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, 2001

| |      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     No  X
                                                               ---     ---

Check  if there is no 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]

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

 Aggregate market value of the voting stock held by non-affiliates of the issuer
                    as of December 31, 2001: $0 (See Item 5)

     Number of shares outstanding of issuer's Common Stock, $0.25 par value,
                as of December 31, 2001: 2,000,000 (See Item 11)

                    Documents incorporated by reference: NONE

   Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                                 ---    ---
Exhibit index on consecutive page 11                          Page 1 of 56 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  2001,  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  East  Side 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 $293,439,  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 currentlly 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.

         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. In order to meet its needs for working capital,


                                        2

<PAGE>



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, 2001, the Company had outstanding  promissory  notes
payable in the amount of  $464,924,  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, 2001 and 2000 was $49,813 and $44,476,
respectively.  All notes,  plus accrued  interest,  were rewritten on January 1,
2002 and are due January 1, 2004. Without funding from the major stockholder 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  $293,439,  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,  2001,  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.

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.


                                        3

<PAGE>



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, 2001, 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.


<TABLE>
<CAPTION>
                                 PRINCIPAL AMOUNT OF NOTES              NUMBER OF COMMON SHARES INTO
                                        OUTSTANDING                   WHICH NOTES MAY BE CONVERTED(1)<F1>

<S>                                     <C>                                      <C>
January 1, 1999                         $330,924.20                              3,309,242

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

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

<FN>
(1)<F1>  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.
</FN>
</TABLE>


                                        4

<PAGE>



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 30,  2002,  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  only has  sufficient  funds to
continue its existence until December 31, 2002. On January 1, 2002,  convertible
notes issued to certain  affiliates  were rewritten and are due January 1, 2004.
See "Item 5. 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 2001 and 2000 resulted in net losses of
$(91,515) and $(77,487),  respectively.  The Company's investing activities used
cash in the amount of $(29,935) and  $(51,594) for 2001 and 2000,  respectively.
These uses were partially offset by increased borrowings from related parties of
$44,476 and $39,711 in 2001 and 2000,  respectively.  Operating  activities used
cash of $81,500 and $78,842 during 2001 and 2000, respectively.

         At  December  31, 2001 and 2000,  the  Company  had working  capital of
($30,600) and $46,374, respectively. Since the Company has no significant source
of revenue,  working capital will continue to be depleted by operating expenses.
Of the $79,567 of current  liabilities at December 31, 2001, $49,813 was accrued
interest owed to related parties.  See "Results of Operations" below. Other than
interest earned on cash deposits,  the Company presently has no external sources
of cash.

ASSETS

         At December 31, 2001, the Company had total assets of $201,408 compared
to total assets of $238,233 at December 31, 2000.  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."

                                        5

<PAGE>


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 2001,
professional  fees were  $30,487  compared  to $28,488  during  2000.  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  present  business  operations  do not  provide  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.

                                    PART III

ITEM 9.       DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

         The officers and directors of the Company are:


         NAME                 AGE      TITLE(S)
         ----                 ---      --------
         Robert W. Dunlap      51      President, Chief Executive Officer, Chief
                                       Financial Officer, Treasurer and Director

         Jeffrey L. Lee        48      Vice President, Secretary and Director

         Steven R. Lee         40      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.

                                        6

<PAGE>

         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  hold  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.

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          OP                        ALL OTHER
PRINCIPAL                                                   COMPEN           AWARD(S)     TIONS/SARS        LTIP         COMPEN
POSITION           YEAR       SALARY($)      BONUS($)    SATION ($)(2)          ($)           ($)       PAYOUTS ($)    SATION ($)
<S>                <C>           <C>            <C>          <C>                <C>           <C>           <C>            <C>

Robert W.          2001          -0-            -0-          6,863              -0-           -0-           -0-            -0-
Dunlap,            2000          -0-            -0-          5,314              -0-           -0-           -0-            -0-
President(1)       1999          -0-            -0-          9,494              -0-           -0-           -0-            -0-

</TABLE>



                                        7

<PAGE>



(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  $18,790 of  the  compensation earned for the
         period of October 1, 2000 through December 31, 2001.

         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, 2001, 2000, and 1999.

STOCK OPTION PLANS

         The Company has no stock option plans.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following  table sets forth  information,  as of December 31, 2001,
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 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
</TABLE>


                                        8

<PAGE>



<TABLE>
<S>                                                  <C>                                        <C>
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                      4,822,288(4)(8)(9)                         83.0%
group (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.  Based on 2,000,000 shares of common stock outstanding as
         of  December  31,  2001.   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.

(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.


                                        9

<PAGE>



(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  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.


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.

<TABLE>
               Principal Amounts Outstanding at December 31, 2001
<CAPTION>

          LENDER                 1999           2000            2001         EXPLANATION
          ------                 ----           ----            ----         -----------
<S>                            <C>            <C>            <C>             <C>

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

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

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

          Robert W.            $143,974.20    $175,710.49    $211,254.72     Accrued Interest
          Dunlap

          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     $22,781.46     $27,121.16    $31,981.32      Accrued Interest

          Estate of Bertie      $16,642.73     $18,639.86    $20,877.00      Cash Advance, plus
          Dunlap                                                             Accrued Interest

          Lee Family            $10,086.52     $11,296.90    $12,652.00      Cash Advance, plus
                                                                             Accrued Interest

          Janice Atkins          $1,780.87      $1,994.57     $2,234.00      Cash Advance, plus
                                                                             Accrued Interest
</TABLE>


                                       10

<PAGE>

<TABLE>
<CAPTION>
          LENDER                 1999           2000            2001         Explanation
          ------                 ----           ----            ----         -----------
<S>                            <C>            <C>            <C>             <C>

          Douglas K. Lee         $1,780.87      $1,994.57     $2,234.00      Cash Advance, plus
                                                                             Accrued Interest

                   Total       $330,924.20    $370,635.51    $415,111.00
</TABLE>

         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., 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:


                         BALANCE OF OUTSTANDING NOTES         INTEREST PAYABLE

December 31, 1999                   $330,924                       $39,711

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

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


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,                  N/A
                    1983 (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                N/A
                    Form 10-K Report and incorporated herein by reference)

     10.4           Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2002            36

     10.5           Promissory Notes issued to Robert W. Dunlap dated January 1, 2002                   40

</TABLE>

                                       11

<PAGE>

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



     10.6           Letter Agreement between the Company and Robert W. Dunlap and Kathy                 N/A
                    L. 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                N/A
                    1, 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)

     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             45

     10.11          Promissory Note issued to Lee Family dated January 1, 2002                          47

     10.12          Promissory Note issued to Douglas K. Lee dated January 1, 2002                      49

     10.13          Promissory Note issued to Janice Atkins dated January 1, 2002                       51

     10.14          Promissory Note issued to Park-Premier Mining Company dated January 1, 2002         53

      21            Subsidiaries of Registrant                                                          55

     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)
</TABLE>

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

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

                                       12

<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: May 21, 2002                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)                         May 21, 2002
------------------------------------------------
Robert W. Dunlap


/s/Jeffrey L. Lee                                    Vice President, Secretary and Director      May 21, 2002
------------------------------------------------
Jeffrey L. Lee


/s/Steven R. Lee                                     Director                                    May 21, 2002
------------------------------------------------
Steven R. Lee

</TABLE>








                                       13

<PAGE>








                              FINANCIAL STATEMENTS

                                       AND

                         INDEPENDENT ACCOUNTANTS' REPORT


                           PARK-PREMIER MINING COMPANY

                                December 31, 2001





















                                      F-1
<PAGE>




<TABLE>
                                 C O N T E N T S

<CAPTION>


                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>

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-8-13

Unaudited Consolidated Balance Sheet for three, six and nine months ended
    March 31, 2001, June 30, 2001, and September 30, 2001                                                      F-14

Unaudited Consolidated Balance Sheet for three, six and nine months ended
    March 31, 2000, June 30, 2000, and September 30, 2000                                                      F-15

Unaudited Consolidated Statements of Operations for three months ended
    March 31, 2001 and 2000                                                                                    F-16

Unaudited Consolidated Statements of Operations for six months ended
    June 30, 2001 and 2000                                                                                     F-17

Unaudited Consolidated Statements of Operations for nine months ended
    September 30, 2001 and 2000                                                                                F-18

Unaudited Consolidated Statement of Cash Flows for three months ended
    March 31, 2001 and 2000                                                                                    F-19

Unaudited Consolidated Statement of Cash Flows for six months ended
    June 30, 2001 and 2000                                                                                     F-20

Unaudited Consolidated Statement of Cash Flows for nine months ended
    September 30, 2001 and 2000                                                                                F-21

Notes to Unaudited Consolidated Financial Statements                                                           F-22

</TABLE>

<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, 2001 and 2000,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years ended December 31, 2001 and 2000.  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, 2001 and 2000,  and the results of its operations and
its cash flows the year ended  December 31, 2001 and 2000,  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  shown  in the  financial
statements,  the Company  had net  operating  loss of $91,515  for 2001.  It has
incurred  substantial  net losses for the past several years. As of December 31,
2001,  the Company had no source of operating  revenues.  These  factors and the
others discussed in Note 1, raise  substantial doubt about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments  relating  to the  recoverability  and  classification  of  recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.


/s/ MILLER AND MCCOLLOM

MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado
March 19, 2002


                                      F-3
<PAGE>


<TABLE>
                           PARK-PREMIER MINING COMPANY
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                     ASSETS
                                                                                             DECEMBER 31,
                                                                                             ------------
                                                                                      2001                   2000
                                                                                -------------------    -------------------
<S>                                                                             <C>                    <C>
CURRENT ASSETS

    Cash                                                                        $        48,768        $        115,727
    Other current assets                                                                    199                      --
                                                                                -------------------    -------------------

         Total current assets                                                            48,967                 115,727
                                                                                -------------------    -------------------

Land and mining claims (Notes 2 and 8)                                                  152,441                 122,506
                                                                                -------------------    -------------------

         Total assets                                                           $       201,408        $        238,233
                                                                                ===================    ===================

                      LIABILITES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

    Accounts payable                                                            $         6,264        $         12,172
    Accounts payable - officer (Note 5)                                                  18,790                   8,005
    Accrued interest (Note 3)                                                            49,813                  44,476
    Taxes payable                                                                         4,700                   4,700
                                                                                -------------------    -------------------

         Total current liabilities                                                       79,567                  69,353
                                                                                -------------------    -------------------

    Convertible notes payable - related parties (Notes 2 & 3)                           415,111                 370,635
                                                                                -------------------    -------------------

         Total liabilities                                                              494,678                 439,988
                                                                                -------------------    -------------------

COMMITMENTS AND CONTINGINCIES (Note 4)

STOCKHOLDERS' DEFICIT

    Common stock, par value $0.25, 2,000,000 shares
      authorized, issued and outstanding (Notes 2 and 3)                                500,000                 500,000
    Discount on common stock                                                           (146,250)               (146,250)
    Additional paid-in capital                                                          505,656                 505,656
    Accumulated deficit                                                              (1,152,676)             (1,061,161)
                                                                                -------------------    -------------------

                                                                                       (293,270)               (201,755)
                                                                                -------------------    -------------------

         Total liabilities and stockholders' deficit                            $       201,408        $        238,233
                                                                                ===================    ===================

</TABLE>


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

                                      F-4

<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                          YEAR ENDED DECEMBER 31,
                                                                          -----------------------
                                                                       2001                    2000
                                                                -------------------     --------------------
<S>                                                             <C>                     <C>
EXPENSES

    General and administrative (Note 5)                                    6,863                   5,314
    Professional fees                                                     30,487                  28,488
    Property tax expense                                                   4,807                   3,371

                                                                -------------------     --------------------
         Loss from operations                                            (42,157)                (37,173)
                                                                -------------------     --------------------

OTHER INCOME (EXPENSE)

    Miscellaneous income (expense)                                          (709)                  1,650
    Interest income                                                        1,164                   2,512
    Interest expense (Note 3)                                            (49,813)                (44,476)

                                                                -------------------     --------------------
(Loss) before income taxes                                               (91,515)                (77,487)

Provisions for income taxes (Note 6)                                          --                      --

                                                                -------------------     --------------------
Net (loss)                                                      $        (91,515)       $        (77,487)
                                                                ===================     ====================

Net (loss) per share                                            $           (.05)       $           (.04)
                                                                ===================     ====================

Weighted average shares outstanding                                    2,000,000               2,000,000
                                                                ===================     ====================
</TABLE>



         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, 1999          2,000,000    $    500,000     $   (146,250)    $   505,656    $   (983,674)   $      (124,268)

   Net loss                                                                                            (77,487)
                                  ------------   -------------    -------------    ------------   -------------   ----------------
Balance, December 31, 2000          2,000,000    $    500,000     $   (146,250)    $   505,656    $ (1,061,161)   $      (201,755)

   Net loss                                                                                            (91,515)
                                  ------------   -------------    -------------    ------------   -------------   ----------------
Balance, December 31, 2001          2,000,000    $    500,000     $   (146,250)    $   505,656    $ (1,152,676)   $      (293,270)
                                  ============   =============    =============    ============   =============   ================
</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,
                                                                                -----------------------
                                                                              2001                    2000
                                                                         ---------------         --------------
<S>                                                                      <C>                     <C>

Cash flows from operating activities

   Net (loss)                                                            $      (91,515)         $     (77,487)

Adjustments to reconcile net (loss) to net cash
   used by operating activities
   Decrease in income tax receivable                                                 --                  1,032
   (Decrease) in income tax payable                                                  --                   (800)
   Increase (decrease) in accounts payable                                       (5,908)                 4,608
   Increase in accrued interest payable                                           5,337                  4,765
   (Decrease) increase in accounts payable - officer                             10,785                (10,960)
   (Increase) other current assets                                                 (199)                    --
                                                                         ---------------         --------------

         Total adjustments                                                       10,015                 (1,355)
                                                                         ---------------         --------------
Net cash used by operating activities                                           (81,500)               (78,842)
                                                                         ---------------         --------------
Cash flows from investing activities:
   Investment in land and mining claims                                         (29,935)               (51,594)
                                                                         ---------------         --------------
   Net cash flow from investing activities                                      (29,935)               (51,594)
                                                                         ---------------         --------------
Cash flows from financing activities:
   Increase in notes payable related party                                       44,476                 39,711
                                                                         ---------------         --------------
Net cash flow from financing activities                                          44,476                 39,711
                                                                         ---------------         --------------

Net (decrease) increase in cash and cash equivalents                            (66,959)               (90,725)

Cash and cash equivalents, beginning of year                                    115,727                206,452

Cash and cash equivalents, end of year                                   $       48,768          $     115,727
                                                                         ===============         ==============

Supplemental schedule of noncash investing
   and financing activities

   Accrued interest expense added to notes payable                       $       44,476          $      39,711
   Income taxes paid                                                                 --                     --

</TABLE>


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


                                      F-7

<PAGE>

                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


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  $370,319  and  $327,635  to the Company at
December 31, 2001 and 2000.

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.

MINES AND MINING CLAIMS

Mines and mining claims are stated at cost as of December 31, 2001 and 2000. 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.

GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
they will 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 3, the
Company has  convertible  notes  payable in the amount of  $464,924,  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.


                                      F-8

<PAGE>
                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE - 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

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 by
2,000,000  weighted average number of common shares outstanding during the years
ended  December  31, 2001 and 2000  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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Company  considers  that the  carrying  amount  of  financial  instruments,
including account receivable,  account payable,  accrued  liabilities  revolving
credit facility,  approximates fair value.  Interest on notes payable is payable
at rates which approximate fair value

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.


                                      F-9


<PAGE>

                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE - 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting  Standards (SFAS) No. 141, "Business  Combinations," and
SFAS  No.142,  "Goodwill  and Other  Intangible  Assets." The Company must adopt
these standards no later than January 1, 2002. All business  combinations  under
SFAS No. 141 are to be accounted  for using the purchase  method of  accounting.
SFAS No. 142 addresses financial  accounting and reporting for acquired goodwill
and other  intangible  assets  upon  their  acquisition  and how they  should be
accounted for after initial recognition.  SFAS No. 142 states that an intangible
asset  with a finite  useful  life be  amortized  over the  period  the asset is
expected to  contribute  to the future cash flows of the entity.  An  intangible
asset with an indefinite life is not to be amortized.  All intangible assets are
subject to periodic  impairment tests. The Company has reviewed the requirements
of these  standards  and  determined  that  there is no impact on the  Company's
financial statements.

OTHER

The Company has no advertising expenses.

NOTE 2 - 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, 2000.





                                      F-10

<PAGE>

                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 3 - 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.  The  conversion
price  shall not be more than $.10 per share.  Convertible  notes  payable is as
follows:

                                                    DECEMBER 31,
                                           2001                    2000
                                     ------------------     --------------------

Robert W. Dunlap                     $       331,750        $        296,205

Affiliated Mining, Inc.                       45,364                  40,504

Estate of Bertha Dunlap                       20,877                  18,640

Lee Family                                    12,652                  11,296

Douglas K. Lee                                 2,234                   1,995

Janice Atkins                                  2,234                   1,995
                                     ------------------     --------------------

                                     $       415,111        $        370,635
                                     ==================     ====================


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).

Until  conversion,  the notes payable accrue  interest at an annual rate of 12%.
Accrued  interest  at  December  31,  2001  and 2000 was  $49,813  and  $44,476,
respectively.  All notes,  plus accrued  interest,  were rewritten on January 1,
2002, and are due January 1, 2004.

NOTE 4 -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.



                                      F-11

<PAGE>
                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 5 - 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, 2001,  was $371,600,  which includes
accrued interest (Note 3). In addition to actual outlays of cash, Mr. Dunlap has
deferred a portion of the compensation earned through 2001 of $18,790.

NOTE 6 - 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 7 - SALE OF LAND

In November 1994, the Bureau of Reclamation (B.O.R.) condemned a majority of the
Company's land holdings for its Jordanelle Reservoir Project. In April 1998, the
B.O.R.  came to its final settlement with the Company after arduous  litigation.
Total  proceeds  received by the Company  were  $568,107 of which  $195,461  was
collected in 1998 and is the Company's primary source of working capital.

NOTE 8 - MINES AND MINING CLAIMS

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 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 is  considering  a proposal  whereby its note  receivable  from its
Subsidiary in the amount of $293,439,  which includes accrued interest, would be
exchanged for the land currently owned by the  Subsidiary,  Park Cummings Mining
Co., Inc.



                                      F-12

<PAGE>

                           PARK-PREMIER MINING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


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
payments  related to the  development of its property  located in the Jordanelle
Basin. The Company then records and capitalizes these payments.












                                      F-13


<PAGE>

                           PARK-PREMIER MINING COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>

                                                            September              June              March              December
                                                             30, 2001            30, 2001           31, 2001            31, 2000
                                                          ---------------     ---------------    ---------------     ---------------
<S>                                                       <C>                 <C>                <C>                 <C>
CURRENT ASSETS

   Cash                                                   $      61,970       $      66,108      $      69,575       $     115,727
   Prepaid and other                                                265                  --                --                   --
                                                          ---------------     ---------------    ---------------     ---------------

   Total current assets                                          62,235              66,108            69,575              115,727
                                                          ---------------     ---------------    ---------------     ---------------

Land and mining claims (Notes 2 and 8)                          152,440             150,158           147,032              122,506
                                                          ---------------     ---------------    ---------------     ---------------

   Total assets                                           $     214,675       $     216,266      $    216,607        $     238,233
                                                          ===============     ===============    ===============     ===============


                                               LIABILITES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Accounts payable                                       $         867       $       1,502      $        864        $      12,172
   Accounts payable - officer (Note 5)                           23,853              20,395            19,813                8,005
   Accrued interest (Note 3)                                     37,360              24,906            12,453               44,476
   Taxes payable                                                  4,700               4,700             4,700                4,700
                                                          ---------------     ---------------    ---------------     ---------------

           Total current liabilities                             66,780              51,503            37,830               69,353
                                                          ---------------     ---------------    ---------------     ---------------

   Convertible notes payable - related parties
     (Notes 2 & 3)                                              415,111             415,111           415,111              370,635
                                                          ---------------     ---------------    ---------------     ---------------

       Total liabilities                                        481,891             466,614           452,941              439,988
                                                          ---------------     ---------------    ---------------     ---------------

STOCKHOLDERS' DEFICIT

   Common stock, par value $0.25,
     2,000,000shares authorized, issued and
     outstanding (Notes 2 and 3)                                500,000             500,000           500,000              500,000
   Discount on common stock                                    (146,250)           (146,250)         (146,250)            (146,250)
   Additional paid-in capital                                   505,656             505,656           505,656              505,656
   Accumulated deficit                                       (1,126,622)         (1,109,753)       (1,095,740)          (1,061,161)
                                                          ---------------     ---------------    ---------------     ---------------

                                                               (267,216)           (250,347)         (236,334)            (201,755)
                                                          ---------------     ---------------    ---------------     ---------------

   Total liabilities and stockholders' deficit            $     214,675       $     216,266      $    216,607        $     238,233
                                                          ===============     ===============    ===============     ===============
</TABLE>

           See notes to unaudited consolidated financial statements.

                                      F-14
<PAGE>

                          PARK-PREMIER MINING COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>
                                                          September              June               March              December
                                                           30, 2000            30, 2000            31, 2000           31, 1999*
                                                        ---------------     ---------------     ---------------     ---------------
<S>                                                     <C>                 <C>                 <C>                 <C>
CURRENT ASSETS

   Cash                                                 $     136,770       $     139,940       $     172,930       $     206,452
   Income tax receivable                                        1,032               1,032               1,032               1,032
   Other current assets                                            --                  --                  --                  --
                                                        ---------------     ---------------     ---------------     ---------------

       Total current assets                                   137,802             140,972             173,962             207,484
                                                        ---------------     ---------------     ---------------     ---------------

Land and mining claims (Notes 2 and 8)                         97,997              96,003              78,116              70,912
                                                        ---------------     ---------------     ---------------     ---------------

       Total assets                                     $     235,799       $     236,975       $     252,078       $     278,396
                                                        ===============     ===============     ===============     ===============


                      LIABILITES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Accounts payable                                     $       7,227       $       1,176       $         648       $       7,564
   Accounts payable - officer (Note 5)                             --                 470              13,945              18,965
   Accrued interest (Note 3)                                   33,357              22,238              11,119              39,711
   Taxes payable                                                5,500               5,500               5,500               5,500
                                                        ---------------     ---------------     ---------------     ---------------

         Total current liabilities                             46,084              29,384              31,212              71,740
                                                        ---------------     ---------------     ---------------     ---------------
   Convertible notes payable - related parties
     (Notes 2 & 3)                                            370,635             370,635             370,635             330,924
                                                        ---------------     ---------------     ---------------     ---------------

       Total liabilities                                      416,719             400,019             401,847             402,664
                                                        ---------------     ---------------     ---------------     ---------------

STOCKHOLDERS' DEFICIT

   Common stock, par value $0.25, 2,000,000
     shares authorized, issued and outstanding
     (Notes 2 and 3)                                          500,000             500,000             500,000             500,000
   Discount on common stock                                  (146,250)           (146,250)           (146,250)           (146,250)
   Additional paid-in capital                                 505,656             505,656             505,656             505,656
   Accumulated deficit                                     (1,040,326)         (1,022,450)         (1,009,175)           (983,674)
                                                        ---------------     ---------------     ---------------     ---------------

                                                             (180,920)           (163,044)           (149,769)           (124,268)
                                                        ---------------     ---------------     ---------------     ---------------

       Total liabilities and stockholders' deficit      $     235,799       $     236,975       $     252,078       $     278,396
                                                        ===============     ===============     ===============     ===============
</TABLE>

* Amounts at December 31, 1999 were derived from the December 31, 1999 audited
financial statements.

           See notes to unaudited consolidated financial statements.

                                      F-15
<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                Three              Three             Three
                                                                Months             Months            Months
                                                                Ended              Ended             Ended
                                                               March 31,          March 31,         March 31,
                                                                  2001              2000              1999
                                                             -------------      -------------     -------------
<S>                                                          <C>                <C>               <C>


EXPENSES

    General and administrative (Note 5)                            5,341                180            10,622
    Professional fees                                             17,187             12,339                --
    Property tax expense                                              --              4,141                --

                                                             -------------      -------------     -------------
         Loss from operations                                    (22,528)           (16,660)          (10,622)
                                                             -------------      -------------     -------------
OTHER INCOME (EXPENSE)

    Miscellaneous income (expense)                                    --              1,650                --
    Interest income                                                  402                628             2,273
    Income tax refund                                                                                      --
    Interest expense (Note 3)                                    (12,453)           (11,119)           (8,704)

(Loss) before income taxes                                       (34,579)           (25,501)          (17,053)

Provisions for income taxes (Note 6)                                  --                 --                --

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

Net (loss)                                                   $   (34,579)       $   (25,501)      $   (17,053)
                                                             =============      =============     =============

Net (loss) per share                                         $      (.02)       $      (.01)      $      (.01)
                                                             =============      =============     =============

Weighted average shares outstanding                            2,000,000          2,000,000          2,000,000
                                                             =============      =============     =============
</TABLE>

           See notes to unaudited consolidated financial statements.

                                      F-16




<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three          Three          Three           Six            Six            Six
                                                Months         Months         Months         Months         Months         Months
                                                Ended          Ended          Ended          Ended          Ended          Ended
                                               June 30,       June 30,       June 30,       June 30,       June 30,       June 30,
                                                 2001           2000           1999           2001           2000           1999
                                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>

EXPENSES

    General and administrative (Note 5)              237          1,608         22,672          5,577          1,788         33,294
    Professional fees                              1,623          1,176             --         18,810         13,515             --
    Property tax expense                              --             --             --             --          4,141             --

                                             ------------   ------------   ------------   ------------   ------------   ------------
         Loss from operations                     (1,860)        (2,784)       (22,672)       (24,387)       (19,444)       (33,294)
                                             ------------   ------------   ------------   ------------   ------------   ------------
OTHER INCOME (EXPENSE)

    Miscellaneous income (expense)                    --             --             --             --          1,650             --
    Interest income                                  300            628          1,888            702          1,256          4,161
    Income tax refund                                 --             --             --             --             --             --
    Interest expense (Note 3)                    (12,453)       (11,119)        (8,801)       (24,907)       (22,238)       (17,505)

                                             ------------   ------------   ------------   ------------   ------------   ------------
(Loss) before income taxes                       (14,013)       (13,275)       (29,585)       (48,592)       (38,776)       (46,638)

Provisions for income taxes (Note 6)                  --             --             --             --             --             --

                                             ------------   ------------   ------------   ------------   ------------   ------------
Net (loss)                                   $   (14,013)   $   (13,275)   $   (29,585)   $   (48,592)   $   (38,776)   $   (46,638)
                                             ============   ============   ============   ============   ============   ============
Net (loss) per share                         $      (.01)   $      (.01)   $      (.01)   $      (.02)   $      (.02)   $      (.02)
                                             ============   ============   ============   ============   ============   ============

Weighted average shares outstanding            2,000,000      2,000,000      2,000,000      2,000,000      2,000,000      2,000,000
                                             ============   ============   ============   ============   ============   ============
</TABLE>

           See notes to unaudited consolidated financial statements.


                                      F-17
                                      F-17
<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               Three          Three          Three           Nine           Nine           Nine
                                               Months         Months         Months         Months         Months         Months
                                               Ended          Ended          Ended          Ended          Ended          Ended
                                            September 30,  September 30,  September 30,  September 30,  September 30,  September 30,
                                                2001           2000           1999           2001           2000           1999
                                            -------------  -------------  -------------  -------------  -------------  -------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>


EXPENSES

    General and administrative (Note 5)              883             --         13,498          6,460          1,788         46,792
    Professional fees                              3,819          7,385             --         22,619         20,900             --
    Property tax expense                              --             --             --             --          4,141             --

                                            -------------  -------------  -------------  -------------  -------------  -------------
         Loss from operations                     (4,702)        (7,385)       (13,498)       (29,089)       (26,829)       (46,792)
                                            -------------  -------------  -------------  -------------  -------------  -------------

OTHER INCOME (EXPENSE)

    Miscellaneous income (expense)                    --             --             --             --          1,650             --
    Interest income                                  286            628             --            988          1,884          4,161
    Income tax refund                                                                           1,783                         1,783
    Interest expense (Note 3)                    (12,453)       (11,119)       (12,494)       (37,360)       (33,357)       (29,999)
                                            -------------  -------------  -------------  -------------  -------------  -------------
(Loss) before income taxes                       (16,869)       (17,876)       (24,209)       (65,461)       (56,652)       (70,847)

Provisions for income taxes (Note 6)                  --             --             --             --             --             --

                                            -------------  -------------  -------------  -------------  -------------  -------------
Net (loss)                                  $    (16,869)  $    (17,876)  $    (24,209)  $    (65,461)  $    (56,652)  $    (70,847)
                                            =============  =============  =============  =============  =============  =============

Net (loss) per share                        $       (.01)  $       (.01)  $       (.01)  $       (.03)  $       (.03)  $       (.04)
                                            =============  =============  =============  =============  =============  =============
Weighted average shares outstanding            2,000,000      2,000,000      2,000,000      2,000,000      2,000,000      2,000,000
                                            =============  =============  =============  =============  =============  =============
</TABLE>

           See notes to unaudited consolidated financial statements.


                                      F-18
<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                            Three               Three               Three
                                                                            Months              Months              Months
                                                                            Ended               Ended               Ended
                                                                           March 31,           March 31,           March 31,
                                                                             2001                2000                1999
                                                                        --------------      --------------      ---------------
<S>                                                                     <C>                 <C>                 <C>

Cash flows from operating activities

    Net (loss)                                                          $     (34,579)      $     (25,501)      $      (17,053)

Adjustments to reconcile net (loss) to net cash
   used by operating activities
    Decrease in interest receivable                                                --                  --                  843
    (Increase) in accrued interest                                                 --                  --              (26,751)
    Increase (decrease) in accounts payable                                   (11,308)             (6,917)              17,888
    Increase in accrued interest payable                                      (32,023)            (28,592)                  --
    (Decrease) increase in accounts payable - officer                          11,808              (5,019)               2,817
                                                                        --------------      --------------      ---------------

         Total adjustments                                                    (31,523)            (40,528)              (5,203)
                                                                        --------------      --------------      ---------------

Net cash used by operating activities                                         (66,102)            (66,029)             (22,256)
                                                                        --------------      --------------      ---------------

Cash flows from investing activities:
    Investment in land and mining claims                                      (24,526)             (7,204)             (39,426)
                                                                        --------------      --------------      ---------------
    Net cash flow from investing activities                                   (24,526)             (7,205)             (39,426)

Cash flows from financing activities:
    Increase in notes payable related party                                    44,476              39,711               35,456
                                                                        --------------      --------------      ---------------
    Net cash flow from financing activities                                    44,476              39,711               35,456


Net (decrease) increase in cash and cash equivalents                          (46,152)            (33,522)             (26,226)

Cash and cash equivalents, beginning of period                                115,727             206,452              331,022

Cash and cash equivalents, end of period                                $      69,575       $     172,930       $      304,796
                                                                        ==============      ==============      ===============
Supplemental schedule of noncash investing
    and financing activities

    Accrued interest expense added to notes payable                     $      12,453       $      11,119       $        8,704
                                                                        ==============      ==============      ===============

</TABLE>

           See notes to unaudited consolidated financial statements.

                                      F-19
<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           Six                  Six                 Six
                                                                          Months               Months              Months
                                                                          Ended                Ended               Ended
                                                                         June 30,             June 30,            June 30,
                                                                           2001                 2000                1999
                                                                       --------------      --------------      ---------------
<S>                                                                    <C>                 <C>                 <C>
Cash flows from operating activities

    Net (loss)                                                         $     (48,592)      $     (38,776)      $      (46,638)

Adjustments to reconcile net (loss) to net cash
   used by operating activities
    Decrease in interest receivable                                               --                  --                  843
    (Increase) in accrued interest                                                --                  --              (17,952)
    Increase (decrease) in accounts payable                                  (10,672)             (6,388)              12,576
    Increase in accrued interest payable                                     (19,569)            (17,473)
    (Decrease) increase in accounts payable - officer                         12,390             (18,495)             (12,557)
                                                                       --------------      --------------      ---------------

         Total adjustments                                                   (17,851)            (42,356)             (17,090)
                                                                       --------------      --------------      ---------------

Net cash used by operating activities                                        (66,443)            (81,132)             (63,728)
                                                                       --------------      --------------      ---------------

Cash flows from investing activities:
    Investment in land and mining claims                                     (27,652)            (25,091)             (39,426)
                                                                       --------------      --------------      ---------------
    Net cash flow from investing activities                                  (27,652)            (25,091)             (39,426)

Cash flows from financing activities:
    Increase in notes payable related party                                   44,476              39,711               35,456
                                                                       --------------      --------------      ---------------
    Net cash flow from financing activities                                   44,476              39,711               35,456


Net (decrease) increase in cash and cash equivalents                         (49,619)            (66,512)             (67,698)

Cash and cash equivalents, beginning of period                               115,727             206,452              331,022

Cash and cash equivalents, end of period                               $      66,108       $     139,940       $      263,324
                                                                       ==============      ==============      ===============

Supplemental schedule of noncash investing
    and financing activities

    Accrued interest expense added to notes payable                    $      24,906       $      22,238       $        8,801
                                                                       ==============      ==============      ===============
</TABLE>


           See notes to unaudited consolidated financial statements.

                                      F-20

<PAGE>

                          PARK-PREMIER MINING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Nine               Nine                Nine
                                                                           Months             Months              Months
                                                                           Ended              Ended               Ended
                                                                        September 30,       September 30,      September 30,
                                                                            2001               2000                 1999
                                                                       --------------      --------------      ---------------
<S>                                                                    <C>                 <C>                 <C>
Cash flows from operating activities

    Net (loss)                                                         $     (65,461)      $     (56,652)      $      (70,847)

Adjustments to reconcile net (loss) to net cash
   used by operating activities                                                                                            --
    (Increase) in interest receivable                                             --                  --                  843
    (Increase) prepaid and other                                                (265)                 --                   --
    Decrease (increase) in accrued interest                                       --                  --               (5,754)
    (Decrease) in accounts payable                                           (11,305)               (337)              (6,948)
    Increase in accrued interest payable                                      (7,116)             (6,354)                  --
    (Decrease) increase in accounts payable - officer                         15,848             (18,965)              (7,866)
                                                                       --------------      --------------      ---------------

         Total adjustments                                                    (2,838)            (25,656)             (19,725)
                                                                       --------------      --------------      ---------------

Net cash used by operating activities                                        (68,299)            (82,308)             (90,572)
                                                                       --------------      --------------      ---------------

Cash flows from investing activities:
    Investment in land and mining claims                                     (29,934)            (27,085)             (47,781)
                                                                       --------------      --------------      ---------------
    Net cash flow from investing activities                                  (29,934)            (27,085)             (47,781)

Cash flows from financing activities:
    Increase in notes payable related party                                   44,476              39,711               35,456
                                                                       --------------      --------------      ---------------
    Net cash flow from financing activities                                   44,476              39,711               35,456


Net (decrease) increase in cash and cash equivalents                         (53,757)            (69,682)            (102,897)

Cash and cash equivalents, beginning of period                               115,727             206,452              331,022

Cash and cash equivalents, end of period                               $      61,970       $     136,770       $      228,125
                                                                       ==============      ==============      ===============
Supplemental schedule of noncash investing
    and financing activities

    Accrued interest expense added to notes payable                    $      37,359       $      33,357       $       12,494
                                                                       ==============      ==============      ===============
</TABLE>

           See notes to unaudited consolidated financial statements.


                                      F-21

<PAGE>




                           PARK-PREMIER MINING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - INTERIM FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements for the three month
periods  ending March 31, 2001, 2000 and 1999, the six month periods ending June
30, 2001, 2000  and 1999, and  the nine month periods ending September 30, 2001,
2000  and 1999 do  not include all disclosures  required by  generally  accepted
accounting  principles  for  complete  financial statements.  In the opinion  of
management of  Park-Premier Mining Company all adjustments, consisting of normal
recurring  accruals  considered  necessary  for a  fair presentation, have  been
included.

Interim  unaudited  financial results  should be  read in  conjunction  with the
audited financial  statements included in  the Company's  Annual Report  on Form
10-KSB for the fiscal years ended December 31, 2001 and 2000.

















                                      F-22