**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)





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





**For
      the quarterly period ended March 31, 2003**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ________________ to _______________





**000-16736**


(Commission
      file number)





**PARK-PREMIER
      MINING COMPANY**


(Exact
      name of small business issuer 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)





**(303)
      670-3885**


(Issuer’s
      telephone number)





**Not
      applicable**


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o   No
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





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:  **2,000,000 shares as of
      October 18, 2007**





Transitional
      Small Business Disclosure Format (check one):  Yes o   No
ý





***PARK-PREMIER
      MINING COMPANY***


***Consolidated
      Balance Sheets***







March
                31,
            
            
            December
                31,2003
            
            
            2002(Unaudited)
            
            
            (Restated)ASSETSCURRENT
                ASSETSCash
            
            $
            3,174
            
            
            $
            3,917Other
                current
                assets
            
            
            283
            
            
            
            418Total
                current
                assets
            
            
            3,457
            
            
            
            4,335Land
                and mining claims
            
            
            152,640
            
            
            
            152,640Total
                assets
            
            $
            156,097
            
            
            $
            156,975LIABILITES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                payable
            
            $
            911
            
            
            $
            1,227Accounts
                payable –
                officer
            
            
            33,110
            
            
            
            30,740Accrued
                interest – related
                parties
            
            
            72,335
            
            
            
            55,791Property
                taxes
                payable
            
            
            8,499
            
            
            
            8,499Convertible
                notes payable –
                related parties
            
            
            464,925
            
            
            
            —Total
                current
                liabilities
            
            
            579,780
            
            
            
            96,257Convertible
                notes payable – related parties
            
            
            —
            
            
            
            464,925Conversion
                liability – related parties
            
            
            1,137,273
            
            
            
            1,100,636Total
                liabilities
            
            
            1,717,053
            
            
            
            1,661,818COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS’
                DEFICITCommon
                stock, par value $0.25,
                2,000,000 sharesauthorized,
                issued
                and outstanding
            
            
            500,000
            
            
            
            500,000Discount
                on common
                stock
            
            
            (146,250
            )
            
            
            (146,250
            )Additional
                paid-in
                capital
            
            
            505,656
            
            
            
            505,656Accumulated
                deficit
            
            
            (2,420,362
            )
            
            
            (2,364,249
            )(1,560,956
            )
            
            
            (1,504,843
            )Total
                liabilities and
                stockholders’ deficit
            
            $
            156,097
            
            
            $
            156,975







See
      notes
      to the consolidated financial statements.


2


***PARK-PREMIER
      MINING COMPANY***


***Consolidated
      Statements of Operations***


***(Unaudited)***





Three
                Months Ended March 31,2003
            
            
            2002(Restated)EXPENSESGeneral
                and administrative
            
            $
            2,702
            
            
            $
            3,553Professional
                fees
            
            
            230
            
            
            
            2,994Property
                tax expense
            
            
            —
            
            
            
            1,043Loss
                from
                operations
            
            
            (2,932
            )
            
            
            (7,590
            )OTHER
                INCOME (EXPENSE)Interest
                income
            
            
            —
            
            
            
            98Interest
                expense
            
            
            (16,544
            )
            
            
            (13,948
            )Change
                in value of conversion liability
            
            
            (36,637
            )
            
            
            61,660Net
                (loss) income before income taxes
            
            
            (56,113
            )
            
            
            40,220Provision
                for income taxes
            
            
            —
            
            
            
            —Net
                (loss) income
            
            $
            (56,113
            )
            
            $
            40,220Net
                (loss) income per share
            
            $
            (.03
            )
            
            $
            .02Weighted
                average shares outstanding
            
            
            2,000,000
            
            
            
            2,000,000











See
      notes
      to the consolidated financial statements.


3


***PARK-PREMIER
      MINING COMPANY***


***Consolidated
      Statements of Cash Flows***


***(Unaudited)***





Three
                Months Ended March 31,2003
            
            
            2002(Restated)Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (56,113
            )
            
            $
            40,220Adjustments
                to reconcile net
                (loss) income to net cashused
                by operating activities:Change in value of conversion liability
            
            
            36,637
            
            
            
            (61,660
            )Change
                in operating assets and
                liabilities:Accounts
                payable
            
            
            (316
            )
            
            
            (4,164
            )Accrued
                interest – related
                parties
            
            
            16,544
            
            
            
            13,949Accounts
                payable –
                officer
            
            
            2,370
            
            
            
            2,663Other
                current
                assets
            
            
            135
            
            
            
            66Total
                adjustments
            
            
            55,370
            
            
            
            (49,146
            )Net
                cash used by operating activities
            
            
            (743
            )
            
            
            (8,926
            )Net
                decrease in cash and cash equivalents
            
            
            (743
            )
            
            
            (8,926
            )Cash
                and cash equivalents, beginning of period
            
            
            3,917
            
            
            
            48,768Cash
                and cash equivalents, end of period
            
            $
            3,174
            
            
            $
            39,842











See
      notes
      to the consolidated financial statements.


4


***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 (the Company) without audit, pursuant
      to
      the rules and regulations of the Securities and Exchange Commission for
      reporting on Form 10-QSB.  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.





The
      management of Park-Premier Mining Company believes that the accompanying
      unaudited financial statements contain all adjustments (including normal
      recurring adjustments) necessary to present fairly the operations and cash
      flows
      for the periods presented.





Amounts
      shown for March 31, 2003 are based upon the December 31, 2002 (restated) audited
      consolidated financial statements.





***Reclassifications***





Certain
      reclassifications have been made to previously reported statements to conform
      to
      the Company’s current financial statement format.





***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 $431,804 and $421,306
      to the Company at March 31, 2003 and December 31, 2002,
      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.





***Other***





The
      Company has no advertising expenses and the Company paid no dividends during
      the
      periods presented.





5


***PARK-PREMIER
      MINING COMPANY***


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





***Note
      2 – Basis of Presentation - Going Concern***





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 to the Company and an
      officer of the Company have loaned the Company funds for working
      capital.  Additionally, as discussed in Note 3, the Company has
      convertible notes payable in the amount of $464,925, which were rewritten on
      January 1, 2002, and are due January 1, 2004.  As discussed in Note 5,
      these notes were reissued January 1, 2007.  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,
      and are due December 31, 2007. 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 $464,925 at March 31, 2003 and December 31, 2002.





Since
      the
      Company’s stock is very thinly traded, and since the Company has not been
      current with its financial statements since 2001, and thus there was not
      information on file for the market to determine a price, the Company determined
      the fair value of its common stock as follows:





The
      Company is in the process of entering into a transaction that values
      substantially all of the Company’s assets: its real estate.  The
      Company utilized information that it obtained in its current 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.





At
      March
      31, 2003 and December 31, 2002, the outstanding debt and accrued interest
      totaling $534,664 and $520,716, respectively, could be converted into 5,346,638
      and 5,207,160 shares of common stock, respectively, resulting in 7,346,638
      and
      7,207,160 total shares of common stock outstanding, respectively.





Since
      the
      conversion agreement requires the Company to physically settle the conversions
      only by delivering shares, it is assumed that the Company will be required
      to
      net-cash settle the conversion in accordance with EITF 00-19, because the
      Company does not have the sufficient amount of authorized stock to satisfy
      the
      conversion.  The Company has recorded a conversion (derivative)
      liability equal to the net cash settlement price of the equivalent shares
      outstanding.  At the end of each reporting period, this conversion
      liability is fair valued to reflect changes in stock price as calculated above,
      as well as in the number of shares that the debt can be converted
      into.  The change in the estimated fair value of the conversion
      liability at the end of each reporting period has been recognized as a component
      of other income (expense).  Upon adoption, the Company determined the
      estimated fair value of the conversion liability to be $164,440, and the
      estimated fair value of the conversion liability was $1,137,273 and $1,100,636
      at March 31, 2003 and December 31, 2002, respectively.





6


***PARK-PREMIER
      MINING COMPANY***


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**





The
      estimated fair value of the conversion liability was determined using the
      Black-Scholes formula applying the following assumptions: risk-free interest
      rate of 1.13% and 1.66% at March 31, 2003 and December 31, 2002, respectively;
      remaining contractual term of three months to three years; volatility of 67%;
      and, an estimated fair value of the underlying stock of $.31 and $.31 per share
      at March 31, 2003 and December 31, 2002, respectively.  The discount
      rate was determined by the bond equivalent yield.





***Note
      4 – Restatement of Financial Statements***





In
      the
      accompanying financial statements, the accumulated deficit at December 31,
      2002
      was restated and increased by $1,100,636, and the net loss of $110,935 for
      the
      year ended December 31, 2002 was restated and changed to a net income of
      $246,887, as a result of the conversion liability described in Note 3
      above.  Accordingly, the Company has restated its financial statements
      for the year ended December 31, 2002 as previously filed.





Additionally,
      the net loss of $21,440 for the three months ended March 31, 2002 was restated
      and changed to a net income of $40,220 as a result of the conversion liability
      described in Note 3 above.  Accordingly, the Company has restated its
      financial statements for the three months ended March 31, 2002 as previously
      filed.





***Note
      5 – Subsequent Events***





***Litigation***





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 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.  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.





***Other
      Matters***





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.  It is
      anticipated that the property sale transactions will close in December
      2007.





On
      January 1, 2007, the related party convertible notes payable were reissued
      extending the maturity date to December 31, 2007.  Additionally, on
      January 11, 2007, the Company issued a promissory note in the amount of $30,000
      to an officer of the Company that calls for payment of both principal and
      interest upon maturity at December 31, 2007.


7


**Item
      2.         Management’s Discussion
      and Analysis or Plan 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 December 31, 2002, the principal
      and accrued interest owing under the Park-Cummings Note was
      $421,306.  As of December 31, 2006, the principal and accrued interest
      owing under the Park-Cummings Note was $652,646.  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 June 30, 2007, 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.  Conversion of the
      Convertible Notes cannot occur since all of the authorized stock in the Company
      is presently issued and outstanding.  Approval by the shareholders to
      reorganize and restructure the equity of the Company and thereby increase the
      number of authorized shares is required before conversion would be
      possible.  Additionally, an election to convert the Convertible Notes
      by the noteholders would be required.





**Sale
      of Property.**





*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.


8


The
      Company has 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 will (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 in the event that the Company has not selected all its Tuhaye Lots and
      Talisker has not recorded lot plats regarding a 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 will be able 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.





9


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 expects to obtain shareholder approval
      and close the Property Sale, the Project “A” Letter Agreement and the Project
“C” Letter Agreement prior to the end of fiscal 2007.





10


**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 affiliates to pay operating
      expenses.  Without such funding, we will not continue to
      exist.  There can be no assurance that further loans from affiliates
      will continue in the future.





In
      February 2007, we entered into the Project “A” and Project “C” Letter Agreements
      for purposes of selling and developing our Property.  We intend to
      seek shareholder approval and close the Property Sale by the end of fiscal
      2007.  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 cash in the amount of $743 and $8,926 during the three months
      ended March 31, 2003 and 2002, respectively.





At
      December 31, 2002, we had a working capital deficit of $91,922, compared with
      a
      working capital deficit of $576,323 at March 31, 2003.  The increase
      in our working deficit is largely attributable to our convertible notes payable
      becoming current liabilities in the amount of $464,925 during 2003, with no
      corresponding current convertible note payable liability in 2002.  We
      had no financing activities during the three months ended March 31, 2003 and
      2002.  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
      March
      31, 2003, we had total assets of $156,097 compared to total assets of $156,975
      at December 31, 2002.  The decrease in total assets was largely due to
      the decrease in cash from $3,917 at December 31, 2002 to $3,174 at March 31,
      2003.  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.  As of the date of this report, our
      sole source of income has been interest on our cash deposits.  We rely
      entirely upon loans and interest on our cash deposits to pay operating
      expenses.





We
      incurred a net loss of $56,113 during the three months ended March 31, 2003
      (“2003”) and had net income of $40,220 during the three months ended March 31,
      2002 (“2002”).  Our operating expenses were comprised primarily of
      professional fees (including legal and accounting) relating to the preparation
      of our annual reports and accompanying financial statements.  Since we
      currently have no source of revenue, our working capital will continue to be
      depleted by expenses.  The net income in 2002 was largely attributable
      to a decrease in market value of conversion liability of $61,660 in 2002,
      compared with an increase in the market value of conversion liability of $36,637
      in 2003.





11


We
      issued
      Convertible Notes 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.  In prior
      years, we disclosed the stock conversion value but did not account for the
      embedded beneficial conversion of the debt as required by EITF
      00-19.  The derivative feature, requiring the conversion to be
      registered stock, was subsequently noted.





Effective
      September 30, 2001, we began valuing our convertible debt using the prescribed
      accounting literature previously cited.  Since our stock is very
      thinly traded, we determined the fair value of our common stock based on the
      transaction values negotiated under the Project “A” Letter Agreement and the
      Project “C” Letter Agreements, which covers substantially all of our assets, as
      well as other financial aspects of our Company, such as our liabilities and
      commitments.  We then undertook a historical study of the changes that
      occurred over the past six years as best as we could to determine what caused
      the increase in the value of our real estate.  Thus, we were able to
      determine the fair value of our common stock on a year-by-year
      basis.





Utilizing
      this calculation, the value of the conversion liability associated with our
      Convertible Notes was $164,440 upon adoption.  On January 1, 2002, the
      Convertible Notes were reissued, extending the maturity date to January 1,
      2004.  The Convertible Notes were reissued again on January 1, 2004,
      further extending the maturity date to January 1, 2007.  The
      Convertible Notes were reissued again on January 1, 2007 as demand notes, with
      all principal and interest due on December 31, 2007, if not sooner
      paid.  In accordance with EITF 00-19, we recorded the changes in the
      fair value of the conversion liability associated with our Convertible Notes
      as
      of each balance sheet date.  At March 31, 2003 and December 31, 2002,
      the balance of the conversion liability was $1,137,273 and $1,100,636,
      respectively.





Our
      financial statements for 2002 were restated as a result of the conversion
      liability described above.  Our previously stated net loss of $21,440
      was converted to net income of $40,220 as a result of the change in fair value
      of the conversion liability in the amount of $61,660.  We also
      recorded the change in the value of the conversion liability of $61,660 in
      the
      cash flow statement.





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
      March 31, 2003, we did not have any off-balance sheet arrangements.





**Item
      3.         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.  However, our
      failure to file our annual and quarterly reports within the time periods
      specified by the SEC’s rules and forms since the fiscal year ended December 31,
      2002 was not related to any material weakness in our internal controls, but
      was
      instead directly related to the uncertainty of the ongoing prospects of the
      Company.





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.


12


Accordingly,
        we have concluded that the above is a result of material weaknesses in our
        internal controls over financial reporting.  Other than described
        above, there have been no significant changes in our internal controls or
        in
        other factors that could significantly affect internal controls subsequent
        to
        December 31, 2006.





**PART
      II.   OTHER INFORMATION**





**Item
      1.         Legal
      Proceedings**





**Terry
      B. Brodkin v. Tuhaye Golf, LLC, et. al.**





We
      are a
      party to civil litigation in the Fourth Judicial District Court for Wasatch
      County, Utah styled **Terry B. Brodkin**, Plaintiff, vs.
**Tuhaye Golf, LLC, et al.**, Defendants, Case No. 070500421 (the
“Civil Action”) that was filed on or about October 31,
      2007.  The
      plaintiff in the Civil Action seeks to establish access rights to his landlocked
      property and asserts several theories in an attempt to do so.  We are
      apparently named as a defendant in the Civil Action as a necessary party for
      Plaintiff to obtain relief.





In
      the
      Civil Action, plaintiff alleges that in 1999, certain landowners, including
      us,
      formed a Utah limited liability company known as EastSide Group, LLC
      (“Eastside”) to marshal consensus for a coordinated plan to develop certain land
      in Wasatch County, Utah known as Area B – North, Jordanelle Basin (“Area B –
North”).  Plaintiff alleges that on July 31, 2000, the Wasatch County
      Commission granted a petition filed by Eastside and adopted a Master Plan for
      development of Area B – North.  Plaintiff alleges that his predecessor
      in interest also owned land in Area B – North but was not contacted to be a
      member of EastSide due to the dormant nature of the business entity owning
      the
      property and the scattered location of its shareholders.





Plaintiff
      further alleges that in 2001, a group of landowners in Area B – North affected
      by the Master Plan entered into an agreement to grant reciprocal, permanent,
      and
      non-exclusive ingress and egress easements between parcels to accommodate
      development (the “2001 Agreement”).  Plaintiff alleges that his
      predecessor was not contacted to be a party to the 2001
      Agreement.  However, after the 2001 Agreement was executed, Plaintiff
      alleges that his predecessor realized his land was included in the 2001
      Agreement and recorded quit-claim deeds in December of 2002 to inform the
      parties of this fact.





Plaintiff
      alleges that he bought his predecessor’s land in 2004 after conducting
“extensive due diligence into the access rights” for his property, including a
      realization that his property was included in the Master Plan and the 2001
      Agreement.  Plaintiff alleges the existence of verbal agreements
      between one or more of the parties to the 2001 Agreement to grant access to
      his
      property.


Plaintiff
        requests a Declaratory Judgment that he is an intended third-party beneficiary
        to the 2001 Agreement since his land was included in the Master
        Plan.  Although neither he nor his predecessor were parties to the
        2001 Agreement, Plaintiff alleges that he has fully performed all his
        obligations under it and that the refusal by two of the parties to grant
        access
        to him constitutes breach of the 2001 Agreement.  Plaintiff further
        requests damages due to the breach of $5.5 million, because his land was
        landlocked and he was unable to consummate a sale of his
        property.  Finally, Plaintiff asks for an easement by necessity for
        his landlocked property and asserts entitlement to access by private
        condemnation under Utah law.
 
 We
        do not
        believe that the Civil Action will affect Talisker’s obligations under the
        Project “A” and “C” Letter Agreements to complete the Property Sale pursuant to
        those agreements.  We believe the claim is without merit and we intend
        to vigorously contest the claim.
 
 **Item
        2.         Unregistered Sales of
        Equity Securities and Use of Proceeds**
 
 None.


13


**Item
      3.         Defaults Upon Senior
      Securities**





None.





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





None.




**Item
      5.         Other
      Information**





Not
      applicable





**Item
      6.         Exhibits**




**Regulation**
                **S-B**
                **Number**
              **Exhibit**3.1
              Articles
                  of Incorporation of the Company as Amended on October 21, 1983
                  (1)3.2
              Bylaws
                  (2)10.1
              Convertible
                  Promissory Notes issued to Affiliated Mining, Inc. dated January
                  1, 2002
                  (3)10.2
              Convertible
                  Promissory Notes issued to Robert W. Dunlap dated January 1, 2002
                  (3)10.3
              Convertible
                  Promissory Note issued to Estate of Bernie Dunlap dated January
                  1, 2002
                  (3)10.4
              Convertible
                  Promissory Note issued to Lee Family Partnership dated January
                  1, 2002
                  (3)10.5
              Convertible
                  Promissory Note issued to Douglas K. Lee dated January 1, 2002
                  (3)10.6
              Convertible
                  Promissory Note issued to Janice Atkins dated January 1, 2002
                  (3)10.7
              Convertible
                  Promissory Note issued to Park-Premier Mining Company dated January
                  1,
                  2002 (3)10.8
              Convertible
                  Promissory Note issued by Park Cummings Mining Company to Park-Premier
                  Mining Company dated January 1, 200410.9
              Convertible
                  Promissory Notes issued to Affiliated Mining, Inc. dated January
                  1,
                  200410.10
              Convertible
                  Promissory Notes issued to Robert W. Dunlap dated January 1,
                  200410.11
              Convertible
                  Promissory Note issued to Estate of Bernie Dunlap dated January
                  1,
                  200410.12
              Convertible
                  Promissory Note issued to Lee Family Partnership dated January
                  1,
                  200410.13
              Convertible
                  Promissory Note issued to Douglas K. Lee dated January 1,
                  200410.14
              Convertible
                  Promissory Note issued to Janice Atkins dated January 1,
                  200410.15
              Convertible
                  Promissory Note issued by Park Cummings Mining Company to Park-Premier
                  Mining Company dated January 1, 200710.16
              Convertible
                  Promissory Notes issued to Affiliated Mining, Inc. dated January
                  1,
                  200710.17
              Convertible
                  Promissory Notes issued to Robert W. Dunlap dated January 1,
                  200710.18
              Convertible
                  Promissory Note issued to Estate of Bernie Dunlap dated January
                  1,
                  200710.19
              Convertible
                  Promissory Note issued to Lee Family Partnership dated January
                  1,
                  200710.20
              Convertible
                  Promissory Note issued to Douglas K. Lee dated January 1,
                  200710.21
              Convertible
                  Promissory Note issued to Janice Atkins dated January 1,
                  200710.22
              Loan
                  Agreement between Park-Premier Mining Company and Robert W. Dunlap
                  dated
                  January 11, 200710.23
              Promissory
                  Note issued to Robert W. Dunlap dated January 11, 200710.24
              Letter
                  Agreement dated February 15, 2007 between Park-Premier Mining Company
                  and
                  Talisker Realty Limited10.25
              Letter
                  Agreement dated February 15, 2007 between Robert and Kathy Dunlap
                  and
                  Tuhaye LLC10.26
              Letter
                  Agreement dated February 15, 2007 between Park-Premier Mining Company
                  and
                  Ranch 248 LLC31.1
              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




14





(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 annual report on
                Form
                10-KSB for the year ended December 31, 2001, 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 COMPANY**Dated:  December
                12, 2007
            By:
            /s/ Robert W. DunlapRobert
                W. Dunlap, President











15