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: December 31, 2001


                         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 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>





                            PREMIUM ENTERPRISES, INC.

                              Financial Statements
                   For the Six Months Ended December 31, 2001
                                   (Unaudited)


<PAGE>







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

MichaelB. 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.
Denver, Colorado


We have reviewed the accompanying balance sheet of Premium Enterprises,  Inc. as
of December  31, 2001 and the related  statements  of  operations  for the three
month and six month periods ended December 31, 2001 and 2000, and the cash flows
for the six months  period  ended  December  31,  2001 and 2000  included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
December 31, 2001.  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 December 31,
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
January 21, 2002

/s/Michael Johnson




<PAGE>
<TABLE>
<CAPTION>
                           Premium Enterprises, Inc.
                                 Balance Sheets
                                  (Unaudited)

<S>                                                                <C>                         <C>




                                                                    December 31,                  June 30,
                                                                        2001                        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 payable                                                161,958                     147,398
                                                                   ----------------            ----------------
                                                                   ----------------            ----------------
 Total Current Liabilities                                                 523,060                     516,398
                                                                   ----------------            ----------------



Stockholders' Deficit:
  Common Stock, No par value; 20,000,000 shares
   authorized ; 2,025,140 issued and outstanding                         1,666,859                   1,666,859
  Retained deficit                                                      (2,197,817)                 (2,183,257)
                                                                   ----------------            ----------------
Total Stockholders' Deficit                                               (530,958)                   (516,398)
                                                                   ----------------            ----------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $ -                         $ -
                                                                   ================            ================
</TABLE>
                         See accountant's review report

<PAGE>
<TABLE>
<CAPTION>
                           Premium Enterprises, Inc.
                            Statements of Operations
                                  (Unaudited)
<S>                                                          <C>               <C>               <C>              <C>


                                                           For the Three Months Ended           For the Six Months Ended
                                                                  December 31,                        December 31,
                                                             2001              2000               2001            2000
                                                             ----              ----               ----            ----

Revenue:                                                           $ -               $ -               $ -              $ -
                                                             ---------         ---------         ---------        ---------
Operating Expenses:
Professional Fees                                                    -                 -                 -                -
                                                             ---------         ---------         ---------        ---------
Total Operating Expenses                                             -                 -                 -                -
                                                             ---------         ---------         ---------        ---------
Net Loss from Operations                                             -                 -                -                 -
                                                             ---------         ---------         ---------        ---------
Other Expenses
  Interest Expense                                              (7,280)           (6,675)          (14,560)         (13,350)
                                                             ---------         ---------         ---------        ---------
Total Other Expenses                                            (7,280)           (6,675)          (14,560)         (13,350)
                                                             ---------         ---------         ---------        ---------
Net ( Loss)                                                   $ (7,280)         $ (6,675)         $(14,560)        $(13,350)
                                                             =========         =========         =========        =========
Weighted average number of shares outstanding                2,025,140         2,025,140         2,025,140        2,025,140


Net Loss per common share                                     $ (0.003)          $ (.002)         $(.01)         $ (.01)
                                                             =========         =========         =========        =========
</TABLE>
                         See accountant's review report
<PAGE>
<TABLE>
<CAPTION>
                           Premium Enterprises, Inc.
                 Statements of Changes in Stockholders' Deficit
                                  (Unaudited)
<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 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                                 -                  -            (14,560)         (14,560)
                                            ---------          ---------        -----------        ---------
Balance - December 31, 2001                 2,025,140         $1,666,859        $(2,197,817)       $(530,958)
                                            =========          =========        ===========        =========

</TABLE>
                         See accountant's review report


<PAGE>
<TABLE>
<CAPTION>
                           Premium enterprises, Inc.
                            Statements of Cash Flows
                                  (Unaudited)
                                                                           For the Six Months Ended
                                                                                  December 31,
                                                                            2001                2000
                                                                            ----                ----
<S>                                                                          <C>                 <C>


Cash Flows from Operating Activities:
  Net (Loss)                                                                 $(14,560)           $(13,350)
  Adjustments to reconcile net loss to net cash
    used in operating activities
  Change in assets and liabilities
    Increase in accounts payable                                                    -              50,000
    Increase in accrued expenses                                              14,560               13,350
                                                                             --------            --------
Net Cash Flows Used In Operating Activities                                         -                   -
                                                                             --------            --------

Cash at beginning of period                                                         -                   -
                                                                             --------            --------
Cash at end of period                                                             $ -                 $ -
                                                                             ========            ========


Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for interest                                        $ -                 $ -
                                                                             ========            ========
  Cash paid during the period for income taxes                                    $ -                 $ -
                                                                             ========            ========
</TABLE>
                        See accountant's review report.

<PAGE>

                            PREMIUM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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, 2001,  and the results of  operations  for the three month and
     six month periods ended  December 31, 2001 and 2000, and cash flows for the
     six months  ended  December  31,  2001 and 2000.  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 June 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 $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  December 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 2001 and 2000
but accrued  interest on debt of $7,280 in 2001 and $6,675 in 2000. The net loss
was ($7,280) in the period in 2001 and  ($6,675) in 2000.  The loss per share in
the quarter in 2001 and 2000 was nominal.

Results of Operations for the Six Month Period Ended December 31, 2001 compared
to same period in 2000.
- ------------------------------------------------------------------------------

     The Company had no  operations  or revenues  for the six month period ended
December 31, in 2001 or 2000.  The Company  accrued  interest on debt in the six
month  period of $14,560 in 2001 and $13,350 in 2000.  The Company had losses of
($14,560)  in the six month period in 2001 and  ($13,350) in 2000.  The loss per
share was ($.01) in the period in 2001 and 2000.

     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 December 31, 2001, 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