910      100%       $6,231,250      100% 

Cost of goods sold             1,847,986     29.4%        1,950,465     31.3% 

Gross Margin                   4,439,924     70.6%        4,280,785     68.7% 

Operating Expenses             4,578,221     72.8%        4,698,049     75.4% 

Operating loss                  (138,297)    (2.2%)        (417,264)    (6.7%)

Other Income (expenses), net       3,624       nil         (219,684)    (3.5%)

Loss before discontinued        (124,673)    (2.0%)        (527,948)    (8.5%)
operation

Net Loss available to common    (116,496)    (1.9%)        (350,118)   (95.6%)
shareholders

Net Loss per common share           (.03)                      (.15)

</TABLE>


RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 27, 1996 COMPARED TO THREE
MONTHS ENDED OCTOBER 29, 1995
-----------------------------------------------------------------------------

     The Company's retail revenues for the three months ended October 27, 1996
were $2,314,523 compared to $2,090,648 for the comparable period in 1995, an
increase of $223,875, or 10.7%.  Comparable same store sales were $2,062,689
for the three months ended October 27, 1996 as compared to $1,960,701 for the
three months ended October 29, 1995, an increase of 5.2%, accounting for nearly
half the overall increase for the quarter.  The balance of the increase was
attributable to the opening of the Company's twenty-seventh store at the Park
Meadows Mall in Denver, Colorado in late August, and sales from two other
locations that were opened in October and November, 1995.  Management
attributes its increase in comparable same store sales to an continued
improvement in merchandise mix which included the introduction of a genuine
sterling silver line of products in May, 1996, and quicker stock replenishment
of fast-selling items.  Management also attributes increases in same-store
sales to improved store design in its remodeled locations.

     Sales from wholesale operations, primarily to international customers,
franchisees and jewelry repair income, were $15,935 and $1,273 for the three
months ended October 27, 1996 and October 29, 1995, respectively.

     For the three months ended October 27, 1996, cost of goods sold was
$668,321 resulting in a gross margin of $1,662,137, or 71.3%.  This compares to
the three months ended October 29, 1995 in which cost of goods sold was
$623,948 resulting in a gross margin of $1,467,973, or 70.1%.  Included in cost
of goods sold are estimates for inventory shrinkage of $23,098 and $41,840 for
the three months ended October 27, 1996 and October 29, 1995, respectively. 
Inventory shrinkage estimates are based on historical experience and are
charged based on sales volume.  The improvement in gross margin percentage is
the result of adjustments to the shrinkage reserve rate, and less promotional
activity and capitalizing on buying opportunities offering lower merchandise
costs.

     Selling, general and administrative expenses were $1,515,085 for the three
months ended October 27, 1996, compared to $1,481,614 for the three months
ended October 29, 1995.  The majority of these expenses were comprised of
personnel expenses, which amounted to $689,504 and $690,879 for the three
months ended October 27, 1996, and October 29, 1995 respectively, and occupancy
costs of $506,879 and $479,795 respectively, an increase of approximately
$26,000 which is due to the additional three stores operated during the period
and slight increases in base rents and common area charges for several existing
locations for fiscal 1997.  Depreciation and amortization expense was $72,016
for the three months ended October 27, 1996, and $82,481 for the three months
ended October 29, 1995.

     Included in total selling, general and administrative expenses are
corporate overhead expenses of $318,394, and $349,112 for the three months
ended October 27, 1996, and October 29, 1995 respectively, a decrease of
approximately $30,000, or 8.8%.  The Company attributes  the decrease in
overhead expenses to lower personnel and occupancy costs realized by the
relocation of the corporate offices from California to Colorado in January,
1996.

     As a result of the foregoing, the Company's net operating profit for the
three months ended October 27, 1996 was $75,036 as compared to an operating
loss of $(86,596) for the comparable three months ended October 29, 1995, an
improvement of approximately $162,000 over the comparable three month period.

     Net interest expense was $24,928 and $32,110 for the three months ended
October 27, 1996 and October 29, 1995 respectively.  The decrease of
approximately $7,200 is attributable to a continued effort to reduce debt.
     Other income for the three month period ended October 27, 1996 was
$41,268, as compared to other expenses of $1,626 for the same period in 1995. 
Other income includes a gain of approximately $25,000 which resulted from a
final settlement of a recorded liability and funds held in escrow that were
used to satisfy certain liabilities to unsecured creditors of the predecessor
company, and approximately $10,000 in gains realized from debt settlements with
former Impostors franchisees.

     Other income for the three month period ended October 27, 1996 also
includes approximately $6,000 income from license fees from three former
franchisees operating five locations, who executed license agreements with the
Company that entitles them to use the Impostors trademark for one year.  These
license agreements, which require an annual licensee fee of $5,000, will expire
in January and February of 1997.  The Company may renew these agreements at its
discretion.

     Based on the foregoing, the Company reported  net income for the three
months ended October 27, 1996 of $87,570.  Taking into effect the preferred
stock cumulative dividends, which is accrued but not paid, the net income
available to common shareholders was $82,570 which translates to net income of
$.02 per share based on 4,093,445 weighted average shares outstanding.  This
compares with net income for the three months ended October 29, 1995 of
$16,513, or $0.00 per share, based on 3,079,799 weighted average shares
outstanding, and represents an improvement of $66,057, or $.02 per share.


RESULTS OF OPERATIONS - NINE MONTHS ENDED OCTOBER 27, 1996 COMPARED TO NINE
MONTHS ENDED OCTOBER 29, 1995
---------------------------------------------------------------------------

     Retail revenues for the period ended October 29, 1995 were $6,188,869
which reflects revenues from 29 retail locations.  The Company's retail
revenues for the nine months ended October 27, 1996, which represent revenues
from 26 retail locations, and one additional store which opened on August 31,
1996 at the Park Meadows Mall in Denver, Colorado, were $6,263,960 an increase
of $75,091.  Wholesale sales were $23,950 and $42,381 for the nine months ended
October 27, 1996, and October 29, 1995 respectively.  Comparable same store
sales (24 stores) were $5,794,447 for the nine months ended October 27, 1996
compared to $5,605,465 for the same period in 1995, an increase of 3.4%. 
Management's attributes this increase to a continued improvement in the
Company's merchandise assortment and strategy, which included the introduction
of a genuine sterling silver line of products in May, 1996.  As well, the
Company's remodeled locations are benefitting from an improved store design.

     Although management expects that same store sales may increase marginally
in the future, it is anticipated that any material future increase in total
sales will depend upon the Company's ability to expand its number of stores. 
The Company expects that over the next twelve months planned store expansions
will not require a proportionate increase in corporate overhead.

     For the nine months ended October 27, 1996, cost of goods sold was
$1,847,986 and the gross margin was $4,439,924, or approximately 70.6%.  For
the nine months ended October 29, 1995, cost of goods sold was $1,905,465 and
the gross margin was $4,280,705 or approximately 68.7%.  Included in cost of
goods sold are estimates for inventory shrinkage of $62,500 and $134,600 for
the nine months ended October 27, 1996 and October 29, 1995, respectively. The
Company attributes the improvement in gross margin percentage to adjustments to
the shrinkage reserve rate, and less sales promotional activity and
capitalizing on buying opportunities offering lower merchandise costs.

     Selling, general and administrative expenses were $4,365,891 for the nine
months ended October 27, 1996, compared to $4,453,164 for the period ended
October 29, 1995.  The majority of these expenses were comprised of personnel
expenses, which amounted to $2,034,254 and $2,115,045 for the nine months ended
October 27, 1996 and October 29, 1995, respectively, and occupancy costs of
$1,468,886 and $1,468,587 respectively.  Depreciation and amortization expense
was $212,330 for the nine months ended October 27, 1996, and $252,992 for the
nine months ended October 29, 1995, representing a reduction of $40,662 due to
a reduced depreciable asset base.

     Included in total selling, general and administrative expenses are
corporate overhead expenses of $971,923, and $1,069,974 for the nine months
ended October 27, 1996, and October 29, 1995 respectively, a decrease of
approximately $98,000, or 9.2%.  The Company attributes  the decrease in
overhead expenses to lower personnel and occupancy costs realized by the
relocation of the corporate offices from California to Colorado in January,
1996.

     As a result of the foregoing, the Company's net operating loss for the
nine months ended October 27, 1996 was $138,297.  This compares with a loss
from operations for the nine months ended October 29, 1995 of $417,264, an
improvement of approximately $278,000 over the comparable nine month period.

     Net interest expense was $79,350 and $97,968 for the nine months ended
October 27, 1996, and October 29, 1995, respectively.  The Company's gain on
investments of $12,458 for the period ended October 27, 1996 relates to the
Company's holdings of common stock in Global Casinos, Inc.  During the nine
months ended October 27, 1996, the Company sold most of its holdings of these
securities and management intends to liquidate its remaining holdings of Global
common stock as allowed by general market conditions.  For the period ended
October 29, 1995, the Company reported loss of $150,471 on its investment in
tradable securities.

     For the nine months ended October 27, 1996, other income, net of other
expenses, was $70,517.  Of this amount, approximately $19,000 represented
license fees from three former franchisees operating five locations, who
executed license agreements with the Company that entitles them to use the
Impostors trademark for one year.  These license agreements, which require an
annual license fee of $5,000, will expire in January and February of 1997.  The
Company may renew these agreements at its discretion. Other income also
includes a gain of approximately $25,000 which represents a final settlement of
a recorded liability and funds held in escrow that were used to satisfy certain
liabilities to unsecured creditors of the predecessor company, and
approximately $28,000 in gains realized in settlements with former franchisees.

     For the nine months ended October 29, 1995, other income, net of other
expenses, was $28,755, of which included a gain of approximately $72,000
representing income from a settlement with a former franchisee, which
receivable had been previously written off in fiscal 1995.

     Income from discontinued operations, net of income tax benefit, was
$16,177 and $177,830 for the nine months ended October 27, 1996 and October 29,
1995, respectively.  The income from discontinued operations reflects
negotiated settlements with creditors relating to the Company's previous gaming
operations.

     Based on the foregoing, the Company reported a net loss available to
common shareholders for the nine months ended October 27, 1996 of $116,496,
which translates to a net loss per share, after income from discontinued
operations, of $0.03 based on 3,744,695 weighted average shares outstanding. 
This compares with a reported net loss available to common shareholders for the
nine months ended October 29, 1995 of $350,118 or $0.15 per common share, based
on 2,274,257 weighted average shares outstanding as of that date.  Future
profitability will depend upon the Company's ability to expand its number of
store locations, generate favorable lease cost-to-sales ratios and management's
continued ability to control overhead expenses, and the ability to take
advantage of other synergistic distribution opportunities.

     Other than the foregoing, management knows of no trends, or other demands,
commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, a material impact on the income and expenses of
the Company.


IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

     In March 1996, the Financial Accounting Standards Board issued a statement
entitled "Accounting for Impairment of Long-Lived Assets."  In the event that
facts and circumstances indicate that the cost of assets or other assets may be
impaired, an evaluation of recover ability would be performed.  If an
evaluation is required, the estimated future in discounted cash flows
associated with the asset would be compared to asset's carrying amount to
determine if a write-down to market value or discounted cash flow value is
required.  Adoption of FAS 121 had no effect on the unaudited October 27, 1996,
financial statements.


STOCK-BASED COMPENSATION
------------------------

     In October 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Stock-Based Compensation" (FAS 123).  The new
statement is effective for fiscal years beginning after December 15, 1995.  FAS
123 encourages, but does not require, companies to recognize compensation
expense for grants of stock, stock options, and other equity instruments to
employees based on fair value.  Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in the
notes to the financial statements.  Transactions in equity instruments with
non-employees for goods or services must be accounted for on the fair value
method.  The Company has elected not to adopt the fair value accounting
prescribed by FAS 123 for employees, and will be subject only to the disclosure
requirements prescribed by FAS 123.

     Other than what has been discussed above, management knows of no trends,
or other demands, commitments, events or uncertainties that will result in, or
that are reasonably likely to result in a material impact on the income and
expenses of the Company.
<PAGE>
<PAGE>
                          PART II.  OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS

The Company is currently involved in the following legal proceedings:

       PREMIER CONCEPTS, INC. V. WILLIAM T. AND MARTHA A. JACKLING, 
       ------------------------------------------------------------
       Civil Action No. 7599-94 pending in the State Court of New York, County
       of Monroe.  This action has also been brought by the Company to collect
       approximately $80,000 due and owing on open account from former
       franchisees of AFJ.  In the case, the Company has also asserted against
       the Defendants' claims of trademark infringement, unfair competition
       and breach of contract in connection with the Defendants' continued use
       of the Company's registered trademark "Impostors" without legal
       authorization.

       PREMIER CONCEPTS, INC. V. R & L IMPORTS CORPORATION.  
       ----------------------------------------------------
       The Company has filed a Complaint in the Puerto Rico District Court for
       San Juan against R & L Imports Corporation for amounts due for
       inventory purchased by R & L Imports Corporation from the Company, and
       on amounts due on the notes payable executed as part of the Customer
       and Settlement Agreements entered into by the defendant and American
       Fashion Jewels, Inc. on January 20, 1994. The Company seeks damages in
       excess of $27,000.  Both claims are supported by written contracts and
       written admissions by the defendant.  The Company is represented in
       Puerto Rico by the law firm of Cancio, Nadal, Rivera & Diaz.

       PREMIER CONCEPTS, INC. V. ST. MORITZ, INC.  
       ------------------------------------------
       The Company has obtained a judgment in the amount of $28,664 in the
       County Court for Dallas County, Texas against St. Moritz, Inc. for
       amounts due on inventory purchased by St. Moritz from the Company
       between October, 1995 and January, 1996.  Management is currently
       analyzing the cost benefit of enforcing the judgment.

       SEC INVESTIGATION.  
       ------------------
       During 1995 and 1996, the Company received requests for information
       from the U.S. Securities and Exchange Commission ("SEC") related to an
       investigation begun by the SEC during 1994 into various matters,
       including certain transactions in securities by a former officer and
       director of the Company.  The Company has fully complied with all
       requests.  The Company has been informed that the SEC staff intends to
       recommend to the Commission that an action be brought against certain
       persons including two of the Company's shareholders and two of its
       former directors.  Although there can be no assurance, the Company's
       present management does not believe that this investigation of the
       activities of these persons will have a direct material impact on the
       Company or its business operations.

ITEM 2.   CHANGES IN SECURITIES

       None

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, 1996.

ITEM 5.   OTHER INFORMATION

       None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

       Exhibits:
       --------
          Exhibit 27 - Financial Data Schedule

       Reports on Form 8-K:
       -------------------
          None

<PAGE>
<PAGE>
                                   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.



Dated:   January 20, 1997          By:  /s/ Sissel Greenberg
        -------------------             ------------------------------------
                                        Sissel Greenberg, President



Dated:   January 20, 1997          By:  /s/ Todd Huss 
        -------------------             ------------------------------------
                                        Todd Huss, Chief Financial Advisor, 
                                        Principal Accounting Officer