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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)

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

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

For the Transition Period From February 3, 2002 to March 30, 2002 and November 3, 2002 to January 4, 2003

Commission File Number 1-9647

MAYORS JEWELERS, INC.

(Exact name of registrant as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 59-2290953         
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | Identification No.)

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

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

Mayors Jewelers, Inc. former fiscal year ended on February 1, 2003. The
decision was made on January 15, 2003 to change it toMarch 29, 2003.

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


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

Yes  [X]      NO  [   ]

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

Yes  [   ]      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 FEBRUARY 27, 2003



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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 CASH FLOWS         
|                              |                                                                                                 | NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|                              |                                                                                                 | CONSOLIDATED CONDENSED BALANCE SHEETS                   
|                              |                                                                                                 | 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 2.  Changes in Securities and Use of Proceeds                                             
|                              | Item 6.  Exhibits and Reports on Form 8-K                                                      
|Certification of CEO         
|Certification of CFO         



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FORM 10-Q
QUARTERLY REPORT

TABLE OF CONTENTS

|                                                                                                                    |                                                                                               |                                                                                                                                                                                            |  |          |       | 
|------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ----- | 
|                                                                                                                    |                                                                                               |                                                                                                                                                                                            |  | Page No.
|                                                                                                                    |                                                                                               |                                                                                                                                                                                            |  |         
|PART I: FINANCIAL INFORMATION                                                                                       |                                                                                               |                                                                                                                                                                                            |  |         
|                                                                                                                    | Item 1. Consolidated Condensed Financial Statements  Unaudited                               |                                                                                                                                                                                            |  |          |      
|                                                                                                                    |                                                                                               | Consolidated Condensed Balance Sheets as of March 30, 2002 and February 2, 2002                                                                                                            |  |          | 3     | 
|                                                                                                                    |                                                                                               | Consolidated Condensed Statements of Operations for the eight week period ended March 30, 2002 and the nine
week period ended April 7, 2001                                                |  |          | 4     | 
|                                                                                                                    |                                                                                               | Consolidated Condensed Statements of Cash Flows for the eight week period ended March 30, 2002 and the
nine week period ended April 7, 2001                                                |  |          | 5-6   | 
|                                                                                                                    |                                                                                               | Notes to Consolidated Condensed Financial Statements as of March 30, 2002 and February 2, 2002 and the eight
week period ended March 30, 2002 and the nine week period ended April 7, 2001 |  |          | 7-10  | 
|                                                                                                                    |                                                                                               | Consolidated Condensed Balance Sheets as of January 4, 2003 and November 2, 2002                                                                                                           |  |          | 11    | 
|                                                                                                                    |                                                                                               | Consolidated Condensed Statements of Operations for the nine week periods ended January 4, 2003 and January
5, 2002                                                                        |  |          | 12    | 
|                                                                                                                    |                                                                                               | Consolidated Condensed Statements of Cash Flows for the nine week periods ended January 4, 2003 and
January 5, 2002                                                                        |  |          | 13-14 | 
|                                                                                                                    |                                                                                               | Notes to Consolidated Condensed Financial Statements as of January 4, 2003 and November 2, 2002 and the
nine week periods ended January 4, 2003 and January 5, 2002                        |  |          | 15-19 | 
|                                                                                                                    | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                                                                                            |  | 20-23    |      
|                                                                                                                    | Item 3. Quantitative and Qualitative Disclosures About Market Risks                           |                                                                                                                                                                                            |  | 24       |      
|                                                                                                                    | Item 4. Controls and Procedures                                                               |                                                                                                                                                                                            |  | 24       |      
|PART II: OTHER INFORMATION                                                                                          |                                                                                               |                                                                                                                                                                                            |  |         
|Items 1, 3, 4, and 5 have been omitted because they are not applicable with respect to the current reporting period |                                                                                               |                                                                                                                                                                                            |  |         
|                                                                                                                    | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                                                            |  | 25       |      

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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)

|                                                                                                |  |                            |          |           |         |             |          |   |         | 
|----------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | --------- | ------- | ----------- | -------- | - | ------- | 
|                                                                                                |  |                            |          | March 30, |         | February 2,
|                                                                                                |  |                            |          | 2002      |         | 2002       
|                                                                                                |  |                            |          |           |         |            
|ASSETS                                                                                         
|Current Assets:                                                                                 |  |                            |          |           |         |             |          |  
|Cash and cash equivalents                                                                       |  | $                          | 2,609    |           |         | $           | 2,886    |  
|Accounts receivable (net of allowance for doubtful accounts of $1,258 and $1,487,
respectively) |  |                            | 24,126   |           |         |             | 31,845   |  
|Inventories                                                                                     |  |                            | 75,045   |           |         |             | 80,716   |  
|Other current assets                                                                            |  |                            | 1,693    |           |         |             | 2,604    |  
|                                                                                                |  |                            |          |           |         |             |          |  
|                                                                                                |  | Total current assets       |          |           | 103,473 |             |          |   | 118,051 | 
|                                                                                                |  |                            |          |           |         |             |          |  
|Property, net                                                                                   |  |                            | 24,530   |           |         |             | 25,455   |  
|Other assets                                                                                    |  |                            | 1,076    |           |         |             | 1,083    |  
|                                                                                                |  |                            |          |           |         |             |          |  
|                                                                                                |  | Total non-current assets   |          |           | 25,606  |             |          |   | 26,538  | 
|                                                                                                |  |                            |          |           |         |             |          |  
|Total assets                                                                                    |  | $                          | 129,079  |           |         | $           | 144,589  |  
|                                                                                                |  |                            |          |           |         |             |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                           
|Current Liabilities:                                                                            |  |                            |          |           |         |             |          |  
|Accounts payable                                                                                |  | $                          | 5,190    |           |         | $           | 10,769   |  
|Accrued expenses                                                                                |  |                            | 6,812    |           |         |             | 7,318    |  
|Accrued restructuring                                                                           |  |                            | 8,490    |           |         |             | 8,574    |  
|Note payable and credit facility                                                                |  |                            | 49,250   |           |         |             | 53,464   |  
|                                                                                                |  |                            |          |           |         |             |          |  
|                                                                                                |  | Total current liabilities  |          |           | 69,742  |             |          |   | 80,125  | 
|Other long term liabilities                                                                     |  |                            | 3,587    |           |         |             | 3,357    |  
|                                                                                                |  |                            |          |           |         |             |          |  
|                                                                                                |  | Total liabilities          |          |           | 73,329  |             |          |   | 83,482  | 
|                                                                                                |  |                            |          |           |         |             |          |  
|Stockholders Equity:                                                                           |  |                            |          |           |         |             |          |  
|Common stock, $.0001 par value, 50,000,000 shares authorized, 29,509,703 shares issued          |  |                            | 3        |           |         |             | 3        |  
|Additional paid-in capital                                                                      |  |                            | 194,527  |           |         |             | 194,527  |  
|Accumulated deficit                                                                             |  |                            | (109,380 | )         |         |             | (104,023 | )
|Less: 9,983,954 shares of treasury stock, at cost                                               |  |                            | (29,400  | )         |         |             | (29,400  | )
|                                                                                                |  |                            |          |           |         |             |          |  
|                                                                                                |  | Total stockholders equity |          |           | 55,750  |             |          |   | 61,107  | 
|                                                                                                |  |                            |          |           |         |             |          |  
|Total liabilities and stockholders equity                                                      |  | $                          | 129,079  |           |         | $           | 144,589  |  
|                                                                                                |  |                            |          |           |         |             |          |  

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)

|                                                       |  |                |            |               |  |   |            |  
|------------------------------------------------------ |  | -------------- | ---------- | ------------- |  | - | ---------- | -
|                                                       |  | Eight          |            | Nine         
|                                                       |  | Weeks Ended    |            | Weeks Ended  
|                                                       |  | March 30, 2002 |            | April 7, 2001
|                                                       |  |                |            |              
|Net sales                                              |  | $              | 18,233     |               |  | $ | 24,982     |  
|Cost of sales                                          |  |                | 12,211     |               |  |   | 14,406     |  
|                                                       |  |                |            |               |  |   |            |  
|Gross profit                                           |  |                | 6,022      |               |  |   | 10,576     |  
|Store operating and selling expenses                   |  |                | 7,210      |               |  |   | 7,811      |  
|                                                       |  |                |            |               |  |   |            |  
|Store contribution                                     |  |                | (1,188     | )             |  |   | 2,765      |  
|                                                       |  |                |            |               |  |   |            |  
|General and administrative expenses                    |  |                | 1,634      |               |  |   | 3,768      |  
|Advertising and marketing expenses                     |  |                | 601        |               |  |   | 1,184      |  
|Other charges                                          |  |                | 305        |               |  |   |           |  
|Depreciation and amortization                          |  |                | 1,132      |               |  |   | 1,596      |  
|                                                       |  |                |            |               |  |   |            |  
|                                                       |  |                | 3,672      |               |  |   | 6,548      |  
|                                                       |  |                |            |               |  |   |            |  
|Operating loss                                         |  |                | (4,860     | )             |  |   | (3,783     | )
|Interest and other income                              |  |                | 41         |               |  |   | 14         |  
|Interest expense and debt costs                        |  |                | (538       | )             |  |   | (493       | )
|                                                       |  |                |            |               |  |   |            |  
|Net loss                                               |  | $              | (5,357     | )             |  | $ | (4,262     | )
|                                                       |  |                |            |               |  |   |            |  
|Weighted average shares outstanding, basic and diluted |  |                | 19,525,749 |               |  |   | 19,267,022 |  
|                                                       |  |                |            |               |  |   |            |  
|Basic and diluted loss per share                       |  | $              | (0.27      | )             |  | $ | (0.22      | )
|                                                       |  |                |            |               |  |   |            |  

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)

|                                                     |                                                     |   |                |         |               |   |        |         |  
|---------------------------------------------------- | --------------------------------------------------- | - | -------------- | ------- | ------------- | - | ------ | ------- | -
|                                                     |                                                     |   | Eight          |         | Nine         
|                                                     |                                                     |   | Weeks Ended    |         | Weeks Ended  
|                                                     |                                                     |   | March 30, 2002 |         | April 7, 2001
|                                                     |                                                     |   |                |         |              
|Cash flows from operating activities:                |                                                     |   |                |         |               |   |        |        
|                                                     | Cash received from customers                        |   | $              | 25,952  |               |   | $      | 27,949  |  
|                                                     | Cash paid to suppliers and employees                |   |                | (21,544 | )             |   |        | (30,819 | )
|                                                     | Interest and other income received                  |   |                | 41      |               |   |        | 14      |  
|                                                     | Interest paid                                       |   |                | (459    | )             |   |        | (418    | )
|                                                     |                                                     |   |                |         |               |   |        |        
|Net cash provided by (used in) continuing operations |                                                     |   | 3,990          |         |               |   | (3,274 | )      
|Net cash used in discontinued operations             |                                                     |   |               |         |               |   | (4,484 | )      
|                                                     |                                                     |   |                |         |               |   |        |        
|Net cash provided by (used in) operating activities  |                                                     |   | 3,990          |         |               |   | (7,758 | )      
|                                                     |                                                     |   |                |         |               |   |        |        
|                                                     | Capital expenditures, net                           |   |                | (252    | )             |   |        | (1,271  | )
|                                                     | Proceeds from sale of fixed assets                  |   |                | 44      |               |   |        |        |  
|                                                     |                                                     |   |                |         |               |   |        |        
|Net cash used in investing activities                |                                                     |   | (208           | )       |               |   | (1,271 | )      
|                                                     |                                                     |   |                |         |               |   |        |        
|Cash flows from financing activities:                |                                                     |   |                |         |               |   |        |        
|                                                     | Borrowings under line of credit and term loan       |   |                | 20,821  |               |   |        | 42,323  |  
|                                                     | Line of credit repayments                           |   |                | (25,035 | )             |   |        | (34,758 | )
|                                                     | Payment of commitment fee related to line of credit |   |                | (75     | )             |   |        | (102    | )
|                                                     | Other                                               |   |                | 230     |               |   |        | 1,831   |  
|                                                     |                                                     |   |                |         |               |   |        |        
|Net cash (used in) provided by financing activities  |                                                     |   | (4,059         | )       |               |   | 9,294  |        
|                                                     |                                                     |   |                |         |               |   |        |        
|Net (decrease) increase in cash and cash equivalents |                                                     |   | (277           | )       |               |   | 265    |        
|Cash and cash equivalents at beginning of period     |                                                     |   | 2,886          |         |               |   | 1,363  |        
|                                                     |                                                     |   |                |         |               |   |        |        
|Cash and cash equivalents at end of period           |                                                     | $ | 2,609          |         |               | $ | 1,628  |        
|                                                     |                                                     |   |                |         |               |   |        |        

(continued)

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

|                                                                                          |                                     |                       |        |                |        |               |        |       |        |  
|----------------------------------------------------------------------------------------- | ----------------------------------- | --------------------- | ------ | -------------- | ------ | ------------- | ------ | ----- | ------ | -
|                                                                                          |                                     |                       |        | Eight          |        | Nine         
|                                                                                          |                                     |                       |        | Weeks Ended    |        | Weeks Ended  
|                                                                                          |                                     |                       |        | March 30, 2002 |        | April 7, 2001
|                                                                                          |                                     |                       |        |                |        |              
|Reconciliation of net loss to net cash provided by (used in) operating activities:        |                                     |                       |        |                |        |               |        |      
|Net loss                                                                                  |                                     | $                     | (5,357 | )              |        | $             | (4,262 | )    
|Adjustments to reconcile net loss to net cash provided by (used in) operating
activities: |                                     |                       |        |                |        |               |        |      
|                                                                                          | Depreciation and amortization       |                       |        | 1,132          |        |               |        | 1,596 |       
|                                                                                          | Amortization of debt costs          |                       |        | 79             |        |               |        | 75    |       
|                                                                                          | Provision for doubtful accounts     |                       |        | 316            |        |               |        | 320   |       
|                                                                                          | (Increase) decrease in assets:      |                       |        |                |        |               |        |       |       
|                                                                                          |                                     | Accounts receivable   |        |                | 7,403  |               |        |       | 2,647  |  
|                                                                                          |                                     | Inventories           |        |                | 5,671  |               |        |       | (4,957 | )
|                                                                                          |                                     | Other                 |        |                | 915    |               |        |       | 1,504  |  
|                                                                                          | Increase (decrease) in liabilities: |                       |        |                |        |               |        |       |       
|                                                                                          |                                     | Accounts payable      |        |                | (5,579 | )             |        |       | 1,913  |  
|                                                                                          |                                     | Accrued expenses      |        |                | (506   | )             |        |       | (2,110 | )
|                                                                                          |                                     | Accrued restructuring |        |                | (84    | )             |        |       |       |  
|                                                                                          |                                     |                       |        |                |        |               |        |      
|Net cash provided by (used in) operating activities                                       |                                     |                       | 3,990  |                |        |               | (3,274 | )    
|Net cash used in discontinued operations                                                  |                                     |                       |       |                |        |               | (4,484 | )    
|                                                                                          |                                     |                       |        |                |        |               |        |      
|Net cash provided by (used in) operating activities                                       |                                     | $                     | 3,990  |                |        | $             | (7,758 | )    
|                                                                                          |                                     |                       |        |                |        |               |        |      

See notes to consolidated condensed financial statements.

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MAYORS JEWELERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS OF MARCH 30, 2002 AND
FEBRUARY 2, 2002 AND THE EIGHT WEEK PERIOD ENDED MARCH 30, 2002 AND THE NINE WEEK PERIOD
ENDED APRIL 7, 2001
(Unaudited)

A.  Basis of Presentation

The Companys consolidated condensed financial statements as of March 30,
2002 and February 2, 2002 and for the eight week period ended March 30, 2002
and the nine week period ended April 7, 2001 have not been audited by certified
public accountants, but in the opinion of the management of Mayors Jewelers,
Inc. and its subsidiaries (the Company or Mayors) reflect all adjustments
(which include normal recurring accruals) necessary to present fairly the
financial position, results of operations and cash flows for those periods.
Results of the eight and nine week periods ended March 30, 2002 and April 7,
2001 are not necessarily indicative of annual results because of the
seasonality of the Companys business.

The Company filed a Form 8-K with the Securities and Exchange Commission
(SEC) on January 29, 2003 indicating, among other things, its change in
fiscal year-end for financial reporting purposes, effective January 15, 2003,
from a fiscal year ended on the Saturday closest to January 31 to the Saturday
closest to March 31. The interim unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all the information and footnotes normally
included in the annual consolidated financial statements. These interim
financial statements should be read in conjunction with the audited financial
statements for the year ended February 2, 2002 included in the Companys Annual
Report on Form 10-K filed with the SEC. The transition period from February 3,
2002 to March 30, 2002 as a result of the Companys change in fiscal year-end
is an eight week period and is compared to the nine week period ended April 7,
2001 because an eight week comparable period in the prior year is not available
from the Companys accounting records.

The accompanying consolidated condensed financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred recurring losses from continuing operations and certain
vendors had expressed concerns about the Companys financial condition. These
factors and the need to obtain additional financing indicated that the Company
may not have been able to continue as a going concern for a reasonable period
of time. On August 20, 2002, the Company closed on a gross $15.05 million
equity investment transaction with Henry Birks & Sons Inc. (Birks). The
Company also restructured its credit facility and secured a term loan to
sustain its operations and to execute its restructuring plan (the
Restructuring Plan) adopted in the fourth quarter of 2001.

The consolidated condensed financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. While
there can be no assurance thereof, management of the Company believes that the
new relationship with Birks and the debt financing obtained will alleviate this
situation.

B.  Restructuring, Asset Impairments and Other Charges

The multi-faceted Restructuring Plan adopted during the fourth quarter of
fiscal 2001 included, among other significant initiatives, an infusion of
equity, the refinancing of the Companys bank debt, the closing of thirteen
unprofitable and under-performing stores, the liquidation of certain
non-performing assets and the reduction of various field and corporate costs.

The stores to be closed as part of the plan included eleven properties
outside of the Companys core Florida and Georgia marketplace, as well as two
stores in Florida and the termination of one lease commitment for a location
that was not built. All thirteen locations were closed as of February 27, 2003,
as well as one additional underperforming store that was not in the
Restructuring Plan. The Company is currently in negotiations to close one
additional underperforming store which is outside of the Florida and Georgia
marketplace. The closing of these stores marks a significant retrenchment of
the Companys recent expansion strategy into states where Mayors does not
enjoy the brand loyalty that it has enjoyed in Florida and Georgia.

Assets earmarked for liquidation included certain unproductive
inventories, a significant portion of which were liquidated during June and
July 2002, the Companys headquarters building and associated real estate in
Sunrise, Florida, which were sold on July 12, 2002, fixed assets in the closed
stores and certain other assets.

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Additionally, on August 20, 2002, Mayors closed on a gross $15.05 million
equity investment transaction with Birks. At the closing, Mayors received
$10.05 million in cash and a promissory note from Birks due and paid on
September 30, 2002 for $5 million. As consideration for the $15.05 million
investment, Birks received shares of Series A Convertible Preferred Stock that
upon conversion into common stock would give Birks approximately a 72% interest
in Mayors. The investment also provides Birks with the right to appoint a
majority of the members of the Companys Board of Directors and provides
warrants to acquire additional shares which, upon exercise, would increase
Birks interest in Mayors to approximately 82%. The shares of Series A
Convertible Preferred Stock issued to Birks have an aggregate liquidation value
of $15,050,000.

On May 30, 2002, the Company executed a credit agreement with Fleet Retail
Finance and Back Bay Capital for a three year $55 million revolving facility
and a $12.5 million junior secured term loan. This credit agreement was
replaced on August 20, 2002 with a new facility which included GMAC as part of
the lending group. The new facility increased the revolving facility to $58
million and improved the loan availability and interest rates, while keeping
the Back Bay junior secured term loan at $12.5 million. The credit agreement
contains certain covenants, including, but not limited to, a capital
expenditure financial covenant.

The Restructuring Plan, originally expected to be completed during the end
of June 2002, is now expected to be essentially completed by the end of
February 2003. The Restructuring Plan included the elimination of approximately
200 positions in the field as well as Mayors former chief executive officer
and the closing of 13 stores as previously discussed. As of March 30, 2002,
the accrued restructuring balance was approximately $8.5 million and related
primarily to lease terminations and associated costs. During the eight week
period ended March 30, 2002, Mayors paid approximately $83,000 of the accrued
restructuring primarily related to severance costs.

During the eight week period ended March 30, 2002, the Company incurred
approximately $305,000 of costs related to consulting fees in the restructuring
of the Companys financing options which is included in Other Charges in the
Consolidated Condensed Statement of Operations.

C.  Credit Facilities

Prior to May 30, 2002, the Company had an $80 million working capital
credit facility in place with a bank group led by Citicorp. The Company was
operating under an amendment that required a restructuring or refinancing of
the facility by May 30, 2002. As of March 30, 2002, the Company had $52.3
borrowing capacity under the credit facility at an interest rate of 5.9% and
had letters of credit outstanding in the amount of $919,000. On May 30, 2002,
the Company executed a $55 million working capital credit facility with Fleet
Retail Finance and a $12.5 million junior secured term loan with Back Bay
Capital. Both of the debt facilities had an expiration date of May 30, 2005.
The credit facilities were replaced on August 20, 2002, with a new facility
with GMAC as a member of the lending group with a maturity date of August 20,
2005. The revolving facility line increased from $55 million to $58 million,
while the term loan remained at $12.5 million. Inventory loan availability was
increased and the effective interest rate decreased from prime plus 2.75% to
prime plus 1.50%. There is an unused facility fee of 0.25%. The availability
block was reduced from $8 million to $7 million for the July to December
periods and to $6 million for the January to June periods. The $12.5 million
junior secured term loan with Back Bay Capital remains, but with the effective
interest rate decreased from 19.5% to 18.25%. Availability under the working
capital facility is determined based upon a percentage formula applied to
inventory less amounts outstanding under the term loan. Both facilities are
collateralized by substantially all the Companys assets. The credit agreement
contains certain covenants, including, but not limited to, a capital
expenditure financial covenant.

D.  Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. These
standards establish accounting and reporting for business combinations. SFAS
No. 141 requires all business combinations entered into subsequent to June 30,
2001 to be accounted for using the purchase method of accounting. SFAS No. 142
provides that goodwill and other intangible assets with indefinite lives will
not be amortized, but will be tested for impairment on an annual basis. Mayors
adopted SFAS No. 142 in the first quarter of 2002. The adoption has not had a
material effect on Mayors financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for fiscal
years beginning after December 15, 2001. This Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, and accounting and
reporting provisions of Accounting Principles Board Opinion No. 30,

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Reporting the Results of Operations  Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions, for the disposal of a segment of a business
(as previously defined in that opinion). This statement also amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to eliminate the
exception to consolidation for subsidiaries for which control is likely to be
temporary. Mayors adopted SFAS No. 144 in the first quarter of 2002. The
adoption has not had a material effect on Mayors financial statements.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Correction. This Statement eliminates extraordinary accounting treatment of
reporting gain or loss on debt extinguishment, and amends other existing
authoritative pronouncements to make various technical corrections, clarifies
meanings, or describes their applicability under changed conditions. The
provisions of this Statement are effective for the Company with the beginning
of fiscal year 2003; however, early application of the Statement is encouraged.
Debt extinguishments reported as extraordinary items prior to scheduled or
early adoption of this Statement would be reclassified in most cases following
adoption. The Company does not anticipate a significant impact on its results
of operations from adopting this Statement.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon managements commitment to an exit plan. The
provisions of SFAS 146 are effective for exit or disposal
activities initiative after December 31, 2002. The Company does
not anticipate a significant impact on its results of operations from adopting
this Statement.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for companies that voluntarily change to a fair value-based method
of accounting for stock-based employee compensation. SFAS 148 also amends the
disclosure provisions of SFAS 123. The provisions of SFAS 148 are effective
for fiscal years ending after December 15, 2002. The Company does not
anticipate a significant impact on its results of operations from adopting this
Statement.

E.  Inventories

Inventories are summarized as follows:

|               |  |                              |        |                  |  |   |        | 
|-------------- |  | ---------------------------- | ------ | ---------------- |  | - | ------ | 
|               |  | March 30, 2002               |        | February 2, 2002
|               |  |                              |        |                 
|               |  | (amounts shown in thousands)
|Raw materials  |  | $                            | 1,424  |                  |  | $ | 656    | 
|Finished goods |  |                              | 73,621 |                  |  |   | 80,060 | 
|               |  |                              |        |                  |  |   |        | 
|               |  | $                            | 75,045 |                  |  | $ | 80,716 | 
|               |  |                              |        |                  |  |   |        | 

F.  Income and Other Taxes

The Company has federal net operating loss carryforwards (NOL) from fiscal
years ended February 2, 2002 and earlier of approximately $33.0 million and
state NOL carryforwards of approximately $21.6 million. The amount of Mayors
subsidiarys NOL included in the $33.0 million is approximately $1.4 million
which is subject to the limitations of Section 382 of the U.S. Internal Revenue
Code of 1986, as amended. The federal NOL carryforwards expire in years
beginning in 2010 through 2020 and the state NOL carryforwards expire in years
beginning in 2005 through to 2020. The change of control as a result of the
equity investment from Birks, as discussed in Note A, will limit the
availability of the carryforward of these NOLs. The Company also has an
alternative minimum tax credit carryforward of approximately $1.8 million to
offset future federal income taxes. A valuation allowance has been recorded for
$1.8 million and the net deferred tax asset is zero.

The Company is undergoing a Florida sales tax related audit. Management
does not expect the impact of this audit will have a material adverse affect on
the Companys financial condition, results of operation and cash flows due to
that fact that management believes it has recorded adequate reserves to cover
these items.

Mayors subsidiarys 1994, 1995 and 1996 federal income tax returns are
currently under examination by the IRS. The impact of the IRS examination on
the Companys financial condition, results of operation, and cash flow cannot
be ascertained at this time.

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G. Commitments and Contingencies

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

The Company had $6.9 million in consignment inventory as of March 30,
2002.

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

|                                                                                                                                        |  |   |                            |            |  |             |          |   |  |        | 
|--------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------------------------- | ---------- |  | ----------- | -------- | - |  | ------ | 
|                                                                                                                                        |  |   |                            | January 4, |  | November 2, |         
|                                                                                                                                        |  |   |                            | 2003       |  | 2002        |         
|                                                                                                                                        |  |   |                            |            |  |             |         
|ASSETS                                                                                                                                 
|Current Assets:                                                                                                                         |  |   |                            |            |  |             |          |  
|Cash and cash equivalents                                                                                                               |  | $ | 633                        |            |  | $           | 537      |  
|Accounts receivable (net of allowance for doubtful accounts of $1,000)                                                                  |  |   | 7,202                      |            |  |             | 6,030    |  
|Inventories                                                                                                                             |  |   | 77,087                     |            |  |             | 75,914   |  
|Other current assets                                                                                                                    |  |   | 1,541                      |            |  |             | 2,405    |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|                                                                                                                                        |  |   | Total current assets       |            |  | 86,463      |          |   |  | 84,886 | 
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|Property, net                                                                                                                           |  |   | 17,555                     |            |  |             | 17,236   |  
|Other assets                                                                                                                            |  |   | 867                        |            |  |             | 811      |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|                                                                                                                                        |  |   | Total non-current assets   |            |  | 18,422      |          |   |  | 18,047 | 
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|Total assets                                                                                                                            |  | $ | 104,885                    |            |  | $           | 102,933  |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   
|Current Liabilities:                                                                                                                    |  |   |                            |            |  |             |          |  
|Accounts payable                                                                                                                        |  | $ | 20,382                     |            |  | $           | 17,658   |  
|Accrued expenses                                                                                                                        |  |   | 8,792                      |            |  |             | 7,750    |  
|Accrued restructuring                                                                                                                   |  |   | 1,558                      |            |  |             | 2,646    |  
|Note payable and credit facility                                                                                                        |  |   | 22,390                     |            |  |             | 27,459   |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|                                                                                                                                        |  |   | Total current liabilities  |            |  | 53,122      |          |   |  | 55,513 | 
|Other long term liabilities                                                                                                             |  |   | 3,549                      |            |  |             | 3,648    |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|                                                                                                                                        |  |   | Total liabilities          |            |  | 56,671      |          |   |  | 59,161 | 
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|Stockholders Equity:                                                                                                                   |  |   |                            |            |  |             |          |  
|Series A convertible preferred stock, $.001 par value, 15,050 shares authorized,
15,050 shares issued, liquidation value of $15,050,000 |  |   |                           |            |  |             |         |  
|Common stock, $.0001 par value, 50,000,000 shares authorized, 29,553,812 shares issued                                                  |  |   | 3                          |            |  |             | 3        |  
|Additional paid-in capital                                                                                                              |  |   | 208,092                    |            |  |             | 208,092  |  
|Accumulated deficit                                                                                                                     |  |   | (130,481                   | )          |  |             | (134,923 | )
|Less: 9,983,954 shares of treasury stock, at cost                                                                                       |  |   | (29,400                    | )          |  |             | (29,400  | )
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|                                                                                                                                        |  |   | Total stockholders equity |            |  | 48,214      |          |   |  | 43,772 | 
|                                                                                                                                        |  |   |                            |            |  |             |          |  
|Total liabilities and stockholders equity                                                                                              |  | $ | 104,885                    |            |  | $           | 102,933  |  
|                                                                                                                                        |  |   |                            |            |  |             |          |  

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)

|                                     |         |   |                 |            |                 |   |        |            | 
|------------------------------------ | ------- | - | --------------- | ---------- | --------------- | - | ------ | ---------- | 
|                                     |         |   | Nine            |            | Nine           
|                                     |         |   | Weeks Ended     |            | Weeks Ended    
|                                     |         |   | January 4, 2003 |            | January 5, 2002
|                                     |         |   |                 |            |                
|Net sales                            |         | $ | 36,655          |            |                 | $ | 49,492 |           
|Cost of sales                        |         |   | 21,747          |            |                 |   | 30,739 |           
|                                     |         |   |                 |            |                 |   |        |           
|Gross profit                         |         |   | 14,908          |            |                 |   | 18,753 |           
|Store operating and selling expenses |         |   | 7,405           |            |                 |   | 11,413 |           
|                                     |         |   |                 |            |                 |   |        |           
|Store contribution                   |         |   | 7,503           |            |                 |   | 7,340  |           
|                                     |         |   |                 |            |                 |   |        |           
|General and administrative expenses  |         |   | 1,986           |            |                 |   | 1,918  |           
|Advertising and marketing expenses   |         |   | 612             |            |                 |   | 1,360  |           
|Restructuring and other charges      |         |   | (981            | )          |                 |   | 1,114  |           
|Depreciation and amortization        |         |   | 657             |            |                 |   | 1,617  |           
|                                     |         |   |                 |            |                 |   |        |           
|                                     |         |   | 2,274           |            |                 |   | 6,009  |           
|                                     |         |   |                 |            |                 |   |        |           
|Operating income                     |         |   | 5,229           |            |                 |   | 1,331  |           
|Interest and other income            |         |   | 1               |            |                 |   | 7      |           
|Interest expense and debt costs      |         |   | (604            | )          |                 |   | (689   | )         
|                                     |         |   |                 |            |                 |   |        |           
|Income before income taxes           |         |   | 4,626           |            |                 |   | 649    |           
|Income taxes                         |         |   | (54             | )          |                 |   | (240   | )         
|                                     |         |   |                 |            |                 |   |        |           
|Net income                           |         | $ | 4,680           |            |                 | $ | 889    |           
|                                     |         |   |                 |            |                 |   |        |           
|Weighted average shares outstanding: |         |   |                 |            |                 |   |        |           
|                                     | Basic   |   |                 | 19,569,858 |                 |   |        | 19,493,222 | 
|                                     |         |   |                 |            |                 |   |        |           
|                                     | Diluted |   |                 | 82,466,799 |                 |   |        | 19,493,222 | 
|                                     |         |   |                 |            |                 |   |        |           
|Earnings per share:                  |         |   |                 |            |                 |   |        |           
|                                     | Basic   |   | $               | 0.21       |                 |   | $      | 0.05       | 
|                                     |         |   |                 |            |                 |   |        |           
|                                     | Diluted |   | $               | 0.06       |                 |   | $      | 0.05       | 
|                                     |         |   |                 |            |                 |   |        |           

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)

|                                                 |                                                     |   |                 |         |                 |   |         |         |  
|------------------------------------------------ | --------------------------------------------------- | - | --------------- | ------- | --------------- | - | ------- | ------- | -
|                                                 |                                                     |   | Nine            |         | Nine           
|                                                 |                                                     |   | Weeks Ended     |         | Weeks Ended    
|                                                 |                                                     |   | January 4, 2003 |         | January 5, 2002
|                                                 |                                                     |   |                 |         |                
|Cash flows from operating activities:            |                                                     |   |                 |         |                 |   |         |        
|                                                 | Cash received from customers                        |   | $               | 35,483  |                 |   | $       | 44,659  |  
|                                                 | Cash paid to suppliers and employees                |   |                 | (28,641 | )               |   |         | (23,596 | )
|                                                 | Interest and other income received                  |   |                 | 1       |                 |   |         | 7       |  
|                                                 | Interest paid                                       |   |                 | (547    | )               |   |         | (613    | )
|                                                 | Income taxes refunded                               |   |                 | 54      |                 |   |         | 240     |  
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Net cash provided by operating activities        |                                                     |   | 6,350           |         |                 |   | 20,697  |        
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Cash flows from investing activities:            |                                                     |   |                 |         |                 |   |         |        
|                                                 | Capital expenditures, net                           |   |                 | (975    | )               |   |         | (1,220  | )
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Net cash used in investing activities            |                                                     |   | (975            | )       |                 |   | (1,220  | )      
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Cash flows from financing activities:            |                                                     |   |                 |         |                 |   |         |        
|                                                 | Borrowings under line of credit and term loan       |   |                 | 31,395  |                 |   |         | 27,910  |  
|                                                 | Line of credit repayments                           |   |                 | (36,464 | )               |   |         | (47,319 | )
|                                                 | Payment of commitment fee related to line of credit |   |                 | (111    | )               |   |         | -      |  
|                                                 | Other                                               |   |                 | (99     | )               |   |         | 32      |  
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Net cash used in financing activities            |                                                     |   | (5,279          | )       |                 |   | (19,377 | )      
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Net increase in cash and cash equivalents        |                                                     |   | 96              |         |                 |   | 101     |        
|Cash and cash equivalents at beginning of period |                                                     |   | 537             |         |                 |   | 2,748   |        
|                                                 |                                                     |   |                 |         |                 |   |         |        
|Cash and cash equivalents at end of period       |                                                     | $ | 633             |         |                 | $ | 2,849   |        
|                                                 |                                                     |   |                 |         |                 |   |         |        

(continued)

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

|                                                                                  |                                     |                       |       |                 |        |                 |        |       |        |  
|--------------------------------------------------------------------------------- | ----------------------------------- | --------------------- | ----- | --------------- | ------ | --------------- | ------ | ----- | ------ | -
|                                                                                  |                                     |                       |       | Nine            |        | Nine           
|                                                                                  |                                     |                       |       | Weeks Ended     |        | Weeks Ended    
|                                                                                  |                                     |                       |       | January 4, 2003 |        | January 5, 2002
|                                                                                  |                                     |                       |       |                 |        |                
|Reconciliation of net income to net cash provided by operating activities:        |                                     |                       |       |                 |        |                 |        |      
|Net income                                                                        |                                     | $                     | 4,680 |                 |        | $               | 889    |      
|Adjustments to reconcile net income to net cash provided by operating
activities: |                                     |                       |       |                 |        |                 |        |      
|                                                                                  | Depreciation and amortization       |                       |       | 657             |        |                 |        | 1,617 |       
|                                                                                  | Amortization of debt costs          |                       |       | 57              |        |                 |        | 76    |       
|                                                                                  | Provision for doubtful accounts     |                       |       | 312             |        |                 |        | 618   |       
|                                                                                  | (Increase) decrease in assets:      |                       |       |                 |        |                 |        |       |       
|                                                                                  |                                     | Accounts receivable   |       |                 | (1,484 | )               |        |       | (5,451 | )
|                                                                                  |                                     | Inventories           |       |                 | (1,173 | )               |        |       | 21,806 |  
|                                                                                  |                                     | Other                 |       |                 | 862    |                 |        |       | 2,509  |  
|                                                                                  | Increase (decrease) in liabilities: |                       |       |                 |        |                 |        |       |       
|                                                                                  |                                     | Accounts payable      |       |                 | 2,485  |                 |        |       | (1,288 | )
|                                                                                  |                                     | Accrued expenses      |       |                 | 1,042  |                 |        |       | (79    | )
|                                                                                  |                                     | Accrued restructuring |       |                 | (1,088 | )               |        |       | -     |  
|                                                                                  |                                     |                       |       |                 |        |                 |        |      
|Net cash provided by operating activities                                         |                                     | $                     | 6,350 |                 |        | $               | 20,697 |      
|                                                                                  |                                     |                       |       |                 |        |                 |        |      

See notes to consolidated condensed financial statements.

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MAYORS JEWELERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS OF JANUARY 4, 2003 AND
NOVEMBER 2, 2002 AND THE NINE WEEK PERIODS ENDED JANUARY 4, 2003 AND JANUARY 5, 2002
(Unaudited)

A.  Basis of Presentation

The Companys consolidated condensed financial statements as of January 4,
2003 and November 2, 2002, and the nine week periods ended January 4, 2003 and
January 5, 2002 have not been audited by certified public accountants, but in
the opinion of the management of Mayors Jewelers, Inc. and its subsidiaries
(the Company or Mayors) reflect all adjustments (which include normal
recurring accruals) necessary to present fairly the financial position, results
of operations and cash flows for those periods. Results of the nine week
periods ended January 4, 2003 and January 5, 2002 are not necessarily
indicative of annual results because of the seasonality of the Companys
business.

The Company filed a Form 8-K with the Securities and Exchange Commission
(SEC) on January 29, 2003 indicating, among other things, its change in
fiscal year-end for financial reporting purposes, effective January 15, 2003,
from a fiscal year ended on the Saturday closest to January 31 to the Saturday
closest to March 31. The interim unaudited consolidated condensed financial
information as of January 4, 2003 represents the third quarter period end as a
result of the change in fiscal year. The results of operations and cash flows
for the nine week period ended January 4, 2003 represents the interim
information from the last From 10-Q filed with the SEC to the new third
quarter period end. The results of operations and cash flows for the nine
week period ended January 5, 2002 is presented as comparable information. The
interim unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all the information and footnotes normally included in the annual
consolidated financial statements. These interim financial statements should
be read in conjunction with the audited financial statements for the year ended
February 2, 2002 included in the Companys Annual Report on Form 10-K filed
with the SEC.

The accompanying consolidated condensed financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred recurring losses from continuing operations and certain
vendors had expressed concerns about the Companys financial condition. These
factors and the need to obtain additional financing indicated that the Company
may not have been able to continue as a going concern for a reasonable period
of time. On August 20, 2002, the Company closed on a gross $15.05 million
equity investment transaction with Henry Birks & Sons Inc. (Birks). The
Company also restructured its credit facility and secured a term loan to
sustain its operations and to execute its restructuring plan (the
Restructuring Plan) adopted in the fourth quarter of fiscal 2001.

The consolidated condensed financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. While
there can be no assurance thereof, management of the Company believes that the
new relationship with Birks and the debt financing obtained will alleviate this
situation.

B.  Restructuring, Asset Impairments and Other Charges

The multi-faceted Restructuring Plan adopted during the four weeks ended
February 2, 2002 of fiscal 2001 included, among other significant initiatives,
an infusion of equity, the refinancing of the Companys bank debt, the closing
of thirteen unprofitable and under-performing stores, the liquidation of
certain non-performing assets and the reduction of various field and corporate
costs. The restructuring costs and the write-off of goodwill were recorded in
the four weeks ended February 2, 2002.

The stores to be closed as part of the plan included eleven properties
outside of the Companys core Florida and Georgia marketplace, as well as two
stores in Florida and the termination of one lease commitment for a location
that was not built. All thirteen locations were closed as of February 27, 2003,
as well as one additional underperforming store not included in the
Restructuring Plan. The Company is currently in negotiations to close one
additional underperforming store which is outside of the Florida and Georgia
marketplace. The closing of these stores marks a significant retrenchment of
the Companys recent expansion strategy into states where Mayors does not
enjoy the brand loyalty that it has enjoyed in Florida and Georgia.

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Assets earmarked for liquidation included certain unproductive
inventories, a significant portion of which were liquidated during June and
July 2002, the Companys headquarters building and associated real estate in
Sunrise, Florida, which were sold on July 12, 2002, fixed assets in the closed
stores and certain other assets.

Additionally, on August 20, 2002, Mayors closed on a gross $15.05 million
equity investment transaction with Birks. At the closing, Mayors received
$10.05 million in cash and a promissory note from Birks due and paid on
September 30, 2002 for $5 million. As consideration for the $15.05 million
investment, Birks received shares of Series A Convertible Preferred Stock that
upon conversion into common stock would give Birks approximately a 72% interest
in Mayors. The investment also provides Birks with the right to appoint a
majority of the members of the Companys Board of Directors and provides
warrants to acquire additional shares which, upon exercise, would increase
Birks interest in Mayors to approximately 82%. The shares of Series A
Convertible Preferred Stock issued to Birks have an aggregate liquidation value
of $15,050,000.

On May 30, 2002, the Company executed a credit agreement with Fleet Retail
Finance and Back Bay Capital for a three year $55 million revolving facility
and a $12.5 million junior secured term loan. This credit agreement was
replaced on August 20, 2002 with a new facility which included GMAC as part of
the lending group. The new facility increased the revolving facility to $58
million and improved the loan availability and interest rates, while keeping
the Back Bay junior secured term loan at $12.5 million. The credit agreement
contains certain covenants including, but not limited to, a capital expenditure
financial covenant.

The Restructuring Plan, originally expected to be completed during the end
of June 2002, is now expected to be essentially completed by February 27,
2003. The Restructuring Plan included the elimination of approximately 200
positions in the field as well as Mayors former chief executive officer and
the closing of 13 stores as previously discussed. As of January 4, 2003, the
accrued restructuring balance was approximately $1.6 million and related
primarily to lease terminations and associated costs.

During the nine week period ended January 4, 2003, the Company reversed
approximately $1 million of reserves previously recorded for the exit of leases
for closed stores in accordance with the Restructuring Plan which were
terminated at costs more favorable than originally estimated. During the nine
week period ended January 5, 2002, the Company incurred approximately $1.1
million of costs related to strategic cost reduction projects and non-recurring
legal fees relating to stockholder related matters and severance costs.

C.  Credit Facilities

Prior to May 30, 2002, the Company had an $80 million working capital
credit facility in place with a bank group led by Citicorp. The Company was
operating under an amendment that required a restructuring or refinancing of
the facility by May 30, 2002. Accordingly, on May 30, 2002, the Company
executed a $55 million working capital credit facility with Fleet Retail
Finance and a $12.5 million junior secured term loan with Back Bay Capital.
Both of the debt facilities had an expiration date of May 30, 2005. The credit
facilities were replaced on August 20, 2002, with a new facility with GMAC as a
member of the lending group with a maturity date of August 20, 2005. The
revolving facility line increased from $55 million to $58 million, while the
term loan remained at $12.5 million. Inventory loan availability was increased
and the effective interest rate decreased from prime plus 2.75% to prime plus
1.50%. There is an unused facility fee of 0.25%. The availability block was
reduced from $8 million to $7 million for the July to December periods and to
$6 million for the January to June periods. The $12.5 million junior secured
term loan with Back Bay Capital remains, but with the effective interest rate
decreased from 19.5% to 18.25%. Availability under the working capital facility
is determined based upon a percentage formula applied to inventory less amounts
outstanding under the term loan. Both facilities are collateralized by
substantially all the Companys assets. The credit agreements include certain
covenants, including, but not limited to, a capital expenditure financial
covenant.

Based on this, the Company had a $54.5 million borrowing capacity at
January 4, 2003. At January 4, 2003, the Company had approximately $22.4
million outstanding under its facility and term loan and had $750,000 in
letters of credit outstanding. This means the Company had an excess
availability of approximately $31 million.

D.  Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. These
standards establish accounting and reporting for business combinations. SFAS
No. 141 requires all business combinations entered into subsequent to June 30,
2001 to be accounted for using the purchase method of accounting. SFAS No. 142
provides that goodwill and other intangible assets with

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indefinite lives will not be amortized, but will be tested for impairment
on an annual basis. Mayors adopted SFAS No. 142 in the first quarter of 2002.
The adoption has not had a material effect on Mayors financial statements.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for fiscal
years beginning after December 15, 2001. This Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, and accounting and
reporting provisions of Accounting Principles Board Opinion No. 30, Reporting
the Results of Operations  Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business (as previously
defined in that opinion). This statement also amends Accounting Research
Bulletin No. 51, Consolidated Financial Statements, to eliminate the
exception to consolidation for subsidiaries for which control is likely to be
temporary Mayors adopted SFAS No. 144 in the first quarter of 2002. The
adoption has not had a material effect on Mayors financial statements.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Correction. This Statement eliminates extraordinary accounting treatment of
reporting gain or loss on debt extinguishment, and amends other existing
authoritative pronouncements to make various technical corrections, clarifies
meanings, or describes their applicability under changed conditions. The
provisions of this Statement are effective for the Company with the beginning
of fiscal year 2003; however, early application of the Statement is encouraged.
Debt extinguishments reported as extraordinary items prior to scheduled or
early adoption of this Statement would be reclassified in most cases following
adoption. The Company does not anticipate a significant impact on its results
of operations from adopting this Statement.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon managements commitment to an exit plan.
The provisions of SFAS 146 are effective for exit or disposal
activities initiated after December 31, 2002. The Company does
not anticipate a significant impact on its results of operations from adopting
this Statement.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for companies that voluntarily change to a fair value-based method
of accounting for stock-based employee compensation. SFAS 148 also amends the
disclosure provisions of SFAS 123. The provisions of SFAS 148 are effective
for fiscal years ending after December 15, 2002. The Company does not
anticipate a significant impact on its results of operations from adopting this
Statement.

E.  Accounts Receivable

On October 1, 2002, the Company sold $13.1 million of its $18.5 million
credit card portfolio to Wells Fargo on a non-recourse basis. The Company
retained gross receivables of $5.4 million relating to customers with balances
greater than an agreed upon amount and certain accounts that Wells Fargo did
not wish to purchase. The Company will continue to provide Wells Fargo the
opportunity to purchase accounts receivable on a discount basis going forward.
The Company has provisions totaling $1 million which management believes is
sufficient to cover any loss.

F.  Inventories

Inventories are summarized as follows:

|               |  |                              |        |                  |  |   |        | 
|-------------- |  | ---------------------------- | ------ | ---------------- |  | - | ------ | 
|               |  | January 4, 2003              |        | November 2, 2002
|               |  |                              |        |                 
|               |  | (amounts shown in thousands)
|Raw materials  |  | $                            | 304    |                  |  | $ | 1,321  | 
|Finished goods |  |                              | 76,783 |                  |  |   | 74,593 | 
|               |  |                              |        |                  |  |   |        | 
|               |  | $                            | 77,087 |                  |  | $ | 75,914 | 
|               |  |                              |        |                  |  |   |        | 

G.  Income and Other Taxes

The Company has federal net operating loss carryforwards (NOL) from fiscal
years ended February 2, 2002 and earlier of approximately $33.0 million and
state NOL carryforwards of approximately $21.6 million. The amount of Mayors
subsidiarys NOL

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included in the $33.0 million is approximately $1.4 million which is
subject to the limitations of Section 382 of the U.S. Internal Revenue Code of
1986, as amended. The federal NOL carryforwards expire in years beginning in
2010 through 2020 and the state NOL carryforwards expire in years beginning in
2005 through to 2020. The change of control as a result of the equity
investment from Birks as discussed in Note A, will limit the availability of
the carryforward of these NOLs. The Company also has an alternative minimum
tax credit carryforward of approximately $1.8 million to offset future federal
income taxes. A valuation allowance has been recorded for $1.8 million and the
net deferred tax asset is zero.

During the nine week periods ended January 4, 2003 and January 5, 2002,
the Company received refunds of approximately $54,000 and $240,000,
respectively, related to overpayments of AMT tax estimates.

The Company is undergoing a Florida sales tax related audit. Management
does not expect the impact of this audit on the Companys financial condition,
results of operation and cash flows to be material due to that fact that
management believes it has recorded adequate reserves to cover these items.

Mayors subsidiarys 1994, 1995 and 1996 federal income tax returns are
currently under examination by the IRS. The impact of the IRS examination on
the Companys financial condition, results of operation, and cash flow cannot
be ascertained at this time.

H.  Related Party Transactions

On August 20, 2002, the Company closed on a gross $15.05 million equity
investment transaction with Birks. The Company incurred expenses related to the
raising of the capital of approximately $1.5 million. As consideration for the
investment, Birks received shares of Series A Convertible Preferred Stock that
upon conversion would give Birks approximately a 72% interest in Mayors. The
shares carry a cumulative annual dividend yield of $1,429,750 of which $516,299
was accrued as of January 4, 2003.

Birks also received warrants that, upon exercise, would increase Birks
interest to approximately 82%. Of the net proceeds raised of $13.55 million, a
fair value of $1.0 million has been allocated to the warrants.

For the nine weeks ended January 4, 2003, Mayors reimbursed Birks $57,000
of costs related to the management of Mayors. Also, Mayors purchased $236,000
of merchandise from Birks and Birks purchased $164,000 of merchandise from
Mayors. As of January 4, 2003, the Company had an amount of approximately
$258,000 payable to Birks for inventory and approximately $127,000 for
management services.

I.  Commitments and Contingencies

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

The Company had $9.3 million in consignment inventory as of January 4,
2003 versus $6.6 million as of November 2, 2002.

J.  Earnings per Share

The following provides a reconciliation of the basic and diluted earnings
per share amounts for the nine week periods ended January 4, 2003 and January
5, 2002:

|                                               |  |                 |            |                 |  |   |            | 
|---------------------------------------------- |  | --------------- | ---------- | --------------- |  | - | ---------- | 
|                                               |  | Nine            |            | Nine           
|Basic Earnings per Share                       |  | Weeks Ended     |            | Weeks Ended    
|(in thousands except share data)               |  | January 4, 2003 |            | January 5, 2002
|                                               |  |                 |            |                
|Net income                                     |  | $               | 4,680      |                 |  | $ | 889        | 
|Less: Preferred stock dividends                |  |                 | (516       | )               |  |   |           | 
|                                               |  |                 |            |                 |  |   |            | 
|Net income attributable to
common shareholders |  | $               | 4,164      |                 |  | $ | 889        | 
|                                               |  |                 |            |                 |  |   |            | 
|Weighted average shares                        |  |                 | 19,569,858 |                 |  |   | 19,493,222 | 
|                                               |  |                 |            |                 |  |   |            | 
|Basic earnings per
share                       |  | $               | 0.21       |                 |  | $ | 0.05       | 
|                                               |  |                 |            |                 |  |   |            | 

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|                                 |  |                 |            |                 |  |   |            | 
|-------------------------------- |  | --------------- | ---------- | --------------- |  | - | ---------- | 
|                                 |  | Nine            |            | Nine           
|Diluted Earnings per Share       |  | Weeks Ended     |            | Weeks Ended    
|(in thousands except share data) |  | January 4, 2003 |            | January 5, 2002
|                                 |  |                 |            |                
|Net income                       |  | $               | 4,680      |                 |  | $ | 889        | 
|                                 |  |                 |            |                 |  |   |            | 
|Basic weighted average shares    |  |                 | 19,569,858 |                 |  |   | 19,493,222 | 
|Dilutive potential common shares |  |                 | 62,896,941 |                 |  |   |           | 
|                                 |  |                 |            |                 |  |   |            | 
|Weighted average shares          |  |                 | 82,466,799 |                 |  |   | 19,493,222 | 
|                                 |  |                 |            |                 |  |   |            | 
|Diluted earnings per share       |  | $               | 0.06       |                 |  | $ | 0.05       | 
|                                 |  |                 |            |                 |  |   |            | 

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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, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). The discussion should be read in
conjunction with, and is qualified in its entirely by reference to the
Consolidated Condensed Financial Statements and related Notes to Consolidated
Condensed Financial Statements appearing elsewhere in this report. The
Companys actual results could differ materially from those anticipated in any
forward-looking statements as a result of certain factors set forth below and
elsewhere in this report and in the Companys Annual Report on Form 10-K for
the year ended February 2, 2002 and other reports filed with the Securities and
Exchange Commission (SEC).

The multi-faceted Restructuring Plan adopted during the fourth quarter of
fiscal 2001 included, among other significant initiatives, an infusion of
equity, the refinancing of the Companys bank debt, the closing of thirteen
unprofitable and under-performing stores, the liquidation of certain
non-performing assets and the reduction of various field and corporate costs.

The stores to be closed as part of the plan included eleven properties
outside of the Companys core Florida and Georgia marketplace, and two stores
in Florida and the termination of one lease commitment for a location that was
not built. The closing of these stores marks a significant retrenchment of the
Companys recent expansion strategy into states where Mayors does not enjoy
the brand loyalty that it has enjoyed in Florida and Georgia. All thirteen
under-performing stores were closed between March 2002 and February 2003, as
well as one additional underperforming store not included in the Restructuring
Plan. The Company is currently in negotiations to close one additional
underperforming store which is outside of the Florida and Georgia marketplace.
Two new stores were opened in November 2002 in the Companys core marketplace:
one at Merrick Park in Coral Gables, Florida and one at the Mall at Millenia in
Orlando, Florida. As of February 27, 2003, Mayors operated 29 luxury stores.

Assets earmarked for liquidation included certain unproductive
inventories, a significant portion of which were liquidated during June and
July 2002, the Companys headquarters building and associated real estate in
Sunrise, Florida, which were sold on July 12, 2002, fixed assets in the closed
stores and certain other assets.

Additionally, on August 20, 2002, Mayors closed on a gross $15.05 million
equity investment transaction with Birks. At the closing Mayors received
$10.05 million in cash and a promissory note from Birks due and paid on
September 30, 2002 for $5 million. As consideration for the $15.05 million
investment, Birks received shares of Series A Convertible Preferred Stock that
upon conversion into common stock would give Birks approximately a 72% interest
in Mayors. The investment also provides Birks with the right to appoint a
majority of the members of the Companys Board of Directors and provides
warrants to acquire additional shares which, upon exercise, would increase
Birks interest in Mayors to approximately 82%. The shares of Series A
Convertible Preferred Stock have an aggregate liquidation value of $15,050,000
and a cumulative annual dividend yield of $1,429,750, of which $516,299 was
accrued through January 4, 2003. A significant condition to the investment by
Birks was the negotiated closing of 13 unprofitable stores and the termination
of one lease commitment for a store that was not built. The Company opened two
new stores in Florida in November 2002 that the Company believes will enhance
its core market. There can be no assurance, however, that the new stores will
enhance its core markets. In connection with the equity investment transaction,
the Company incurred expenses related to the raising of the capital of $1.5
million, which have been netted against the gross proceeds. Of the net proceeds
raised of approximately $13.55 million, a fair value of $1.0 million has been
allocated to the warrants.

On May 30, 2002, the Company executed a $55 million working capital credit
facility with Fleet Retail Finance and a $12.5 million junior secured term loan
with Back Bay Capital. Both of the debt facilities had an expiration date of
May 30, 2005. The credit facilities were replaced on August 20, 2002, with a
new facility with GMAC as a member of the lending group with a maturity date of
August 20, 2005. The revolving facility line increased from $55 million to $58
million, while the term loan remained at $12.5 million. The credit agreement
contains certain conditions, including but not limited to, inventory and capital
expenditure financial covenants.

The Company believes short-term growth will come from rebuilding the
Companys presence within existing markets where Mayors has enjoyed strong
brand recognition.

As the Company refocuses on its core business, it plans to execute a
refocused merchandising strategy in its remaining 29 stores. The Company
believes that with the additional capital resources that the above mentioned
equity infusion will provide, combined with

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the improved availability under its loan facilities, as well as the direction
and support of Birks, it will be able to execute initiatives that will drive
the business toward positive comparable store sales results; there can be no
assurance, however, that such results will occur.

The retail jewelry market is particularly subject to the impact of the
level of consumer confidence and discretionary income on the type and value of
goods purchased. A second factor facing the industry is 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, which depends upon the Companys ability to effectively market
high-end watches constitutes a significant portion of Mayors business. If, for
any reason, the Company were unable to sell certain brands of watches, this
inability could have a material adverse effect on the Companys business,
financial condition and operating results. Please refer below to Item 3
Forward Looking Statements.

On January 15, 2003, the Company elected to change the date of its fiscal
year end from the closest Saturday to January 31 to the closest Saturday to
March 31. The following discussion on results of operations compares the eight
weeks ended March 30, 2002 to the nine weeks ended April 7, 2001 and the nine
weeks ended January 4, 2003 to the nine weeks ended January 5, 2002.

The Companys net sales for the eight weeks ended March 30, 2002 were
$18.2 million compared to $25.0 million for the nine weeks ended April 7, 2001.
The decrease in revenues for the eight weeks ended March 30, 2002 is primarily
due to one less week of sales included in the comparison and to the result of
merchandising and marketing constraints related to the Companys significant
reduction in available capital coupled with the continued slowdown of the
economy.

The Companys net sales for the nine weeks ended January 4, 2003 were
$36.7 million compared to $49.5 million for the nine weeks ended January 5,
2002. The decrease in revenues for the nine weeks ended January 4, 2003 is
primarily due to store closures and the off-price promotional activities in
place during the 2001 holiday season in order to raise cash, coupled with the
continued slowdown of the economy. Comparable store sales decreased 23.2% for
the nine weeks ended January 4, 2003.

Gross profit was $6.0 million, or 33.0% of net sales for the eight weeks
ended March 30, 2002 compared to $10.6 million, or 42.3% of net sales for the
nine weeks ended April 7, 2001. The decrease in gross profit as a percentage of
net sales for the eight weeks ended March 30, 2002 is primarily due to the
liquidation of slow moving and discontinued inventory at reduced margins,
primarily in the non-core market stores which were closed.

Gross profit was 40.7% for the nine weeks ended January 4, 2003 compared
to 37.9% for the nine weeks ended January 5, 2002. The increase in gross profit
as a percentage of net sales for the nine weeks ended January 4, 2003 is
primarily due to higher margin sales due to lower markdowns at the stores.

The Company believes that the opportunity exists to increase gross profit
over the next couple of years. Areas for possible gross margin improvement
include strategies to lower the cost of merchandise purchased, to increase the
sales of merchandise exclusive to the Company and to move the mix of sales
towards higher margin jewelry items. In addition, the Company expects to refine
the allocation, replenishment and management of inventory in its stores. As the
slow moving and discontinued inventory is liquidated, other direct costs such
as slow moving inventory reserves are expected to decrease. There can be no
assurance; however, that the Company will be able to increase gross profit.

Store operating and selling expenses were $7.2 million or 39.5% of net
sales for the eight weeks ended March 30, 2002 compared to $7.8 million or
31.3% of net sales for the nine weeks ended April 7, 2001. The increase in
store operating and selling expenses as a percentage of net sales for the eight
weeks ended March 30, 2002 is mainly attributable to a decline in comparable
store sales and a lack of performance in the new stores whose opening costs
were not absorbed in the percentage of sales due to low volume.

Store operating and selling expenses were $7.4 million or 20.2% of net
sales for the nine weeks ended January 4, 2003 compared to $11.4 million or
23.1% of net sales for the nine weeks ended January 5, 2002. The decrease in
store operating and selling expenses for the nine weeks ended January 4, 2003
is mainly attributable to the closing of the 13 stores as previously discussed.

General and administrative expenses were $1.6 million for the eight weeks
ended March 30, 2002 compared to $3.8 million for the nine weeks ended April
7, 2001. The decrease in general and administrative expenses for the eight
weeks ended March 30, 2002 is primarily a result of the corporate restructuring
efforts implemented in the fourth quarter of 2001 and the one week less of
operations included in the March 30, 2002 results.

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General and administrative expenses were $2.0 million for the nine weeks
ended January 4, 2003 compared to $1.9 million for the nine weeks ended January
5, 2002. The increase in general and administrative expenses for the nine weeks
ended January 4, 2003 is primarily a result of increases in directors and
officers liability insurance.

Advertising and marketing expenses were $0.6 million for the eight weeks
ended March 30, 2002 compared to $1.2 million for the nine weeks ended April 7,
2001. Advertising and marketing expenses were $0.6 million for the nine weeks
ended January 4, 2003 compared to $1.4 million for the nine weeks ended January
5, 2002. The decreases in advertising and marketing expenses are primarily
attributable to the reduced geographical focus of the marketing effort and one
less week of operations for the March 30, 2002 results.

Other charges for the eight weeks ended March 30, 2002 were $0.3 million.
These charges consist of one time charges for the consultation in the
restructuring of the Companys financing. Restructuring and other charges for
the nine weeks ended January 4, 2003 resulted in revenue of $1.0 million, due
to the reversal of previously recorded costs related to the closing of stores
in accordance with the Restructuring Plan which were negotiated at more
favorable terms than originally estimated. Other charges for the nine weeks
ended January 5, 2002 were $1.1 million. These charges consist of one time
costs for strategic cost reduction projects, non-recurring legal fees
associated with stockholder related matters and severance costs.

Depreciation and amortization expenses were $1.1 million for the eight
weeks ended March 30, 2002 compared to $1.6 million for the nine weeks ended
April 7, 2001. Depreciation and amortization expenses were $0.7 million for
the nine weeks ended January 4, 2003 compared to $1.6 million for the nine
weeks ended January 5, 2002. The decrease in depreciation and amortization
expenses is a result of the goodwill impairment writedown at the end of fiscal
2001, and the disposal and impairments of fixed assets previously located at
the corporate headquarters and the closing of stores in accordance with the
Restructuring Plan.

Interest and other income was $41,000 for the eight weeks ended March 30,
2002 compared to $14,000 for the nine weeks ended April 7, 2001. Interest and other
income was $1,000 for the nine weeks ended January 4, 2003 compared to $7,000
for the nine weeks ended January 5, 2002. Interest expense related to the
Companys working capital facility and term loan was $0.5 million for the eight
weeks ended March 30, 2002 and $0.5 million for the nine weeks ended April 7,
2001. Interest expense related to the Companys working capital facility and
term loan was $0.6 million for the nine weeks ended January 4, 2003 compared to
$0.7 million for the nine weeks ended January 5, 2002.

Liquidity and Capital Resources

As of January 4, 2003, the Company had a $58 million working capital
facility with Fleet Retail Finance and GMAC and a $12.5 million junior secured
term loan with Back Bay Capital. Both of the debt facilities have an expiration
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 inventory and accounts receivable. The
interest rate under the working capital facility is prime plus 1.5%,which was
5.75% as of February 27, 2003.

The credit facility has restrictions regarding borrowing availability. The
Company is required to decrease the collateral availability provided by the
facility by $7 million for the July to December periods and $6 million for the
January to June periods.

As of January 4, 2003, after accounting for the foregoing borrowing
restrictions, the Company had approximately $54.5 million of borrowing capacity
and, after netting the outstanding borrowings of $22.4 million and letter of
credit commitments of $750,000, the Company had an excess availability of
approximately $31 million.

The working capital facility currently contains certain financial
covenants that limit capital expenditures and require certain levels of
inventory investment. There can be no assurance that the Companys future
operating results will be sufficient to meet the requirements of the foregoing
covenants.

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.

During the eight weeks ended March 30, 2002, cash flows from operating
activities provided $4.0 million primarily related to increased collections on
accounts receivable and decreased inventory levels offset by a decrease in
accounts payable. During the nine weeks ended January 4, 2003, cash flows from
operating activities provided $6.4 million in cash primarily due to net income
of $4.7 million and the increase in accounts payable and partially accrued
expenses offset by increases in accounts receivable and inventory.

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The Companys business is highly seasonal. Consequently, seasonal working
capital needs peak in October and November, before the holiday shopping season.

Net cash used for investing purposes was $0.2 million for the eight week
period ended March 30, 2002 and related to capital expenditures. Net cash used
in investing activities was $1.0 million during the nine weeks ended January 4,
2003, primarily for construction for the two new stores.

Net cash used in financing activities was $4.1 million for the eight week
period ended March 30, 2002 and related primarily to net paydowns of the
Companys credit facility offset by borrowings under the Companys credit
facility. Net cash used in financing activities was $5.3 million during the
nine weeks ended January 4, 2003 primarily due to net paydowns under the credit
facility offset by borrowings under the Companys credit facility.

The accompanying consolidated condensed financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred recurring losses from continuing operations and certain
vendors had expressed concerns about the Companys financial condition.

The consolidated condensed financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. While
there can be no assurance thereof, management of the Company believes that the
new relationship with Birks as well as the new secured debt financing will
alleviate this situation.

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 below.

Provision 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.

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Item 3.Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risks

The disclosure in the Annual Report on Form 10-K filed May 20, 2002 is
incorporated by reference herein. The Company does not believe that the risk
related to interest rate changes is materially different than it was at the
date of the referenced report.

Forward-Looking Statements

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 statements are made as of the date
provided, and the Company assumes no obligation to update any forward-looking
statements to reflect future developments or circumstances.

One should carefully evaluate such statements by referring to the factors
described in the Companys filings with the SEC, especially on Forms 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 for the year ended February 2, 2002 and Item 2 of this Form 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. 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.




Item 4.Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures:

Within the 90 days prior to the date of this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our 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 our disclosure controls and procedures were
effective as of the date of their evaluation in timely alerting them to
material information relating to our company (including our consolidated
subsidiaries) required to be included in reports we file or submit under the
Exchange Act.

(b)  Changes in Internal Controls

There were no significant changes in our internal controls or in other
factors that could significantly affect such internal controls subsequent to
the date of our most recent evaluation.

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PART II:  OTHER INFORMATION




Item 2.Changes in Securities and Use of Proceeds

On August 20, 2002, Mayors Jewelers, Inc. sold 15,050 shares of Series A
convertible preferred stock to Henry Birks & Sons Inc. As consideration,
Mayors received $15,050,000 in cash. Exemption from registration for these
securities is in accordance with Section 4(2) of the Securities Act of 1933.
Each share of preferred stock is convertible into 3,333.33 shares of common
stock.




Item 6.Exhibits and Reports on Form 8-K

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

|     |  |                                                                                            
|---- |  | -------------------------------------------------------------------------------------------
|99.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|     |  |                                                                                            
|99.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

(b)  Reports on Form 8-K:

| |                                                                                                                                                                                                                                                                                                   | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | During the eight week period ended March 30, 2002, the Registrant filed a
Current Report on Form 8-K dated March 13, 2002 in which the Company
disclosed under Item 5 the appointment of Joe Cicio as the Companys new
Chief Executive Officer and filed under Item 7 the related press release.
|
| | The Registrant filed a Current
Report on Form 8-K dated January 29, 2003 in which the
Company disclosed under Item 8 the change in its fiscal year-end.                                                                                                                                          

Items 1, 3, 4 and 5 of Part II of this Form 10-Q have been omitted because the
items are not applicable or the answer thereto is in the negative.

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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
|                        |                        |                           
|                        |                        | Chief Executive Officer   
|                        |                        |                           
|                        | By:                    | /s/ John Ball             
|                        |                        |                           
|                        |                        | Chief Financial Officer   
|Date: February 27, 2003 |                        |                           

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CERTIFICATION

I, Thomas A. Andruskevich, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Mayors Jewelers,
Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

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

4.  The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

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

5.  The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

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

Date: February 27, 2003

/s/ Thomas A. Andruskevich




Thomas A. Andruskevich
Chief Executive Officer


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CERTIFICATION

I, John Ball, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Mayors Jewelers,
Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

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

4.  The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

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

5.  The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

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

Date: February 27, 2003

/s/ John Ball




John Ball
Chief Financial Officer


28