UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





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





For
the quarterly period ended September 30, 2008





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





For the
transition period from ________________ to _______________





000-16736


(Commission
file number)





PARK-PREMIER
MINING COMPANY


(Exact
name of registrant as specified in its charter)





Utah
            87-6116557(State
      or other jurisdiction
            (IRS
      Employerof
      incorporation or organization)
            Identification
      No.)





32391
Horseshoe Drive, Evergreen, Colorado 80439


(Address
of principal executive offices) (Zip Code)





(303)
670-3885


(Registrant’s
telephone number, including area code)





Not
applicable


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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes ý   No
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  o
            Accelerated
      filer  oNon-accelerated
      filer  o
            Smaller
      reporting company  ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o   No
ý





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  1,998,800 shares as of November 4,
2008








PARK-PREMIER
MINING COMPANY


Consolidated
Balance Sheets





September
      30,
            
            
            December
      31,2008
            
            
            2007(unaudited)ASSETSCURRENT
      ASSETSCash
            
            $
            26,249
            
            
            $
            4,071Other current
    assets
            
            
            670
            
            
            
            486Total current
    assets
            
            
            26,919
            
            
            
            4,557Land
      and mining claims
            
            
            160,307
            
            
            
            160,307Total assets
            
            $
            187,226
            
            
            $
            164,864LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts payable
            
            $
            114,077
            
            
            $
            91,704Accounts payable –
      officer
            
            
            39,134
            
            
            
            20,997Note payable –
      officer
            
            
            285,000
            
            
            
            145,000Total current
      liabilities
            
            
            438,211
            
            
            
            257,701Accrued
      interest – related parties
            
            
            253,326
            
            
            
            128,656Convertible
      notes payable – related parties
            
            
            1,009,446
            
            
            
            1,009,446Conversion
      liability – related parties
            
            
            —
            
            
            
            7,430,299Total
liabilities
            
            
            1,700,983
            
            
            
            8,826,102COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      DEFICITCommon stock, par value $0.01,
      50,000,000 sharesauthorized, 1,988,000
      issued and outstanding
            
            
            1,988
            
            
            
            2,000Discount on common
      stock
            
            
            (146,250
            )
            
            
            (146,250
            )Additional paid-in
      capital
            
            
            8,398,851
            
            
            
            1,003,656Accumulated
    deficit
            
            
            (9,768,346
            )
            
            
            (9,520,644
            )(1,513,757
            )
            
            
            (8,661,238
            )Total liabilities and
      stockholders’ deficit
            
            $
            187,226
            
            
            $
            164,864





See notes
to the consolidated financial statements.


2


PARK-PREMIER
MINING COMPANY


Consolidated
Statements of Operations


(Unaudited)





Three Months Ended September
      30,2008
            
            
            2007EXPENSESGeneral
      and administrative
            
            $
            3,814
            
            
            $
            5,714Professional
      fees
            
            
            14,216
            
            
            
            49,180Property
      tax expense
            
            
            1,380
            
            
            
            1,535Loss from
    operations
            
            
            (19,410
            )
            
            
            (56,429
            )OTHER
      INCOME (EXPENSE)Interest
      expense
            
            
            (42,918
            )
            
            
            (31,566
            )Change
      in value of conversion liability
            
            
            —
            
            
            
            40,002Net
      loss before income taxes
            
            
            (62,328
            )
            
            
            (47,993
            )Provision
      for income taxes
            
            
            —
            
            
            
            —Net
      loss
            
            $
            (62,328
            )
            
            $
            (47,993
            )Net
      loss per share
            
            $
            (.03
            )
            
            $
            (.02
            )Weighted
      average shares outstanding
            
            
            1,999,080
            
            
            
            2,000,000


























See notes
to the consolidated financial statements.


3


PARK-PREMIER
MINING COMPANY


Consolidated
Statements of Operations


(Unaudited)





Nine Months Ended September
    30,2008
            
            
            2007EXPENSESGeneral
      and administrative
            
            $
            78,026
            
            
            $
            17,779Professional
      fees
            
            
            74,255
            
            
            
            115,207Property
      tax expense
            
            
            4,140
            
            
            
            4,605Loss from
    operations
            
            
            (156,421
            )
            
            
            (137,591
            )OTHER
      INCOME (EXPENSE)Interest
      expense
            
            
            (124,669
            )
            
            
            (93,878
            )Change
      in value of conversion liability
            
            
            33,388
            
            
            
            (112,373
            )Net
      loss before income taxes
            
            
            (247,702
            )
            
            
            (343,842
            )Provision
      for income taxes
            
            
            —
            
            
            
            —Net
      loss
            
            $
            (247,702
            )
            
            $
            (343,842
            )Net
      loss per share
            
            $
            (.12
            )
            
            $
            (.17
            )Weighted
      average shares outstanding
            
            
            1,999,540
            
            
            
            2,000,000























See notes
to the consolidated financial statements.


4


PARK-PREMIER
MINING COMPANY


Consolidated
Statements of Cash Flows


(Unaudited)





Nine Months Ended September
    30,2008
            
            
            2007Cash
      flows from operating activities:Net loss
            
            $
            (247,702
            )
            
            $
            (343,842
            )Adjustments
      to reconcile net loss to net cash (used) provided by operating
      activities:Change in value of conversion
      liability
            
            
            (33,388
            )
            
            
            112,373Change in operating assets and
      liabilities:Accounts payable
            
            
            22,373
            
            
            
            49,588Accrued interest – related
      parties
            
            
            124,670
            
            
            
            93,878Accounts payable –
      officer
            
            
            18,137
            
            
            
            31,456Other current
    assets
            
            
            (184
            )
            
            
            (176
            )Total adjustments
            
            
            131,608
            
            
            
            287,119Net
      cash (used) provided by operating activities
            
            
            (116,094
            )
            
            
            (56,723
            )Cash
      flows from (used by) financing activities:Proceeds from note payable –
      officer
            
            
            140,000
            
            
            
            60,000Purchase of company’s
      stock
            
            
            (1,728
            )
            
            
            —Net
      cash provided by financing activities
            
            
            138,272
            
            
            
            60,000Net
      increase (decrease) in cash and cash equivalents
            
            
            22,178
            
            
            
            3,277Cash
      and cash equivalents, beginning of period
            
            
            4,071
            
            
            
            127Cash
      and cash equivalents, end of period
            
            $
            26,249
            
            
            $
            3,404


























See notes
to the consolidated financial statements.


5


PARK-PREMIER
MINING COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)





Note
1 – Organization and Basis of Presentation





Organization





Park-Premier
Mining Company’s principal business activity since its organization in 1907 has
been the exploration of its mining properties.  These properties
consist of partially explored mining claims located in mineralized
areas.  Current operations have diversified the direction of the
Company to include the acquisition, holding, and sale of real
property.





Interim
Financial Information





The
accompanying consolidated financial statements included herein have been
prepared by Park-Premier Mining Company (Company) without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission for reporting on
Form 10-Q.  Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations, and the Company believes that the disclosures are
adequate to make the information presented not misleading.  While
management believes the procedures followed in preparing these financial
statements are reasonable, the accuracy of the amounts are in some respects
dependent upon the facts that will exist and procedures that will be
accomplished by Park-Premier Mining Company later in the year.  The
results of operations for the interim periods are not necessarily indicative of
the results of operations for the full year.  In management’s opinion
all adjustments necessary for the fair presentation of the Company’s financial
statements are reflected in the interim periods included.





Basis
of Consolidation and Minority Interest





The
consolidated financial statements include the accounts of the Company and its
51% owned subsidiary, Park-Cummings Mining Company.  All significant
intercompany transactions and account balances have been
eliminated.  Park-Cummings Mining Company owed $863,189 and $776,636
to the Company at September 30, 2008 and December 31, 2007,
respectively.





No
minority interest is recorded because the subsidiary is indebted to the parent
in an amount in excess of the net assets of the subsidiary.  In the
event that the subsidiary realizes from sales of assets an amount in excess of
the amount due the parent, a minority interest may exist.





Recently
Issued Accounting Standards





In
September 2008, the Financial Accounting Standards Board (“FASB”) ratified
Emerging Issue Task Force (“EITF”) Issue No. 08-5, “Issuer’s Accounting for
Liabilities Measured at Fair Value with a Third-Party Credit Enhancement” (EITF
08-5”).  EITF 08-5 provides guidance for measuring liabilities issued
with an attached third-party credit enhancement (such as a
guarantee).  It clarifies that the issuer should not include the
effect of a third-party credit enhancement in the fair value measurement of the
liability.  EITF 08-5 is effective for the first reporting period
beginning after December 15, 2008.  The Company is currently assessing
the potential impact, if any, of EITF 08-5 on its financial
statements.





In June
2008, the FASB ratified EITF Issue No. 08-4, “Transition Guidance for Conforming
Changes to Issue No. 98-5” (EITF 08-4”).  EITF 08-4 provides
transition guidance with respect to changes made to EITF 98-5, that result from
EITF 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments,”
and SFAS No 150, “Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity.”  EITF 08-4 is
effective for fiscal years ending after December 15, 2008.  Early
adoption is permitted.  The Company is currently assessing the
potential impact, if any, of EITF 08-4 on its financial statements.





6


PARK-PREMIER
MINING COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)





In June
2008, the FASB issued FASB Staff Position (“FSP”) No. EITF 03-6-1, “Determining
Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities” (“FSP EITF 03-6-1”).  FSP EITF 03-6-1
clarified that all unvested share-based payment awards that contain rights to
non-forfeitable dividends participate in undistributed earnings with common
shareholders.  Awards of this nature are considered participating
securities and the two-class method of computing basic and diluted earnings per
share must be applied.  FSP EITF 03-6-1 is effective for the fiscal
years beginning after December 31, 2008.  The Company does not believe
this standard will materially impact its financial statements.  At
this time, the Company does not have any such instruments.





In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 addresses how an entity should evaluate whether an
instrument is indexed to its own stock.  EITF 07-5 is effective for
periods beginning after December 15, 2008.  EITF 07-5 must be applied
to outstanding instruments as of the beginning of the fiscal year in which the
standard is adopted and should be treated as a cumulative effect adjustment to
the opening balance of retained earnings.  Early adoption is not
permitted.  The Company is currently assessing the potential impact,
if any, of EITF 07-5 on its financial statements.





In May
2008, the FASB issued FSP No. APB 14-1 “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB 14-1”).  FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon either mandatory
or optional conversion (including partial cash settlement) are not addressed by
paragraph 12 of APB No. 14 “Accounting for Convertible Debt and Debt issued with
Stock Purchase Warrants.”  Additionally, FSP APB 14-1 specifies that
issuers of such instruments should separately account for the liability and
equity components of convertible debt in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  The Company will adopt FSP
APB 14-1 beginning in the first quarter of 2009, and will apply this standard on
a retrospective basis.  The Company is evaluating the impact the
adoption of FSP APB 14-1 will have on the Company’s financial position and
results of operations.





In May
2008, FASB issued Statement of Financial Accounting Standards (“SFAS”) SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”).  SFAS 162 is effective 60 days following the SEC’s approval of
the Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  The Company does not expect that this Statement will
result in a change in current practice.  However, transition
provisions have been provided in the unusual circumstance that the application
of the provisions of this Statement results in a change in
practice.  The Company is in the process of evaluating the impact that
SFAS 162 will have on the Company’s financial statements upon
adoption.





In April
2008, the FASB issued FASB Staff Position (FSP) No. 142-3, “Determining the
Useful Life of Intangible Assets” (FSP 142-3).  FSP 142-3 amends the
factors to be considered in determining the useful life of intangible
assets.  Its intent is to improve the consistency between the useful
life of an intangible asset and the period of expected cash flows used to
measure such asset’s fair value.  FSP 142-3 is effective for fiscal
years beginning after December 15, 2008.  The Company is currently
assessing the potential impact, if any, of FSP 142-3 on its financial
statements.





7


PARK-PREMIER
MINING COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment to FASB Statement No. 133” (“SFAS
161”).  SFAS 161 enhances the disclosure requirements for derivative
instruments and hedging activities under FASB Statement No.
133.  Entities are required to provide disclosures about (i) how and
why an entity uses derivative instruments, (ii) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (iii) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance and cash
flows.  SFAS 161 is effective for fiscal years and financial periods
beginning after November 15, 2008, with early adoption
encouraged.  The Company is currently evaluating the potential impact,
if any, of SFAS No. 161 on its financial statements.





In
February 2008, the FASB issued FSP No. 157-2, “Effective Date of FASB Statement
No. 157” (FSP 157-2).  FSP 157-2 delays the effective date of SFAS No.
157, “Fair Value Measurements” (SFAS 157), for nonfinancial assets and
nonfinancial liabilities, except for certain items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually).  SFAS 157 establishes a fair value hierarchy to
measure assets and liabilities, and expands disclosures about fair value
measurements.  SFAS 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the
information.  The Company is currently assessing the impact, if any,
of SFAS 157 on its financial statements, which will become effective in the
first quarter of 2009.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (SFAS 160).  SFAS 160 amends
Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and
requires (i) classification of noncontrolling interests, commonly referred to as
minority interests, within stockholders’ equity, (ii) net income to include the
net income attributable to the noncontrolling interest, and (iii) enhanced
disclosure of activity related to noncontrolling interests.  SFAS 160
is effective for fiscal years beginning after December 15, 2008.  The
Company is currently assessing the impact, if any, of SFAS 160 on its financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R), which replaces FASB Statement No. 141. SFAS 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non controlling interest in the acquiree and the
goodwill acquired, and establishes that acquisition costs will be generally
expensed as incurred.  This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination.  SFAS 141R is effective as of the
beginning of an entity’s fiscal year that begins after December 15, 2008, which
will be the Company’s year beginning January 1, 2009.  The Company is
currently evaluating the potential impact, if any, of the adoption of SFAS 141R
on the Company’s financial statements.





Recently
Adopted Accounting Standards





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - including an Amendment of FASB
Statement No. 115” (SFAS 159), which allows an entity to choose to measure
certain financial instruments and liabilities at fair
value.  Subsequent measurements for the financial instruments and
liabilities an entity elects to fair value will be recognized in
earnings.  SFAS 159 also establishes additional disclosure
requirements.  The Company adopted SFAS 159 on January 1,
2008.  As of September 30, 2008, the adoption of SFAS 159 had no
impact on the Company’s consolidated financial statements.





Other





The
Company has no advertising expenses.





8


PARK-PREMIER
MINING COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)





Note
2 – Basis of Presentation





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  The Company has not
generated revenue from operations for many years.  In order to
maintain the Company’s existence, a major stockholder and an officer of the
Company has loaned the Company funds for working
capital.  Additionally, as discussed in Note 3, the Company has
convertible notes payable in the amount of $1,009,446, which were rewritten in
August 2008 with a January 1, 2008 effective date, and are due on December 31,
2009.  Without such funding from the major stockholders and rewriting
of the convertible notes payable to extend the maturity date of these notes, the
Company could not continue to exist.  However, there can be no
assurance that funding from these sources will continue in the future or the
Company will have sufficient funds to develop its remaining
properties.





Note
3 – Convertible Notes Payable – Related Parties





Convertible
notes payable were issued by the Company with a conversion price to be
determined by the Board of Directors, except that the conversion price shall not
be more than $.10 per share.  All notes, including accrued interest,
were originally issued in 2001 and were rewritten on January 1, 2002, 2004 and
2007.  In August 2008, the notes were rewritten again with an
effective date of January 1, 2008 and are due December 31, 2009.  The
notes, as rewritten, call for payment of both principal and interest upon
maturity and accrue interest at an annual rate of 12%.  Convertible
notes payable are to four individuals and two entities and total $1,009,446 at
September 30, 2008 and December 31, 2007, respectively.





The
Company entered into a transaction that values substantially all of the
Company’s assets: its real estate.  The Company utilized information
that it obtained in its negotiations as to the fair market value of its real
estate and then, using this value, considered all other financial aspects of the
Company, such as its liabilities and commitments, to determine the current fair
value of the Company and thus the Company’s common stock.  The Company
then undertook a historical study of the changes that occurred over the past six
years as best as it could determine the events that caused the increase in the
value of the Company’s real estate.  Thus, the Company was able to
determine the fair value of its common stock on a year-by-year
basis.





On
February 20, 2008, the Company amended its articles of incorporation increasing
the authorized shares of common stock from 2,000,000 shares, $.25 par value per
share, to 50,000,000 shares, $.01 par value per share, pursuant to a resolution
passed by the Company’s shareholders.





Prior to
the increase of authorized shares on February 20, 2008, it was assumed that the
Company would be required to net-cash settle the conversion in accordance with
EITF 00-19.  Pursuant EITF 00-19, the Company recorded a liability
equal to the estimated fair value of the shares that would be required to
convert all of the outstanding convertible debt and accrued interest, since the
Company did not have a sufficient number of authorized stock available to
satisfy the conversion of the debt and since the debt agreements required the
Company to physically settle the conversions only by delivering
shares.  The Company recorded the change in the estimated fair value
of the conversion liability at the end of each reporting period as a component
of other income (expense) in accordance with EITF 00-19.  As of
February 20, 2008, the Company has a sufficient number of authorized shares of
common stock to satisfy the conversion of the convertible debt.  The
fair value of the conversion liability was $7,369,911 at February 20, 2008,
resulting in a gain on the change in the value of the conversion liability of
$33,388 during the first quarter of 2008.  The balance of the value
ascribed to the conversion liability of $7,369,911 was reclassified to equity in
accordance with EITF 06-7.





At
September 30, 2008 and December 31, 2007, the outstanding convertible debt and
accrued interest totaling $1,221,430 and $1,130,580, respectively, could be
converted into 12,214,300 and 11,305,800 shares of common stock, respectively,
resulting in 14,213,100 and 13,304,600 total shares of common stock outstanding,
respectively.





9


PARK-PREMIER
MINING COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)





The
estimated fair value of the conversion liability, prior to its elimination, was
determined using the Black-Scholes formula applying the following assumptions:
risk-free interest rate of 4.22% at March 31, 2008 and 4.81% at December 31,
2007; remaining contractual term of three months; volatility of 67%; and an
estimated fair value of the underlying stock of $0.74 per share at March 31,
2008 and $0.76 per share at December 31, 2007.  The discount rate was
determined by the bond equivalent yield.





In August
2008, the Company issued amended and restated convertible notes payable –
related parties with an effective date of January 1, 2008.  The
amended convertible notes payable extend the due date of such notes to December
31, 2009.





Also, in
August 2008, the Company issued an amended and restated note payable – officer
with an effective date of January 1, 2008.  The amended note payable
removes the maturity date of the note such that it is a demand
note.





Note
4 – Capital Stock





On
February 20, 2008, the Company amended its articles of incorporation increasing
the authorized shares of common stock from 2,000,000 shares, $.25 par value per
share, to 50,000,000 shares, $.01 par value per share.  As a result,
the Company adjusted the balance of common stock and additional paid-in capital
by the change in par value of the outstanding common stock, or
$480,000.  All share and per share amounts, as well as common stock
and additional paid-in capital, have been retroactively restated to reflect this
change.





On April
21, 2008, the Company completed its purchase of 1,200 shares of common stock
pursuant to one shareholder’s valid exercise of dissenters’
rights.  The 1,200 purchased shares have been cancelled and returned
to authorized and unissued common stock.





Note
5 – Commitments and Contingencies





Condemnation
by the Bureau of Reclamation as part of the Central Utah Project has taken a
material part of the Company’s properties.  As such, the value of the
Company’s remaining land holdings is stated at cost on the Company’s financial
statements.





On
October 31, 2007, the Company was named as a defendant in the civil litigation
named Terry B. Brodkin v. Tuhaye Golf, LLC, et. al. filed in the District Court
of Wasatch County, Utah.  In the lawsuit, the plaintiff seeks to
establish access rights to his landlocked property.  The plaintiff
also seeks damages in the amount of $5.5 million due to an alleged lost sale of
his property caused by being landlocked.  The Company has evaluated
the position of the plaintiff’s land relative to the Company’s land and believes
that any access rights that may be granted to the plaintiff will not cross the
Company’s land.  Furthermore, the Company has assessed the probability
of financial loss from this claim as remote.  Recently, the District
Court dismissed the easement by necessity and private condemnation claims of the
plaintiff, leaving plaintiff's "third party beneficiary" claim as the primary
claim in the action.  The ultimate outcome of this litigation cannot
presently be determined and, accordingly, the financial statements have not been
adjusted to allow for a potential loss from the claim.  The Company
intends to vigorously contest the claim.





The
Company entered into two letter agreements in February 2007, pertaining to the
sale and development of its property.  The Company will also share in
the potential future appreciation of portions of the property.  The
purchaser has not performed according to the contractual terms and conditions of
the two letter agreements; therefore, the sale of the Company’s property has not
closed.  The Company is evaluating its options and continuing to
negotiate with the purchaser to determine if it will be possible to close the
transactions on terms acceptable to the Company.





10


Item
2.    Management’s Discussion and Analysis of Financial
Condition and Results of Operations





History
and Overview





Park-Premier
Mining Company (“Park-Premier”) was incorporated in the State of Utah in
1907.  Park-Premier has one majority-owned subsidiary, Park-Cummings
Mining Company, a Utah corporation (“Park-Cummings”).  Park-Premier
owns 51% of the issued and outstanding shares of
Park-Cummings.  Park-Cummings has no assets and no
operations.  Park-Premier holds a note receivable from Park-Cummings
(the “Park-Cummings Note”).  As of September 30, 2008, the principal
and accrued interest owing under the Park-Cummings Note was
$863,189.  Unless otherwise indicated herein, the terms “Company”
“we”, “us” or “our” refer to Park-Premier and Park-Cummings.





Since
approximately 1985, we have had essentially no operations.





EastSide
Interest.  As of the date of this filing, we have a 6.29%
interest in EastSide Group, LLC (“EastSide”).  EastSide was organized
as a Utah limited liability company on March 24, 1999, by property owners,
including Park-Premier, within an area of land known as “Area B” in the
Jordanelle Basin, Wasatch County, Utah.  Eastside was formed to
coordinate and work with Wasatch County and the Jordanelle Special Services
District in facilitating and obtaining approvals for the development of
infrastructure and master planning for property owned by the members of
EastSide.  Most of the approvals have been obtained and the purposes
behind the formation of EastSide have been accomplished.  Accordingly,
EastSide is not currently active.





Convertible
Notes.  From 1987 through August 2008, we entered into various
borrowing, expense and deferral arrangements involving officers, directors and
other affiliated persons or entities owned or controlled by officers and/or
directors, in exchange for which we issued long-term convertible promissory
notes (the “Convertible Notes”).  The Convertible Notes accrue
interest at 12% per annum and are convertible into shares of the Company’s
common stock at a price to be determined by our Board of Directors, which shall
not be more than $0.10 per share.





Sale of
Property.  We entered into two letter agreements (described in
detail below) to sell approximately 333 acres of land in Wasatch County,
Utah.  On February 20, 2008, we satisfied all conditions to closing
the sale of our property, when our shareholders approved the property sale at a
special meeting of shareholders.  On March 12, 2008, we executed
amendments to the letter agreements to extend the closing date of the Property
Sale (defined below) to April 29, 2008.  As of April 29, 2008,
Talisker (defined below) had not satisfied its obligations under the letter
agreements.  We are evaluating our options and continuing to work with
Talisker to come to a compromise that would allow us to close the property sale
on terms that honor the original intent of the letter agreements.





Project
“A” Letter Agreement





On
February 15, 2007, we entered into a letter agreement (the “Project “A” Letter
Agreement”) with Talisker Realty Limited, a Delaware corporation (“Talisker
Realty”).  Talisker Realty is a wholly owned lower-tier subsidiary of
the Talisker Corporation (“Talisker”).  Talisker is a private global
real estate development firm based in Toronto, Ontario, Canada with over twenty
years of experience developing numerous real estate projects in the United
States, the United Kingdom, Canada, the Bahamas, and Eastern
Europe.  Under the Project “A” Letter Agreement, the Company has
agreed to sell all its right, title and interest in approximately 303 acres of
land (the “Project “A” Acreage”) located in Wasatch County, Utah (the “Property
Sale”) to Talisker Realty.





The
closing (“Closing”) of the Property Sale is conditional upon (i) approval by the
Company’s directors and shareholders and (ii) execution of two additional letter
agreements by the Company and/or related parties, (the Project “B” Letter
Agreement and the Project “C” Letter Agreement, respectively), as each is
described below.





Additionally,
the Company has agreed to pay any taxes related to the Property prior to Closing
and will also pay at Closing any mortgage trust deeds, judgments, mechanic’s
liens, damages, claims, tax liens and warrants involving the Property which are
not removed in the title policy delivered at Closing, and has agreed to
indemnify and hold Talisker harmless from and against such to the extent related
to any events and/or ownership of the Property prior to
Closing.  These costs are expected to be approximately
$40,000.  No brokerage, finder’s fee or real estate commission is owed
by the Company in connection with the transaction.


11


The
Company agreed to be responsible for the title insurance premium for an Owner’s
Policy of Title Insurance in the full amount of the purchase
price.  Each party shall be responsible for one half of the Closing
costs, with items such as property taxes to be pro-rated as of the
Closing.  The Company and Talisker have also agreed to cooperate in
effectuating a tax-deferred exchange in accordance with Internal Revenue Code
Section 1031 relative to the Property Sale upon the request of the
other.





In
exchange for the Sale Property, Talisker agreed to (i) pay the Company
cash in the amount of $3,250,000 at Closing and (ii) convey by special warranty
deed to the Company unimproved, platted single family lots located in Talisker’s
“Tuhaye” project in Wasatch County, Utah, (the “Tuhaye Lots”), with a targeted
combined value of $3,750,000, within two years of Closing (the “Selection
Period”).  The Selection Period may be extended an additional three
years as to a certain portin of Tuhaye in the event that the Company has
not selected all its Tuhaye Lots and Talisker has not recorded lot plats
regarding that certain portion of Tuhaye.





The
Tuhaye Lots will be selected by the Company from Talisker’s property inventory
at its Tuhaye project, described below. The value of the Tuhaye Lots will be
their retail prices at the time of selection, as established by Talisker during
the ordinary course of its business and in a manner not intended to discriminate
against the Company.  If the value of the selected Tuhaye Lots is less
than $3,750,000, then Talisker will make a lump sum cash payment to the Company
equal to such deficit at the end of the Selection Period.  Likewise,
if the value of the selected Tuhaye Lots is greater than $3,750,000, then the
Company will make a lump sum cash payment to Talisker equal to such surplus at
the end of the Selection Period.





The
Tuhaye Lots are located in Talisker’s Wasatch County, Utah
project.  Talisker is developing 1,350 residential properties among
three communities in Deer Valley, between the Wasatch and Uinta Mountains in the
Park City, Wasatch County, Utah area:  (i) Tuhaye, consisting of Arts
and Crafts homes accented with stone and timber; (ii) the ski-in, ski-out Empire
Pass resort; and (iii) Red Cloud, the most exclusive of the three properties,
which includes plans for one-to two-and-a-half-acre properties within a gated
community located at the summit of Flagstaff Mountain at Deer Valley
Resort.





By
purchasing a lot in the Talisker development, a membership invitation is
automatically extended to the buyer to join the exclusive Talisker Club, an
all-inclusive luxury resort.  The Talisker Club is 10,000 acres of
pristine wilderness and includes Tuhaye’s private Mark O’Meara Signature golf
course.  The Talisker Club also has direct ski access to Deer Valley
Resort’s® slopes, state-of-the-art fitness facilities and spa services, an
on-mountain restaurant, member’s lodges, and a children’s camp featuring all
season events.





The
Company believes that it has a reasonable opportunity to profitably sell
the Tuhaye Lots by virtue of these amenities and locations.





The
Company’s Board of Directors approved the Project “A” Letter Agreement on
February 21, 2007.





Project
“B” Letter Agreement





As a
condition imposed by Talisker Realty to Closing of the Project “A” Letter
Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
are required to enter into the Project “B” Letter Agreement.  Under
the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
into a joint venture with Tuhaye LLC, a Delaware limited liability company, with
respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
right, title and interest in approximately 40 acres of land in Wasatch County,
Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
subsidiary of Talisker.





Under the
Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
entity to be formed by Robert Dunlap and Kathy Dunlap and
Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
joint venture entity and Tuhaye will own the remaining 50%
interest.  The joint venture entity will be managed and operated by
three managers consisting of two selected by Tuhaye and one selected by Robert
Dunlap and Kathy Dunlap.





12


The
Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
cancellation of a note in the amount of $48,540.  The deemed value
under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
reflects an increase in real property values in the Wasatch County market since
1991, physical and legal road access and water rights acquired by Robert Dunlap
and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
engineering and development work with Wasatch County.





Within 18
months of closing of the Project “B” Letter Agreement, Tuhaye is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Tuhaye is also responsible for
obtaining financing necessary for development of the Project “B” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Tuhaye will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “B” Acreage
and  (ii) a branding fee of eighteen percent (18%) of the actual
retail sales price of all lots, parcels, homes and improvements sold from the
Project “B” Acreage.





The
Company’s disinterested directors determined that Robert Dunlap’s involvement in
the Project “B” Letter Agreement transaction is fair and reasonable and approved
the Project “B” Letter Agreement transaction effective August 15,
2007.





Project
“C” Letter Agreement





As an
additional condition imposed by Talisker Realty to Closing of the Project “A”
Letter Agreement, Park-Premier must enter into the Project “C” Letter Agreement,
which memorializes the agreement of Park-Premier to enter into a joint venture
with Ranch 248 LLC, a Delaware limited liability company and a wholly owned
lower-tier subsidiary of Talisker, or its designee (“Ranch 248”), with respect
to the development and sale of all of Park-Premier’s right, title and interest
in approximately 30 acres of land in Wasatch County, Utah (the “Project “C”
Acreage”) to Ranch 248.  The Company will convey the Project “C”
Acreage to the joint venture at a deemed value of $3,500,000 and the Company and
Ranch 248 will jointly develop and sell the Project “C” Acreage.  No
brokerage, finder’s fee or real estate commission will be incurred by the
Company in connection with the transaction.  The joint venture with
Ranch 248 will be managed by two representatives appointed by Ranch 248 and one
representative selected by the Company.  Both Ranch 248 and the
Company will be prohibited from selling their interests in the joint venture for
a period of four years from formation of the joint venture.





Within 18
months of closing of the Project “C” Letter Agreement, Ranch 248 is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Ranch 248 is also responsible
for obtaining financing necessary for development of the Project “C” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Ranch 248 will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “C” Acreage, (ii) a
construction development fee equal to the eight percent (8%) of the costs
associated with the construction of homes on the Project “C” Acreage, and (iii)
a branding fee of eighteen percent (18%) of the actual retail sales price of all
lots, parcels, homes and improvements sold from the Project “C”
Acreage.





The
Company’s Board of Directors approved the Project “C” Letter Agreement on
February 21, 2007.  The Company obtained shareholder approval on
February 20, 2008, but has not closed the Property Sale pursuant to the Project
“A” and Project “C” Letter Agreements.





Results
of Operations





General





Since
approximately 1985, we have had essentially no operations.  As of the
date of this report, we have no source of income.  We must rely
entirely upon loans from a major stockholder and an officer of the
Company to pay operating expenses.  Without such funding, we will
not continue to exist.  There can be no assurance that further loans
from the major stockholder and officer of the Company will continue in
the future.


13


In
February 2007, we entered into the Project “A” and Project “C” Letter Agreements
for purposes of selling and developing our Property.  We obtained
shareholder approval on February 20, 2008.  The Property Sale has not
closed.  See “Sale of Property” above.





Plan
of Operation





Over the
course of time, we have endeavored to monitor and plan the development of the
areas where our Property is located.  We estimate that we will be able
to continue our existence only if we complete the Property
Sale.  Other than the Property Sale, we have not identified any
sources of capital and, therefore, our future remains uncertain.  If
the Property Sale is completed, we will participate in the ownership and
development of real property located in Wasatch County, Utah.





Liquidity





Operating
activities used $116,094 and $56,723 of cash during the nine months ended
September 30, 2008 and 2007, respectively.  Financing activities
provided $138,272 and $60,000 of cash during the nine months ended September 30,
2008 and 2007, respectively.





At
September 30, 2008, we had a working capital deficit of $411,292, compared with
a working capital deficit of $1,391,246 at December 31, 2007.  The
deficit is primarily due to the principal and interest outstanding on the notes
payable to related parties.  Since we have no significant source of
revenue, working capital will continue to be depleted by operating
expenses.  We presently have no external sources of cash.





Assets





At
September 30, 2008, we had total assets of $187,226 compared to total assets of
$164,864 at December 31, 2007.  The majority of our assets are
comprised of our Property, covering approximately 333 acres of land situated in
the East Elkhorn Mining District, Wasatch County, Utah.  We believe
the value of our land is in excess of its carrying value for purposes of
financial reporting as evidenced by the agreements described in “Sale of
Property” above.





Results
of Operations





We have
no current operations other than the potential development of our Property and
we have not generated any revenue.  We rely entirely upon loans to pay
operating expenses.





We had
net losses of $62,328 and $247,702 during the three- and nine-month periods
ended September 30, 2008, respectively, and had net losses of $47,993 and
$343,842 during the three- and nine-month periods ended September 30, 2007,
respectively.  The changes in our net loss are largely due to the
increase in general and administrative fees and interest expense and to changes
in the value of conversion liability.  Our operating expenses were
comprised primarily of professional fees (including legal and accounting)
relating to the preparation of our quarterly reports and accompanying financial
statements.  Since we currently have no source of revenue, our working
capital will continue to be depleted by expenses.





We have
Convertible Notes outstanding with a conversion price to be determined by our
Board of Directors, but no more than $0.10 per share in any
event.  The Convertible Notes accrue interest at a rate of 12%
annually.  We recognized $42,918 and $124,669 of interest expense
related to our Convertible Notes and other outstanding debts during the three-
and nine-month periods ended September 30, 2008.  We recognized
$31,566 and $93,878 of interest expense during the three- and nine-month periods
ended September 30, 2007.





Prior to
February 20, 2008, we accounted for the embedded beneficial conversion of the
Convertible Notes as a derivative instrument requiring liability classification
as required by EITF 00-19.  Upon increasing our authorized common
stock to 50,000,000 shares pursuant to the shareholder action at the special
meeting, our previously recognized liability for the settlement of the
conversion feature of the debt in the amount of $7,369,911 was reclassified to
equity in accordance with EITF 06-7.


14


Note 2 of
the unaudited financial statements accompanying this report states that
substantial doubt has been raised about our ability to continue as a going
concern.  We have no business operations and, thus, no revenues to
cover our expenses.





Off-Balance
Sheet Arrangements





As of
September 30, 2008, we did not have any off-balance sheet
arrangements.





Item
3.        Quantitative and Qualitative
Disclosures about Market Risk





Not
applicable.





Item
4.        Controls and
Procedures





Under the
supervision and with the participation of Robert W. Dunlap, our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of
the period covered by this report.  Based on his evaluation, Mr.
Dunlap concluded that the Company’s disclosure controls and procedures are not
effective to ensure that information required to be included in the Company’s
periodic SEC filings is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms.





The
internal control deficiencies noted consisted primarily of inadequate staffing
and supervision that could lead to the untimely identification and resolution of
accounting and disclosure matters and failure to perform timely and effective
reviews.  However, the size of the Company prevents it from being able
to employ sufficient resources to enable it to have adequate segregation of
duties within its internal control system.  Mr. Dunlap oversees our
accounting and general internal control process.  As we have a very
limited staff, we do not have other management staff with financial accounting
experience for purposes of crosschecking or advising Mr. Dunlap on our
accounting or financial reporting processes.  Our current processes
and procedures require substantive manual intervention, estimation and reliance
on several sources of information that are not integrated with our accounting
system.





Accordingly,
we have concluded that the above is a result of material weaknesses in our
internal controls over financial reporting.  There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to September 30,
2008.








PART
II.  OTHER INFORMATION





Item
1.        Legal Proceedings





None.





Item
1A.     Risk Factors





Not
Applicable.





Item
2.        Unregistered Sales of Equity
Securities and Use of Proceeds





None.





Item
3.        Defaults Upon Senior
Securities





None.





15


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





None.





Item
5.        Other Information





None.





Item
6.        Exhibits





Regulation
              S-B
              Number
            Exhibit3.1
            Articles
      of Incorporation of the Company as Amended on October 21, 1983
      (1)3.2
            Bylaws
      (2)3.3
            Articles
      of Amendment to Articles of Incorporation for Utah Profit Corporations
      (3)10.1
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2002
      (4)10.2
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2002
      (4)10.3
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2002
      (4)10.4
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2002
      (4)10.5
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2002
      (4)10.6
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2002
      (4)10.7
            Convertible
      Promissory Note issued to Park-Premier Mining Company dated January 1,
      2002 (4)10.8
            Convertible
      Promissory Note issued by Park Cummings Mining Company to Park-Premier
      Mining Company dated January 1, 2004 (5)10.9
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2004
      (5)10.10
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2004
      (5)10.11
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2004
      (5)10.12
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2004
      (5)10.13
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2004
      (5)10.14
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2004
      (5)10.15
            Convertible
      Promissory Note issued by Park Cummings Mining Company to Park-Premier
      Mining Company dated January 1, 2007 (5)10.16
            Convertible
      Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2007
      (5)10.17
            Convertible
      Promissory Notes issued to Robert W. Dunlap dated January 1, 2007
      (5)10.18
            Convertible
      Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2007
      (5)10.19
            Convertible
      Promissory Note issued to Lee Family Partnership dated January 1, 2007
      (5)10.20
            Convertible
      Promissory Note issued to Douglas K. Lee dated January 1, 2007
      (5)10.21
            Convertible
      Promissory Note issued to Janice Atkins dated January 1, 2007
      (5)10.22
            Loan
      Agreement between Park-Premier Mining Company and Robert W. Dunlap dated
      January 11, 2007 (5)10.23
            Promissory
      Note issued to Robert W. Dunlap dated January 11, 2007
  (5)10.24
            Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Talisker Realty Limited (5)10.25
            Letter
      Agreement dated February 15, 2007 between Robert and Kathy Dunlap and
      Tuhaye LLC (5)10.26
            Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Ranch 248 LLC (5)10.27
            Promissory
      Note issued to Robert W. Dunlap dated May 2, 2007 (6)10.28
            Promissory
      Note issued to Robert W. Dunlap dated July 18, 2007 (6)10.29
            Promissory
      Note issued to Robert W. Dunlap dated November 9, 2007
  (6)10.30
            Amendment
      No. 1 to Letter-Form Agreement (Project “A”) (7)10.31
            Amendment
      No. 1 to Letter-Form Agreement (Project “B”) (7)10.32
            Amendment
      No. 1 to Letter-Form Agreement (Project “C”) (7)10.33
            First
      Amended and Restated Convertible Promissory Notes issued to Affiliated
      Mining, Inc. dated January 1, 2008
(8)






16




Regulation
              S-B
              Number
            Exhibit


10.34
            First
      Amended and Restated Convertible Promissory Notes issued to Robert W.
      Dunlap dated January 1, 2007 (8)10.35
            First
      Amended and Restated Convertible Promissory Note issued to Estate of
      Bernie Dunlap dated January 1, 2008 (8)10.36
            First
      Amended and Restated Convertible Promissory Note issued to Lee Family
      Partnership dated January 1, 2008 (8)10.37
            First
      Amended and Restated Convertible Promissory Note issued to Douglas K. Lee
      dated January 1, 2008 (8)10.38
            First
      Amended and Restated Convertible Promissory Note issued to Janice Atkins
      dated January 1, 2008 (8)10.39
            First
      Amended and Restated Promissory Note issued to Robert W. Dunlap dated
      January 11, 2008 (8)31.1
            Rule
      13a-14(a) Certification32.1
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002




(1)
            Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 1983, file number
      000-16736.


(2)
            Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 1987, file number
      000-16736.


(3)
            Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated and filed on February 20,
2008.


(4)
            Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 2001, file number
      000-16736.


(5)
            Incorporated
      by reference to the exhibits to the registrant’s quarterly report on Form
      10-QSB for the three months ended March 31, 2003, file number
      000-16736.(6)
            Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 2007, file number
      000-16736.(7)
            Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated March 12, 2008, and filed on March 14,
  2008.(8)
            Incorporated
      by reference to the exhibits to the registrant’s quarterly report on Form
      10-Q for the six months ended June 30, 2008, file number
      000-16736.











SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





PARK-PREMIER
      MINING COMPANYDated:  November
      14, 2008
            By:
            /s/ Robert W. DunlapRobert
      W. Dunlap, President (principal executive and financial
      officer)