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: March 31, 1999


                         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   No X

As of March 31 1999, 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, 1998, included in the Company's Form 10-KSB.



<PAGE>



Financial Statements

<PAGE>
<TABLE>
<CAPTION>

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

                                                                               March                       June
                                                                              31, 1999                   30, 1998
                                                                              --------                   --------

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                                                             103,103                     85,640
     Current Portion of Long-Term Debt                                                  -                          -
                                                                                ---------                -----------
          Total Current Liabilities                                               103,103                     85,640

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

Total Liabilities                                                                 370,103                   (352,640)


Stockholders' Equity
     Common Stock. No par value; 2,000,000,000 shares
     authorized; 2,025,140 issued and outstanding at June 30, 1998
     and March 31, 1999, respectively                                           1,666,859                  1,666,859
     Retained Deficit                                                          (2,036,962)                (2,019,499)
                                                                               -----------                -----------
TOTAL STOCKHOLDERS' DEFICIT                                                      (370,103)                  (352,640)
                                                                                 ---------                  ---------

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


<PAGE>
<TABLE>
<CAPTION>

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

                                                                                1999                        1998
                                                                                ----                        ----
REVENUES
     Misc Income
     Cost of Sales

Gross Profit                                                                            -                           -

EXPENSES
     Interest                                                                      17,463                      16,170
     Office Expense                                                                     -                           -
     Professional Fees                                                                  -                           -
     Telephone & Utilities                                                              -                           -
                                                                                ---------                  ----------
Total Operating Expenses                                                           17,463                      16,170

NET INCOME (LOSS)                                                                 (17,463)                  $ (16,170)
                                                                           ===============             ===============

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 STATEMENTS OF OPERATIONS
                                      For the Three Months Ended March 31,
                                                     (Unaudited)
<S>                                                                        <C>                         <C>

                                                                                1999                        1998
                                                                                ----                        ----
REVENUES
     Misc Income
     Cost of Sales

Gross Profit                                                                            -                           -

EXPENSES
     Interest                                                                       5,821                       5,390
     Office Expense                                                                     -                           -
     Professional Fees                                                                  -                           -
     Telephone & Utilities                                                              -                           -
                                                                                        -                           -
Total Operating Expenses                                                            5,821                       5,390

NET INCOME (LOSS)                                                                  (5,821)                   $ (5,390)
                                                                           ===============             ===============

Loss per Common Share                                                               (0.00)                      (0.00)

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>

                                                                                       Nine Months
                                                                                     Ended March 31,
                                                                               1999                    1998
                                                                               ----                    ----
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                          (17,463)               $(16,170)
     Depreciation
     (Decrease) Increase in Accounts Payable                                          -                       -
     (Decrease) Increase in Accrued Expenses                                     17,463                  16,170
     (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 year                                   -                  -            (21,560)         (21,560)
Balance - June 30, 1998                     2,025,140          1,666,859         (2,019,499)        (352,640)

Net loss for period                                 -                  -            (17,463)         (17,463)
Balance - March 31, 1999                    2,025,140         $1,666,859        $(2,036,926)      $ (370,103)

</TABLE>



<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 $387,150. 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, 1999  compared to same
period in 1998
--------------------------------------------------------------------------------


     The  Company  had no revenue or  operations  for the  period.  The  Company
incurred no general and  administrative  expenses in the period in 1999 and 1998
but accrued interest on debt of $5,821 in 1999 and $5,390 in 1995 in the period.
The net loss was ($5,821) in the period in 1999 and  ($5,390) in 1998.  The loss
per share in the quarter in 1999 and 1998 was nominal.

Results of Operations for the Nine Month Period Ended March 31, 1999 compared to
same period in 1998
--------------------------------------------------------------------------------

     The Company had no  operations  or revenues for the nine month period ended
March 31, in 1999 or 1998.  The  Company  accrued  interest  on debt in the nine
month  period of $17,463 in 1999 and $16,170 in 1998.  The Company had losses of
($17,463) in the nine month period in 1999 and  ($16,170) in 1998.  The loss per
share was ($.01) in the period in 1999 and 1998.

     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, 1999, 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: June 7, 2001
                                                /s/Ron Morrow
                                                 ------------------
                                                   Ron Morrow, President