SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                   FORM 10-QSB/A


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

                 For the Quarterly Period ended: March 31, 2002


                         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 March 31 2002 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.  These
financial  statements  should be read in conjunction with the audited  financial
statements at June 30, 2000, included in the Company's Form 10-KSB.



<PAGE>

                            PREMIUM ENTERPRISES, INC.

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (UNAUDITED)



<PAGE>

                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s








           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors
Premium Enterprises, Inc.
Westminster, Colorado

We have reviewed the accompanying balance sheet of Premium Enterprises, Inc. as
of March 31, 2002 and the related statements of operations for the three month
and nine month period ended March 31, 2002 and 2001, and the cash flows for the
nine months ended March 31, 2002 and 2001 included in the accompanying
Securities and Exchange Commission Form 10-QSB for the period ended March 31,
2002. These financial statements are the responsibility of the Company's
management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of June 30, 2001, and the
related statements of operations, stockholders' equity and cash flows for the
year then ended (not presented herein). In our report dated October 8, 2001, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying balance sheet as of June 30, 2001
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.



Michael Johnson & Co., LLC.
Denver, Colorado
April 9, 2002

<PAGE>
<TABLE>
<CAPTION>
                           PREMIUM ENTERPRISES, INC.
                                 Balance Sheets
                                  (Unaudited)


<S>                                                                         <C>                       <C>




                                                                               March 31,                   June 30
                                                                                  2002                      2001
                                                                            -----------------         ------------------
ASSETS:
Current assets:
   Cash                                                                                  $ -                        $ -
                                                                            -----------------         ------------------
      Total current assets                                                                 -                          -
                                                                            -----------------         ------------------

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


LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current Liabilities:
   Accounts payable - trade                                                        $ 369,000                  $ 369,000
   Accrued interest expense                                                          169,238                    147,398
                                                                            -----------------         ------------------
Total Current Liabilities                                                            538,238                    516,398
                                                                            -----------------         ------------------


Stockholders' Equity:
Common Stock, no par value; 20,000,000 shares authorized;
   2,025,140 shares issued and outstanding                                         1,666,859                  1,666,859
Retained deficit                                                                  (2,205,097)                (2,183,257)
                                                                            -----------------         ------------------
Total Stockholders' Deficit                                                         (538,238)                  (516,398)
                                                                            -----------------         ------------------


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

                        See accountant's review report.
<PAGE>
<TABLE>
<CAPTION>
                           PREMIUM ENTERPIRSES, INC.
                            Statements of Operations
                                  (Unaudited)

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


                                                      Three Months Ended                        Nine Months Ended
                                                           March 31,                                  March 31,
                                                   2002               2001                    2002               2001

Revenue                                                  $ -                 $ -                     $ -               $ -

Operating Expenses:
  Professional fees                                        -                   -                       -                 -
                                                   ---------            --------              ----------         ---------
Total Operating Expenses                                   -                   -                       -                 -
                                                   ---------            --------              ----------         ---------
Net Loss from Operations                                   -                   -                       -                 -
                                                   ---------            --------              ----------         ---------
Other Expenses:
  Interest expense                                    (7,280)             (6,675)                (21,840)          (20,025)
                                                   ---------            --------              ----------         ---------
Total Other Expenses                                  (7,280)             (6,675)                (21,840)          (20,025)
                                                   ---------            --------              ----------         ---------
Net (Loss)                                          $ (7,280)           $ (6,675)              $ (21,840)         $(20,025)
                                                   ---------            --------              ----------         ---------


Per Share Information:

   Weighted average number of
     common shares outstanding                     2,025,140           2,025,140               2,025,140         2,025,140
                                                   ---------            --------              ----------         ---------
Net Loss per Common Share                           *                   *                      *                   *
                                                   ==========           ========              ==========         =========

* Less than $.01
</TABLE>

See accountant's review report
<PAGE>
<TABLE>
<CAPTION>
                           PREMIUM ENTERPRISES, INC.
                  Statements of Stockholders' Equity (Deficit)
                                  (Unaudited)
<S>                                                     <C>               <C>                 <C>                 <C>


                                                             Common Stock                     Retained
                                                    # of Shares          Amount               Deficit              Totals
                                                    -----------          ------               -------              ------
- -

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

Net Loss                                                        -                  -              (21,560)            (21,560)
                                                        ---------         ----------          -----------          ----------
Balance - June 30, 1998                                 2,025,140          1,666,859           (2,019,499)           (352,640)
                                                        ---------         ----------          -----------          ----------
Net Loss for year                                               -                  -              (23,285)            (23,285)
                                                        ---------         ----------          -----------          ----------
Balance - June 30, 1999                                 2,025,140          1,666,859           (2,042,784)           (375,925)
                                                        ---------         ----------          -----------          -----------
Net Loss for year                                               -                  -              (25,148)            (25,148)
                                                        ---------         ----------          -----------          -----------
Balance - June 30, 2000                                 2,025,140          1,666,859           (2,067,932)           (401,073)
                                                        ---------         ----------          -----------          -----------
Net Loss for year                                               -                  -             (115,325)           (115,325)
                                                        ---------         ----------          -----------          -----------
Balance - June 30, 2001                                 2,025,140          1,666,859           (2,183,257)           (516,398)
                                                        ---------         ----------          -----------          -----------
Net Loss for period                                             -                  -              (21,840)            (21,840)
                                                        ---------         ----------          -----------          -----------
Balance - March 31, 2002                                2,025,140         $1,666,859          $(2,205,097)         $ (538,238)
                                                        =========         ==========          ===========
</TABLE>

See accountant's review report.

<PAGE>
<TABLE>
<CAPTION>

                           PREMIUM ENTERPRISES, INC.
                            Statements of Cash Flows
                                  (Unaudited)

<S>                                                                      <C>                <C>



                                                                            Nine Months Ended
                                                                       March 31,
                                                                         2002               2001
                                                                         ----               ----

Cash Flows from Operating Activities:
Net Loss                                                                 $(21,840)          $(20,025)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Increase in accrued interest payable                                    21,840             20,025
                                                                           ------           --------
Net Cash Flows Used by Operating Activities                                     -                  -
                                                                           ------           --------
Cash Flows from Investing Activities:
   Capital expenditures                                                         -                  -
                                                                           ------           --------
Net Cash Flows Provided by Investing Activities                                 -                  -
                                                                           ------           --------
Cash Flows from Financing Activities:
   Issuance of Common Stock                                                     -                  -
                                                                           ------           --------
Net Cash Flows Provided by Financing Activities                                 -                  -
                                                                           ------           --------
Net Increase (Decrease) in Cash                                                 -                  -
                                                                           ------           --------
Cash and cash equivalents - Beginning of period                                 -                  -
                                                                           ------           --------
Cash and cash equivalents - End of period                                     $ -                $ -
                                                                           ======           ========


Supplemental Disclosure of Cash Flow Information
   Cash Paid During the Year for:
      Interest                                                                $ -                $ -
                                                                           ======           ========
      Income Taxes                                                            $ -                $ -
                                                                           ======           ========
</TABLE>


<PAGE>
                            PREMIUM ENTERPRISES, INC.
                          Notes to Financial Statements
                                   (Unaudited)



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 March 31, 2002 and the
results of operations for the three months and the nine months ended March 31,
2002 and 2001, and cash flows for the nine months ended March 31, 2002 and 2001.
Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended September 30, 2001.




<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 $421,098. 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  March 31, 2001  compared to same
period in 2000
- - ----------------------------------------------------------------------------


     The  Company  had no revenue or  operations  for the  period.  The  Company
incurred no general and  administrative  expenses in the period in 2002 and 2001
but accrued interest on debt of $7,280 in 2002 and $6,675 in 2001 in the period.
The net loss was ($7,280) in the period in 2002 and  ($6,675) in 2001.  The loss
per share in the quarter in 2002 and 2001 was nominal.

Results of Operations for the Nine Month Period Ended March 31, 2002 compared to
same period in 2001
- - ----------------------------------------------------------------------------

     The Company had no  operations  or revenues for the nine month period ended
March 31, in 2002 or 2001.  The  Company  accrued  interest  on debt in the nine
month  period of $21,840 in 2002 and $20,025 in 2001.  The Company had losses of
($21,840) in the nine month period in 2002 and  ($20,025) in 2001.  The loss per
share was ($.01) in the period in 2002 and 2001.

     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>



transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

     (b) Liquidity and Capital Resources.  At March 31, 2002, 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 in 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: December 12, 2002
                                                /s/Wesley F. Whiting
                                                 ------------------
                                                   Wesley F. Whiting, President