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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q

(Mark one)

|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------------

For the Thirteen Weeks Ended September 27, 2003

OR

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|[ ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission File Number 1-9647

MAYORS JEWELERS, INC.

(Exact Name of Registrant as Specified in Its Charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |  | 59-2290953
(I.R.S. Employer
Identification No.)

|                                                                                                 
|-------------------------------------------------------------------------------------------------
|14051 N.W. 14th Street
Sunrise, Florida 33323
(Address of Principal Executive Offices) (Zip Code)

(954) 846-8000
(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  o


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)

Yes  o  No  x


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

19,608,310 SHARES ($.0001 PAR VALUE)
AS OF NOVEMBER 6, 2003*
*36,961,307 shares giving effect to the exercise of warrants on November 6, 2003 (see page 9)



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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                          |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------- |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION                    
|                                                  | Item 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS                                          
|                                                  |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                   
|                                                  |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS         
|                                                  |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS         
|                                                  |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS         
|                                                  |                                                                                               | NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|                                                  | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                  | Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                          
|                                                  | Item 4. CONTROLS AND PROCEDURES.                                                             
|PART II: OTHER INFORMATION                       
|                                                  | Item 1. Legal Proceedings                                                                    
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                       
|EX-31.1 CEO Certification Pursuant to Section 302
|EX-31.2 CFO Certification Pursuant to Section 302
|EX-32.1 CEO Certification Pursuant to Section 906
|EX-32.2 CFO Certification Pursuant to Section 906



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##### Table of Contents



MAYORS JEWELERS, INC.

FORM 10-Q

FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 27, 2003

TABLE OF CONTENTS

|                              |            |                                                                                                                                                    |                                                                                       |  |      |       |          |  | 
|----------------------------- | ---------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- |  | ---- | ----- | -------- |  | 
|                              |            |                                                                                                                                                    |                                                                                       |  |      |       | Page No.
|                              |            |                                                                                                                                                    |                                                                                       |  |      |       |         
|PART I: FINANCIAL INFORMATION
|                              | Item 1.    |                                                                                                                                                    | Consolidated Condensed Financial Statements -
Unaudited                               |  |      |       |         
|                              |            | Consolidated Condensed Balance Sheets as of September
27, 2003 and March 29, 2003                                                                  |                                                                                       |  | 3    |      
|                              |            | Consolidated Condensed Statements of Operations for
the thirteen weeks ended September 27, 2003 and October 5,
2002                                |                                                                                       |  | 4    |      
|                              |            | Consolidated Condensed Statements of Operations for
the twenty-six weeks ended September 27, 2003 and the twenty-seven
weeks ended October 5, 2002 |                                                                                       |  | 5    |      
|                              |            | Consolidated Condensed Statements of Cash Flows for
the twenty-six weeks ended September 27, 2003 and the twenty-seven
weeks ended October 5, 2002 |                                                                                       |  | 6    |      
|                              |            | Notes to Consolidated Condensed Financial Statements                                                                                               |                                                                                       |  | 7-10 |      
|                              | Item 2.    |                                                                                                                                                    | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |      | 11-14 |         
|                              | Item 3.    |                                                                                                                                                    | Quantitative and Qualitative Disclosures About Market Risks                           |  |      | 14    |         
|                              | Item 4.    |                                                                                                                                                    | Controls and Procedures                                                               |  |      | 14    |         
|PART II: OTHER INFORMATION   
|                              | Item 1.    |                                                                                                                                                    | Legal Proceedings                                                                     |  |      | 15    |         
|                              | Item 4.    |                                                                                                                                                    | Submission of Matters to a Vote of Security Holders                                   |  |      | 15    |         
|                              | Item 6.    |                                                                                                                                                    | Exhibits and Reports on Form 8-K                                                      |  |      | 15-16 |         
|                              | Signatures | 17                                                                                                                                                 |                                                                                      

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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)

|                                                                                                                                          |  |                             |                                      |        |         |               |          |           |         |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------------------------------------ | ------ | ------- | ------------- | -------- | --------- | ------- |  |  | 
|                                                                                                                                          |  |                             |                                      |        |         | September 27, |          | March 29,
|                                                                                                                                          |  |                             |                                      |        |         | 2003          |          | 2003     
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  |                             |                                      | ASSETS |         |               |          |           |         |  |  | 
|Current Assets:                                                                                                                           |  |                             |                                      |        |         |               |          |          
|Cash and cash equivalents                                                                                                                 |  | $                           | 1,076                                |        |         | $             | 1,058    |          
|Accounts receivable (net of allowance for doubtful accounts of $1,115
and $1,263, respectively)                                           |  |                             | 5,314                                |        |         |               | 5,777    |          
|Inventories                                                                                                                               |  |                             | 87,386                               |        |         |               | 76,753   |          
|Other current assets                                                                                                                      |  |                             | 1,754                                |        |         |               | 2,987    |          
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total current assets        |                                      |        | 95,530  |               |          |           | 86,575  | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|Property, net                                                                                                                             |  |                             | 14,704                               |        |         |               | 15,872   |          
|Other assets                                                                                                                              |  |                             | 864                                  |        |         |               | 736      |          
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total non-current assets    |                                      |        | 15,568  |               |          |           | 16,608  | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total assets                |                                      | $      | 111,098 |               |          | $         | 103,183 | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  |                             | LIABILITIES AND STOCKHOLDERS EQUITY |        |         |               |          |           |         |  | 
|Current Liabilities:                                                                                                                      |  |                             |                                      |        |         |               |          |          
|Accounts payable                                                                                                                          |  | $                           | 19,721                               |        |         | $             | 13,798   |          
|Accrued expenses                                                                                                                          |  |                             | 9,256                                |        |         |               | 7,434    |          
|Liabilities of discontinued operations                                                                                                    |  |                             |                                     |        |         |               | 527      |          
|Credit facility                                                                                                                           |  |                             | 32,183                               |        |         |               | 23,283   |          
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total current liabilities   |                                      |        | 61,160  |               |          |           | 45,042  | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|Term loan                                                                                                                                 |  |                             | 12,668                               |        |         |               | 12,668   |          
|Other long term liabilities                                                                                                               |  |                             | 3,031                                |        |         |               | 3,046    |          
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total long term liabilities |                                      |        | 15,699  |               |          |           | 15,714  | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|Stockholders Equity:                                                                                                                     |  |                             |                                      |        |         |               |          |          
|Series A convertible preferred stock, $.001 par value, 15,050 shares
authorized, issued and outstanding; liquidation value of $15,050,000 |  |                             |                                     |        |         |               |         |          
|Common stock, $.0001 par value, 50,000,000 shares authorized,
29,592,264 shares issued                                                    |  |                             | 3                                    |        |         |               | 3        |          
|Additional paid-in capital                                                                                                                |  |                             | 208,102                              |        |         |               | 208,102  |          
|Accumulated deficit                                                                                                                       |  |                             | (144,466                             | )      |         |               | (136,278 | )        
|Less: 9,983,954 shares of treasury stock, at cost                                                                                         |  |                             | (29,400                              | )      |         |               | (29,400  | )        
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|                                                                                                                                          |  | Total stockholders equity  |                                      |        | 34,239  |               |          |           | 42,427  | 
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          
|Total liabilities and stockholders equity                                                                                                |  | $                           | 111,098                              |        |         | $             | 103,183  |          
|                                                                                                                                          |  |                             |                                      |        |         |               |          |          

See notes to consolidated condensed financial statements.

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

|                                                       |                                              |   |                    |        |                 |   |            |         |  
|------------------------------------------------------ | -------------------------------------------- | - | ------------------ | ------ | --------------- | - | ---------- | ------- | -
|                                                       |                                              |   | Thirteen           |        | Thirteen       
|                                                       |                                              |   | Weeks Ended        |        | Weeks Ended    
|                                                       |                                              |   | September 27, 2003 |        | October 5, 2002
|                                                       |                                              |   |                    |        |                
|Net sales                                              |                                              | $ | 23,834             |        |                 | $ | 25,752     |        
|Cost of sales                                          |                                              |   | 14,333             |        |                 |   | 18,876     |        
|                                                       |                                              |   |                    |        |                 |   |            |        
|Gross profit                                           |                                              |   | 9,501              |        |                 |   | 6,876      |        
|                                                       |                                              |   |                    |        |                 |   |            |        
|Selling, general and administrative expenses           |                                              |   | 11,899             |        |                 |   | 15,045     |        
|Other charges                                          |                                              |   |                   |        |                 |   | 742        |        
|Depreciation and amortization                          |                                              |   | 861                |        |                 |   | 1,216      |        
|                                                       |                                              |   |                    |        |                 |   |            |        
|                                                       |                                              |   | 12,760             |        |                 |   | 17,003     |        
|                                                       |                                              |   |                    |        |                 |   |            |        
|Operating loss                                         |                                              |   | (3,259             | )      |                 |   | (10,127    | )      
|Interest and other income                              |                                              |   | 4                  |        |                 |   |           |        
|Interest and other financial costs                     |                                              |   | (1,145             | )      |                 |   | (3,272     | )      
|                                                       |                                              |   |                    |        |                 |   |            |        
|Loss before income taxes                               |                                              |   | (4,400             | )      |                 |   | (13,399    | )      
|Income taxes                                           |                                              |   |                   |        |                 |   | 470        |        
|                                                       |                                              |   |                    |        |                 |   |            |        
|Loss from continuing operations                        |                                              |   | (4,400             | )      |                 |   | (13,869    | )      
|Loss from discontinued operations                      |                                              |   |                   |        |                 |   | (136       | )      
|                                                       |                                              |   |                    |        |                 |   |            |        
|Net loss                                               |                                              |   | (4,400             | )      |                 |   | (14,005    | )      
|Preferred stock cumulative dividend                    |                                              |   | (357               | )      |                 |   | (119       | )      
|                                                       |                                              |   |                    |        |                 |   |            |        
|                                                       | Net loss attributable to common stockholders |   | $                  | (4,757 | )               |   | $          | (14,124 | )
|                                                       |                                              |   |                    |        |                 |   |            |        
|Weighted average shares outstanding, basic and diluted |                                              |   | 19,608,310         |        |                 |   | 19,569,858 |        
|Loss per share, basic and diluted:                     |                                              |   |                    |        |                 |   |            |        
|Continuing operations                                  |                                              | $ | (0.24              | )      |                 | $ | (0.71      | )      
|Discontinued operations                                |                                              |   |                   |        |                 |   | (0.01      | )      
|                                                       |                                              |   |                    |        |                 |   |            |        
|                                                       |                                              | $ | (0.24              | )      |                 | $ | (0.72      | )      
|                                                       |                                              |   |                    |        |                 |   |            |        

See notes to consolidated condensed financial statements.

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

|                                                       |  |                    |            |                 |  |   |            |  
|------------------------------------------------------ |  | ------------------ | ---------- | --------------- |  | - | ---------- | -
|                                                       |  | Twenty-Six         |            | Twenty-Seven   
|                                                       |  | Weeks Ended        |            | Weeks Ended    
|                                                       |  | September 27, 2003 |            | October 5, 2002
|                                                       |  |                    |            |                
|Net sales                                              |  | $                  | 48,339     |                 |  | $ | 54,820     |  
|Cost of sales                                          |  |                    | 28,934     |                 |  |   | 38,364     |  
|                                                       |  |                    |            |                 |  |   |            |  
|Gross profit                                           |  |                    | 19,405     |                 |  |   | 16,456     |  
|                                                       |  |                    |            |                 |  |   |            |  
|Selling, general and administrative expenses           |  |                    | 23,672     |                 |  |   | 29,897     |  
|Other charges                                          |  |                    |           |                 |  |   | 2,976      |  
|Depreciation and amortization                          |  |                    | 1,712      |                 |  |   | 2,796      |  
|                                                       |  |                    |            |                 |  |   |            |  
|                                                       |  |                    | 25,384     |                 |  |   | 35,669     |  
|                                                       |  |                    |            |                 |  |   |            |  
|Operating loss                                         |  |                    | (5,979     | )               |  |   | (19,213    | )
|Interest and other income                              |  |                    | 64         |                 |  |   | 1,431      |  
|Interest and other financial costs                     |  |                    | (2,273     | )               |  |   | (4,939     | )
|                                                       |  |                    |            |                 |  |   |            |  
|Loss before income taxes                               |  |                    | (8,188     | )               |  |   | (22,721    | )
|Income taxes                                           |  |                    |           |                 |  |   | 470        |  
|                                                       |  |                    |            |                 |  |   |            |  
|Loss from continuing operations                        |  |                    | (8,188     | )               |  |   | (23,191    | )
|Loss from discontinued operations                      |  |                    |           |                 |  |   | (250       | )
|                                                       |  |                    |            |                 |  |   |            |  
|Net loss                                               |  |                    | (8,188     | )               |  |   | (23,441    | )
|Preferred stock cumulative dividend                    |  |                    | (715       | )               |  |   | (119       | )
|                                                       |  |                    |            |                 |  |   |            |  
|Net loss attributable to common stockholders           |  | $                  | (8,903     | )               |  | $ | (23,560    | )
|                                                       |  |                    |            |                 |  |   |            |  
|Weighted average shares outstanding, basic and diluted |  |                    | 19,608,310 |                 |  |   | 19,548,387 |  
|Loss per share, basic and diluted:                     |  |                    |            |                 |  |   |            |  
|Continuing operations                                  |  | $                  | (0.45      | )               |  | $ | (1.19      | )
|Discontinued operations                                |  |                    |           |                 |  |   | (0.01      | )
|                                                       |  |                    |            |                 |  |   |            |  
|                                                       |  | $                  | (0.45      | )               |  | $ | (1.20      | )
|                                                       |  |                    |            |                 |  |   |            |  

See notes to consolidated condensed financial statements.

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

|                                                                            |                                                                         |                       |        |                    |         |                 |         |          |        |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------- | --------------------- | ------ | ------------------ | ------- | --------------- | ------- | -------- | ------ | -
|                                                                            |                                                                         |                       |        | Twenty-Six         |         | Twenty-Seven   
|                                                                            |                                                                         |                       |        | Weeks Ended        |         | Weeks Ended    
|                                                                            |                                                                         |                       |        | September 27, 2003 |         | October 5, 2002
|                                                                            |                                                                         |                       |        |                    |         |                
|Cash flows from operating activities:                                       |                                                                         |                       |        |                    |         |                 |         |         
|Net loss                                                                    |                                                                         | $                     | (8,188 | )                  |         | $               | (23,441 | )       
|Deduct loss from discontinued operations                                    |                                                                         |                       |       |                    |         |                 | 250     |         
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Loss from continuing operations                                             |                                                                         |                       | (8,188 | )                  |         |                 | (23,191 | )       
|Adjustments to reconcile net loss to net cash used in operating
activities: |                                                                         |                       |        |                    |         |                 |         |         
|                                                                            | Depreciation and amortization                                           |                       |        | 1,712              |         |                 |         | 2,796    |       
|                                                                            | Amortization of debt costs                                              |                       |        | 172                |         |                 |         | 274      |       
|                                                                            | Amortization of construction allowance                                  |                       |        | (278               | )       |                 |         | (236     | )     
|                                                                            | Provision for doubtful accounts                                         |                       |        | 120                |         |                 |         | 2,075    |       
|                                                                            | Write-off of deferred financing costs                                   |                       |        |                   |         |                 |         | 2,055    |       
|                                                                            | (Increase) decrease in assets:                                          |                       |        |                    |         |                 |         |          |       
|                                                                            |                                                                         | Accounts receivable   |        |                    | 343     |                 |         |          | 3,569  |  
|                                                                            |                                                                         | Inventories           |        |                    | (10,633 | )               |         |          | 7,552  |  
|                                                                            |                                                                         | Other assets          |        |                    | 1,214   |                 |         |          | 1,426  |  
|                                                                            | Increase (decrease) in liabilities:                                     |                       |        |                    |         |                 |         |          |       
|                                                                            |                                                                         | Accounts payable      |        |                    | 5,922   |                 |         |          | 4,151  |  
|                                                                            |                                                                         | Accrued expenses      |        |                    | 1,822   |                 |         |          | 958    |  
|                                                                            |                                                                         | Accrued restructuring |        |                    |        |                 |         |          | (5,719 | )
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Net cash used in continuing operations                                      |                                                                         |                       | (7,794 | )                  |         |                 | (4,290  | )       
|Net cash used in discontinued operations                                    |                                                                         |                       | (527   | )                  |         |                 | (250    | )       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Net cash used in operating activities                                       |                                                                         |                       | (8,321 | )                  |         |                 | (4,540  | )       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Cash flows from investing activities:                                       |                                                                         |                       |        |                    |         |                 |         |         
|                                                                            | Capital expenditures                                                    |                       |        | (561               | )       |                 |         | (180     | )     
|                                                                            | Proceeds from sale of fixed assets                                      |                       |        | 17                 |         |                 |         | 4,592    |       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Net cash (used in) provided by investing activities                         |                                                                         |                       | (544   | )                  |         |                 | 4,412   |         
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Cash flows from financing activities:                                       |                                                                         |                       |        |                    |         |                 |         |         
|                                                                            | Proceeds from issuance of preferred convertible stock and warrants, net |                       |        |                   |         |                 |         | 14,537   |       
|                                                                            | Proceeds from sale of private label credit card receivable, net         |                       |        |                   |         |                 |         | 12,147   |       
|                                                                            | Proceeds from stock issuance from employee stock plans                  |                       |        |                   |         |                 |         | 13       |       
|                                                                            | Borrowings under line of credit                                         |                       |        | 62,780             |         |                 |         | 78,879   |       
|                                                                            | Line of credit repayments                                               |                       |        | (53,879            | )       |                 |         | (106,190 | )     
|                                                                            | Payment of commitment fee related to line of credit                     |                       |        | (281               | )       |                 |         | (2,118   | )     
|                                                                            | Other                                                                   |                       |        | 263                |         |                 |         | 346      |       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Net cash provided by (used in) financing activities                         |                                                                         |                       | 8,883  |                    |         |                 | (2,386  | )       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Net increase (decrease) in cash and cash equivalents                        |                                                                         |                       | 18     |                    |         |                 | (2,514  | )       
|Cash and cash equivalents at beginning of period                            |                                                                         |                       | 1,058  |                    |         |                 | 3,740   |         
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Cash and cash equivalents at end of period                                  |                                                                         | $                     | 1,076  |                    |         | $               | 1,226   |         
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Supplemental cash flow information:                                         |                                                                         |                       |        |                    |         |                 |         |         
|                                                                            | Interest paid                                                           |                       | $      | 2,189              |         |                 | $       | 2,884    |       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         
|Non-cash investing and financing activities:                                |                                                                         |                       |        |                    |         |                 |         |         
|                                                                            | Property acquired with debt                                             |                       | $      | 130                |         |                 | $       |         |       
|                                                                            |                                                                         |                       |        |                    |         |                 |         |         

See notes to consolidated condensed financial statements.

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MAYORS JEWELERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)



|A. |  | Nature of Business
|-- |  | ------------------

Mayors Jewelers, Inc. and its subsidiaries (the Company or Mayors)
consolidated condensed financial statements as of September 27, 2003 and March
29, 2003, and for the thirteen and twenty-six week periods ended September 27,
2003 and thirteen and twenty-seven week periods ended October 5, 2002 have not
been audited by certified public accountants, but in the opinion of the
management of the Company 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. In accordance with the rules
of the Securities and Exchange Commission, these condensed financial statements
do not contain all disclosures required by accounting principles generally
accepted in the United States of America. Results of the thirteen and
twenty-six week periods ended September 27, 2003 and thirteen and twenty-seven
week periods ended October 5, 2002 are not necessarily indicative of annual
results because of the seasonality of the Companys business. The information
included in this Form 10-Q should be read in conjunction with the financial
statements and notes thereto, together with Managements Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Companys Annual Report on Form 10-K for the year ended March 29, 2003.
Certain reclassifications were made to the prior periods condensed
consolidated balance sheet.

The Company is primarily engaged in the sale of fine jewelry, timepieces
and giftware. The Company operates 28 locations in South and Central Florida
and metropolitan Atlanta, Georgia.

Management believes that barring a significant external event that
materially adversely affects the Companys current business or the current
industry trends as a whole, the Companys borrowing capacity under the credit
facility, projected cash flows from operations and other short term borrowings
will be sufficient to support the Companys working capital needs, capital
expenditures and debt service for at least the next twelve months.



|B. |  | Newly Issued Accounting Standards
|-- |  | ---------------------------------

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 145, Rescission of
FASB Statement Nos. 4, 44, and 64, Amendment of SFAS No. 13, and Technical
Corrections, which amends certain existing authoritative pronouncements to
make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. Additionally, SFAS No. 145 provides
that gains and losses from debt extinguishment are not automatically shown as
an extraordinary item on a companys statement of operations. The provisions of
SFAS No. 145 are effective for fiscal years beginning after May 15, 2002. The
adoption of SFAS No. 145 did not have a material impact on the Companys
financial position or results of operations.

In March 2003, the FASBs Emerging Issues Task Force (EITF) finalized
Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Cash
Consideration Received from a Vendor. EITF 02-16 addresses the accounting
treatment for vendor allowances and provides that cash consideration received
from a vendor should be presumed to be a reduction of the prices of the
vendors product and should therefore be shown as a reduction in the purchase
price of the merchandise. Further, these allowances should be recognized as a
reduction in cost of sales when the related product is sold. To the extent that
the cash consideration represents a reimbursement of a specific, incremental
and identifiable cost, then those vendor allowances should be used to offset
such costs. Adoption of EITF 02-16 did not have a material impact on the
Companys financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. Generally, SFAS No. 149 is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after

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June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on
the Companys financial position or results of operations.



|C. |  | Accounting for Stock-Based Compensation
|-- |  | ---------------------------------------

The Company applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations in
accounting for its stock-based compensation plans. No stock-based compensation
cost has been recognized for such plans in the accompanying consolidated
condensed statements of operations. Had compensation cost for the Companys
stock-based compensation plans been determined using the fair value method
described in SFAS No. 123, Accounting for Stock-Based Compensation, as
amended by SFAS No. 148 Accounting for Stock-Based Compensation  Transition
and Disclosure,at the grant dates for awards granted during the thirteen and
twenty-six weeks ended September 27, 2003 and the thirteen and twenty-seven
weeks ended October 5, 2002 under these plans, the Companys net loss and loss
per share would have been increased to the proforma amounts presented below:

|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|--------------------------------------------- | ------------------------------ | ----------------------- | ------ | ------------------ | ------ | --------------- | ------- | - | ------- | -
|                                              |                                |                         |        | Thirteen           |        | Thirteen       
|                                              |                                |                         |        | Weeks Ended        |        | Weeks Ended    
|                                              |                                |                         |        | September 27, 2003 |        | October 5, 2002
|                                              |                                |                         |        |                    |        |                
|                                              |                                |                         |        | (In thousands)    
|Net loss attributable to common stockholders: |                                |                         |        |                    |        |                 |         |  
|                                              | As reported:                   |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (4,757 | )               |         | $ | (13,988 | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (136    | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (4,757 | )                  |        | $               | (14,124 | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              | Proforma:                      |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (5,086 | )               |         | $ | (14,420 | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (136    | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (5,086 | )                  |        | $               | (14,556 | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|Loss per share                                |                                |                         |        |                    |        |                 |         |  
|                                              | As reported basic and diluted: |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (0.24  | )               |         | $ | (0.71   | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (0.01   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (0.24  | )                  |        | $               | (0.72   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              | Proforma basic and diluted:    |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (0.26  | )               |         | $ | (0.73   | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (0.01   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (0.26  | )                  |        | $               | (0.74   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  

|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|--------------------------------------------- | ------------------------------ | ----------------------- | ------ | ------------------ | ------ | --------------- | ------- | - | ------- | -
|                                              |                                |                         |        | Twenty-Six         |        | Twenty-Seven   
|                                              |                                |                         |        | Weeks Ended        |        | Weeks Ended    
|                                              |                                |                         |        | September 27, 2003 |        | October 5, 2002
|                                              |                                |                         |        |                    |        |                
|                                              |                                |                         |        | (In thousands)    
|Net loss attributable to common stockholders: |                                |                         |        |                    |        |                 |         |  
|                                              | As reported:                   |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (8,903 | )               |         | $ | (23,310 | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (250    | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (8,903 | )                  |        | $               | (23,560 | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              | Proforma:                      |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (9,577 | )               |         | $ | (24,200 | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (250    | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (9,577 | )                  |        | $               | (24,450 | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|Loss per share                                |                                |                         |        |                    |        |                 |         |  
|                                              | As reported basic and diluted: |                         |        |                    |        |                 |         |   |        
|                                              |                                | Continuing operations   |        | $                  | (0.45  | )               |         | $ | (1.19   | )
|                                              |                                | Discontinued operations |        |                    |       |                 |         |   | (0.01   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  
|                                              |                                | $                       | (0.45  | )                  |        | $               | (1.20   | )
|                                              |                                |                         |        |                    |        |                 |         |   |         |  

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| |                             |                         |       |                    |       |                 |       |   |       |  
| | --------------------------- | ----------------------- | ----- | ------------------ | ----- | --------------- | ----- | - | ----- | -
| |                             |                         |       | Twenty-Six         |       | Twenty-Seven   
| |                             |                         |       | Weeks Ended        |       | Weeks Ended    
| |                             |                         |       | September 27, 2003 |       | October 5, 2002
| |                             |                         |       |                    |       |                
| |                             |                         |       | (In thousands)    
| | Proforma basic and diluted: |                         |       |                    |       |                 |       |   |      
| |                             | Continuing operations   |       | $                  | (0.49 | )               |       | $ | (1.24 | )
| |                             | Discontinued operations |       |                    |      |                 |       |   | (0.01 | )
| |                             |                         |       |                    |       |                 |       |   |       |  
| |                             | $                       | (0.49 | )                  |       | $               | (1.25 | )
| |                             |                         |       |                    |       |                 |       |   |       |  

The fair value of each option grant was estimated as of the date of grant
using the Black-Scholes option-pricing model with the following weighted
average assumptions used for grants during the thirteen and twenty-six weeks
ended September 27, 2003 and the thirteen and twenty-seven week periods ended
October 5, 2002: expected volatility of 96% and 81%, respectively, risk-free
interest rate of 3.09% and 2.80%, respectively, expected lives of approximately
five years and a dividend yield of zero for the periods presented. There were
40,000 options granted during the thirteen and twenty-six weeks ended September
27, 2003 and 2,230,000 options granted during the thirteen and twenty-seven
weeks ended October 5, 2002.



|D. |  | Discontinued Operations
|-- |  | -----------------------

The Company closed its store at Tysons Galleria in McLean, Virginia in
March 2003 in order to concentrate its merchandising and marketing efforts in
its core Florida and Georgia marketplace. In accordance with SFAS No. 144, the
closing of the store is classified as a discontinued operation and as a result,
the Statements of Operations for the thirteen and twenty-seven weeks periods
ended October 5, 2002 have been reclassified to reflect the store as a
discontinued operation. Sales related to this store for the thirteen and
twenty-seven week periods ended October 5, 2002 were $478,000 and $926,000,
respectively. The net loss related to this store for the thirteen and
twenty-seven week periods ended October 5, 2002 were $136,000 and $250,000,
respectively.



|E. |  | Other Charges
|-- |  | -------------

Other charges for the thirteen and twenty-seven weeks ended October 5,
2002 consist of one time charges for professional fees related to the
liquidation of inventory in stores that were being closed as part of a
restructuring plan, charges related to the sale of certain of the Companys
accounts receivable portfolio and severance costs related to the departure of a
former Chief Executive Officer.



|F. |  | Inventories
|-- |  | -----------

Inventories are summarized as follows:

|               |  |                              |        |                |  |         |       |             |  |   |        |  |  |   |       | 
|-------------- |  | ---------------------------- | ------ | -------------- |  | ------- | ----- | ----------- |  | - | ------ |  |  | - | ----- | 
|               |  | (amounts shown in thousands)
|               |  | September 27, 2003           |        | March 29, 2003
|               |  |                              |        |               
|               |  | Company                      |        | Held on        |  | Company |       | Held on    
|               |  | Owned                        |        | Consignment    |  | Owned   |       | Consignment
|               |  |                              |        |                |  |         |       |            
|Raw materials  |  | $                            | 3,815  |                |  |         |       |             |  | $ | 1,138  |  |  |   |       | 
|Finished goods |  |                              | 83,571 |                |  | $       | 8,572 |             |  |   | 75,615 |  |  | $ | 6,172 | 
|               |  |                              |        |                |  |         |       |             |  |   |        |  |  |   |       | 
|               |  | $                            | 87,386 |                |  | $       | 8,572 |             |  | $ | 76,753 |  |  | $ | 6,172 | 
|               |  |                              |        |                |  |         |       |             |  |   |        |  |  |   |       | 



|G. |  | Related Party Transactions
|-- |  | --------------------------

On August 20, 2002, the Company closed on a $15.05 million gross equity
investment transaction with Henry Birks & Sons Inc. (Birks). The Company
incurred expenses related to the raising of the capital of approximately $1.5
million which has been netted against the proceeds in Stockholders Equity. As
consideration for the investment, Birks received 15,050 shares of Series A
Convertible Preferred Stock, a newly formed class of stock, that is convertible
into 50,166,667 shares of common stock. Upon conversion of the preferred shares
Birks will have approximately a 77.5% interest in Mayors, taking into
consideration the exercise of the warrants. The Series A Convertible Preferred
Stock have a liquidation value of $1,000 each. In connection with the
transaction, Birks also received warrants that were exercisable for 12,424,596
shares of common stock at $0.30 per share,
12,424,596 shares of common stock at $0.35 per share, 12,424,595 shares of
common stock at $0.40 per share.
Of the net
proceeds raised of $13.55 million, a fair value of $1.0 million has been
allocated to the warrants.
On November 6, 2003, Birks exercised 32,523,787 of the warrants,
on a cashless basis based on an average market price of $0.766, as defined in
the warrant agreements. The cashless feature of exercise results in the
issuance of 17,352,997 shares of common stock and the forfeiture of 15,170,790
warrants. Following the exercise of the warrants, there were 4,750,000 warrants outstanding
which were

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assigned to certain members of management of Birks.

The Series A Convertible Preferred Stock carry an annual dividend yield of
$1.4 million. As of September 27, 2003 there is $1.5 million of dividends
accumulated (of which $357,000 and $715,000 is for the thirteen and twenty-six
weeks ended September 27, 2003, respectively); however, no dividends have been
accrued due to the fact that they have not been declared by the Board of
Directors. The dividends shall remain unpaid until October 15, 2004;
thereafter, all dividends, including cumulative but unpaid, shall be payable
quarterly in arrears each January 15, April 15, July 15 and October 15 of each
year. The investment also provides Birks with the right to elect a percentage
of the total authorized Directors of the Company, rounded to the next highest
whole number, corresponding to the percentage of common stock that would be
held by Birks on the record date of such election if Birks had converted all of
the Series A Convertible Preferred then outstanding into common stock.
Currently, Birks has the right to elect seven of the nine members of the
Companys Board of Directors.

During the thirteen and twenty-six weeks ended September 27, 2003, Mayors
incurred approximately $40,000 and $57,000, respectively, of costs from Birks
related to advisory, management and corporate services given to Mayors
pursuant to a Management Expense Reimbursement Agreement which was net of
expenses charged to Birks from Mayors for similar services. Also, during the
thirteen and twenty-six weeks ended September 27, 2003, Mayors purchased
approximately $230,000 and $258,0000, respectively, of merchandise from Birks
pursuant to a Manufacturing and Sale Agreement. As of September 27, 2003, the
Company owed Birks $309,000 related to purchases of inventory, advisory,
management and corporate services and to reimburse Birks for expenses paid on
behalf of Mayors. Included in General and Administrative Expenses are
$390,000 of fees paid to Birks in during the thirteen and twenty-six weeks
ended October 5, 2002 for merchandising and other consulting services prior to
the equity investment transaction. Mayors also purchased $5,000 of merchandise
from Cristalleries Royales de Champagne, a company controlled by the majority
owners of Birks, during the thirteen and twenty-six weeks ended September 27,
2003.

Mayors Chief Executive Officer, Chief Financial Officer, Group
VP-Finance, Group VP-Marketing, Group VP-Creative Director, Group VP-Supply
Chain Operations and Group VP-Strategy and Business Integration and other
members of management serve in the same capacity for Birks. In addition,
Thomas A. Andruskevich, Mayors Chairman of the Board of Directors, President,
and Chief Executive Officer, and Filippo Recami, a Director of Mayors, serve
as Directors of Birks. Lorenzo Rossi di Montelera, a Director of Mayors,
serves as the Chairman of the Board of Directors of Birks.



|H. |  | Legal Proceedings
|-- |  | -----------------

The Company is from time to time involved in litigation incident to the
conduct of its 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.

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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 March 29, 2003 and other reports filed with the Securities and
Exchange Commission.

Mayors currently operates 28 luxury jewelry stores in Florida and
Georgia. During the twenty-seven week period ended October 5, 2002, the Company
operated between 29 and 40 stores located in its core market of Florida and
Georgia as well as stores in non-core areas of California, Texas, Michigan,
Illinois, Virginia and Arizona. The reduction in the number of stores was a
result of the execution of the restructuring plan during the last fiscal year
that included closing under-performing stores outside of the Companys core
market of Florida and Georgia. 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 stores and other economic downturns
affecting customer mall traffic could have an adverse effect on the Companys
net sales and profitability.

The retail jewelry business is seasonal in nature with a higher proportion
of sales and a significant portion of earnings generated during the third
fiscal quarter holiday selling season.

Thirteen and twenty-six weeks ended September 27, 2003 compared to the thirteen
and twenty-seven weeks ended October 5, 2002

The Companys net sales for the thirteen and twenty-six weeks ended
September 27, 2003 were $23.8 million and $48.3 million, respectively, compared
to $25.8 million and $54.8 million, respectively, for the thirteen and
twenty-seven weeks ended October 5, 2002. The decrease in revenues for the
thirteen and twenty-six weeks ended September 27, 2003 is primarily due to a
much smaller scale of operations in terms of number of stores in operation, a
net decrease of 12 stores in the current second fiscal quarter versus the
prior year second fiscal quarter. For the twenty-six weeks ended September 27,
2003 the decrease as compared to the prior year was a result of less stores in
operations as previously noted as well as one less week of sales included in
the first fiscal quarter of this year compared to the prior year fiscal
quarter.

Comparable store sales (sales in stores open in both thirteen and
twenty-six weeks periods), increased in the 2003 period 6.8% and 10.5%,
respectively, over the similar thirteen and twenty-six weeks period in 2002.
Comparable store sales increases, for stores open in both thirteen week
periods, were 16.6% for July and 28.2% for September; however, the increase for
the second quarter was 6.8% due to the impact of the large volume of
liquidation sales in August 2002 which did not reoccur this year.

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 luxury 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. If, for any reason, the Company is unable to sell
certain watches, it could have a material adverse effect on the Companys
business, financial condition and operating results. Please refer to Item 2
Forward Looking Statements.

Gross profit was 39.9% and 40.1% for the thirteen and twenty-six weeks
ended September 27, 2003, respectively, compared to 26.7% and 30.0% for the
thirteen and twenty-seven weeks ended October 5, 2002,
respectively. The increase in gross profit as a percentage of net sales for the
thirteen weeks ended September 27,

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2003 primarily resulted from the continued
successful execution of merchandising strategies in the current year, as
opposed to aggressive sales promotions in the thirteen weeks ended October 5,
2002, which was necessary for generating sufficient cash to sustain the
Companys operations prior to the Henry Birks & Sons Inc. equity infusion in
August 2002. For the twenty-six weeks ended September 27, 2003 versus the
twenty-seven weeks ended October 5, 2002, the gross profit increased, despite
the additional week of sales in 2002, due to the factors previously mentioned
as well as the impact of the liquidation of inventory in the closing of stores
in the prior year.

The Companys strategy is to continue to increase gross margin and gross
profit over the next several years. Areas for gross margin improvement include
strategies to reduce the cost of merchandise purchased through leveraging the
Companys purchasing power and increasing sales of exclusive and Mayors brand
merchandise, and to move the mix of sales towards higher margin jewelry items.
In addition, by leveraging the relationship with Birks and the new management
at Mayors, the Company expects to refine the allocation and management of
inventory in its stores, and as a result, other direct costs such as slow
moving inventory reserves are expected to decrease. However, there can be no
assurance that the Companys strategy to increase gross margin and gross profit
will be successful.

Selling, general and administrative expenses were $11.9 million or 49.9%
of net sales and $23.7 million or 49.0% of net sales for the thirteen and
twenty-six weeks ended September 27, 2003, respectively, compared to $15.0
million or 58.4% of net sales and $29.9 million or 54.5% of net sales for the
thirteen and twenty-seven weeks ended October 5, 2002, respectively. The
decrease in selling, general and administrative expenses for the thirteen and
twenty-six weeks ended September 27, 2003 is primarily a result of the
operation of 12 less stores in the current fiscal periods as compared to the
prior year fiscal periods, reduction of controllable expenses, as well as one
less week during the first quarter of this year. The decrease in selling,
general and administrative expenses as a percentage of sales is due to the
positive impact of the increase in comparable stores sales which were able to
better absorb the fixed costs compared to the prior year fiscal periods.

Other charges for the thirteen and twenty-seven weeks ended October 5,
2002 were $0.7 million and $3.0 million, respectively. These charges consist
of one time charges for professional fees related to the liquidation of
inventory in stores that were being closed as part of a restructuring plan,
charges related to the sale of certain of the Companys accounts receivable
portfolio and severance costs related to the departure of a former Chief
Executive Officer.

Depreciation and amortization expenses were $0.9 million and $1.7 million
for the thirteen and twenty-six weeks ended September 27, 2003, respectively,
compared to $1.2 million and $2.8 million for the thirteen and twenty-seven
weeks ended October 5, 2002, respectively. The decrease in depreciation and
amortization expenses for the thirteen and twenty-six weeks ended September 27,
2003 was primarily due to the lack of depreciation in the current fiscal
periods related to the disposal of fixed assets in the stores that were closed
in the previous year and the corporate headquarters, which was sold in July
2002, slightly offset by the addition of fixed assets for the Companys two new
stores and other fixed asset additions since the prior year fiscal period.

Interest and other income was $4,000 and $64,000 for the thirteen and
twenty-six weeks ended September 27, 2003, respectively, compared to $1.4
million for the twenty-seven weeks ended October 5, 2002, which included a
release of funds held in escrow resulting in a gain of $1.4 million in
connection with a settlement with former Mayors stockholders. Interest and
other financial costs were $1.1 million and $2.3 million for the thirteen and
twenty-six weeks ended September 27, 2003, respectively, and $3.3 million and
$4.9 million for the thirteen and twenty-seven weeks ended October 5, 2002,
respectively. The thirteen and twenty-seven weeks ended October 5, 2002
includes approximately $1.7 million and $2.1 million, respectively, related to
the write-off of deferred financing costs.

Income taxes expense was $470,000 for the thirteen and twenty-seven weeks
ended October 5, 2002 and resulted from the write-off of the balance of the
income taxes receivable for an inactive Israeli subsidiary.

FINANCIAL CONDITION

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Liquidity and Capital Resources

As of September 27, 2003, the Company had a $58 million working capital
credit facility with Fleet Retail Finance and GMAC and a $12.7 million junior
secured term loan with Back Bay Capital. Both of the debt facilities have a
maturity date of August 20, 2005 and are collateralized by substantially all of
the Companys assets. Availability under the working capital facility is
determined based upon a percentage formula applied to certain inventory and has
certain restrictions regarding borrowing availability. The interest rate under
the working capital facility is prime plus 1.5%, which was 5.50% as of
September 27, 2003. The working capital facility currently contains certain
financial covenants that limit capital expenditures. The junior secured term
loan currently bears an effective interest rate of 18.25% and is subject to
similar restrictions and covenants as the working capital facility as well as
certain prepayment penalities.

As of September 27, 2003, after accounting for the foregoing borrowing
restrictions, the Company had approximately $67.3 million of borrowing capacity
under its facility and term loan and, after netting the outstanding borrowings
of $44.9 million and letter of credit commitments of $600,000, the Company had
excess borrowing capacity of approximately $21.8 million.

During the twenty-six weeks ended September 27, 2003, cash flows from
continuing operating activities used $7.8 million in cash. Cash flows for
discontinued operations used $0.5 million in cash to settle final obligations
related to the closing of a store. The use of cash for operating activities was
primarily the result of the working capital needs to fund the operating net
loss for the twenty-six weeks ended September 27, 2003, the increase in
inventories to prepare for the upcoming holiday selling season, offset by the
increase in accounts payable and accrued expenses also primarily related to the
purchase of inventories. During the twenty-seven weeks ended October 5, 2002,
cash flows from continuing operating activities used $4.3 million in cash, a
result of the net loss for the period and the use of cash to satisfy
restructuring liabilities offset by the effect of non-cash expenses and the
decrease in assets as stores were closed.

Net cash used in investing activities was $0.5 million during the
twenty-six weeks ended September 27, 2003, primarily related to capital
expenditures for leasehold improvements for the corporate headquarters and
information systems. Net cash provided by investing activities was $4.4 million
during the twenty-seven weeks ended October 5, 2002 due to the sale of the
Companys corporate headquarters.

Net cash provided by financing activities was $8.9 million during the
twenty-six weeks ended September 27, 2003 and was primarily related to net
borrowings under the credit facility. Net cash used in financing activities
was $2.4 million during the twenty-seven weeks ended October 5, 2002 primarily
due to repayments on the line of credit and commitment fees paid for a line of
credit offset by proceeds from the issuance of preferred convertible stock and
warrants and proceeds from the sale of the Companys private label credit card
receivable.

Management believes that barring a significant external event that
materially adversely affects Mayors current business or the current industry
trends as a whole, Mayors borrowing capacity under the credit facility,
projected cash flows from operations and other short term borrowings will be
sufficient to support the Companys working capital needs, capital expenditures
and debt service for at least the next twelve months.

FORWARD-LOOKING STATEMENTS

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 strategies 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

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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 Securities and Exchange Commission,
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 Part I, 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and assumptions about future events and their impact
on amounts reported in the financial statements and related notes. Since future
events and their impact cannot be determined with certainty, the actual results
may differ from those estimates. These estimates and assumptions are evaluated
on an on-going basis and are based on historical experience and on various
factors that are believed to be reasonable.

The Company has identified certain critical accounting policies as noted
below.

Allowance for slow moving and obsolete inventory.The Company writes down
its inventory for estimated unmarketable inventory or obsolescence equal to the
difference between the cost of inventory and the estimated market value based
on assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.

Allowance for doubtful accounts. The Company maintains allowances for
doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of Mayors
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required.




Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risks

The Companys credit facility accrues interest at floating rates,
currently based upon prime plus 1.50%. The Company manages its borrowings under
this credit facility each day in order to minimize interest expense. The impact
on the Companys earnings per share of a one-percentage point interest rate
change on the outstanding balance as of September 27, 2003 would increase or
decrease earnings per share by approximately $.02 per share per annum.

The Company extends credit to its customers under its own revolving charge
plan with up to three-year payment terms. Finance charges, when applicable, are
generally currently assessed on customers balances at a rate of 1.5% per
month. Since the interest rate is fixed at the time of sale, market interest
rate changes would not impact the Companys finance charge income.




Item 4. CONTROLS AND PROCEDURES.

(a)  Evaluation of Disclosure Controls and Procedures:

As of the end of the period covered by this Quarterly Report, the Company
carried out an evaluation, under the supervision and with the participation of
its management, including its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure

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controls and procedures were effective as of the end of the period covered by
this Quarterly Report in timely alerting them to material information relating
to the Company (including the consolidated subsidiaries) required to be
included in reports the Company files or submits under the Exchange Act.

(b)  Changes in Internal Controls

There have not been any changes in the Companys internal control over
financial reporting during the period covered by this Report that have
materially affected or are reasonably likely to materially affect the Companys
internal control over financial reporting.




PART II: OTHER INFORMATION




Item 1. Legal Proceedings

The Company is from time to time involved in litigation incident to the
conduct of its business. There are no pending legal proceedings at this time
reportable pursuant to this Item 1. Although certain litigation of the Company
is routine and incidental, and such litigation can result in large monetary
awards for compensatory or punitive damages, the Company believes that no
litigation that is currently pending involving the Company will have a material
adverse effect on the Companys financial condition.




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

The Annual Meeting of Stockholders was held July 22, 2003. The
stockholders of the Company elected as directors Judith R. MacDonald and
Stephen M. Knopik to serve terms expiring in 2004 and 2005, respectively. The
election of directors by the shareholders was by the following votes:

|                    |  |     |            |          |  |  |        | 
|------------------- |  | --- | ---------- | -------- |  |  | ------ | 
|Director            |  | For |            | Withheld
|                    |  |     |            |         
|Judith R. MacDonald |  |     | 18,295,345 |          |  |  | 98,146 | 
|Stephen M. Knopik   |  |     | 18,295,345 |          |  |  | 98,146 | 

In addition to the above persons, the following are directors whose term
of office continued after the Annual Meeting: Thomas A. Andruskevich, Dr.
Lorenzo Rossi di Montelera, Filippo Recami, Elizabeth M. Eveillard, Emily
Berlin, Massimo Ferragamo and Ann Spector Lieff. There were no broker
non-votes with respect to this proposal.

The shareholders ratified Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending March 27, 2004 by a vote of 68,471,761
shares in favor, 70,057 shares against and 18,340 shares abstaining. There were
no broker non-votes with respect to this proposal.

The shareholders ratified the Companys 1987 Employee Stock Purchase Plan
to increase the number of shares of Common Stock that may be delivered to
participating employees under this benefit plan by 500,000 by a vote of
68,020,214 shares in favor, 497,910 shares against and 42,034 shares
abstaining. There were no broker non-votes with respect to this proposal.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | List of Exhibits:
|--- |  | -----------------

|    |  |                                                                     
|--- |  | --------------------------------------------------------------------
|3.1 |  | Certificate of Incorporation. Incorporated by reference from Exhibit

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|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | 3(i) of Mayors Form 8-K filed on July 14, 2000.                                                                                                  
|     |  |                                                                                                                                                   
|3.2  |  | Bylaws. Incorporated by reference from Exhibit 3.2 of Mayors Form
10-K filed on May 15, 1995.                                                    
|     |  |                                                                                                                                                   
|31.1 |  | Certification Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated November 7, 2003.                          
|     |  |                                                                                                                                                   
|31.2 |  | Certification Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, dated November 7, 2003.                          
|     |  |                                                                                                                                                   
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                                                                   
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



|(b) |  | Reports on Form 8-K:
|--- |  | --------------------

On July 29, 2003, the Company filed a Report on Form 8-K reporting 1) that
the Board of Directors approved a change in fiscal year for Mayors from the
Saturday closest to March 31 to the last Saturday in March, effective July 22,
2003; and 2) the issuance of a press release announcing certain preliminary
financial results for the first fiscal quarter ended June 28, 2003.

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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/ Thomas A. Andruskevich                
|                       |  |                        |  |                                           
|                       |  |                        |  | Chairman of the Board, President and Chief
|                       |  |                        |  | Executive Officer                         
|                       |  |                        |  |                                           
|Date: November 7, 2003 |  |                        |  |                                           

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