##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Thirteen Weeks Ended November 3, 2001

Commission File Number 1-9647

MAYORS JEWELERS, INC.

---

(Exact name of registrant as specified in its charter)


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

14051 N.W. 14TH STREET, SUNRISE, FLORIDA 33323

---

(Address of principal executive offices) (Zip Code)


(954) 846-2709

---

(Registrants telephone number, including area code)


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

YES (BOX WITH AN X) NO (EMPTY BALLOT BOX)

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

19,490,418 SHARES ($.0001 PAR VALUE)
AS OF DECEMBER 14, 2001





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TABLE OF CONTENTS



|                                               |                                                                                              |  |  |  |  |  |  | 
|---------------------------------------------- | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION                 
|                                               | Item 1. Consolidated Condensed Financial Statements                                         
|                                               | CONSOLIDATED CONDENSED BALANCE SHEETS  UNAUDITED                                           
|                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  UNAUDITED                                 
|                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  UNAUDITED                                 
|                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS  UNAUDITED                                 
|                                               | 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 6. Exhibits and Reports on Form 8-K                                                    
|PART II: OTHER INFORMATION                    
|Employment Agreement 10-26-2001 David Boudreau
|Employment Agreement 10-26-2001 Marc Weinstein
|Employment Agreement 10-26-2001 Isaac Arguetty



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##### Table of Contents



FORM 10-Q
QUARTERLY REPORT

THIRTEEN WEEKS ENDED NOVEMBER 3, 2001

TABLE OF CONTENTS

|                              |                                                                                                                       |                                                                 |                                                         |       |  |     | 
|----------------------------- | --------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------------- | ----- |  | --- | 
|PART I: FINANCIAL INFORMATION |                                                                                                                       | Page No.                                                       
|                              |                                                                                                                       |                                                                
|                              |                                                                                                                       | Item 1. Consolidated Condensed Financial Statements  Unaudited |                                                         |       |  |    
|                             
|                             
|                             
|                             
|                              |                                                                                                                       |                                                                 | A. Consolidated Condensed Balance Sheets                |       |  | 3   | 
|                             
|                             
|                             
|                             
|                              |                                                                                                                       |                                                                 | B. Consolidated Condensed Statements of Operations      |       |  | 4-5 | 
|                             
|                             
|                             
|                             
|                              |                                                                                                                       |                                                                 | C. Consolidated Condensed Statements of Cash Flows      |       |  | 6-7 | 
|                             
|                             
|                             
|                             
|                              |                                                                                                                       |                                                                 | D. Notes to Consolidated Condensed Financial Statements |       |  | 8-9 | 
|                             
|                             
|                             
|                             
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                         |                                                                 |                                                         | 10-12 | 
|                             
|                             
|                             
|                             
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risks                                                   |                                                                 |                                                         | 13    | 
|                             
|                             
|                             
|                             
|PART II: OTHER INFORMATION    |                                                                                                                       |                                                                 |                                                         |      
|                             
|                             
|                             
|                             
|                              | Items 1, 2, 3, 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                                                                              |                                                                 |                                                         | 14    | 

2



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##### Table of Contents






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)

|                                                                                                                      |                                            |                                      |         |         |             |   |             |         |  |  | 
|--------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ------- | ------- | ----------- | - | ----------- | ------- |  |  | 
|                                                                                                                      |                                            |                                      |         |         | November 3, |   | February 3,
|                                                                                                                      |                                            |                                      |         |         | 2001        |   | 2001       
|                                                                                                                      |                                            |                                      |         |         |             |   |            
|                                                                                                                      |                                            |                                      | ASSETS  |         |             |   |             |         |  |  | 
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Current Assets:                                                                                                       |                                            |                                      |         |         |             |   |             |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Cash and cash equivalents                                                                                             |                                            | $                                    | 2,748   |         |             | $ | 1,363       |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Accounts receivable, net of allowance for doubtful
accounts of $1,233 and $1,403, respectively                        |                                            |                                      | 29,483  |         |             |   | 34,974      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Inventories                                                                                                           |                                            |                                      | 107,290 |         |             |   | 107,674     |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Other current assets                                                                                                  |                                            |                                      | 10,120  |         |             |   | 10,913      |        
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total current assets                       |                                      |         | 149,641 |             |   |             | 154,924 | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|Property, net                                                                                                         |                                            |                                      | 46,243  |         |             |   | 42,651      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Goodwill                                                                                                              |                                            |                                      | 22,750  |         |             |   | 24,204      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Other assets                                                                                                          |                                            |                                      | 2,527   |         |             |   | 2,273       |        
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total non-current assets                   |                                      |         | 71,520  |             |   |             | 69,128  | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total assets                               |                                      | $       | 221,161 |             |   | $           | 224,052 | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      |                                            | LIABILITIES AND STOCKHOLDERS EQUITY |         |         |             |   |             |         |  | 
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Current Liabilities:                                                                                                  |                                            |                                      |         |         |             |   |             |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Accounts payable                                                                                                      |                                            | $                                    | 17,035  |         |             | $ | 14,039      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Accrued expenses and other current liabilities                                                                        |                                            |                                      | 10,866  |         |             |   | 11,374      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Short-term portion of long-term debt                                                                                  |                                            |                                      | 68,062  |         |             |   |            |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Net liabilities of discontinued operations                                                                            |                                            |                                      |        |         |             |   | 4,839       |        
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total current liabilities                  |                                      |         | 95,963  |             |   |             | 30,252  | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|Long-term debt                                                                                                        |                                            |                                      |        |         |             |   | 44,390      |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Other long-term liabilities                                                                                           |                                            |                                      | 6,750   |         |             |   | 5,151       |        
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total long-term liabilities                |                                      |         | 6,750   |             |   |             | 49,541  | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|Stockholders Equity:                                                                                                 |                                            |                                      |         |         |             |   |             |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Common stock, $.0001 par value, 50,000,000 shares authorized,
29,474,372 and 29,210,886 shares issued and outstanding |                                            |                                      | 3       |         |             |   | 3           |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Additional paid-in capital                                                                                            |                                            |                                      | 194,477 |         |             |   | 193,821     |        
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Accumulated deficit                                                                                                   |                                            |                                      | (46,632 | )       |             |   | (20,165     | )      
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Less: 9,983,954 shares of treasury stock, at cost                                                                     |                                            |                                      | (29,400 | )       |             |   | (29,400     | )      
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total stockholders equity                 |                                      |         | 118,448 |             |   |             | 144,259 | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        
|                                                                                                                      | Total liabilities and stockholders equity |                                      | $       | 221,161 |             |   | $           | 224,052 | 
|                                                                                                                      |                                            |                                      |         |         |             |   |             |        

See notes to consolidated condensed financial statements.

3



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

|                                                        |  |                  |            |                  |  |   |            |  
|------------------------------------------------------- |  | ---------------- | ---------- | ---------------- |  | - | ---------- | -
|                                                        |  | Thirteen         |            | Thirteen        
|                                                        |  | Weeks Ended      |            | Weeks Ended     
|                                                        |  | November 3, 2001 |            | October 28, 2000
|                                                        |  |                  |            |                 
|Net sales                                               |  | $                | 33,881     |                  |  | $ | 36,615     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Cost of sales                                           |  |                  | 21,124     |                  |  |   | 21,359     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Gross profit                                            |  |                  | 12,757     |                  |  |   | 15,256     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Store operating and selling expenses                    |  |                  | 14,134     |                  |  |   | 10,665     |  
|                                                       
|                                                       
|                                                       
|                                                       
|General and administrative expenses                     |  |                  | 2,458      |                  |  |   | 4,378      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Advertising and marketing expenses                      |  |                  | 3,324      |                  |  |   | 2,174      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Other charges                                           |  |                  | 63         |                  |  |   |           |  
|                                                       
|                                                       
|                                                       
|                                                       
|Depreciation and amortization                           |  |                  | 2,474      |                  |  |   | 2,063      |  
|                                                        |  |                  |            |                  |  |   |            |  
|                                                        |  |                  | 22,453     |                  |  |   | 19,280     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Operating loss                                          |  |                  | (9,696     | )                |  |   | (4,024     | )
|                                                       
|                                                       
|                                                       
|                                                       
|Interest and other income                               |  |                  | 3          |                  |  |   | 12         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Interest expense                                        |  |                  | (1,119     | )                |  |   | (975       | )
|                                                        |  |                  |            |                  |  |   |            |  
|Net loss                                                |  | $                | (10,812    | )                |  | $ | (4,987     | )
|                                                        |  |                  |            |                  |  |   |            |  
|Weighted average shares outstanding
(basic and diluted) |  |                  | 19,488,919 |                  |  |   | 19,295,060 |  
|                                                       
|                                                       
|                                                       
|                                                       
|Basic and diluted loss per share                        |  | $                | (0.55      | )                |  | $ | (0.26      | )

See notes to consolidated condensed financial statements.

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##### Table of Contents






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

|                                                        |  |                  |            |                  |  |   |            |  
|------------------------------------------------------- |  | ---------------- | ---------- | ---------------- |  | - | ---------- | -
|                                                        |  | Thirty-Nine      |            | Thirty-Nine     
|                                                        |  | Weeks Ended      |            | Weeks Ended     
|                                                        |  | November 3, 2001 |            | October 28, 2000
|                                                        |  |                  |            |                 
|Net sales                                               |  | $                | 105,321    |                  |  | $ | 111,857    |  
|                                                       
|                                                       
|                                                       
|                                                       
|Cost of sales                                           |  |                  | 64,470     |                  |  |   | 64,894     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Gross profit                                            |  |                  | 40,851     |                  |  |   | 46,963     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Store operating and selling expenses                    |  |                  | 36,811     |                  |  |   | 30,210     |  
|                                                       
|                                                       
|                                                       
|                                                       
|General and administrative expenses                     |  |                  | 11,596     |                  |  |   | 12,518     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Advertising and marketing expenses                      |  |                  | 6,920      |                  |  |   | 5,673      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Other charges                                           |  |                  | 1,795      |                  |  |   |           |  
|                                                       
|                                                       
|                                                       
|                                                       
|Depreciation and amortization                           |  |                  | 7,405      |                  |  |   | 5,716      |  
|                                                        |  |                  |            |                  |  |   |            |  
|                                                        |  |                  | 64,527     |                  |  |   | 54,117     |  
|                                                        |  |                  |            |                  |  |   |            |  
|Operating loss                                          |  |                  | (23,676    | )                |  |   | (7,154     | )
|                                                       
|                                                       
|                                                       
|                                                       
|Interest and other income                               |  |                  | 30         |                  |  |   | 59         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Interest expense                                        |  |                  | (2,822     | )                |  |   | (2,165     | )
|                                                        |  |                  |            |                  |  |   |            |  
|Net loss                                                |  | $                | (26,468    | )                |  | $ | (9,260     | )
|                                                        |  |                  |            |                  |  |   |            |  
|Weighted average shares outstanding
(basic and diluted) |  |                  | 19,387,453 |                  |  |   | 19,722,037 |  
|                                                       
|                                                       
|                                                       
|                                                       
|Basic and diluted loss per share                        |  | $                | (1.37      | )                |  | $ | (0.47      | )

See notes to consolidated condensed financial statements.

5



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##### Table of Contents






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

|                                                       |                                                     |   |                  |          |                  |   |         |          |  
|------------------------------------------------------ | --------------------------------------------------- | - | ---------------- | -------- | ---------------- | - | ------- | -------- | -
|                                                       |                                                     |   | Thirty-Nine      |          | Thirty-Nine     
|                                                       |                                                     |   | Weeks Ended      |          | Weeks Ended     
|                                                       |                                                     |   | November 3, 2001 |          | October 28, 2000
|                                                       |                                                     |   |                  |          |                 
|Cash flows from operating activities:                  |                                                     |   |                  |          |                  |   |         |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Cash received from customers                        |   | $                | 110,812  |                  |   | $       | 110,003  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Cash paid to suppliers and employees                |   |                  | (118,108 | )                |   |         | (138,025 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Interest and other income received (paid)           |   |                  | (2,792   | )                |   |         | 227      |  
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Net cash used in continuing operations                 |                                                     |   | (10,088          | )        |                  |   | (27,795 | )       
|                                                      
|                                                      
|                                                      
|                                                      
|Net cash (used in) provided by discontinued operations |                                                     |   | (4,839           | )        |                  |   | 8,217   |         
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Net cash used in operating activities                  |                                                     |   | (14,927          | )        |                  |   | (19,578 | )       
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Cash flows from investing activities:                  |                                                     |   |                  |          |                  |   |         |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Capital expenditures                                |   |                  | (9,239   | )                |   |         | (14,451  | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from sale of fixed assets                  |   |                  | 16       |                  |   |         | 19       |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Investment in Mayors, net of cash acquired in 1998 |   |                  |         |                  |   |         | 423      |  
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Net cash used in investing activities                  |                                                     |   | (9,223           | )        |                  |   | (14,009 | )       
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Cash flows from financing activities:                  |                                                     |   |                  |          |                  |   |         |         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from sale of employee stock plans          |   |                  | 657      |                  |   |         | 1,543    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Purchase of treasury stock                          |   |                  |         |                  |   |         | (5,239   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Cash paid to former Mayors shareholders            |   |                  |         |                  |   |         | (5,095   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Repayment of capital lease                          |   |                  |         |                  |   |         | (190     | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Borrowings under line of credit                     |   |                  | 142,295  |                  |   |         | 295,165  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Line of credit repayments                           |   |                  | (118,623 | )                |   |         | (255,206 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payment of commitment fee related to line of credit |   |                  | (392     | )                |   |         |         |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other                                               |   |                  | 1,598    |                  |   |         | 1,940    |  
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Net cash provided by financing activities              |                                                     |   | 25,535           |          |                  |   | 32,918  |         
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Net increase (decrease) in cash and cash equivalents   |                                                     |   | 1,385            |          |                  |   | (669    | )       
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents at beginning of period       |                                                     |   | 1,363            |          |                  |   | 1,049   |         
|                                                       |                                                     |   |                  |          |                  |   |         |         
|Cash and cash equivalents at end of period             |                                                     | $ | 2,748            |          |                  | $ | 380     |         
|                                                       |                                                     |   |                  |          |                  |   |         |         

(continued)

6



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##### Table of Contents



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

|                                                                            |                                |                                     |                           |   |                  |       |                  |   |       |         |  
|--------------------------------------------------------------------------- | ------------------------------ | ----------------------------------- | ------------------------- | - | ---------------- | ----- | ---------------- | - | ----- | ------- | -
|                                                                            |                                |                                     |                           |   | Thirty-Nine      |       | Thirty-Nine     
|                                                                            |                                |                                     |                           |   | Weeks Ended      |       | Weeks Ended     
|                                                                            |                                |                                     |                           |   | November 3, 2001 |       | October 28, 2000
|                                                                            |                                |                                     |                           |   |                  |       |                 
|Reconciliation of net loss to net cash used in operating
activities:        |                                |                                     |                           |   |                  |       |                  |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net loss                                                                    |                                | $                                   | (26,468                   | ) |                  | $     | (9,260           | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to net cash used in
operating activities: |                                |                                     |                           |   |                  |       |                  |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                | Depreciation and amortization       |                           |   | 7,405            |       |                  |   | 5,716 |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                | Provision for doubtful accounts     |                           |   | 2,153            |       |                  |   | 790   |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | (Increase) decrease in assets: |                                     |                           |   |                  |       |                  |   |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                |                                     | Accounts receivable (net) |   |                  | 3,338 |                  |   |       | (528    | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                |                                     | Inventories               |   |                  | 384   |                  |   |       | (27,952 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                |                                     | Other                     |   |                  | 611   |                  |   |       | 365     |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                | Increase (decrease) in liabilities: |                           |   |                  |       |                  |   |       |        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                |                                     | Accounts payable          |   |                  | 2,996 |                  |   |       | 3,451   |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                |                                     | Accrued expenses          |   |                  | (507  | )                |   |       | (377    | )
|                                                                            |                                |                                     |                           |   |                  |       |                  |  
|Net cash used in continuing operations                                      |                                |                                     | (10,088                   | ) |                  |       | (27,795          | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net cash (used in) provided by discontinuing operations                     |                                |                                     | (4,839                    | ) |                  |       | 8,217            |  
|                                                                            |                                |                                     |                           |   |                  |       |                  |  
|Net cash used in operating activities                                       |                                | $                                   | (14,927                   | ) |                  | $     | (19,578          | )
|                                                                            |                                |                                     |                           |   |                  |       |                  |  

(concluded)

See notes to consolidated condensed financial statements.

7



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

A. Basis of Presentation

The Companys consolidated condensed financial statements as of November
3, 2001 and for the thirteen and thirty-nine week periods ended November 3,
2001 and October 28, 2000 have not been audited by certified public
accountants, but in the opinion of management of Mayors Jewelers, Inc. and
subsidiaries (the Company or Mayors) reflect all adjustments (which
include only normal recurring accruals) necessary to present fairly the
financial position, results of operations and cash flows for those periods.
Results of the thirteen and thirty-nine week periods ended November 3, 2001 and
October 28, 2000 are not necessarily indicative of annual results because of
the seasonality of the Companys business.

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

B. Inventories

Inventories are summarized as follows:

|                                                                                  |                |   |                              |        |                  |   |         |       |             |   |         |        |  |   |        |        | 
|--------------------------------------------------------------------------------- | -------------- | - | ---------------------------- | ------ | ---------------- | - | ------- | ----- | ----------- | - | ------- | ------ |  | - | ------ | ------ | 
|                                                                                  |                |   | November 3, 2001             |        | February 3, 2001
|                                                                                  |                |   |                              |        |                 
|                                                                                  |                |   | (amounts shown in thousands)
|                                                                                  |                |   | Company                      |        | Held on          |   | Company |       | Held on    
|                                                                                  |                |   | Owned                        |        | Consignment      |   | Owned   |       | Consignment
|                                                                                  |                |   |                              |        |                  |   |         |       |            
|Precious and semi-precious
gem jewelry-related merchandise
(and associated gold): |                |   |                              |        |                  |   |         |       |             |   |         |        |  |   |        |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Raw materials  |   | $                            | 751    |                  |   | $       |      |             |   | $       | 636    |  |   | $      |       | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Finished goods |   |                              | 67,998 |                  |   |         | 8,507 |             |   |         | 67,551 |  |   |        | 15,827 | 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Watches                                                                           |                |   | 34,804                       |        |                  |   | 940     |       |             |   | 35,810  |        |  |   | 551    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Other consumer products                                                           |                |   | 3,737                        |        |                  |   | 63      |       |             |   | 3,677   |        |  |   | 469    |       
|                                                                                  |                |   |                              |        |                  |   |         |       |             |   |         |        |  |   |        |       
|                                                                                  |                | $ | 107,290                      |        |                  | $ | 9,510   |       |             | $ | 107,674 |        |  | $ | 16,847 |       
|                                                                                  |                |   |                              |        |                  |   |         |       |             |   |         |        |  |   |        |       

C. Income Taxes

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

The Mayors division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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D. Legal Proceedings

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

E. Supplemental Information of Noncash Activities

The Statement of Cash Flows for the thirty-nine weeks ended November 3,
2001 does not include a capital lease obligation entered into by the Company of
$54,000.

F. Classification of Debt

The Company currently has an $80 million working capital facility with its
bank group which expires on July 28, 2003. Availability under this facility is
determined based upon a percentage formula applied to inventory and accounts
receivable. This working capital facility was amended in September 2001 after
the Companys second quarter of Fiscal 2001 operating performance caused it to
fail to comply with certain financial covenants of the facility. At that time
the facility was amended to waive all financial covenants for the second
quarter as well as the remainder of Fiscal 2001. As consideration for this
amendment, the Company agreed to increase the interest margin to LIBOR plus
4.00% or the banks adjusted rate plus 2.75%. The rate on the facility as of
November 3, 2001 was 6.2%. Further, the Company agreed to restrictions
regarding borrowing availability, which included requiring the Company to
provide the bank group with an $8 million cushion on the greater of collateral
availability or the $80 million cap defined in the facility. As of November
3, 2001, after accounting for these restrictions, the Company had approximately
$1.8 million of borrowing capacity available with $2.7 million in cash and cash
equivalents and an outstanding balance under the facility of $68.1 million.
Other facility fees include a commitment fee of .25% of the unused line balance
as well as 2.5% of aggregate amounts of outstanding letters of credit, of which
the Company had $745,000 as of November 3, 2001. The agreement also currently
contains financial covenants that limit capital expenditures, limit incurring
of additional debt and prohibit payment of dividends. The Company and its bank
group will meet to restructure the Loan Agreement during the first quarter of
Fiscal 2002. Successful restructuring of this Loan Agreement or obtaining
alternative financing and continued support from the vendor community will be
critical to the Companys ability to fund future debt requirements and working
capital needs.

G. Recent Accounting Pronouncements

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

In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 (SFAS 143), Accounting for Asset Retirement Obligations. This
Statement requires capitalizing any retirement costs as part of the total cost
of the related long-lived asset and subsequently allocating the total expense
to future periods using a systematic and rational method. Adoption of this
Statement is required for fiscal years beginning after June 15, 2002. The
Company has not determined the impact of this Statement on its financial
position and results of operations.

In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of
Long-Lived Assets. This Statement supersedes Statement No. 121 but retains
many of its fundamental provisions. Additionally, this Statement expands the
scope of discontinued operations to include more disposal transactions. The
provisions of this Statement are effective for financial statements issued for
fiscal years beginning after December 15, 2001. The Company has not determined
the impact of this Statement on its financial position and results of
operations.

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ITEM 2

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

Results of Operations

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

The Company currently operates 41 Mayors luxury jewelry stores in nine
states. The current economic recession has been a dominant factor in
evaluating Mayors current financial condition and results of operations.
Within that framework, the Company is currently reviewing strategies to enhance
revenues and achieve expense savings in the Mayors business. These include
but are not limited to efforts to exit unprofitable stores, to reduce and
better balance inventory levels, to reduce the amount of discontinued inventory
in stock and replace it with current merchandise, to increase inventory turns
and to cut both corporate and store level expenses. The Company anticipates
that this review will be completed in the fourth quarter of Fiscal 2001 and
could result in material impairment of certain long-term
assets such as goodwill, corporate fixed assets and capitalized store
construction costs and allowances. Accordingly, significant charges related to
decisions made during this process could be recorded in the fourth quarter
Fiscal 2001 financial statements.

The Companys net sales for the thirteen and thirty-nine weeks ended
November 3, 2001 were $33.9 million and $105.3 million, respectively, compared
to $36.6 million and $111.9 million, respectively, for the thirteen and
thirty-nine weeks ended October 28, 2000. The decrease in revenues for the
thirteen and thirty-nine weeks ended November 3, 2001 primarily is due to the current
economic recession and the tragic events of September 11th. Comparable store
sales decreased 15.9% and 14.6% for the thirteen and thirty-nine weeks ended
November 3, 2001, respectively. The current retail environment is expected to
negatively impact sales performance for the remainder of Fiscal 2001 and
possibly well into Fiscal 2002.

During the past two years, the Company has expanded Mayors into a
national luxury jeweler by opening new stores outside of its Florida and
Georgia marketplace. Profitability in these stores has been impacted by
factors including the following: (i) The retail jewelry market is particularly
subject to the level of consumer discretionary income and has been negatively
impacted by the current economic environment; (ii) Competition both within the
luxury goods retail industry and with other competing general and specialty
retailers and discounters has increased; and (iii) The superior watch brands
business comprises a significant portion of the Mayors business, which is a
result of the Companys ability to effectively market high-end watches. The
Companys sales results in those stores outside its traditional markets in
Florida and Georgia have been adversely impacted because significant current
watch vendor distribution agreements do not permit the Company to market their
products in these new locations.

Gross profit was 37.7% and 38.8% for the thirteen and thirty-nine weeks
ended November 3, 2001, respectively, compared to 41.7% and 42.0% for the
thirteen and thirty-nine weeks ended October 28, 2000, respectively. The
decrease in gross profit for the thirteen and thirty-nine weeks ended November
3, 2001 is mainly attributable to the liquidation of $2.8 million of aged and
underperforming inventories during the periods. A $119,000 loss was realized
on these liquidations. The Company anticipates this liquidation of inventory
activity will continue throughout the remainder of Fiscal 2001 and into Fiscal
2002 as the Company seeks to maximize the performance of its inventory
investment. Apart from these inventory initiatives, the Company believes there
is opportunity to increase gross profit in future years through sales and
purchasing efficiencies and merchandise management programs that improve
initial markup and inventory management. Areas for gross margin improvement
include strategies to purchase merchandise at a lower cost and to adjust the
mix of sales towards higher margin jewelry items.

Store operating and selling expenses were $14.1 million or 41.7% of net
sales and $36.8 million or 35.0% of net sales for the thirteen and thirty-nine
weeks ended November 3, 2001, respectively, compared to $10.7 million or 29.1%
of net sales and $30.2 million or 27.0% of net sales for the thirteen and
thirty-nine weeks ended October 28, 2000, respectively. The increase in store
operating and selling expenses for the thirteen and thirty-nine weeks ended
November 3, 2001 is mainly attributable to expenses related to the new stores,
such as store payroll and rent. The Company currently is reviewing
opportunities to reduce these expenses. The Company believes it has very well
executed front end operations in its Mayors stores which includes highly
professional, trained associates. Also, the Company believes that the elegance
of the Mayors stores helps set the business apart from other jewelers and adds
to the experience of shopping in a Mayors store.

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General and administrative expenses were $2.5 million or 7.3% of net sales
and $11.6 million or 11.0% of net sales for the thirteen and thirty-nine weeks
ended November 3, 2001, respectively, compared to $4.4 million or 12.0% of net
sales and $12.5 million or 11.2% of net sales for the thirteen and thirty-nine
weeks ended October 28, 2000, respectively. The decrease in general and
administrative expenses for the thirteen and thirty-nine weeks ended November
3, 2001 is primarily due to a reduction in back office staff as the Company
seeks to fit its overhead structure to its current revenue base. During the
thirteen weeks ended May 5, 2001, the Company began a cost restructuring and
operating processes assessment project in order to properly size the corporate
infrastructure to the current business requirements. Implementation of these
restructuring initiatives commenced in the second quarter of Fiscal 2001 and
has continued since that time. Management believes that it can achieve
long-term general and administrative savings when this cost restructuring
initiative is fully implemented.

Advertising and marketing expenses were $3.3 million and $6.9 million for
the thirteen and thirty-nine weeks ended November 3, 2001, respectively,
compared to $2.2 million and $5.7 million for the thirteen and thirty-nine
weeks ended October 28, 2000, respectively. The increase in advertising and
marketing expenses are primarily attributable to payments for direct mail watch
and bridal catalogs, net of payments to develop a new brand identity last year.

Other charges for the thirteen and thirty-nine weeks ended November 3,
2001 were $63,000 and $1.8 million, respectively. These charges include
professional fees and severance related to the aforementioned cost
restructuring and operating processes assessment project, as well as costs
incurred as part of the strategic alternative review process with investment
bankers and non-recurring legal fees associated with shareholder related
matters. As the Company continues to review all of its strategic alternatives
and restructure its expenses, other charges in future periods will increase
significantly.

Depreciation and amortization expenses were $2.5 million and $7.4 million
for the thirteen and thirty-nine weeks ended November 3, 2001, respectively,
compared to $2.1 million and $5.7 million for the thirteen and thirty-nine
weeks ended October 28, 2000, respectively. The increase in depreciation and
amortization expenses for the thirteen and thirty-nine weeks ended November 3,
2001 is a result of the capital expenditures associated with the construction
of new and remodeled stores.

Interest and other income was $3,000 and $30,000 for the thirty-nine weeks
ended November 3, 2001 compared to $12,000 and $59,000 for the thirteen and
thirty-nine weeks ended October 28, 2000, respectively. Interest expense
related to the Companys working capital facility was $1.1 million and $2.8
million for the thirteen and thirty-nine weeks ended November 3, 2001,
respectively, compared to $1.0 million and $2.2 million for the thirteen and
thirty-nine weeks ended October 28, 2000, respectively.

Liquidity and Capital Resources

The Company currently has an $80 million working capital facility with its
bank group which expires on July 28, 2003. Availability under this facility is
determined based upon a percentage formula applied to inventory and accounts
receivable. This working capital facility was amended in September 2001 after
the Companys second quarter of Fiscal 2001 operating performance caused it to
fail to comply with certain financial covenants of the facility. At that time
the facility was amended to waive all financial covenants for the second
quarter as well as the remainder of Fiscal 2001. As consideration for this
amendment, the Company agreed to increase the interest margin to LIBOR plus
4.00% or the banks adjusted rate plus 2.75%. The rate on the facility as of
November 3, 2001 was 6.2%. Further, the Company agreed to restrictions
regarding borrowing availability, which included requiring the Company to
provide the bank group with an $8 million cushion on the greater of collateral
availability or the $80 million cap defined in the facility. As of November
3, 2001, after accounting for these restrictions, the Company had approximately
$1.8 million of borrowing capacity available with $2.7 million in cash and cash
equivalents and an outstanding balance under the facility of $68.1 million.
Other facility fees include a commitment fee of .25% of the unused line balance
as well as 2.5% of aggregate amounts of outstanding letters of credit, of which
the Company had $745,000 as of November 3, 2001. The agreement also currently
contains financial covenants that limit capital expenditures, limit incurring
of additional debt and prohibit payment of dividends. The Company and its bank
group will meet to restructure the Loan Agreement during the first quarter of
Fiscal 2002. Successful restructuring of this Loan Agreement or obtaining
alternative financing and continued support from the vendor community will be
critical to the Companys ability to fund future debt requirements and working
capital needs.

During the thirty-nine weeks ended November 3, 2001, net cash used in
operating activities was $14.9 million compared to $19.6 million during the
thirty-nine weeks ended October 28, 2000. The decrease in net cash used in
operating activities is primarily related to the Companys efforts to reduce
and better balance inventory levels as well as a reduced working capital
requirement resulting from the closing of Fiscal 2000s Discontinued Sams Club
operations. However, the continued net use of cash to fund operating losses
restricts the Companys working capital availability. Net cash provided by
financing activities was $25.5
million during the thirty-nine weeks ended November 3, 2001 compared to $32.9
million during the thirty-nine weeks ended October 28, 2000. The decrease in
net

11



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##### Table of Contents



cash provided by financing activities is primarily related to fewer net
borrowings under the line of credit, net of cash paid to former Mayors
shareholders and the purchase of treasury stock last year.

Net cash used in investing activities was $9.2 million during the
thirty-nine weeks ended November 3, 2001 compared to $14.0 million during the
thirty-nine weeks ended October 28, 2000. Net cash used in investing
activities is primarily related to capital expenditures associated with new and
remodeled Mayors locations. The Company has opened seven new Mayors stores
during 2001. Currently, the Company has committed to open two new stores in
Florida in 2002. Management estimates that the Companys cash requirements
will be approximately $4.2 million for each new store, with approximately $1.2
million (after consideration of lease concessions from landlords) related to
leasehold improvements, fixtures, point of sale terminals and other equipment
in the stores, and approximately $3 million related to incremental accounts
receivable and inventory investment, net of incremental accounts payable.
Currently, the Company also is reviewing strategies that would include exiting
unprofitable stores. As the Company finalizes decisions regarding the closing
of unprofitable stores, it will reserve in its financial statements the net
book value of the unamortized depreciation of fixed assets, unamortized
landlord allowances and estimated lease related costs to exit. These amounts
could be significant and could be recorded as early as the fourth quarter of
Fiscal 2001. As of November 3, 2001, the timing and costs associated with
these initiatives are not possible to accurately measure or predict. The
Company also estimates it will make back office capital expenditures of
approximately $.5 million during the remainder of Fiscal 2001, primarily for
operating software upgrades, as well as other management information system
enhancements.

The Company believes that its cash on hand, projected cash from
operations, current vendor credit terms and availability under the current
working capital facility will be sufficient to meet its anticipated working
capital and capital expenditure needs for the remainder of Fiscal 2001;
however, in light of current economic trends there can be no assurance that the
Companys future operating results and financing activities,
including the anticipated restructuring of its working capital
facility, will be sufficient
to sustain Fiscal 2002 and all other future debt service and working capital
needs.

12



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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures About Market Risks

Interest Rate Risks

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

Forward-Looking Statements and Cautionary Factors That May Affect Future Results

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

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

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

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

The Company has opened seven new Mayors stores in 2001. Though reduced
in scope to two stores for Fiscal 2002, the Company considers its Mayors
expansion program to be part of its future plans. However, there can be no
assurance that the Company will be able to find favorable store locations,
negotiate favorable leases, hire and train new store and account managers, and
integrate the new stores in a manner that will allow the Company to meet its
expansion program. Conditions outside the Companys control, such as adverse
weather conditions affecting construction schedules, unavailability of
materials, labor disputes and similar issues also could impact anticipated
store openings. Also, certain name brand products, such as new Rolex watches,
currently will not be sold in new locations outside of Florida and Georgia.

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

13



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ITEM 6. Exhibits and Reports on Form 8-K



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



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | 10.1 Employment Agreement dated as of October 26, 2001 between the Company and David Boudreau
|
| | 10.2 Employment Agreement dated as of October 26, 2001 between the Company and Marc Weinstein
|
| | 10.3 Employment Agreement dated as of October 26, 2001 between the Company and Isaac Arguetty



| |                              
| | -----------------------------
| | (b)      Reports on Form 8-K:
|
| | None.                        

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##### Table of Contents






PART II: OTHER INFORMATION

None

SIGNATURES

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

|                        |  |                                     |  |                                                                                              
|----------------------- |  | ----------------------------------- |  | ---------------------------------------------------------------------------------------------
|                        |  | MAYORS JEWELERS, INC.
(Registrant)
|                       
|                        |  |                                     |  |                                                                                              
|                       
|                        |  | By:                                 |  | /s/ DAVID P. BOUDREAUChief Financial Officer and Senior Vice President
of Finance & Treasurer
|                       
|                        |  |                                     |  |                                                                                              
|                       
|Date: December 18, 2001 |  |                                     |  |                                                                                              

15