SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

                 For the Quarterly Period ended: December 31, 1997


                         Commission file number 33-17449-D

                               PREMIUM ENTERPRISES, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

         Colorado                                84-1066959
         --------                                ----------
(State or other jurisdiction of                  (I.R.S. Employer incorporation
or organization)                                 Identification No.)


                      7609 Ralston Road, Arvada, CO, 80002
               ---------------------------------------------------
                     Address of principal executive offices)

                                 (303) 422-8127
                                 ---------------
                           (Issuer's telephone number)


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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  X  No

As of December 31, 1997, 2,025,140 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>



                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements have been prepared by Premium  Enterprises,  Inc.
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include  all  of the  adjustments  which,  in the  opinion  of  management,  are
necessary  to  a  fair  presentation  of  financial   position  and  results  of
operations.  All such  adjustments are of a normal and recurring  nature.



<PAGE>



Financial Statements

<PAGE>
<TABLE>
<CAPTION>




                            PREMIUM ENTERPRISES, INC.
                           Consolidated Balance Sheet
                                   (Unaudited)
<S>                                                                        <C>                        <C>

                                                                              December                     June
                                                                              31, 1997                   30, 1997
                                                                              --------                   --------

ASSETS

Current Assets
     Cash & Cash Equivalents                                                          $ -                        $ -

Property, Plant and Equipment
     Plant and Plant Equipment                                                          -                          -
     Equipment                                                                          -                          -
     Buildings                                                                          -                          -
                                                                                        -                          -
                                                                                        -                          -
     Less Accumulated Depreciation                                                      -                          -
                                                                                        -                          -
          Net Fixed Assets                                                              -                          -

TOTAL ASSETS                                                                          $ -                        $ -
                                                                           ===============            ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                                 $ -                        $ -
     Accrued Expenses & Interest                                                   74,860                     64,080
     Current Portion of Long-Term Debt                                                 -                          -
                                                                                 _________                    ________
          Total Current Liabilities                                                74,860                     64,080

Long Term Liabilities
     Notes Payable                                                                      -                          -
     Judgements Payable                                                           267,000                    267,000

Total Liabilities                                                                 341,860                    331,080


Stockholders' Equity
     Common Stock. No par value; 2,000,000,000 shares
     authorized; 2,025,140 issued and outstanding at June 30, 1997
     and December 31 , 1997, respectively                                       1,157,530                  1,157,530
     Additional paid-in capital                                                   509,329                    509,329
     Retained Deficit                                                          (2,008,719)                (1,997,939)
                                                                               -----------                -----------
TOTAL STOCKHOLDERS' DEFICIT                                                      (341,860)                  (331,080)
                                                                                 ---------                  ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                           $ -                        $ -
                                                                           ===============            ===============
</TABLE>





<PAGE>
<TABLE>
<CAPTION>

                                              PREMIUM ENTERPRISES, INC.
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                        For the Three Months Ended December 31,
                                                     (Unaudited)
<S>                                                                        <C>                         <C>

                                                                                   1997                        1996
                                                                                   ----                        ----
REVENUES
     Misc Income
     Cost of Sales

Gross Profit                                                                            -                           -

EXPENSES
     Interest                                                                       5,390                       4,959
     Office Expense                                                                     -                           -
     Professional Fees                                                                  -                           -
     Telephone & Utilities                                                              -                           -
                                                                                   ------                      ------
Total Operating Expenses                                                            5,390                       4,959

NET INCOME (LOSS)                                                                  (5,390)                  $  (4,595)
                                                                           ===============             ===============

Loss per Common Share                                                               (0.0)                      (0.0)

Weighted average number of shares outstanding                                   2,025,140                   2,025,140
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                              PREMIUM ENTERPRISES, INC.
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                        For the Six Months Ended December 31,
                                                     (Unaudited)
<S>                                                                        <C>                         <C>

                                                                                   1997                        1996
                                                                                   ----                        ----
REVENUES
     Misc Income
     Cost of Sales

Gross Profit                                                                            -                           -

EXPENSES
     Interest                                                                      10,780                       9,918
     Office Expense                                                                     -                           -
     Professional Fees                                                                  -                           -
     Telephone & Utilities                                                              -                           -
                                                                                   ------                      ------
Total Operating Expenses                                                           10,780                       9,918

NET INCOME (LOSS)                                                                 (10,780)                  $  (9,918)
                                                                           ===============             ===============

Loss per Common Share                                                               (0.01)                      (0.01)

Weighted average number of shares outstanding                                   2,025,140                   2,025,140
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                            PREMIUM ENTERPRISES, INC.
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
<S>                                                                        <C>                      <C>

                                                                                        Six Months
                                                                                    Ended December 31,
                                                                               1997                    1996
                                                                               ----                    ----
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                          (10,780)               $(9,918)
     Depreciation
     (Decrease) Increase in Accounts Payable                                          -                      0
     (Decrease) Increase in Accrued Expenses                                     10,780                  9,918
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            ------------

Net Cash Flows Used for Operating Activities                                          -                       -

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                  -                       -
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            ------------

Net Cash (Used by) From Investing Activities                                          -                       -

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                              -                       -
     Sale of Common Stock                                                             -                       -
     Sale of Treasury Stock                                                           -                       -
                                                                           -------------            ------------

Total Cash from (Used by) Financing Activities                                        -                       -

Increase (Decrease) in Cash                                                           -                       -


Cash and Cash Equivalents - Beginning of Period                                       -                       -


Cash and Cash Equivalents - end of Period                                             -                       -
                                                                           =============            ============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PREMIUM ENTERPRISES, INC.
                  Statements of Changes in Shareholders Equity
                               to March 31, 1999

<S>                                       <C>                <C>               <C>                <C>

                                                 Common Stock                   Retained
                                           Shares            Amount             Deficit           Balance
                                           ------            ------             -------           -------

Balance -June 30, 1997                      2,025,140         $1,666,859        $(1,997,939)      $ (331,080)

Net loss for period                                 -                  -         (   10,780)        ( 10,780)
Balance - December 31, 1997                 2,025,140          1,666,859         (2,008,719)        (341,860)

</TABLE>





<PAGE>

                            PREMIUM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1.  Presentation of Interim Information

In the opinion of the management of Premium Enterprises,  Inc., the accompanying
unaudited  financial  statements  include  all  normal  adjustments   considered
necessary to present fairly the financial  position as of December 31, 1997, and
the results of operations for the three months and six months ended December 31,
1997 and 1996,  and cash flows for the six months  ended  December  31, 1997 and
1996. Interim results are not necessarily indicative of results for a full year.

The financial  statements and notes are presented as permitted by Form 10-Q, and
do not contain  certain  information  which  would be included in the  Company's
audited financial statements and notes .



<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

The Company had $0 cash capital at the end of the period and current liabilities
exceeded  current  assets by  ($347,100).  The Company  will be forced to either
borrow  or make  private  placements  of stock in order to fund  operations.  No
assurance  exists as to the ability to achieve loans or make private  placements
of stock.

Results of Operations for the Quarter Ended December 31, 1997
-------------------------------------------------------------
     The Company  had no revenue or  operations  nor general and  administrative
expenses for the period.  The Company incurred $5,390 in interest accrual in the
period in 1997 and $4,949 in 1996 . The Company had a loss on operations for the
period in 1997  of ($5,390) and ($4,949) in 1996.  The net loss was ($5,390) in
the period in 1997 and  ($4,949) in 1996 . The loss per share in the quarter was
nominal, in 1997 and in 1996.

Results of Operations for the Six Month Period Ended December 31, 1997
----------------------------------------------------------------------

     The  company  had  no  revenues  or  operations  and  had  no  general  and
administrative  expenses in the six month  period in 1997 and 1996.  The Company
incurred  $10,780 in interest accrual in the six month period in 1997 and $9,918
in 1996.  The  Company  had a net loss of  ($10,780)in  the  period  in 1997 and
($9,918) in 1996.  The Company  lost less than ($.01) per share in the six month
periods in 1997 and 1996.

     The trend of operating  losses can be expected to continue until and unless
the company acquires or merges with a profitable business.

     (a) Plan of Operation. Premium Enterprises, Inc. (the "Company") intends to
seek to acquire assets or shares of an entity actively engaged in business which
generates  revenues,  in  exchange  for  its  securities.  The  Company  has  no
particular  acquisitions  in mind  and has not  entered  into  any  negotiations
regarding such an acquisition. As of the date of this report, the Company has no
plans, arrangements, understandings or commitments with respect to any potential
merger or acquisition,  nor is the Company engaged in negotiations  with respect
to such matter.

<PAGE>

     (b) Liquidity and Capital Resources.  At December 31, 1997, the Company had
minimal cash or other assets with which to conduct  operations.  There can be no
assurance  that the Company will be able to complete  its  business  plan and to
exploit fully any business  opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity,  the
Company is unable to predict  the  period for which it can  conduct  operations.
Accordingly,  the Company will need to seek additional  financing through loans,
the sale and issuance of  additional  debt and/or  equity  securities,  or other
financing  arrangements.  Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business  plan.  Management  believes  that the Company has  inadequate  working
capital to pursue any  operations  at this time;  however,  loans to the Company
from management and its counsel may facilitate development of the business plan.
For the  foreseeable  future,  the Company  through its  management  and counsel
intend to pursue  acquisitions  as a means to develop the  Company.  The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period,  the Company had no material cash or cash  equivalents.  There
was no significant change in working capital during this quarter.

<PAGE>



PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
- --------------------------

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party,  however,  the
Company  has had three  judgments  rendered  against it for  collection  for old
obligations for money due. Such judgements remain unsatisfied and are carried as
liabilities on the balance sheet.

Item 2. Changes in Securities.
- ------------------------------

         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
- ----------------------------------------

         (Not applicable)

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

         (Not applicable)

Item 5. Other Information.
- --------------------------

         (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------

         (a) Exhibits

         No exhibits as set forth in Regulation SB, are  necessary for this
filing.

         (b) Reports on Form 8-K

         No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.




<PAGE>


                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                     Premium Enterprises, Inc.


Date: May 23, 2001
                                                  /s/Ron Morrow
                                                  ------------------------
                                                    Ron Morrow, President