UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                         Commission file number: 1-1701

                           PARK-PREMIER MINING COMPANY
                 (Name of small business issuer in its charter)

                UTAH                                     87-6116557
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                32391 HORSESHOE DRIVE, EVERGREEN, COLORADO 80439
           (Address of principal executive offices)     (Zip Code)

                    Issuer's telephone number: (303)670-3885

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $0.25 PAR VALUE

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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $0

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked  price of such common  equity,  as of the  specified  date
within the past 60 days: NONE - SEE ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

State the number of shares  outstanding of issuer's classes of common equity, as
of the latest practicable date: 2,000,000 AS OF APRIL 15, 2003

Transitional Small Business Disclosure Format (check one):  Yes     No  X
                                                                ---    ---
                                                              Page 1 of 29 Pages


<PAGE>


                                     PART I

ITEM 1.        DESCRIPTION OF BUSINESS.

GENERAL

         Park-Premier  Mining Company  ("Park-Premier")  was incorporated in the
State  of  Utah  in  1907.  Park-Premier  has  one  majority-owned   subsidiary,
Park-Cummings Mining Company, a Utah corporation ("Park-Cummings").  The Company
owns 51% of the issued and outstanding shares of Park-Cummings. Unless otherwise
indicated herein, the term "Company" means Park-Premier,  and Park-Cummings.  As
of December  2002,  the Company  owns a 6.29%  interest in EastSide  Group,  LLC
("EastSide").  EastSide was  organized as a Utah  limited  liability  company on
March 24, 1999, by property  owners,  including  the Company,  within an area of
land known as "Area B" in the Jordanelle Basin,  Wasatch County,  Utah. Eastside
was formed to coordinate and work with Wasatch County and the Jordanelle Special
Services  District in  facilitating  and obtaining  necessary  approvals for the
development  of  infrastructure  and master  planning for property  owned by the
members  of  EastSide.  The  Company's  interest  in  EastSide   is  diluted  as
additional property owners become members of EastSide.

         The Company owns patented  mining  claims  covering  approximately  315
acres of land  situated in the East Elkhorn  Mining  District,  Wasatch  County,
Utah.  Included  within this acreage is  Park-Cummings'  ownership of 8 patented
mining claims  comprised of  approximately 80 acres of land situated in the East
Elkhorn Mining  District,  Wasatch County,  Utah. The Company is carrying a note
receivable from Park-Cummings in the amount of $296,519,  which includes accrued
interest,  and is  considering  exchanging  the note for the land  Park-Cummings
currently owns. See Item 2. "Description of Property."

         Although these claims were originally  acquired for mineral exploration
purposes,  management believed the claims would be more valuable if developed as
residential  properties or commercial  buildings.  Management began discussing a
master  development plan with adjoining  landowners and Wasatch County Officials
and obtained  rezoning for  residential  or commercial  development on the land.
Most of the claims  owned by the  Company  are,  however,  "land-locked"  by the
encroachment of the Jordanelle Reservoir Project, discussed below. While details
for the Jordanelle  Special Services District water and sewer plan were approved
and enacted, there is no water available on the property. The Jordanelle Special
Services District  currently charges a reservation fee for landowners to procure
water. The amount of the fee is very high and continues to increase. No water is
expected to reach the property for another two to three  years.  Management  has
looked at alternatives  available to develop the property but has concluded that
development  is not a real  possibility.  Management  does not believe  that the
Company  will  be  able  to  continue  to  hold  the  property  and,  therefore,
liquidation  of the Company  through  the sale of its  property,  or  otherwise,
appears imminent.

         It is not anticipated  that  compliance  with federal,  state, or local
provisions regarding environmental  protection has had, or will have, a material
effect on the  Company,  unless  the  Company  begins  real  estate  development
projects on its properties,  at which time the Company will have to evaluate the
extent to which environmental  protection  provisions could affect the Company's
operations.

JORDANELLE DAM AND RESERVOIR PROJECT

         In 1994, the Bureau of  Reclamation of the United States  Department of
Interior  sought to condemn a portion of the  property  owned by the Company for
use by the Bureau of Reclamation  in the  Jordanelle Dam and Reservoir  project,
which  is  part  of the  Central  Utah  Project.  Trial  on the  matter  of just
compensation was held March 16-20,  1998. The Court entered judgment in favor of
the  Company  and  against  the  United  States in the amount of  $630,156.  The
Company's  attorney fees, expert witness fees and other litigation costs,  which
were paid from the judgment proceeds, totaled $319,214.


                                       2
<PAGE>


         The Company used the proceeds of the Bureau of Reclamation condemnation
as operating capital.  The Company has not generated revenue from operations for
many years and has  depleted  all  condemnation  proceeds.  In order to meet its
needs  for  working  capital,  the  Company  has  borrowed  funds  from a  major
stockholder and Officer of the Company and from other  affiliates in the form of
convertible   notes.   See  "Item  12.   Certain   Relationships   and   Related
Transactions."

         As of December 31, 2002, the Company had outstanding  promissory  notes
payable in the amount of $520,716, including accrued interest, reflecting monies
borrowed by the Company  since  October  1987.  The notes are  convertible  into
shares of the Company's common stock at a price to be determined by the Board of
Directors.  The  conversion  price  shall  not be more  than  $0.10  per  share.
Currently,  all of the Company's authorized stock is issued and outstanding.  In
order  for  conversion  of these  notes to  occur,  the  Company's  Articles  of
Incorporation  must be amended to increase the number of authorized  shares. The
notes accrue  interest at 12% per annum.  Accrued  interest at December 31, 2002
and  2001 was  $55,791  and  $49,813,  respectively.  All  notes,  plus  accrued
interest, were rewritten on January 1, 2002 and are due January 1, 2004. Without
funding from the major  stockholders  and  affiliates  and the  rewriting of the
convertible notes to extend the maturity date, the Company could not continue to
exist.  There can be no assurance  that funding from these sources will continue
in the future.

         The Company has not spent any funds on research and development for the
past two fiscal years.

EMPLOYEES

         The Company has no full-time  employees and does not expect to hire any
full-time  personnel in the near future. Mr. Robert W. Dunlap,  President of the
Company,  is retained on a part-time  basis.  Effective May 1, 1999, the Company
began  compensating  Mr.  Dunlap  at the rate of $100 per  hour.  See  "Item 10.
Executive Compensation."


ITEM 2.        DESCRIPTION OF PROPERTY.

MINING CLAIMS

         The Company owns patented  mining  claims  covering  approximately  315
acres of land  situated in the East Elkhorn  Mining  District,  Wasatch  County,
Utah.  Included within this acreage are 8 patented  mining claims,  comprised of
approximately  80 acres of land  situated in the East Elkhorn  Mining  District,
Wasatch County Utah,  owned by  Park-Cummings  Mining Company,  a majority-owned
subsidiary,  of  the  Company.  The  Company  carries  a  note  receivable  from
Park-Cummings  in the  amount of  $296,519,  which  includes  accrued  interest.
Park-Cummings  will  not be  able  to  repay  its  debt  to the  Company  in the
foreseeable  future,  and it is likely  that the  amount due on the note will be
exchanged for the land currently owned by Park-Cummings.

         The mining claims are known to contain  copper,  molybdenum,  gold, and
silver.  Exploration  activities  have not  identified a sufficient  quantity or
quality of mineralization on the claims. Moreover, the condemnation of a portion
of the  Company's  property  by the  Bureau of  Reclamation,  and the  reservoir
construction  creates  the  likelihood  that no  mineral  development  would  be
permitted.  As a result,  management  attempted  to develop or to posture  these
claims for  development  as commercial or  residential  property  rather than as
mineral properties. See "Item 1. Description of Business."

         As of  December  31,  2002,  management  has been  unsuccessful  in its
attempts  to develop  its  interest  in land  related  to the  mining  claims as
residential or commercial  property.  Due to the  unavailability of water on the
property and the Company's  financial  condition,  the Company will be unable to
pursue its  redevelopment  plan and intends to liquidate  its assets in the next
several months.


                                       3
<PAGE>


PRINCIPAL OFFICES

         The Company is using the  principal  offices of Robert W.  Dunlap,  the
President and a director of the Company,  without  charge.  The Company does not
have a lease with Mr. Dunlap.


ITEM 3.        LEGAL PROCEEDINGS.

         The  Company is not a party to nor is its  property  the subject of any
pending legal proceeding.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not Applicable.





                                     PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         As of the  date  of  this  report,  no  public  market  exists  for the
Company's shares.

         The last  available  bid prices,  as  reported  by  National  Quotation
Bureau,  were as of April 10, 1989. The high and low bid price were both $.07 on
that date.

         As of December 31, 2002, there were 833 record holders of the Company's
common stock.

         During the last two fiscal years,  no cash dividends have been declared
on the Company's  common stock and management does not anticipate that dividends
will be paid in the foreseeable future.

         The  Company  has no equity  compensation  plans in effect  and has not
issued any securities under any equity compensation plan.

RECENT SALES OF UNREGISTERED SECURITIES

         From 1987 through December 31, 1998, the Company was in need of working
capital and,  therefore,  entered into various  lending  arrangements  involving
officers, directors and other affiliated persons or entities owned or controlled
by officers and/or  directors.  See "Item 12. Certain  Relationships and Related
Transactions."  The  proceeds  from the  notes  were  used for  working  capital
purposes.  The notes accrue interest at 12% per annum and are  convertible  into
shares of the  Company's  common stock at a price  determined  by the  Company's
Board of Directors, which shall not be more than $0.10 per share. The notes were
rewritten  on January 1, 2002 and are due  January  1, 2004.  Conversion  of the
long-term convertible  promissory notes cannot occur since all of the authorized
stock in the Company is issued and outstanding.  Approval by the stockholders to
reorganize and  restructure  the equity in the Company and thereby  increase the
number of authorized  shares is required  before  conversion  would be possible.
Additionally,  an election to convert the long-term convertible promissory notes
by the holders would be required. The notes were issued pursuant to Section 4(2)
of the Securities Act of 1933, as amended.


                                       4
<PAGE>

                 PRINCIPAL AMOUNT OF NOTES    NUMBER OF COMMON SHARES INTO WHICH
                               OUTSTANDING             NOTES MAY BE CONVERTED(1)

January 1, 2000                $370,635.10                             3,706,351

January 1, 2001                $415,111.00                             4,151,110

January 1, 2002                $464,925.00                             4,649,250

(1)   Calculated  based  upon  a conversion  rate of $0.10 per share.  The notes
      provide for a conversion price of $0.10 per share or such other conversion
      price  as  the board of directors may deem  appropriate,  not in excess of
      $0.10 per share.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

         Since   approximately   1985,  the  Company   essentially  has  had  no
operations.  The  condemnation  action by the Bureau of Reclamation  has taken a
material part of the Company's properties.  The value of the Company's remaining
land holdings is indeterminable and is stated at cost on the Company's financial
statements.  The Company is unable to  continue to pursue any plan to  redevelop
the  property it  currently  owns and its intent,  as of April 15,  2003,  is to
liquidate its assets.

         As of the date of this report the Company had no source of income other
than interest earned on cash deposits. The Company must rely entirely upon loans
from  affiliates and its cash reserves to pay operating  expenses.  Without such
funding,  the Company will not continue to exist. There can be no assurance that
further loans from affiliates will continue in the future.

PLAN OF OPERATION

         Over the course of time,  management  has  endeavored  to monitor  and,
where required, participate in, and even lead efforts to plan the development of
the areas where the Company's real property is located. See "Item 2. Description
of  Property."  The Initial  Master Plan for Area B was  approved by the Wasatch
County Commissioners, and the property was rezoned for residential or commercial
development.  Details for the  Jordanelle  Special  Services  District water and
sewer plan were  approved  and  enacted.  An Access  Agreement  was approved and
executed by certain landowners within Area B. A Rezoning  Application for Area B
and Area B North was approved to permit  residential or commercial  development.
Management  has  looked  at  alternatives  available  to the  Company  to pursue
development of the property, but none seem possible or practical.

         Management  estimates  that the Company  will be able to  continue  its
existence  until  December  31,  2003 only if it  receives  additional  capital.
Management has not identified any sources of capital and, therefore,  the future
of the Company remains uncertain.  On January 1, 2002,  convertible notes issued
to certain  affiliates  were rewritten and are due January 1, 2004. See "Item 5.
Market  for Common  Equity and  Related  Stockholder  Matters - Recent  Sales of
Unregistered  Securities"  and  "Item  12.  Certain  Relationships  and  Related
Transactions."  During  the six  months  following  the  filing of this  report,
management  intends to begin the process of selling  its assets and  liquidating
the Company.

LIQUIDITY

         The Company's cash flows during 2002 and 2001 resulted in net losses of
$110,935 and $91,515, respectively. The Company's investing activities used cash
in the amount of $200 and  $29,935 for 2002 and 2001,  respectively.  These uses
were partially  offset by increased  borrowings  from related parties of $49,814
and $44,476 in 2002 and 2001,  respectively.  Operating  activities used cash in
the amount of $44,651 and $81,500 during 2002 and 2001, respectively.

                                       5

<PAGE>

         At  December  31,  2002 and  2001,  the  Company  had  working  capital
deficiency of $36,131  compared with working  capital of $19,213 at December 31,
2001.  Since the Company has no significant  source of revenue,  working capital
will continue to be depleted by operating  expenses.  Other than interest earned
on cash deposits, the Company presently has no external sources of cash.

ASSETS

         At December 31, 2002, the Company had total assets of $156,975 compared
to total assets of $201,408 at December 31, 2001.  The majority of the Company's
assets is comprised of the mining claims the Company owns covering approximately
315 acres of land situated in the East Elkhorn Mining District,  Wasatch County,
Utah. See "Item 2. Description of Property."

RESULTS OF OPERATIONS

         The  Company  has  no  current  operations  other  than  the  potential
development  of its  remaining  claims,  and has not generated any revenue other
than loans from  affiliates.  As of the date of this report the  Company's  only
source of income was interest on cash  deposits.  The Company must rely entirely
upon loans and such cash deposits to pay operating expenses.

         The  Company's   operating   expenses  were   comprised   primarily  of
professional  fees (including legal and accounting)  relating to the preparation
of this annual report and the accompanying  financial  statements.  During 2002,
professional  fees were  $37,008  compared  to $30,487  during  2001.  Since the
Company  currently has no source of revenue,  the Company's working capital will
continue to be depleted by expenses.

         The  Independent  Accountant's  Report  and  Note  1 of  the  Notes  to
Financial  Statements  accompanying this report state that substantial doubt has
been raised  about the  Company's  ability to continue as a going  concern.  The
Company's  has no  business  operations  and,  thus,  no  revenues  to cover its
expenses.  Management  intends to liquidate the Company's assets within the next
six months.

ITEM 7.           FINANCIAL STATEMENTS.

         Please refer to the pages beginning with F-1.

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE.

         Not Applicable.









                                       6
<PAGE>
                                    PART III


ITEM 9.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


DIRECTORS AND EXECUTIVE OFFICERS

         The officers and directors of the Company are:

         NAME                   AGE     TITLE(S)
         ----                   ---     --------

         Robert W. Dunlap        52      President, Chief Executive Officer,
                                         Chief Financial Officer, Treasurer and
                                         Director

         Jeffrey L. Lee          49      Vice President, Secretary and Director

         Steven R. Lee           41      Director

         The directors of the Company are elected to serve until the next annual
shareholders'  meeting or until  their  respective  successors  are  elected and
qualified. Officers of the Company hold office until the meeting of the Board of
Directors  immediately  following the next annual shareholders' meeting or until
removal by the Board of Directors.  Interim replacements for resigning directors
and officers are appointed by the Board of  Directors.  Directors of the Company
receive no compensation to date for their service as directors.  Set forth below
are brief  descriptions of the recent employment and business  experience of the
Company's officers and directors.

         ROBERT W. DUNLAP,  President of the Company since  September 1987 and a
director of the Company  since March 1987,  has been engaged in the oil and gas,
minerals,  and real estate  industries since 1990.  During that time, Mr. Dunlap
worked for  several  oil and gas and mineral  companies  in diverse  capacities,
including  land manager,  corporate  counsel and senior  managing  landman.  Mr.
Dunlap  obtained a bachelor of science degree in psychology  from the University
of Colorado 1975 and a juris doctor degree from the University of Denver College
of Law in 1979.

         JEFFREY L. LEE has been a Director of the Company  since  August  1994.
From December 1990 to January 1, 2000 he was a Vice President of Sales for Power
Packaging,  Inc., a privately owned company  specializing in  manufacturing  and
logistics  outsourcing  solutions.  Mr. Lee has  concentrated  on several family
businesses  since leaving Power  Packaging,  Inc. He is a general partner of AMI
Associates,  a Nevada general  partnership,  and President of Affiliated Mining,
Inc. Jeffrey L. Lee is the brother of Steven R. Lee.

         STEVEN R. LEE has been a Director of the Company  since  January  1994.
Since February 1986, Steven Lee has been employed in an administrative  position
with  Power  Packaging,  Inc.  Steven  Lee is  also  a  general  partner  of AMI
Associates, a Montana general partnership. He is the brother of Jeffrey L. Lee.

         None of the  directors  of the  Company  holds  other directorships  in
reporting companies.

         None  of  the  directors  of  the  Company  has  been  involved  in any
bankruptcy or criminal  (excluding  traffic violations and other minor offenses)
proceedings.  None of the  directors  of the  Company  is  subject to any order,
judgment  or  decree  related  to his  involvement  in  any  type  of  business,
securities or banking activities or has been found to have violated a federal or
state securities or commodities law.

         The  Company  does  not  have  any  standing  audit,   nominating,   or
compensation committees of the Board of Directors.


                                       7
<PAGE>


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         None of the directors,  officers, or beneficial owners of more than 10%
of the common  stock has filed any  reports  required  by  Section  16(a) of the
Securities Exchange Act of 1934 during the prior fiscal year.


ITEM 10. EXECUTIVE COMPENSATION.

         The  following  table sets forth  information  for the Chief  Executive
Officer ("CEO") of the Company, Robert W. Dunlap. No disclosure need be provided
for any executive officer,  other than the CEO, whose total annual  compensation
and  bonus  for  the  last  completed  fiscal  year  did  not  exceed  $100,000.
Accordingly,  no other  executive  officers of the  Company are  included in the
table.

<TABLE>
<CAPTION>
                                                                         LONG TERM COMPENSATION
                                                                  -------------------------------------
                                    ANNUAL COMPENSATION                   AWARDS             PAYOUTS
                            ---------------------------------------------------------------------------
                                                                               SECURITIES
                                                        OTHER     RESTRICTED   UNDERLYING
NAME AND                                               ANNUAL        STOCK      OPTIONS/                 ALL OTHER
PRINCIPAL                                            COMPENSATION  AWARD(S)       SARS        LTIP      COMPENSATION
POSITION          YEAR      SALARY($)    BONUS($)      ($)(2)         ($)          ($)     PAYOUTS ($)      ($)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>         <C>           <C>          <C>          <C>          <C>
Robert W.             2002      -0-         -0-         15,103        -0-          -0-          -0-          -0-
Dunlap,               2001      -0-         -0-          6,863        -0-          -0-          -0-          -0-
President (1)         2000      -0-         -0-          5,314        -0-          -0-          -0-          -0-
</TABLE>

(1)      Prior to May 1, 1999, Mr. Dunlap  received compensation of $350 per day
         ($43.75  per hour for less than full  days).  Starting May 1, 1999, Mr.
         Dunlap began receiving  compensation of $100 per hour. The compensation
         due to Mr. Dunlap  for 1998, 1997, 1996 and  prior years, has been paid
         in the form of a convertible  promissory note which  bears  interest at
         the  rate  of  12%  per  annum  and is  convertible  into shares of the
         Company's  common  stock  at  a  price  set by  the Company's  board of
         directors.  The  conversion  price  shall not be greater than $0.10 per
         share.  See "Item 12. Certain Relationships and Related Transactions."

(2)      Mr. Dunlap  has  deferred a portion of  the compensation earned through
         2002 of $30,366.

         The  Company  does not have any  employment  contracts  with any of its
officers  or  directors.   See  "Item  12.  Certain  Relationships  and  Related
Transactions." Such persons are employed by the Company on an at will basis, and
the terms and conditions of employment are subject to change by the Company. Mr.
Dunlap, the Company's chief executive officer, was not granted any stock options
during the fiscal years ended December 31, 2002, 2001, and 2000.

STOCK OPTION PLANS

         The Company has no stock option plans.

ITEM 11.       SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
               AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

         The  Company  has  no  equity  compensation  plan  under  which  equity
securities of the Company are authorized for issuance.

         The following  table sets forth  information,  as of December 31, 2002,
with respect to the beneficial  ownership of the Company's  common stock by each
person known by the Company to be the beneficial owner of more than five

                                       8

<PAGE>

percent  of the  outstanding  Common Stock and by directors  and officers of the
Company, both individually and as a group:

<TABLE>
<CAPTION>
       NAME AND ADDRESS OF
        BENEFICIAL OWNERS                 SHARES OWNED BENEFICIALLY(1)(2)               PERCENT OF CLASS

<S>                                               <C>                                         <C>
Robert W. Dunlap(3)                                  3,825,000(4)                             71.9%
32391 Horseshoe Drive
Evergreen, Colorado 80439

AMI Associates(5)                                      507,500                                25.4%
1708 Essex Court
St. Charles, Illinois 60174

Affiliated Mining Inc.(6)                            453,640 (7)                              18.5%
1708 Essex Court
St. Charles, Illinois 60174

Jeffrey L. Lee                                        979,214(8)                              39.6%
1708 Essex Court
St. Charles, Illinois 60174

Steven R. Lee                                         979,214(9)                              39.6%
1357 Larsen Street
Sycamore, Illinois 60178

Douglas K. Lee                                       548,544(10)                              26.9%
P.O. Box 255
Linn Creek, Missouri 65052

Claudette K. Lee                                     979,214(11)                              39.6%
357 Larsen Street
Sycamore, Illinois 60178

Janice K. Atkins                                     548,544(12)                              22.2%
4840 E. Creek Ridge Trail
Reno, Nevada 89509

Jeanette M. Johnson                                  526,204(13)                              26.1%
P.O. Box 2541
Corona, California 91718

Estate of Bertha Marie Dunlap                      208,770 (3)(14)                             9.5%

All officers and directors as a group             4,822,288(4)(8)(9)                          83.0%
(3 persons)
</TABLE>

------------------

(1)      Where persons listed on this  table have the right to obtain additional
         shares of common stock through the conversion of convertible securities
         within 60 days from the date of this Report,  these  additional  shares
         are  deemed  to  be  outstanding  for  the  purpose  of  computing  the
         percentage of common stock owned by such persons, but are not deemed to
         be outstanding for the purpose of computing the percentage owned by any
         other  person.  As  of  December 31, 2002,  the  Company had  2,000,000
         shares  of  common  stock  outstanding.  Conversion  of  the  long-term
         convertible  promissory  notes cannot occur since all of the authorized
         stock  in  the  Company  is  issued  and outstanding. Approval  by  the
         stockholders  would  be  required  to increase the Company's authorized
         capital.



                                       9
<PAGE>

(2)      To the Company's  knowledge, except as set  forth in the  footnotes  to
         this  table and  subject  to  applicable community  property laws, each
         person  named  in the  table has sole voting and investment  power with
         respect to the shares set forth opposite such person's name.

(3)      Mr. Dunlap  is a beneficiary of the estate of Bertha Marie Dunlap,  but
         he is not the executor of the estate. Ms. Dunlap's estate is the holder
         of  a  note  which is convertible  into 208,770 shares of the Company's
         common stock.  Mr. Dunlap  disclaims beneficial ownership of the shares
         issuable to Ms. Dunlap's estate.

(4)      Includes  3,317,500  shares  issuable  upon conversion of a convertible
         note.

(5)      Jeffrey  L. Lee,  Steven R. Lee,  Claudette K. Lee, Jeanette M. Johnson
         and Janice K. Atkins are general partners of AMI Associates.

(6)      Affiliated Mining, Inc ("Affiliated Mining") is a private company owned
         by  Jeffrey L. Lee,  Steven R. Lee,  Douglas K. Lee,  Claudette K. Lee,
         Candace A. Thoke,  Jeanette M. Johnson,  Janice K. Atkins  and  Vera K.
         Lee.  Jeffrey L. Lee,  Steven R. Lee and  Claudette K. Lee are officers
         and directors of Affiliated Mining.

(7)      Includes 453,640 shares issuable upon conversion of a note.

(8)      Includes 507,500 shares held by AMI Associates.  Includes 18,074 shares
         issuable upon  conversion  of  notes  and  representative  of  his  1/7
         interest  in  notes  originally  held  by  the Lee Family  Partnership.
         Includes  453,640 shares issuable upon conversion of a convertible note
         issued to Affiliated Mining.

(9)      Includes 507,500 shares held by AMI Associates.  Includes 18,074 shares
         issuable  upon  conversion  of  notes  and  representative  of  his 1/7
         interest  in  notes  originally  held  by  the Lee Family  Partnership.
         Includes  453,640 shares issuable upon conversion of a convertible note
         issued to Affiliated Mining.

(10)     Includes 507,500 shares owned by AMI Associates. Includes 18,074 shares
         issuable  upon  conversion  of  notes  and  representative  of  his 1/7
         interest  in  notes  originally  held  by  the  Lee Family Partnership.
         Includes 22,340 shares issuable upon conversion of a convertible note.

(11)     Includes 507,500 shares held by AMI Associates.  Includes 18,074 shares
         issuable  upon  conversion  of  notes  and  representative  of  her 1/7
         interest  in  notes  originally  held  by  the Lee Family  Partnership.
         Includes  453,640 shares issuable upon conversion of a convertible note
         issued to Affiliated Mining.

(12)     Includes 507,500 shares held by AMI Associates.  Includes 18,074 shares
         issuable  upon  conversion  of  notes  and  representative  of  her 1/7
         interest  in  notes  originally  held  by  the Lee Family  Partnership.
         Includes  22,340 shares issuable upon conversion of a convertible note.

(13)     Includes 507,500 shares held by AMI Associates.  Includes 18,074 shares
         issuable  upon  conversion  of  notes and  representative  of  her  1/7
         interest in notes originally held by the Lee Family Partnership.

(14)     Includes 208,770 shares issuable upon conversion of a convertible note.

CHANGES OF CONTROL

         In the event the long-term  convertible  promissory notes issued by the
Company  were  converted  to equity,  a change in control of the  Company  could
occur. However, conversion of the promissory notes cannot occur since all of the
authorized  stock in the  Company is issued  and  outstanding.  Approval  by the
stockholders to increase the number  of  authorized  shares is  required  before
conversion  would  be  possible.   Additionally,  an  election  to  convert  the
promissory notes by the holders would be required.


                                       10

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         LOANS MADE BY  SHAREHOLDERS/AFFILIATES.  From 1987  through  January 1,
1999, the Company entered into various lending arrangements  involving officers,
directors  and other  affiliated  persons or  entities  owned or  controlled  by
officers  and/or  directors.  The proceeds  from the notes were used for working
capital  purposes.  On  January 1,  1996,  1997,  1998,  and 1999,  the  Company
capitalized  the  interest  accrued on the notes and  reissued  the notes in the
larger  amounts.  The notes accrue interest at 12% per annum and are convertible
into shares of the  Company's  common stock at a price to be  determined  by the
Company's Board of Directors.  The conversion price shall not be more than $0.10
per share. The notes were rewritten January 1, 2002 and are due January 1, 2004.

               Principal Amounts Outstanding at December 31, 2002

   LENDER                2000         2001           2002       EXPLANATION
   ------                ----         ----           ----       -----------


   Robert W. Dunlap    $66,728.03   $66,728.03    $66,728.03    Cash Advances

   Robert W. Dunlap     $6,893.76    $6,893.76     $6,893.76    Unreimbursed
                                                                Expenses

   Robert W. Dunlap    $46,873.08   $46,873.49    $46,873.49    Fees

   Robert W. Dunlap   $175,710.49  $211,254.72   $251,064.72    Accrued Interest

   Affiliated Mining   $11,871.98   $11,871.98    $11,871.98    Cash Advances

   Affiliated Mining    $1,510.70    $1,510.70     $1,510.70    Unreimbursed
                                                                Expenses

   Affiliated Mining   $27,121.16   $31,981.32     $5,444.00    Accrued Interest

   Estate of Bertie    $18,639.86   $20,877.00    $23,382.00    Cash Advance,
   Dunlap                                                       plus Accrued
                                                                Interest

   Lee Family          $11,296.90   $12,652.00    $14,171.00    Cash Advance,
                                                                plus Accrued
                                                                Interest

   Janice Atkins        $1,994.57    $2,234.00     $2,502.00    Cash Advance,
                                                                plus Accrued
                                                                Interest

   Douglas K. Lee       $1,994.57    $2,234.00     $2,502.00    Cash Advance,
                                                                plus Accrued
                                                                Interest

              Total   $330,924.20  $370,635.51    $464,925.00


         The  lenders  are  affiliates  of the  Company.  Bertha  Marie  Dunlap,
deceased, is the mother of Robert W. Dunlap, the President and a director of the
Company.  Affiliated Mining,  Inc. is a private company owned by Jeffery L. Lee,
Steven R. Lee, Douglas K. Lee,  Claudette K. Lee, Candace A. Thoke,  Jeanette M.
Johnson,  Janice K.  Atkins,  and Vera K. Lee.  Jeffery  L. Lee,  Steven R. Lee,
Claudette K. Lee, Jeanette M. Johnson, and Janice K. Atkins are General Partners
of AMI  Associates.  In addition to being  officers and directors of the Company
and  General  Partners of AMI  Associates,  Jeffrey L. Lee,  Steven R. Lee,  and
Claudette K. Lee, are also officers and directors of Affiliated Mining, Inc.

         The following  table  summarizes the amounts  outstanding  and interest
payable on the notes at December 31, 1999, 2000 and 2001:


                                       11

<PAGE>

                        BALANCE OF OUTSTANDING NOTES        INTEREST PAYABLE

December 31, 2000                  $370,635                      $39,711

December 31, 2001                  $415,111                      $49,813

December 31, 2002                  $464,925                      $55,791


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:

<TABLE>
<CAPTION>
    REGULATION                                                                                      CONSECUTIVE
    S-B NUMBER                                         EXHIBIT                                      PAGE NUMBER
<S>                 <C>                                                                                 <C>

       3.1          Articles of Incorporation of the Company as Amended on October 21, 1983             N/A
                    (filed as Exhibit 3 to the Company's 1983 Form 10-K Report and
                    incorporated herein by reference)

       3.2          Bylaws (filed as Exhibit 3.2 to the Company's 1987 Form 10-K Report and             N/A
                    incorporated herein by reference)

       4.1          Convertible Promissory Note, dated September 22, 1987 (filed as Exhibit             N/A
                    4.1 to the Company's 1987 Form 10-K Report and incorporated herein by
                    reference)

       10.1         Letter Agreement (filed as Exhibit 10.1 to the Company's 1988 Form 10-K             N/A
                    Report and incorporated herein by reference)

       10.2         Land Purchase Contract (filed as Exhibit 10.2 to the Company's 1988 Form            N/A
                    10-K Report and incorporated herein by reference)

       10.3         Subordination Agreement (filed as Exhibit 10.3 to the Company's 1988 Form           N/A
                    10-K Report and incorporated herein by reference)

       10.4         Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2002            N/A
                    (filed as Exhibit 10.4 to the Company's 2001 Form 10-K Report and
                    incorporated herein by reference)

       10.5         Promissory Notes issued to Robert W. Dunlap dated January 1, 2002(filed as          N/A
                    Exhibit 10.5 to the Company's 2001 Form 10-K Report and incorporated
                    herein by reference)

       10.6         Letter Agreement between the Company and Robert W. Dunlap and Kathy L.              N/A
                    Dunlap dated October 12, 1990 (filed as Exhibit 10.6 to the Company's 1989
                    Form 10-K Report and incorporated herein by reference)

       10.7         Letter Agreement between the Company and Affiliated Mining, Inc. dated              N/A
                    March 1, 1991 for transfer of property in exchange for cancellation of
                    debt (filed as Exhibit 10.7 to the Company's 1989 Form 10-K Report and
                    incorporated herein by reference)

       10.8         Letter Agreement between the Company and Robert W. Dunlap dated July 1,             N/A
                    1991 for transfer of property in exchange for cancellation of debt (filed
                    as Exhibit 10.8 to the Company's 1989 Form 10-K Report and incorporated
                    herein by reference)


                                       12
<PAGE>

<CAPTION>
    REGULATION                                                                                      CONSECUTIVE
    S-B NUMBER                                         EXHIBIT                                      PAGE NUMBER
<S>                 <C>                                                                                 <C>

       10.9         Letter Agreement between the Company and Affiliated Mining, Inc. dated              N/A
                    September 1, 1991 for transfer of property in exchange for cancellation of
                    debt (filed as Exhibit 10.9 to the Company's 1989 Form 10-K Report and
                    incorporated herein by reference)

      10.10         Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2002             N/A
                    (filed as Exhibit 10.10 to the Company's 2001 Form 10-K Report and
                    incorporated herein by reference)

      10.11         Promissory Note issued to Lee Family dated January 1, 2002 (filed as                N/A
                    Exhibit 10.11 to the Company's 2001 Form 10-K Report and incorporated
                    herein by reference)

      10.12         Promissory Note issued to Douglas K. Lee dated January 1, 2002 (filed as            N/A
                    Exhibit 10.12 to the Company's 2001 Form 10-K Report and incorporated
                    herein by reference)

      10.13         Promissory Note issued to Janice Atkins dated January 1, 2002 (filed as             N/A
                    Exhibit 10.13 to the Company's 2001 Form 10-K Report and incorporated
                    herein by reference)

      10.14         Promissory Note issued to Park-Premier Mining Company dated January 1,              N/A
                    2002 (filed as Exhibit 10.14 to the Company's 2001 Form 10-K Report and
                    incorporated herein by reference)

        21          Subsidiaries of Registrant (filed as Exhibit 21 to the Company's 2001 Form          N/A
                    10-K Report and incorporated herein by reference)

       99.1         Summary - Jordanelle Dam Design Data (filed as Exhibit 28.1 to the                  N/A
                    Company's 1987 Form 10-K Report and incorporated herein by reference)

       99.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to             29
                    Section906 of the Sarbanes-Oxlex Act of 2002 of Chief Executive Officer
                    and Chief Financial Officer
</TABLE>

---------------------------

(b)      The following reports on Form 8-K were filed during the last quarter of
         the period covered by this report:  NONE.


ITEM 14.       CONTROLS AND PROCEDURES.

         Under the supervision and with the  participation  of Robert W. Dunlap,
the Chief  Executive  Officer and Interim Chief Financial  Officer,  the Company
conducted an  evaluation of the  effectiveness  of its  disclosure  controls and
procedures  as  defined  in Rule  13a-14(c)  promulgated  under  the  Securities
Exchange Act of 1934 within 90 days of the filing date of this report.  Based on
the evaluation by Mr. Dunlap,  he has conculded that the design and operation of
the Company's  disclosure  controls and procedures were effective as of the date
of the evaluation.

         There have been no significant  changes  (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in the preceding paragraph.










                                       13
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13  or 15(d) of  the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    PARK-PREMIER MINING COMPANY



Dated: April 16, 2003               By:  /s/  ROBERT W. DUNLAP
                                       -----------------------------------------
                                          Robert W. Dunlap, President

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                      DATE
<S>                                        <C>                                        <C>

                                           President, Treasurer, and Director
                                           (Principal Executive, Financial, and
/s/ Robert W. Dunlap                       Accounting Officer)                        April 16, 2003
--------------------------------
Robert W. Dunlap





/s/Jeffrey L. Lee                          Vice President, Secretary and Director     April 16, 2003
--------------------------------
Jeffrey L. Lee



/s/Steven R. Lee                           Director                                   April 16, 2003
--------------------------------
Steven R. Lee

</TABLE>









                                       14

<PAGE>

                                 CERTIFICATIONS


I, Robert W. Dunlap, certify that:


1.       I have  reviewed  this  annual  report on Form  10-KSB of Park  Premier
         Mining Company;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a 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 annual report;

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

4.       The registrant's  other  certifying  officers and I are 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,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual 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 annual report (the "Evaluation Date");
                  and

         c)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our 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; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: April 16, 2003


                                           /S/ ROBERT W. DUNLAP
                                         ---------------------------------------
                                         Chief Executive and Chief Financial
                                         Officer







                                       15
<PAGE>












                              FINANCIAL STATEMENTS

                                       AND

                         INDEPENDENT ACCOUNTANTS' REPORT


                           PARK-PREMIER MINING COMPANY

                                December 31, 2002

















                                      F-1
<PAGE>




                                 C O N T E N T S




                                                                         PAGE
                                                                       ---------

Independent Accountants' Report                                           F-3

Consolidated Balance Sheet                                                F-4

Consolidated Statements of Operations                                     F-5

Consolidated Statements of Shareholders' Equity                           F-6

Consolidated Statement of Cash Flows                                      F-7

Notes to Consolidated Financial Statements                              F-8-F-13

























                                      F-2


<PAGE>



                         INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors
Park-Premier Mining Company


         We  have  audited  the  accompanying   consolidated  balance  sheet  of
Park-Premier  Mining  Company as of December 31, 2002 and 2001,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years ended December 31, 2002 and 2001.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards of the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentations.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Park-Premier Mining
Company as of December 31, 2002 and 2001,  and the results of its operations and
its cash flows the year ended  December 31, 2002 and 2001,  in  conformity  with
generally accepted accounting principles of the United States of America.

         The accompanying  financial statements have been prepared assuming that
the  Company  will  continue as a going  concern.  As  described  in Note 2, the
Company has limited working capital and continued operating losses,  which raise
substantial  doubts  about its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Miller and McCollom

MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado
April 15, 2003

                                      F-3

<PAGE>


                           PARK-PREMIER MINING COMPANY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                              ------------
                                                                       2002                 2001
                                                                 ----------------      --------------
<S>                                                              <C>                   <C>
CURRENT ASSETS

    Cash                                                         $         3,917       $      48,768
    Other current assets                                                     418                 199
                                                                 ----------------      --------------

         Total current assets                                              4,335              48,967

Land and mining claims                                                   152,640             152,441
                                                                 ----------------      --------------

         Total assets                                            $       156,975       $     201,408
                                                                 ================      ==============

                      LIABILITES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

    Accounts payable                                             $         1,227       $       6,264
    Accounts payable - officer                                            30,740              18,790
    Taxes payable                                                          8,499               4,700
                                                                 ----------------      --------------

         Total current liabilities                                        40,466              29,754

    Convertible notes payable - related parties                          464,925             415,111
    Accrued interest on convertible notes payable                         55,791              49,813
                                                                 ----------------      --------------

         Total liabilities                                               561,182             494,678

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

    Common stock, par value $0.25, 2,000,000 shares
      authorized, issued and outstanding                                 500,000             500,000
    Discount on common stock                                            (146,250)           (146,250)
    Additional paid-in capital                                           505,656             505,656
    Accumulated deficit                                               (1,263,613)         (1,152,676)
                                                                 ----------------      --------------

                                                                        (404,207)           (293,270)
                                                                 ----------------      --------------

         Total liabilities and stockholders' deficit             $       156,975       $     201,408
                                                                 ================      ==============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-4
<PAGE>
                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      YEAR ENDED DECEMBER 31,
                                                      -----------------------
                                                       2002             2001
                                                  -------------    -------------

EXPENSES

    General and administrative                          15,103            6,863
    Professional fees                                   37,008           30,487
    Property tax expense                                 3,249            4,807

                                                  -------------    -------------
         Loss from operations                          (55,360)         (42,157)
                                                  -------------    -------------

OTHER INCOME (EXPENSE)

    Miscellaneous income (expense)                          --             (709)
    Interest income                                        216            1,164
    Interest expense                                   (55,791)         (49,813)

                                                  -------------    -------------
(Loss) before income taxes                            (110,935)         (91,515)

Provisions for income taxes                                 --               --

                                                  -------------    -------------
Net (loss)                                        $   (110,935)    $    (91,515)
                                                  =============    =============

Net (loss) per share                              $       (.06)    $       (.05)
                                                  =============    =============

Weighted average shares outstanding                  2,000,000        2,000,000
                                                  =============    =============




         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-5

<PAGE>

                          PARK-PREMIER MINING COMPANY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                                                   Discount       Additional
                                       Common Stock                   On             Paid                                Total
                                       ------------                 Common            In            Accumulated       Stockholder's
                                    Shares        Amount            Stock           Capital           Deficit            Equity
                                ------------- --------------   ----------------  --------------   ---------------   ---------------
<S>                             <C>           <C>              <C>               <C>              <C>               <C>
Balance, December 31, 2000        2,000,000   $     500,000    $      (146,250)  $     505,656    $   (1,061,161)   $     (201,755)

   Net loss                              --              --                 --              --           (91,515)          (91,515)
                                ------------  --------------   ----------------  --------------   ---------------   ---------------

Balance, December 31, 2001        2,000,000   $     500,000    $      (146,250)  $     505,656    $   (1,152,676)   $     (293,270)

   Net-loss                              --              --                 --              --          (110,935)         (110,935)
                                ------------  --------------   ----------------  --------------   ---------------   ---------------

Balance, December 31, 2002        2,000,000   $     500,000    $      (146,250)  $     505,656    $   (1,263,611)   $     (404,207)
                                ============  ==============   ================  ==============   ===============   ===============
</TABLE>







         The accompanying notes are an integral part of the consolidated
                              financial statements.


                                      F-6
<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                                         -----------------------
                                                                       2002                2001
                                                                -----------------    -----------------
<S>                                                             <C>                  <C>

Cash flows from operating activities

    Net (loss)                                                  $       (110,935)    $        (91,515)

Adjustments to reconcile net (loss) to net cash
  used by operating activities:
   Interest expense added to notes payable                                49,814               44,476
   Changes in operating assets and liabilities:                               --                   --
     Accounts payable                                                     (1,239)              (5,908)
     Accrued interest payable                                              5,978                5,337
     Accounts payable - officer                                           11,950               10,785
     Other current assets                                                   (219)                (199)
                                                                -----------------    -----------------
         Total adjustments                                                66,284               54,491
                                                                -----------------    -----------------
Net cash used by operating activities                                    (44,651)             (81,500)
                                                                -----------------    -----------------

Cash flows from investing activities:
    Investment in land and mining claims                                    (200)             (29,935)
                                                                -----------------    -----------------
Net cash flow from investing activities                                     (200)             (29,935)
                                                                -----------------    -----------------

Net (decrease) increase in cash and cash equivalents                     (44,851)             (66,959)

Cash and cash equivalents, beginning of year                              48,768              115,727

Cash and cash equivalents, end of year                          $          3,917     $         48,768
                                                                ================     =================

Supplemental schedule of noncash investing
  and financing activities
    Accrued interest added to notes payable                     $         49,814     $         44,476

Supplemental cash flow information:
    Income taxes paid                                           $             --     $             --
    Interest paid                                               $             --     $             --


</TABLE>


         The accompanying notes are an integral part of the consolidated
                              financial statements.

                                      F-7
<PAGE>

                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting  policies of Park-Premier Mining Company
is presented to assist in understanding the Company's financial statements.  The
financial  statements and notes are representations of the Company's  management
who is  responsible  for  their  integrity  and  objectivity.  These  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

ORGANIZATION

Park-Premier Mining Company's principal business activity since its organization
in 1907 has been the  exploration  of its mining  properties.  These  properties
consist of partially  explored  mines and mining claims  located in  mineralized
areas.  Current  operations  have  diversified  the  direction of the Company to
include the  acquisition,  holdings,  and sale of real  property.  Further,  the
Company is pursuing the prospect of rezoning its holding to allow for  potential
future development.

BASIS OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  51%  owned  subsidiary,   Park-Cummings  Mining  Company.  All  significant
intercompany   transactions   and  account   balances   have  been   eliminated.
Park-Cummings  Mining  Company  owed  $410,107  and  $370,319  to the Company at
December 31, 2002 and 2001.

No  minority  interest is recorded  because  the  subsidiary  is indebted to the
parent in an amount in excess of the net assets of the subsidiary.  In the event
that the  subsidiary  realizes  from  sales of assets an amount in excess of the
amount due the parent, a minority interest may exist.

USE OF ESTIMATES

The  preparation  of the  Company's  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in these financial  statements
and accompanying notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The  Company  considers  all highly  liquid  debt  instruments  with an original
maturity of three months or less to be cash equivalents.

EARNINGS (LOSS) PER SHARE

Earnings  (loss) per share of common  stock is computed  by dividing  net income
(loss) by 2,000,000  weighted average number of common shares outstanding during
the years ended


                                      F-8
<PAGE>

                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2002 and 2001 respectively. As discussed in Note 3, the Company has
issued  convertible  notes,  which can be  converted  into common  stock upon an
increase in the Company's  authorized stock (all authorized stock of the Company
is  currently  outstanding).  These  shares  have  not  been  considered  in the
calculation   of  earnings   (loss)  per  share   because   doing  so  would  be
anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Company  considers  that the  carrying  amount  of  financial  instruments,
including  account   receivable,   account  payable,   and  accrued  liabilities
approximate  fair  value  due  to  their  short-term  maturity.   Notes  payable
approximate   fair  value  due  to  the   similarity  of  rates  for  comparable
instruments.

SEGMENT INFORMATION

The Company's business is organized, managed and internally reported as a single
segment.

VALUATION OF LONG-LIVED ASSETS

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.

RECENTLY ISSUED ACCOUNTING STANDARDS

On  December  31,  2002,  the FASB  issued  FASB  Statement  No. 148 (SFAS 148),
Accounting for Stock-Based Compensation Transition and Disclosure, amending FASB
Statement No. 123 (SFAS 123),  Accounting  for  Stock-Based  Compensation.  This
Statement  amends SFAS 123  regarding  methods of  transition  for entities that
voluntarily  change to the fair value based method of accounting for stock-based
employee compensation,  and to require prominent disclosure about the effects on
reported net income of an entity's  accounting  policy decisions with respect to
stock-based employee  compensation,  and also amends APB Opinion No. 28, Interim
Financial  Reporting,  to  require  disclosure  about  those  effects in interim
financial  information.  For entities that voluntarily  change to the fair value
based method of accounting for stock-based employee compensation, the transition
provisions  are effective for fiscal years ending after  December 15, 2002.  For
all other companies,  the disclosure  provisions and the amendment to APB No. 28
are effective for interim periods beginning after December 15, 2002. The Company
does not expect that the provisions of SFAS No. 148 will have a material  impact
on its financial position, its results of operations or its cash flows.

On November 25,  2002,  the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others,  an  interpretation  of FASB
Statements No. 5, 57, and 107 and Rescission


                                      F-9

<PAGE>


                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of FASB  Interpretation  No.  34.  FIN 45  clarifies  the  requirements  of FASB
Statement  No.  5,  Accounting  for  Contingencies  (SFAS  5),  relating  to the
guarantor's  accounting for, and disclosure of, the issuance of certain types of
guarantees.

FIN 45 requires that upon  issuance of certain  guarantees,  the guarantor  must
recognize a liability for the fair value of the obligation it assumes under that
guarantee.  FIN 45 specifically  excludes certain  guarantee  contracts from its
scope.  Additionally,  certain guarantees are not subject to FIN 45's provisions
for  initial  recognition  and  measurement  but are  subject to its  disclosure
requirements.  The initial recognition and measurement  provisions are effective
for guarantees  issued or modified after December 31, 2002. The Company does not
expect that the adoption of FIN 45 will have a material  impact on its financial
position, its results of operations,  or its cash flows and had no effect on its
disclosures in its financial statements for the year ended December 31, 2002.

In July 2002, FASB issued  Statement No. 146  "Accounting  for Costs  Associated
with Exit or Disposal  Activities",  which becomes  effective January 2003. SFAS
No. 146 requires  companies to recognize costs  associated with exit or disposal
activities  when they are incurred  rather than at the date of  commitment.  The
Company  does not expect that the  adoption of SFAS No. 146 will have a material
impact on its financial position, its results of operations or its cash flows.

INCOME TAXES

The Company  records  deferred  taxes in accordance  with Statement of Financial
Accounting  Standards  (SFAS)  No.  109,  "Accounting  for  Income  Taxes."  The
statement  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary  differences  between the tax bases of assets and  liabilities and the
amounts at which they are carried in the  financial  statements,  based upon the
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  A valuation  allowance  is  established  when  necessary  to reduce
deferred tax assets to the amount expected to be realized.

OTHER

The Company has no advertising expenses.

The Company paid no dividends during the periods presented.

Certain  comparative  figures have been  reclassified  to conform to the current
year presentation.

NOTE 2 - BASIS OF PRESENTATION

The accompanying  consolidated  financial statements have been prepared assuming
the Company continue as a going concern.  The Company has not generated  revenue
from operations for many years. In order to maintain the Company's existence,  a
major  stockholder  to the Company and an Officer of the Company have loaned the
Company  funds for working  capital.  Additionally  as  discussed in Note 4, the
Company has  convertible  notes  payable in the amount of  $464,924,



                                      F-10

<PAGE>

                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

which were  rewritten on January 1, 2002,  and are due January 1, 2004.  Without
such funding from the major  stockholders and rewriting of the convertible notes
payable  to extend the  maturity  date of these  notes,  the  Company  could not
continue to exist.  However,  there can be no assurance  that funding from these
sources will continue in the future or the Company will have sufficient funds to
develop its remaining properties.

NOTE 3 - COMMON CAPITAL STOCK

In accordance with its Articles of Incorporation, the Company received mines and
mining claims and services, primarily developed costs, on March 6, 1928, in full
payment for its 2,000,000  shares of common capital stock.  The mines and mining
claims acquired in 1928 were recorded on the Company's books at the par value of
the shares issued less a discount on the common stock.  The Company's shares are
assessable and there are no unpaid assessments at December 31, 2002.

NOTE 4 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

Convertible  notes  payable were issued by the Company  from 1987 through  1998,
with a conversion price to be determined by the Board of Directors,  except that
the conversion price shall not be more than $.10 per share. All notes, including
accrued  interest,  were  rewritten  on January 1, 2002,  and are due January 1,
2004. The notes,  as rewritten,  call for payment of both principal and interest
upon maturity.  The notes accrue interest at an annual rate of 12%.  Convertible
notes payable is as follows:

                                                    DECEMBER 31,
                                            2002                    2001
                                     ------------------     --------------------

Robert W. Dunlap                     $       371,560        $        331,750

Affiliated Mining, Inc.                       50,808                  45,364

Estate of Bertha Dunlap                       23,382                  20,877

Lee Family                                    14,171                  12,652

Douglas K. Lee                                 2,502                   2,234

Janice Atkins                                  2,502                   2,234
                                     ------------------     --------------------

                                     $       464,925        $        415,111
                                     ==================     ====================



                                      F-11

<PAGE>

                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Holders of these  convertible  notes payable  understand that an increase in the
Company's  authorized  stock is necessary for conversion of these notes to occur
(currently, all authorized stock in the Company is issued and outstanding).

NOTE 5 -COMMITMENTS AND CONTINGENCIES

Condemnation  by the Bureau of  Reclamation  as part of the Central Utah Project
has  taken a  material  part  of the  Company's  properties.  The  value  of the
Company's remaining land holdings is indeterminable and is stated at cost on the
Company's financial statements.

NOTE 6 - RELATED PARTY TRANSACTIONS

FUNDING OF EXPENDITURES

Although  the Company has  generated  some working  capital  through the sale of
interests in real property in recent years, the cash requirements of the Company
exceed the cash  generated  by such sales.  Accordingly,  the  President  of the
Company, Robert W. Dunlap, has loaned money to the Company. Amounts due from the
Company to Robert W. Dunlap at December 31, 2002,  was $371,560,  which includes
accrued  interest.  In  addition,  Mr.  Dunlap  has  deferred  a portion  of the
compensation earned through 2002 of $30,366.

NOTE 7 - INCOME TAXES

The Company  does not file a  consolidated  tax return with its  majority  owned
subsidiary,  Park-Cummings Mining Company,  because it is not at least 80% owned
by the Company.

Park-Premier's federal net operating loss carry forwards at the end of 2001 were
approximately  $275,000.  The  remaining  carry  forwards  expire in years  2004
through 2021.  For State of Colorado  purposes,  Park-Premier  has net operating
loss carry forwards at the end of 2001 of  approximately  $165,000,  expiring in
2005  and  2006.  Park-Cumming  has  federal  net  operating  loss  forwards  of
approximately  $298,000 and State of Utah net operating  loss carry  forwards of
$207,000  expiring  at various  dates  through  2021.  No tax  benefit  has been
recognized  on  net  operating   loss  carry  forwards  due  to  uncertainty  of
realization of this benefit.

NOTE 8 - LAND AND MINING CLAIMS

Land,  mines and mining  claims are stated at cost as of  December  31, 2002 and
2001.

The Company did not identify  sufficient  mineral  potential to meet the federal
requirements  to maintain its  unpatented  mining claims under the United States
mining laws and  therefore the  unpatented  claims were  withdrawn  from mineral
entry.

The Company  continues its effort to develop its remaining land holdings,  after
the  condemnation  of the majority of its acreage by the Bureau of  Reclamation.
However,  since much of the


                                      F-12

<PAGE>

Company's  land  holdings  are  "land-locked"  due  to the  encroachment  of the
Jordanelle  Reservoir  Project,  there can be no  assurance  that the  Company's
efforts will be  successful.  The Company is pursing a master  development  plan
with other adjoining landowners. The Company believes that the fair market value
of its land holdings is greater than its cost.

NOTE 9 - EASTSIDE GROUP, LLC

In 1999,  the Company and other  landowners in  Jordanelle  Basin of the Wasatch
County,  Utah  formed  Eastside  Group,  LLC.  The  purpose  of  this  LLC is to
coordinate  the  efforts  of the  Company  and other  landowners  to obtain  the
necessary  approvals  for the  development  of the real  estate  located  in the
Jordanelle Basin.

The  Company  submits  payment to  Eastside  Group,  LLC for its  portion of the
expenditures  related  to  the  development  of  its  property  located  in  the
Jordanelle  Basin.  The Company then records and  capitalizes  these payments as
additions to the costs of land and mining claims.












                                      F-13