<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Thirteen Weeks Ended August 4, 2001

                          Commission File Number 1-9647

                             MAYOR'S JEWELERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                             59-2290953
      ------------------------           ---------------------------------
      (State of Incorporation)           (IRS Employer Identification No.)

                 14051 N.W. 14th Street, Sunrise, Florida 33323
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (954) 846-2709
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               YES [X]   NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                      19,475,952 SHARES ($.0001 PAR VALUE)
                            AS OF SEPTEMBER 14, 2001


<PAGE>   2


                                    FORM 10-Q
                                QUARTERLY REPORT

                       THIRTEEN WEEKS ENDED AUGUST 4, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                       Page No.
                                                                                       --------
<S>      <C>                                                                            <C>
PART I:  FINANCIAL INFORMATION

         Item 1. Consolidated Condensed Financial Statements - Unaudited

                 A. Consolidated Condensed Balance Sheets................................ 3
                 B. Consolidated Condensed Statements of Operations...................... 4-5
                 C. Consolidated Condensed Statements of Cash Flows...................... 6-7
                 D. Notes to Consolidated Condensed Financial Statements................. 8-9

         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations..................................... 10-12

         Item 3. Quantitative and Qualitative Disclosures About Market Risks............. 13


PART II: OTHER INFORMATION

                 Items 1, 2, 3, and 5 have been omitted because they are not
                        applicable with respect to the current reporting period.

         Item 4. Submission of Matters to Vote of Security Holders....................... 14

         Item 6. Exhibits and Reports
                   on Form 8-K........................................................... 14


</TABLE>




                                       2
<PAGE>   3

                          PART I: FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                    MAYOR'S JEWELERS, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS - UNAUDITED
          (Amounts shown in thousands except share and per share data)

<TABLE>
<CAPTION>

                                                                     August 4,        February 3,
                                                                        2001             2001
                                                                     ---------        -----------
<S>                                                                  <C>               <C>
                                        ASSETS

Current Assets:
Cash and cash equivalents                                            $   2,348         $   1,363
Accounts receivable, net of allowance for doubtful
   accounts of $1,138 and $1,403, respectively                          29,809            34,974
Inventories                                                            109,275           107,674
Other current assets                                                    10,441            10,913
                                                                     ---------         ---------
   Total current assets                                                151,873           154,924
                                                                     ---------         ---------
Property, net                                                           44,994            42,651
Goodwill                                                                23,235            24,204
Other assets                                                             2,566             2,273
                                                                     ---------         ---------
   Total non-current assets                                             70,795            69,128
                                                                     ---------         ---------
   Total assets                                                      $ 222,668         $ 224,052
                                                                     =========         =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                     $  13,222         $  14,039
Accrued expenses and other current liabilities                          10,737            11,374
Short-term portion of long-term debt                                    62,677                --
Net liabilities of discontinued operations                                 132             4,839
                                                                     ---------         ---------
   Total current liabilities                                            86,768            30,252
                                                                     ---------         ---------
Long-term debt                                                              --            44,390
Other long-term liabilities                                              6,678             5,151
                                                                     ---------         ---------
   Total long-term liabilities                                           6,678            49,541
                                                                     ---------         ---------
Stockholders' Equity:
Common stock, $.0001 par value, 50,000,000 shares authorized,
   29,459,906 and 29,210,886 shares issued and outstanding                   3                 3
Additional paid-in capital                                             194,441           193,821
Accumulated deficit                                                    (35,822)          (20,165)
Less: 9,983,954 shares of treasury stock, at cost                      (29,400)          (29,400)
                                                                     ---------         ---------
   Total stockholders' equity                                          129,222           144,259
                                                                     ---------         ---------
   Total liabilities and stockholders' equity                        $ 222,668         $ 224,052
                                                                     =========         =========

</TABLE>

            See notes to consolidated condensed financial statements.




                                       3
<PAGE>   4

                     MAYOR'S JEWELERS, INC.AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
          (Amounts shown in thousands except share and per share data)

<TABLE>
<CAPTION>

                                                 Thirteen              Thirteen
                                               Weeks Ended           Weeks Ended
                                             August 4, 2001         July 29, 2000
                                             --------------         -------------
<S>                                           <C>                    <C>
Net sales                                     $     35,229           $     39,950
Cost of sales                                       22,049                 22,721
                                              ------------           ------------
Gross profit                                        13,180                 17,229
                                              ------------           ------------
Store operating and selling expenses                11,320                  9,972
General and administrative expenses                  4,488                  4,010
Advertising and marketing expenses                   1,997                  1,653
Other charges                                          227                     --
Depreciation and amortization                        2,493                  1,918
                                              ------------           ------------
                                                    20,525                 17,553
                                              ------------           ------------

Operating loss                                      (7,345)                  (324)

Interest and other income                               --                     11
Interest expense                                      (947)                  (679)
                                              ------------           ------------
Net loss                                      $     (8,292)          $       (992)
                                              ============           ============


Weighted average shares outstanding
   (basic and diluted)                          19,389,718             19,607,411

Basic and diluted loss per share              $      (0.43)          $      (0.05)

</TABLE>


            See notes to consolidated condensed financial statements.



                                       4
<PAGE>   5
                     MAYOR'S JEWELERS, INC.AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
          (Amounts shown in thousands except share and per share data)


<TABLE>
<CAPTION>
                                               Twenty-six            Twenty-six
                                               Weeks Ended           Weeks Ended
                                             August 4, 2001         July 29, 2000
                                             --------------         -------------
<S>                                           <C>                    <C>
Net sales                                     $     71,440           $     75,242
Cost of sales                                       43,345                 43,535
                                              ------------           ------------

Gross profit                                        28,095                 31,707
                                              ------------           ------------

Store operating and selling expenses                22,678                 19,545
General and administrative expenses                  9,138                  8,140
Advertising and marketing expenses                   3,597                  3,499
Other charges                                        1,732                     --
Depreciation and amortization                        4,931                  3,653
                                              ------------           ------------
                                                    42,076                 34,837
                                              ------------           ------------

Operating loss                                     (13,981)                (3,130)

Interest and other income                               27                     47
Interest expense                                    (1,703)                (1,190)
                                              ------------           ------------
Net loss                                      $    (15,657)          $     (4,273)
                                              ============           ============


Weighted average shares outstanding
   (basic and diluted)                          19,336,720             19,961,792

Basic and diluted loss per share              $      (0.81)          $      (0.21)

</TABLE>


            See notes to consolidated condensed financial statements.




                                       5
<PAGE>   6

                     MAYOR'S JEWELERS, INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
                          (Amounts shown in thousands)

<TABLE>
<CAPTION>

                                                                   Twenty-six         Twenty-six
                                                                   Weeks Ended        Weeks Ended
                                                                 August 4, 2001      July 29, 2000
                                                                 --------------      -------------
<S>                                                                  <C>                 <C>
Cash flows from operating activities:
      Cash received from customers                                 $  76,605           $  74,957
      Cash paid to suppliers and employees                           (83,262)            (92,824)
      Interest and other income received (paid)                       (1,676)                327
                                                                   ---------           ---------
Net cash used in continuing operations                                (8,333)            (17,540)
Net cash (used in) provided by discontinued operations                (4,707)             16,985
                                                                   ---------           ---------
Net cash used in operating activities                                (13,040)               (555)
                                                                   ---------           ---------

Cash flows from investing activities:
      Capital expenditures                                            (6,105)             (7,516)
      Proceeds from sale of fixed assets                                  13                  --
      Investment in Mayor's, net of cash acquired in 1998                 --                 423
                                                                   ---------           ---------
Net cash used in investing activities                                 (6,092)             (7,093)
                                                                   ---------           ---------

Cash flows from financing activities:
      Proceeds from sale of employee stock plans                         620                 141
      Purchase of treasury stock                                          --              (2,905)
      Cash paid to former Mayor's shareholders                            --              (5,095)
      Repayment of capital lease                                          --                 792
      Borrowings under line of credit                                102,051             191,637
      Line of credit repayments                                      (83,764)           (177,908)
      Payment of commitment fee related to line of credit               (317)                 --
      Other                                                            1,527                  --
                                                                   ---------           ---------
Net cash provided by financing activities                             20,117               6,662
                                                                   ---------           ---------

Net increase (decrease) in cash and cash equivalents                     985                (986)
Cash and cash equivalents at beginning of period                       1,363               1,049
                                                                   ---------           ---------
Cash and cash equivalents at end of period                         $   2,348           $      63
                                                                   =========           =========


                                                                                    (continued)

</TABLE>


                                       6
<PAGE>   7


                     MAYOR'S JEWELERS, INC. AND SUBSIDIARIES
     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED (CONTINUED)
                          (Amounts shown in thousands)

<Table>
<Caption>

                                                                   Twenty-six         Twenty-six
                                                                   Weeks Ended        Weeks Ended
                                                                 August 4, 2001      July 29, 2000
                                                                 --------------      -------------
<S>                                                                <C>                 <C>
Reconciliation of net loss to net cash used in
 operating activities:
Net loss                                                           $(15,657)          $ (4,273)
Adjustments to reconcile net loss to net cash used in
 operating activities:
      Depreciation and amortization                                   4,931              3,653
      Provision for doubtful accounts                                 1,138                819
     (Increase) decrease in assets:
         Accounts receivable (net)                                    4,028                270
         Inventories                                                 (1,601)           (10,024)
         Other                                                          282                990
      Decrease in liabilities:
         Accounts payable                                              (817)            (7,328)
         Accrued expenses                                              (637)            (1,647)
                                                                   --------           --------
Net cash used in continuing operations                               (8,333)           (17,540)

Net cash (used in) provided by discontinuing operations              (4,707)            16,985
                                                                   --------           --------
Net cash used in operating activities                              $(13,040)          $   (555)
                                                                   ========           ========



                                                                                    (concluded)
</TABLE>


            See notes to consolidated condensed financial statements.





                                       7
<PAGE>   8

                     MAYOR'S JEWELERS, INC. AND SUBSIDIARIES
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  (UNAUDITED)

A. BASIS OF PRESENTATION

         The Company's consolidated condensed financial statements as of August
4, 2001 and for the thirteen and twenty-six week periods ended August 4, 2001
and July 29, 2000 have not been audited by certified public accountants, but in
the opinion of management of Mayor's Jewelers, Inc. and subsidiaries (the
"Company" or "Mayor's") reflect all adjustments (which include only normal
recurring accruals) necessary to present fairly the financial position, results
of operations and cash flows for those periods. Results of the thirteen and
twenty-six week periods ended August 4, 2001 and July 29, 2000 are not
necessarily indicative of annual results because of the seasonality of the
Company's business.

         The accompanying consolidated condensed financial statements should be
read in conjunction with the Company's annual consolidated financial statements
and the notes thereto appearing in the Company's annual report on Form 10-K for
the year ended February 3, 2001 filed with the Securities and Exchange
Commission.

B. INVENTORIES

         Inventories are summarized as follows:

<TABLE>
<CAPTION>

                                                           August 4, 2001                      February 3, 2001
                                                     ----------------------------        ---------------------------
                                                                    (amounts shown in thousands)

                                                     Company            Held on          Company           Held on
                                                      Owned           Consignment         Owned          Consignment
                                                     --------         -----------        --------        -----------
<S>                                                  <C>               <C>               <C>               <C>
Precious and semi-precious gem jewelry-
 related merchandise (and associated gold):
      Raw materials                                  $    728          $     --          $    636          $     --
      Finished goods                                   68,554             8,859            67,551            15,827
Watches                                                36,205               966            35,810               551
Other consumer products                                 3,788                67             3,677               469
                                                     --------          --------          --------          --------
                                                     $109,275          $  9,892          $107,674          $ 16,847
                                                     ========          ========          ========          ========
</TABLE>

C. INCOME TAXES

         The Company has a federal net operating loss carryforward of
approximately $9.9 million and a state net operating loss carryforward of
approximately $17.7 million. The amount of Mayor's division NOL included in the
$9.9 million is approximately $2.9 million, of which, due to Section 385
limitations, the Company can utilize each year approximately $1.5 million. The
federal net operating loss carryforward expires beginning in 2010 through 2020
and the state net operating loss carryforward expires beginning in 2009 through
2020. The Company also has an alternative minimum tax credit carryforward of
approximately $1.8 million to offset future federal income taxes. The valuation
allowance has been recorded to offset the net deferred tax asset, which is
included in the Other Current Assets in the accompanying Consolidated Balance
Sheets, to the amount that the Company believes, after evaluating the currently
available evidence, will more likely than not be realized.

         The Mayor's division's1994, 1995 and 1996 federal income tax returns
are currently under examination by the IRS. The impact of the IRS examination on
the Company's financial condition, results of operation, and cash flow cannot be
ascertained at this time.

D. LEGAL PROCEEDINGS

         The Company is involved in litigation arising from the normal course of
business. In these pending matters, the Company believes the facts and the law
support its positions and these matters should not materially affect the
Company's financial position; however, there can be no assurance as to the final
result of these legal matters.




                                       8
<PAGE>   9

E. SUPPLEMENTAL INFORMATION OF NONCASH ACTIVITIES

         The Statement of Cash Flows for the twenty-six weeks ended August 4,
2001 does not include a capital lease obligation entered into by the Company of
$54,000.

F. CLASSIFICATION OF DEBT

         As of August 4, 2001, the Company had $62.7 million outstanding under
its working capital facility. Availability under this facility is determined
based upon a percentage formula applied to inventory and accounts receivable.
Based upon this formula, the maximum of $80 million was available to the Company
at August 4, 2001. As a result of the operating performance for the thirteen and
twenty-six weeks ended August 4, 2001, the Company failed to comply with certain
financial covenants of its Loan Agreement. Accordingly, the Company has amended
its Loan Agreement to waive all financial covenants for the second quarter as
well as the remainder of Fiscal 2001. As consideration for this amendment, the
Company has agreed to increase the interest margin to LIBOR plus 4.00% or the
bank's adjusted rate plus 2.75%. Further, the Company has agreed to certain
restrictions regarding borrowing availability. In addition, the Company pays a
commitment fee of .25% of the unused line balance as well as 2.5% of the
aggregate outstanding letter of credit liability. The agreement currently
contains financial covenants which limit capital expenditure, incurrence of
additional debt, and prohibit payment of dividends.

G. RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." SFAS No. 141 requires business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting. SFAS
No. 142 broadens the criteria for recording intangible assets separate from
goodwill. Recorded goodwill and intangibles will be evaluated against new
criteria and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles and is effective immediately for all such assets acquired after June
30, 2001. Under a nonamortization approach, goodwill and intangibles with
indefinite lives will not be amortized into results of operations, but instead
would be reviewed at least annually for impairment and written down and charged
to results of operations only in the periods in which the recorded value of
goodwill and certain intangibles is more than its fair value. The provisions of
SFAS No. 142, which apply to goodwill and intangible assets, acquired prior to
June 30, 2001 will be adopted by the Company on February 3, 2002. We expect the
adoption of these accounting standards will result in certain of our intangibles
being subsumed into goodwill and will have the impact of reducing our
amortization of goodwill and intangibles commencing February 3, 2002; however,
impairment reviews may result in future periodic write-downs.




                                       9
<PAGE>   10
ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

         The discussion and analysis below contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those anticipated in any
forward-looking statements as a result of certain factors set forth below and
elsewhere in this report and in the Company's annual report on Form 10-K for the
year ended February 3, 2001 and other reports filed with the Securities and
Exchange Commission.

         The Company currently operates 38 Mayor's luxury jewelry stores in
South and Central Florida, metropolitan Atlanta, Georgia, Chicago, Illinois,
metropolitan Washington D.C., Las Vegas, Nevada, Troy, Michigan, Dallas, Texas,
and Newport Beach and Sacramento, California. The Company intends to attain
profitability through the expansion of the Mayor's chain as well as reducing
costs in the Company's infrastructure. The Company has implemented a focused
merchandising, marketing and real estate strategy that will serve to solidify
Mayor's position as a growing premier luxury jeweler. The Company has also begun
to reorganize its cost structure as well as its per store inventory investment
to maximize its long-term profitability.

         The Company is continuing to review ongoing strategies to increase
revenues and achieve expense savings in the Mayor's business. These include
efforts to reduce and better balance inventory levels, to reduce the amount of
discontinued inventory in stock and replace it with current merchandise, and to
increase inventory turns. Also, the Company is continuing its ongoing initiative
to improve gross profit margins through sales and purchasing efficiencies and
through merchandise management strategies that improve initial markup and
inventory management.

         The Company's net sales for the thirteen and twenty-six weeks ended
August 4, 2001 were $35.2 million and $71.4 million, respectively, compared to
$40.0 million and $75.2 million, respectively, for the thirteen and twenty-six
weeks ended July 29, 2000. The decrease in revenues for the thirteen and
twenty-six weeks ended August 4, 2001 is due to the slowing U.S. economy.
Comparable store sales decreased 19.6% and 14.0% for the thirteen and twenty-six
weeks ended August 4, 2001, respectively. The current retail environment is
expected to negatively impact sales performance for at least the remainder of
Fiscal 2001.

         The Company is seeking to expand its Mayor's chain into a national
luxury jeweler by continuing to open new stores outside of Mayor's current
geographical marketplace subject to economic trends and Company operating
results. The retail jewelry market is particularly subject to the level of
consumer discretionary income and the subsequent impact on the type and value of
goods purchased. With the consolidation of the retail industry, the Company
believes that competition both within the luxury goods retail industry and with
other competing general and specialty retailers and discounters will continue to
increase. The superior watch brands business comprise a significant portion of
the Mayor's business, which is a result of the Company's ability to effectively
market high-end watches. The Company's future sales results in those stores
outside its traditional markets in Florida and Georgia could be adversely
impacted because significant current watch vendor distribution agreements do not
permit the Company to market their products in these new locations. As the
Company supplies merchandise for the new stores, the Company's merchants are
able to freshen the assortment of inventory in all stores that should, in turn,
lead to improved sales and margins.

         Gross profit was 37.4% and 39.3% for the thirteen and twenty-six weeks
ended August 4, 2001, respectively, compared to 43.1% and 42.1% for the thirteen
and twenty-six weeks ended July 29, 2000, respectively. The decrease in gross
profit for the thirteen and twenty-six weeks ended August 4, 2001 is mainly
attributable to the liquidation of aged and underperforming inventories during
the period. The Company anticipates this liquidation of inventory activity will
continue throughout the remainder of Fiscal 2001 and Fiscal 2002 as the Company
seeks to maximize the performance of its inventory investment. Apart from these
inventory initiatives, the Company believes there is opportunity to increase
gross profit in the future years through sales and purchasing efficiencies and
merchandise management initiatives that improve initial markup and inventory
management. Areas for gross margin improvement include strategies to purchase
merchandise at a lower cost and to gear the mix of sales towards higher margin
jewelry items.

         Store operating and selling expenses were $11.3 million or 32.1% of net
sales and $22.7 million or 31.7% of net sales for the thirteen and twenty-six
weeks ended August 4, 2001, respectively, compared to $10.0 million or 25.0% of
net sales and $19.5 million or 26.0% of net sales for the thirteen and
twenty-six weeks ended July 29, 2000, respectively. The increase in store
operating and selling expenses for the thirteen and twenty-six weeks ended
August 4, 2001 is mainly attributable to expenses related to the new stores,
such as store payroll and rent. Store operating and selling expenses for
existing stores decreased by $.9 million and $1.8 million for the thirteen and
twenty-six weeks ended August 4, 2001, respectively. The Company does not
believe there is significant opportunity to reduce these expenses. The Company
believes it has a very well executed front end in its Mayor's stores which
includes highly professional,




                                       10
<PAGE>   11

trained associates. Also, the Company believes that the elegance of the Mayor's
stores helps set the business apart from other jewelers and adds to the
experience of shopping in a Mayor's store.

         General and administrative expenses were $4.5 million or 12.7% of net
sales and $9.1 million or 12.8% of net sales for the thirteen and twenty-six
weeks ended August 4, 2001, respectively, compared to $4.0 million or 10.0% of
net sales and $8.1 million or 10.8% of net sales for the thirteen and twenty-six
weeks ended July 29, 2000, respectively. The increase in general and
administrative expenses for the thirteen and twenty-six weeks ended August 4,
2001 is due to higher overhead costs, primarily as a result of increased benefit
costs, as well as expenses related to the implementation of the operating
process assessment. During the thirteen weeks ended May 5, 2001, the Company
began a cost restructuring and operating processes assessment project in order
to properly size the corporate infrastructure to the current business
requirements. The Company began the implementation of these restructuring
initiatives in the second quarter of Fiscal 2001 and expects them to continue
throughout the year. Accordingly, no material benefits of these cost reductions
are anticipated to be realized until the second six months of Fiscal 2001.
Management believes that it can achieve long-term general and administrative
savings when this cost restructuring initiative is fully implemented.

         Advertising and marketing expenses were $2.0 million and $3.6 million
for the thirteen and twenty-six weeks ended August 4, 2001, respectively,
compared to $1.7 million and $3.5 million for the thirteen and twenty-six weeks
ended July 29, 2000, respectively. The increase in advertising and marketing
expenses are primarily attributable to payments for direct mail watch and bridal
catalogs, net of payments to develop a new brand identity last year.

         Other charges for the thirteen and twenty-six weeks ended August 4,
2001 were $.2 million and $1.7 million, respectively. These charges include
professional fees and severance related to the aforementioned cost restructuring
and operating processes assessment project, as well as costs incurred as part of
the strategic alternative review process with investment bankers and
non-recurring legal fees associated with shareholder related matters.

         Depreciation and amortization expenses were $2.5 million and $4.9
million for the thirteen and twenty-six weeks ended August 4, 2001,
respectively, compared to $1.9 million and $3.7 million for the thirteen and
twenty-six weeks ended July 29, 2000, respectively. The increase in depreciation
and amortization expenses for the thirteen and twenty-six weeks ended August 4,
2001 is a result of the capital expenditures associated with the construction of
new and remodeled stores.

         Interest and other income was $27,000 for the twenty-six weeks ended
August 4, 2001 compared to $11,000 and $47,000 for the thirteen and twenty-six
weeks ended July 29, 2000, respectively. Interest expense related to the
Company's working capital facility was $.9 million and $1.7 million for the
thirteen and twenty-six weeks ended August 4, 2001, respectively, compared to
$.7 million and $1.2 million for the thirteen and twenty-six weeks ended July
29, 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         As of August 4, 2001, cash and cash equivalents totaled $2.3 million
and the Company had $62.7 million outstanding under its working capital
facility. Availability under this facility is determined based upon a percentage
formula applied to inventory and accounts receivable. Based upon this formula,
the maximum of $80 million was available to the Company at August 4, 2001. As a
result of the operating performance for the thirteen and twenty-six weeks ended
August 4, 2001, the Company failed to comply with certain financial covenants of
its Loan Agreement. Accordingly, the Company has amended its Loan Agreement to
waive all financial covenants for the second quarter as well as the remainder of
Fiscal 2001. As consideration for this amendment, the Company has agreed to
increase the interest margin to LIBOR plus 4.00% or the bank's adjusted rate
plus 2.75%. Further, the Company has agreed to certain restrictions regarding
borrowing availability. In addition, the Company pays a commitment fee of .25%
of the unused line balance as well as 2.5% of the aggregate outstanding letter
of credit liability. The agreement currently contains financial covenants which
limit capital expenditure, incurrence of additional debt, and prohibit payment
of dividends. The Company and its bank have agreed to restructure the Loan
Agreement during the first quarter of Fiscal 2002.

         During the twenty-six weeks ended August 4, 2001, net cash used in
operating activities was $13.0 million compared to $.6 million during the
twenty-six weeks ended July 29, 2000. The increase in net cash used in operating
activities is primarily related to the cessation of cash inflow from
discontinued operations. Net cash provided by financing activities was $20.1
million during the twenty-six weeks ended August 4, 2001 compared to $6.7
million during the twenty-six weeks ended July 29, 2000. The increase in net
cash provided by financing activities is primarily related to higher net
borrowings under the line of credit, as well as cash paid to former Mayor's
shareholders last year. The Company's business is highly seasonal. Consequently,
seasonal working capital needs peak in October and November, before the holiday
shopping season.




                                       11
<PAGE>   12

         Net cash used in investing activities was $6.1 million during the
twenty-six weeks ended August 4, 2001 compared to $7.1 million during the
twenty-six weeks ended July 29, 2000. Net cash used in investing activities is
primarily related to capital expenditures associated with new and remodeled
Mayor's locations. The Company has opened four new stores and plans to open an
additional three Mayor's stores during the remainder of 2001. Subject to the
availability of desirable real estate locations, the Company plans to open
approximately four to seven new stores per year thereafter. Management estimates
that the Company's cash requirements will be approximately $4.2 million for each
new store, with approximately $1.2 million (after consideration of lease
concessions from landlords) related to leasehold improvements, fixtures, point
of sale terminals and other equipment in the stores, and approximately $3
million related to incremental accounts receivable and inventory investment, net
of incremental accounts payable. The Company also estimates it will make back
office capital expenditures of approximately $1.5 million during Fiscal 2001,
primarily for operating software upgrades, as well as other management
information system enhancements.

         On April 16, 1999 the Company's Board of Directors authorized the
expenditure of up to $15 million to repurchase the Company's common stock over a
period of one year. On October 29, 1999, the authorized amount to repurchase was
increased by an additional $5 million, which was subsequently increased on
February 25, 2000 another $10 million to a total of $30 million. The acquired
shares will be held in treasury or canceled. As of August 4, 2001, the Company
had repurchased 9,983,954 shares at a cost of $29.4 million, all held in
treasury.

         The Company believes that its cash on hand, projected cash from
operations and availability under the current working capital facility will be
sufficient to meet its anticipated working capital and capital expenditure needs
for the remainder of Fiscal 2001; however, in light of current economic trends
there can be no assurance that the Company's future operating results will be
sufficient to sustain all future debt service and working capital needs.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

INTEREST RATE RISKS

         The disclosure in the Annual Report on Form 10-K filed April 27, 2001
is incorporated by reference herein. The Company does not believe that the risk
related to interest rate changes is materially different than it was at the date
of the referenced report.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

         This report and other written reports and releases and oral statements
made from time to time by the Company contain forward-looking statements which
can be identified by their use of words like "plans," "expects," "believes,"
"will," "anticipates," "intends," "projects," "estimates," "could," "would,"
"may," "planned," "goal," and other words of similar meaning. All statements
that address expectations, possibilities or projections about the future,
including without limitation statements about the Company's strategy for growth,
expansion plans, sources or adequacy of capital, expenditures and financial
results are forward-looking statements.

         One must carefully consider such statements and understand that many
factors could cause actual results to differ from the forward-looking
statements, such as inaccurate assumptions and other risks and uncertainties,
some known and some unknown. No forward-looking statement is guaranteed and
actual results may vary materially. Such statements are made as of date
provided, and the Company assumes no obligation to update any forward-looking
statements to reflect future developments or circumstances.

         One should carefully evaluate such statements by referring to the
factors described in the Company's filings with the SEC, especially on Form's
10-K, 10-Q and 8-K. Particular review is to be made of Items 1, 2, 3 and 7 of
the Form 10-K and Item 2 of the Form's 10-Q where the Company discusses in more
detail various important risks and uncertainties that could cause actual results
to differ from expected or historical results. The Company notes these factors
for investors as permitted by the Private Securities Litigation Act of 1995.
Since it is not possible to predict or identify all such factors, the identified
items are not a complete statement of all risks or uncertainties. In addition to
the factors previously discussed or referenced in this report, the following are
some of the other important factors that could cause results to vary.

         The Company operates today primarily through mall based Mayor's stores.
Management continuously considers other growth opportunities including
acquisitions of businesses similar or complementary to that of the Company,
which could require a significant investment of funds and management attention
by the Company. Any such growth opportunities will be subject to all of the
risks inherent in the integration of, or establishment of a new product or
service offering, including competition, lack of sufficient customer demand,
unavailability of experienced management, unforeseen complications, delays and
cost increases and integration difficulties. The Company may incur costs in
connection with pursuing new growth opportunities that it cannot recover, and
the Company may be required to expense certain of these costs, which may
negatively impact the Company's reported operating performance for the periods
during which such costs are incurred.

         The Company has opened four new stores and plans to open three
additional new Mayor's stores in 2001. The Company considers its Mayor's
expansion program to be an integral part of its future plans. However, there can
be no assurance that the Company will be able to find favorable store locations,
negotiate favorable leases, hire and train new store and account managers, and
integrate the new stores in a manner that will allow the Company to meet its
expansion program. Conditions outside the Company's control, such as adverse
weather conditions affecting construction schedules, unavailability of
materials, labor disputes and similar issues also could impact anticipated store
openings. Also, certain name brand products, such as new Rolex watches,
currently will not be sold in new locations outside of Florida and Georgia. The
failure to expand by opening new stores as planned could have a material adverse
effect on the Company's future sales growth, profitability and operating
results.

         All but four of the Mayor's stores are located in major regional malls.
The success of the Company's operations depends to a certain extent on the
ability of mall anchor tenants and other attractions to generate customer
traffic in the vicinity of the Mayor's stores. The loss of mall anchor tenants
in the regional malls where the Mayor's stores are located, the opening of
competing regional malls or other economic downturns affecting customer mall
traffic could have an adverse effect on the Company's net sales and
profitability.




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<PAGE>   14
                           PART II: OTHER INFORMATION

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

         The Annual Meeting of Shareholders was held May 23, 2001. The
shareholders of the Company elected as directors Thomas Epstein, David Boudreau
and Margaret Gillian to serve terms expiring in 2004. The election of directors
by the shareholders was by the following votes:

            Director                      For                  Withheld
        ----------------               ---------               --------

        Thomas Epstein                 17,745,047               495,484
        David Boudreau                 17,744,467               496,164
        Margaret Gillian               17,744,206               496,525


         In addition to the above persons, the following are directors whose
term of office continued after the Annual Meeting: Isaac Arguetty, Gregg Bedol,
Peter Offermann, Marc Weinstein, and Robert Robison.

         The shareholders ratified Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending February 2, 2002 by a vote
of 18,181,884 shares in favor, 49,528 shares against and 9,119 shares
abstaining.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following list of schedules and exhibits are incorporated by
         reference as indicated in this Form 10-Q:

         10.1  Fourth Amendment to Loan and Security Agreement dated
               September 14, 2001

(b)      Reports on Form 8-K:

         None.




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<PAGE>   15


                                   SIGNATURES

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

                                     MAYOR'S JEWELERS, INC.
                                     ----------------------
                                     (Registrant)



                                     By: /s/ DAVID P. BOUDREAU
                                         ---------------------------------------
                                         Chief Finanial Officer and Senior
                                         Vice President of Finance & Treasurer

Date:  September 18, 2001












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