PREMIER CONCEPTS INC /CO/, SB-2, 1997-01-16

PREMIER CONCEPTS INC /CO/
SB-2, 1997-01-16
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1997.
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
--------------------------

PREMIER CONCEPTS, INC.
(Name of small business issuer in its Charter)

<TABLE>
<S> <C> <C>
COLORADO 5699 84-1186026
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

3033 S. PARKER ROAD, SUITE 120,
AURORA, COLORADO 80014
(303) 338-1800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

SISSEL B. GREENBERG, PRESIDENT
3033 S. PARKER ROAD, SUITE 120
AURORA, COLORADO 80014
(303) 338-1800
(Name, address, including zip code, and telephone number of agent for service of
process)
--------------------------

COPIES TO:

CLIFFORD L. NEUMAN, ESQ. SAMUEL E. WING, ESQ.
NATHAN L. STONE, ESQ. JONES & KELLER, P.C.
Neuman & Cobb 1625 Broadway
1507 Pine Street Denver, Colorado 80202
Boulder, Colorado 80302 (303) 573-1600
(303) 449-2100

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462 under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE TABLE ON FOLLOWING PAGE.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1)(2) (1)(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.002 par value (3)..... 1,265,000 $4.25 $5,376,250 $1,835.88
Class A Common Stock Purchase Warrants
(4).................................. 1,265,000 $.15 $189,750 $65.43
Common Stock, $.002 Par Value,
Underlying A Warrants (5)............ 632,500 $6.375 $4,032,187.50 $1,390.41
Representative's Common Stock, $.002
par value (6)........................ 110,000 $5.10 $561,000 $193.45
Representative's Class A Warrants
(7).................................. 110,000 $.18 $19,800 $6.83
Common Stock, $.002 par value (8)..... 55,000 $6.375 $350,625 $120.91
Selling Shareholders' Common Stock,
$.002 par value issuable upon
conversion of preferred stock (9).... 102,041 $3.125 (11) $318,878.12 $109.96
Class A Common Stock Purchase Warrants
(10)................................. 483,334 $.15 (11) $72,500.10 $25.00
Common Stock, $.002 Par Value (12).... 241,667 $6.375 $1,540,627.10 $531.25
TOTAL:............................ $12,461,617 $4,297.12
</TABLE>

(1) Pursuant to Rule 416, the Registration Statement also relates to an
indeterminate number of additional shares of Common Stock issuable upon the
exercise of warrants pursuant to anti-dilution provisions contained therein,
which shares of Common Stock are registered hereunder.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

(3) Consists of Common Stock offered in the offering and issuable upon exercise
of the Underwriters' Over-Allotment Option.

(4) Consists of Class A Warrants offered in the offering and Class A Warrants
issuable upon exercise of the Underwriters' Over-Allotment Option.

(5) Consists of shares of Common Stock issuable upon exercise of the Class A
Common Stock Purchase Warrants, including the Warrants issuable upon
exercise of the Underwriters' Over-Allotment Option.

(6) Consists of Common Stock issuable upon exercise of the Representative's
Share Options.

(7) Consists of Class A Warrants issuable upon exercise of the Representative's
Warrant Options.

(8) Consists of Common Stock issuable upon exercise of the Class A Warrants
issuable upon exercise of the Representative's Warrants.

(9) Consists of Common Stock offered by the Selling Shareholders issuable upon
conversion of Series A Convertible Preferred Stock.

(10) Consists of Class A Warrants reoffered by certain Selling Shareholders.

(11) Based upon the average bid and ask prices of the Common Stock being offered
by the Selling Shareholders in accordance with Rule 457(c).

(12) Consists of Common Stock issuable upon exercise of the Class A Warrants
reoffered by the Selling Shareholders.
<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus; one to be used
in connection with the Offering of up to 1,100,000 Shares of the Company's $.002
par value Common Stock ("Shares") and 1,100,000 Class A Warrants ("A Warrants")
("Offering Prospectus"), and one to be used in connection with the sale of
Common Stock by certain selling shareholders (the "Selling Shareholders'
Prospectus"). The Offering Prospectus and the Selling Shareholders' Prospectus
will be identical in all respects except for the alternate pages for the Selling
Shareholders' Prospectus included herein and labeled "Alternate Page for Selling
Shareholders' Prospectus."
<PAGE>
PREMIER CONCEPTS, INC.

CROSS-REFERENCE INDEX

<TABLE>
<CAPTION>
ITEM NO. AND HEADING IN FORM SB-2 REGISTRATION STATEMENT LOCATION IN PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus..................... Forepart of Registration Statement and Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus......................................... Inside Front and Outside Back Cover Pages of
Prospectus

3. Summary and Risk Factors............................. Prospectus Summary; Risk Factors

4. Use of Proceeds...................................... Use of Proceeds

5. Determination of Offering Price...................... Front Cover Page; Underwriting

6. Dilution............................................. Dilution

7. Selling Securityholders.............................. Selling Shareholder Prospectus--Selling Shareholders
and Plan of Distribution

8. Plan of Distribution................................. Underwriting; Selling Shareholder Prospectus--
Selling Shareholders and Plan of Distribution

9. Legal Proceedings.................................... Legal Proceedings

10. Directors, Executive Officers, Promoters and
Controlling Persons................................ Management

11. Security Ownership of Certain Beneficial Owners and
Management......................................... Security Ownership of Management and Principal
Shareholders

12. Description of Securities............................ Description of Securities

13. Interest of Named Experts and Counsel................ Legal Matters; Experts

14. Disclosure of SEC Position on Indemnification for
Securities Act Liabilities......................... Management--Indemnification and Limitation on
Liability of Directors

15. Organization Within Last Five Years.................. The Company; Business--Overview

16. Description of Business.............................. Prospectus Summary; Risk Factors; Business

17. Management's Discussion and Analysis or Plan of
Operation.......................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Financial Statements

18. Description of Property.............................. Business

19. Certain Relationships and Related
Transactions....................................... Certain Transactions

20. Market for Common Equity and Related Stockholder
Matters............................................ Market for Common Stock

21. Executive Compensation............................... Management--Executive Compensation

22. Financial Statements................................. Financial Statements

23. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................ Business--Changes in Independent Public Accountants
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY , 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

PREMIER CONCEPTS, INC.

1,100,000 SHARES OF COMMON STOCK
1,100,000 CLASS A COMMON STOCK PURCHASE WARRANTS

Premier Concepts, Inc. (the "Company") is offering 1,100,000 shares of
Common Stock and 1,100,000 Class A Common Stock Purchase Warrants ("Warrants"),
which must be purchased together in this offering on the basis of one share of
Common Stock and one Warrant. The Common Stock and Warrants will trade
separately thereafter. Two Warrants entitle the holder to purchase one share of
Common Stock at a price of $ ("Warrant Exercise Price") during the
three-year period commencing on the date of this Prospectus and the Warrants may
be redeemed by the Company under certain circumstances. See "Description of
Securities."

It is currently anticipated that the combined offering prices of the Common
Stock and Warrants will be between $3.75 and $4.25, with $.10 allocated to the
Warrants. For a discussion of the factors considered in determining the initial
public offering prices, see "Underwriting."

Although the Company is a publicly-held corporation, the present market for
its Common Stock is limited and sporadic. On January 6, 1997, the closing bid
and ask prices of the Common Stock on the Electronic Bulletin Board System under
the trading symbol PMRCA were $2.50 and $4.50, respectively, as adjusted for a
one-for-five reverse stock split which was effective on December 20, 1996. There
is presently no trading market for the Warrants. Application has been made to
have the Common Stock and Warrants approved for quotation on the Nasdaq SmallCap
Market under the symbols "FAUX" and "FAUXW," respectively, subject to completion
of this offering.

Concurrently with the commencement of this offering, 102,041 shares of
Common Stock and 483,334 Warrants may be offered by certain Selling Shareholders
subject to certain lock-up and prospectus delivery requirements (the "Selling
Shareholders' Offering"). The Company will not receive any of the proceeds from
the sale of securities by the Selling Shareholders.
------------------------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 7.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
<S> <C> <C> <C>
Per Share....................................... $ $ $
Per Warrant..................................... $ $ $
Total (3)....................................... $ $ $
</TABLE>

(1) The Company has agreed to pay the Representative of the Underwriters (the
"Representative") a non-accountable expense allowance and to issue options
to the Representative to acquire the Representative's Securities as defined
in "Underwriting--Representative's Securities." The Company also has agreed
to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). See "Underwriting."

(2) Before deducting offering expenses remaining to be paid by the Company from
proceeds of this offering of approximately $375,000 including the
non-accountable expense allowance to the Representative. See "Underwriting."

(3) The Company has granted the Underwriters options for 45 days from the date
of this Prospectus to purchase up to an additional 165,000 shares of Common
Stock and 165,000 Warrants on the same terms as set forth above solely to
cover over-allotments, if any. If the over-allotment options are exercised
in full, the total Price to Public, Underwriting Discount and Proceeds to
Company will be $5,060,000, $506,000 and $4,554,000 respectively, assuming a
combined offering price for the Common Stock and Warrants of $4.00. See
"Underwriting."

The Common Stock and Warrants are being offered by the Underwriters, on a
firm commitment basis, subject to prior sale, when, as and if delivered to and
accepted by the Underwriters, and subject to their right to reject any order, in
whole or in part, and certain other conditions. It is expected that delivery of
the certificates representing the Common Stock and Warrants will be made on or
about , 1997.

COHIG & ASSOCIATES, INC.

The date of this Prospectus is , 1997.
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE RELATED NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL
INFORMATION WITH REGARD TO THE COMMON STOCK OF THE COMPANY IN THIS PROSPECTUS,
INCLUDING SHARE AND PER SHARE INFORMATION, GIVES EFFECT TO (I) A ONE-FOR-FIVE
(1-FOR-5) REVERSE STOCK SPLIT EFFECTED BY THE COMPANY ON DECEMBER 20, 1996, (II)
THE CONVERSION OF 416,670 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK INTO
102,041 SHARES OF COMMON STOCK.

THE COMPANY

Premier Concepts, Inc. ("Premier" or the "Company"), operating under the
name "Impostors," believes it is one of the nation's largest specialty chain
retailers of faux jewelry. Specializing in the marketing and retailing of
high-end fashion and reproduction jewelry that has the appearance, but not the
cost, of fine jewelry, the Company sells products that emulate fine jewelry and
classic pieces originally designed by famous jewelers such as Tiffany &
Co.-Registered Trademark-, Cartier-Registered Trademark-, Bulgari-Registered
Trademark- and Harry Winston. The Company's product line also includes replicas
of jewelry owned by Princess Diana, The Duchess of Windsor, Elizabeth Taylor and
other celebrities. The Company's faux jewelry is created with layered gold,
cubic zirconia and Austrian crystal to simulate the look of fine jewelry. Also,
the Company offers an extensive collection of 14 karat gold jewelry with
synthetic stones. In June 1996, the Company introduced a new collection of
genuine sterling silver featuring semi-precious and synthetic stones. The
Company's products are purchased principally from several domestic vendors and
from vendors in China, England, Hong Kong, Italy, Korea, Spain, Taiwan and
Thailand.

The 32 currently operating Impostors retail stores are designed to match the
elegant look of the Company's products and to provide customers with the feeling
of shopping in an upscale, fine jewelry environment. The Company's stores are
located in shopping malls and tourist locations. Currently, the Company has
stores in Southern California, Northern California, the states of Arizona,
Colorado, Florida, Louisiana, Maryland, Missouri, New Jersey and Washington and
in the Washington, D.C. area. During the period from August 30, 1996 to December
15, 1996, the Company opened six stores located in Colorado, Florida and New
Jersey, resulting in the current 32 locations. In addition, the Company has
entered into leases for six new retail stores in Southern California, Florida,
and Nevada, which are scheduled to open over the next five months.

The Company believes that it has an opportunity to become a leader in the
specialty retailing segment of the national and international market for faux
and reproduction jewelry and related accessory items through a combination of
internal growth and acquisitions. Its plans include expansion of retail store
locations, development of new marketing channels including multimedia and direct
mail, and the marketing of its high-end jewelry reproductions and store concept
internationally through licensing and distribution arrangements.

The Company was organized on July 15, 1988 under the laws of the State of
Colorado.

2
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Securities offered by the Company..... 1,100,000 shares of Common Stock and 1,100,000 Warrants. Two
Warrants will entitle the holder to purchase one share of
Common Stock at the Warrant Exercise Price during the
three-year period commencing on the date of this Prospectus.
The Warrants will be redeemable under certain circumstances.
See "Description of Securities."
Common Stock outstanding before
offering............................ 559,916 shares (1)(2)(3)(4)
Common Stock outstanding after
offering............................ 1,659,916 shares (1)(2)(3)(4)(5)
Use of proceeds....................... To lease, equip and stock with inventory new retail locations,
for debt reduction, to remodel existing store locations, to
develop new marketing channels, and working capital. See "Use
of Proceeds."
Proposed NASDAQ symbols:
Common Stock........................ "FAUX"
Warrants............................ "FAUXW"
</TABLE>

- --------------------------

(1) Does not include (i) 230,000 shares of Common Stock reserved for issuance
upon exercise of options which may be granted under the Company's 1993 Stock
Incentive Plan, 171,000 of which are subject to outstanding and unexercised
options having a weighted average exercise price of $2.31 per share, and of
which 45,000 options are subject to future vesting, (ii) 60,250 shares of
Common Stock reserved for issuance upon exercise of outstanding Class C
Common Stock Purchase Warrants ("C Warrants") at a price of $10.00 per
share, (iii) 12,000 shares of Common Stock reserved for issuance pursuant to
the exercise of other outstanding options and warrants having a weighted
average exercise price of $2.50 per share, and (iv) 60,000 shares of Common
Stock reserved for issuance pursuant to the exercise of options which may be
granted under the Company's 1995 Employee Stock Purchase Plan ("1995 ESPP").

(2) On June 24, 1996, the Company completed the sale of 416,670 shares of Series
A Convertible Preferred Stock ("Convertible Preferred Stock") and 208,335
Class B Warrants (the "Bridge Offering"), realizing net proceeds of
$225,000. Does not include 102,041 shares of Common Stock reserved for
issuance on the date of this Prospectus pursuant to the automatic conversion
of the Convertible Preferred Stock, or 41,667 shares of Common Stock
reserved for issuance upon exercise of the outstanding Warrants. See
"Description of Securities--Series A Convertible Preferred Stock".

(3) Does not include shares reserved for issuance upon the conversion of the 12%
Convertible Promissory Notes (the "Convertible Notes"). On December 27,
1996, the Company completed a bridge financing (the "Bridge Note Financing")
consisting of $1,120,000 in Convertible Notes and 200,000 Class B Warrants,
realizing net proceeds of $1,041,600. The Company utilized $624,325 of these
proceeds to redeem from certain securityholders 189,023 of the Company's
Common Stock and 32,500 Class C Warrants. The principal balance of the
Convertible Notes is convertible after April 1, 1997, at the option of the
holder, into shares of the Company's Common Stock at a conversion value of
$2.80 per share, subject to adjustment under certain circumstances. Each
Class B Warrant entitles the holder to purchase one share of the Company's
Common Stock at an exercise price of $5.00 per share and will be
automatically exchanged for two Warrants upon the effective date of the
Registration Statement of which this Prospectus forms a part. See
"Description of Securities--12% Convertible Promissory Notes."

(4) The Bridge Note Financing was undertaken to permit the Company to redeem
certain securities owned by former shareholders in order to facilitate this
offering and the Company's application for NASDAQ listing. The Company has
agreed and intends to utilize a portion of the proceeds of the offering to
retire the Convertible Notes. See "Use of Proceeds."

(5) Assumes no exercise of Warrants and Representative's Securities to be sold
by the Company in this offering.

3
<PAGE>
The information contained in this Prospectus relates solely to the issuance
of up to 1,100,000 shares of Common Stock and 1,100,000 Warrants and additional
Common Stock and Warrants included in the Over-Allotment Options granted to the
Underwriters. The shares of Common Stock and Warrants are being offering and
sold to the public through the Underwriters on the terms set forth in
"Underwriting."

A separate resale Prospectus may also be used in connection with the sale by
certain securityholders of up to 102,041 shares of Common Stock and 483,334
Warrants. See "Concurrent Offering." Any sales of these securities will be made
only in accordance with Prospectus delivery requirements described in the resale
Prospectus.

RISK FACTORS

This offering involves a high degree of risk and immediate substantial
dilution. Prospective investors should carefully consider the matters set forth
under "Risk Factors" and "Dilution".

SUMMARY FINANCIAL DATA

Set forth below is selected summary financial data with respect to the
Company. Financial information for the period ended January 29, 1995, for the
year ended January 28, 1996, and as of and for the nine months ended October 29,
1995 and October 27, 1996, is derived from the financial statements included
elsewhere in this Prospectus and is qualified by reference to such financial
statements and the notes related thereto. In February 1995, the Company adopted
its new fiscal year to begin January 30, 1995 and end January 28, 1996; and
thereafter the fiscal year will end on the last Sunday of each January of each
successive year.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
PERIOD ENDED YEAR ENDED --------------------------
JANUARY 29, JANUARY 28, OCTOBER 29, OCTOBER 27,
1995 (1) 1996 1995 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenues........................................... $8,335,790 $ 9,069,840 $ 6,231,250 $ 6,287,910
Operating (loss)......................................... (886,667) (37,298) (417,264) (138,297)
Income from discontinued operations...................... 141,237 270,441 177,830 16,177
Net income (loss)........................................ (1,038,726) 114,219 (350,118) (108,496)
Net income (loss) available to common shareholders....... (1,038,726) 114,219 (350,118) (116,496)
Net income (loss) per common share....................... (2.93) .23 (.77) (.15)
Weighted average number of common shares outstanding
(2).................................................... 354,600 495,800 454,851 748,939

STATISTICAL DATA:
Store revenues........................................... $8,178,054 $ 8,957,344 $ 6,188,869 $ 6,263,960
Store gross margin....................................... 5,509,955 6,337,334 4,271,714 4,436,239
Store operating expenses................................. 4,850,747 4,906,077 3,597,412 3,567,700
Store operating profit................................... 659,237 1,431,257 674,302 868,538
Corporate overhead operating expenses.................... 1,430,884 1,518,416 1,069,974 971,923
Gross margin percentage.................................. 66.4% 70.3% 68.7% 70.6%
Comparable same store sales (2).......................... 7,448,884 8,186,449 5,605,465 5,794,447
Comparable same store sales growth (2)................... N/A 9.9% N/A 3.4%
Comparable same store sales per square foot (2).......... 520.68 572.24 391.83 405.04
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
AS OF OCTOBER 27, 1996
------------------------------------------
ACTUAL PROFORMA (3) AS ADJUSTED(4)
------------ ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets....................................................... $ 3,469,379 $3,965,054 $ 6,105,054
Total liabilities.................................................. 2,310,671 3,430,671 2,060,671
Working capital.................................................... 279,803 697,078 2,837,078
Stockholders' equity............................................... 1,158,708 534,383 4,044,383
</TABLE>

- ------------------------

(1) Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed on
February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29,
1995 has been combined with Fiscal 1994 and therefore represents thirteen
(13) months of combined operations but only eleven (11) months of operations
of Impostors. This combined period is referred to as "the period ended
January 29, 1995."

(2) Includes only the 24 stores open for the entire periods being compared. For
the purpose of comparable same store sales only, the period ended January
29, 1995 includes 12 months of sales. However, the financial statement data
for the same period includes only 11 months of Impostors operations, as the
retail chain was acquired in late February, 1994.

(3) Adjusted to give effect to (i) the sale by the Company of $1,120,000 in
Convertible Notes realizing net proceeds of $1,041,600, and (ii) the use of
$624,324 of those proceeds to redeem 189,023 shares of Common Stock and
32,500 Class C Warrants.

(4) Adjusted to reflect net proceeds from the sale by the Company in this
offering of 1,100,000 shares of Common Stock and 1,100,000 Warrants at the
assumed initial offering prices of $3.90 per share and $.10 per Warrant and
the utilization of $1,370,000 of the net proceeds therefrom to retire the
Convertible Notes and other liabilities in the amount of $250,000. See "Use
of Proceeds." The "As Adjusted" information does not include the exercise of
the Warrants, the Underwriters' Over-Allotment Options or the options to
acquire the Representative's Securities. See "Use Of Proceeds,"
"Capitalization" and "Underwriting."

5
<PAGE>
THE COMPANY

The Company was incorporated on July 14, 1988 under the laws of the State of
Colorado under the name Protron Systems, Inc. In April, 1991, under the
corporate name of Silver State Holding, Inc., the Company completed a small
initial public offering in connection with its business involving the purchase
and sale of real estate in the Colorado Springs, Colorado area. In March 1993,
following the sale of all the real estate, the Company acquired two gaming
properties in Central City, Colorado in a series of transactions in which it
issued, in the aggregate, 205,800 shares of Common Stock and changed its name to
Silver State Casinos, Inc. In September 1993, the Company exchanged its interest
in those properties for 2,500,000 shares of common stock of Global Casinos,
Inc., a Utah corporation. Between September 1993 and March 1994, the Company had
no material operations. The Company has no continuing involvement or interest in
any of the prior businesses.

In March, 1994, the Company acquired from American Fashion Jewels, Inc.,
d.b.a. Impostors, and its affiliates (collectively "AFJ"), substantially all of
the assets and properties utilized in connection with the operation of the chain
of 27 Impostors retail jewelry stores and changed its name to Premier Concepts
Inc. In a parallel transaction, the Company acquired certain additional leases
utilized in connection with the operation of the retail businesses. Impostors'
assets consisted of cash, accounts receivable, inventory, leasehold
improvements, equipment, furniture, fixtures, leases, licenses, contracts,
trademarks and registrations thereof, trade names, servicemarks and
registrations thereof, and other miscellaneous assets having a book value of
approximately $3,700,000. In consideration of the assets, the Company assumed
and agreed to pay certain current and long-term liabilities, including certain
bankruptcy administrative claims, post-petition liabilities, priority claims,
notes payable and other accounts payable in the aggregate amount of
approximately $3,147,000, and issued to the unsecured creditors of AFJ an
aggregate of 27,500 shares of Common Stock. See Note 2 to Financial Statements.

AFJ opened its first reproduction jewelry store in San Francisco, California
in 1985. By 1988, Impostors had grown to ten corporate owned stores, with nine
additional stores operating as Impostors licensees. Impostors began selling
franchises in 1989, adding two additional corporate stores and 36 franchise
locations. By 1991, the chain had grown to 43 corporate stores and 69
franchises, for a total of 112 locations. In 1992, AFJ began to experience
problems in its relationships with franchisees. Many franchisees were not paying
for the merchandise purchased from Impostors, or were purchasing merchandise
from unauthorized sources. As a result, management began to terminate its
relationships with certain franchisees for failure to comply with the terms of
the franchise agreements. By the end of January, 1993, 12 franchisees had filed
suits seeking in excess of $2,000,000 in damages. The amount of resources and
management time devoted to defending the lawsuits interfered with operations and
the Company's ability to raise new capital. On May 28, 1993, AFJ and its
affiliates filed four Chapter 11 cases in the United States Bankruptcy Court for
the Northern District of California, which cases were later consolidated for
joint administration. The Company's acquisition of "Impostors" was confirmed by
the Bankruptcy Court on March 3, 1994. Concurrently with the Company's purchase
of the 27 then operating Impostors stores, the Company also acquired three
additional reproduction jewelry stores from Mirage Concepts, Inc. in exchange
for 20,000 shares of its Common Stock. Those stores were located in California
and Arizona. See Note 2 to Financial Statements.

The Company currently operates 32 Impostors stores, has executed leases for
six additional stores scheduled to open over the next five months, and has plans
to open a total of 10 new stores in the next 12 months. See "Use of Proceeds"
and "Business--Expansion Strategy."

The Company's principal offices are located at 3033 S. Parker Road, Suite
120, Aurora, Colorado 80014. Its telephone number at that address is (303)
338-1800.

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RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE POSSIBILITY OF THE
LOSS OF THEIR ENTIRE INVESTMENT IN THE COMPANY'S SECURITIES AND, ALONG WITH EACH
OF THE FOLLOWING FACTORS, CONSIDER THE INFORMATION SET FORTH ELSEWHERE IN THIS
PROSPECTUS.

RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

BANKRUPTCY OF PREDECESSOR. The Impostors operations were acquired by the
Company in 1994 out of a Chapter 11 bankruptcy proceeding by American Fashion
Jewels, Inc. ("AFJ"), the prior owner of Impostors. In its eight-year operating
history prior to the 1993 bankruptcy petition, AFJ had incurred substantial
debts, operating losses and unliquidated liabilities to numerous franchisees.
While the Company closed most of the unprofitable stores acquired from AFJ and
believes that it has defined and adopted an operating strategy which can lead to
profitable and successful operations, the Company has experienced operating
losses from its Impostors operations and there can be no assurance that the
Company's efforts to achieve profitability will be any more successful than
those of AFJ. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Financial Statements.

LACK OF PROFITABLE OPERATING HISTORY. For the year ended December 31, 1994,
the month ended January 29, 1995, the fiscal year ended January 28, 1996, and
for the nine months ended October 27, 1996, the Company reported operating
losses of $683,641, $203,026, $37,298 and $138,297, respectively. At October 27,
1996, the Company had an accumulated deficit of $1,824,527. There can be no
assurance that operating costs and expenses will not continue to out-pace
revenues, or that the Company will not continue to experience losses due to
increased operating costs and expenses and/or reduced revenues. See Financial
Statements.

OPERATING LEASES; RISK OF LONG-TERM COMMITMENTS. The commercial leases
covering the Company's existing 32 retail locations, combined with the eight
additional leases the Company has executed for new stores, in the aggregate,
represent approximately $13 million in future fixed rental payments. In
addition, all of the Company's store leases have provisions requiring additional
payments for operating expenses, real estate taxes and additional rent based
upon a percentage of sales. There can be no assurance that store revenues will
be sufficient to cover the Company's unconditional future rent obligations under
these leases. Further, the Company's leases expire at various dates from 1996 to
2007, and upon expiration, there can be no assurance that the Company will be
able to renegotiate lease terms that are favorable to the Company, or, failing
renegotiation, locate suitable replacement facilities. In October 1995, the
Company's Rodeo Drive lease, which was a month-to-month lease, expired without
renewal due to the landlord's desire to remodel the building. For the 11 month
period ended January 29, 1995, the Rodeo Drive store had contributed $97,287 to
the Company's operating income. In addition, the Company's largest store in
Union Square, San Francisco expires in the year 2001. During Fiscal 1996, this
store contributed $245,626 to the Company's total net store contribution and was
one of the five stores that contributed, in the aggregate, 52% of the total net
store contribution (store revenues less direct store expenses). The loss of the
Union Square store or one or more of the other established retail locations
could have a material adverse effect on the Company and its operations. Further,
the Company's office lease was personally guaranteed by four of the members of
the Company's Board of Directors at the time it was executed. See "Certain
Transactions--Lease Guarantee" and Notes 5 and 6 to Financial Statements.

Additionally, the Company plans to lease and open 10 additional retail
stores over the next 12 months, of which six locations are already under lease
commitment. While the Company has developed criteria utilized in identifying new
store sites, the Company has no way of predicting with certainty whether any new
location will support a profitable retail store. As a result, the Company's
expansion activities represent a substantial risk that the Company will commit
itself to new leases for locations which will prove to be unprofitable. See
"Business--Business Strategy."

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ADDITIONAL CAPITAL REQUIREMENTS; POSSIBLE ADDITIONAL DILUTION. It is
probable that the Company will require additional capital in the future to
finance its business activities. The Company's future plans include remodeling
the Company's existing stores and leasing, equipping and stocking new retail
locations during fiscal 1997. The Company also plans to heighten its
merchandizing efforts through the various home shopping networks and the
development and marketing of the Company's product catalogue. It is likely that
proceeds from this offering will be below the funding necessary for the Company
to fully develop its business strategy. Additional capital, to the extent
needed, may be obtained through borrowings or by additional equity financing.
Future equity financing may occur through the sale of either unregistered common
stock in exempt offerings or through the public offering of registered equity
securities. In any case, such additional equity financing may result in
additional dilution to investors. The Company has no arrangements for the
acquisition of additional capital, and there can be no assurance that any
additional capital, funding or revenues can be satisfactorily arranged. See
"Business," "Use of Proceeds," and "Risk Factors Related to the Offering."

SEASONALITY; FLUCTUATIONS IN CAPITAL DEMANDS. The Company's business is
highly seasonal with its mall locations generating nearly 20% of their business
during the Christmas holiday season. The Company's 15 tourist locations are less
sensitive to seasonal fluctuations, however, on a store-by-store basis, they do
experience fluctuations based upon such factors as seasonal economic conditions,
transportation costs and other factors effecting tourism in their particular
locations. This seasonality results in higher demand for working capital at
certain times of the year. Also, interim operating results are not necessarily
indicative of the Company's results of operations or financial conditions on an
annualized basis. The Company cannot accurately predict the potential adverse
effect of seasonality on its business, and there can be no assurance that the
Company can acquire or develop additional retail locations in counter-seasonal
locales or cultivate innovative marketing campaigns which will balance out the
potential adverse consequences. See "Business--Seasonality."

MANAGEMENT'S LACK OF VOTING INFLUENCE. The Company's President, Sissel B.
Greenberg, owns only 2,300 shares of Common Stock, which represents less than 1%
of the total issued and outstanding shares. All of the Company's officers and
directors as a group own only 5,200 shares, or less than 1% of the total
outstanding shares of Common Stock. Even giving effect to the exercise of their
outstanding options, the Company's officers and directors as a group will
exercise voting control over only 4.5% of the Company's outstanding shares of
Common Stock following completion of this offering. As a result of this lack of
voting influence as shareholders, there can be no assurance that the Company's
officers and directors will be able to implement the plans and strategies
described in this Prospectus. Further, it is possible that shareholders with
greater voting influence could initiate actions which could be adverse to those
plans or hostile to current management. See "Security Ownership of Management
and Principal Shareholders."

LIMITED LIQUIDITY AND CAPITAL RESOURCES. The operation of numerous retail
locations is very capital intensive, particularly during the holiday season. In
the past, the Company has operated on limited capital resources and has depended
primarily on funds generated from stock sales and short-term loans from its
shareholders and other short-term funding sources to make up any working capital
shortfalls. There can be no assurance that funds necessary for operations can be
generated from future stock sales and short-term loans from related parties
and/or other investors. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

RISK OF LEVERAGE AND DEFAULT. All of the Company's assets are encumbered by
debt, the service of which requires a substantial portion of the net cash flow
generated by the Company's operations. Of the proceeds of this offering,
$1,220,000 has been allocated to reduce the Company's secured debt including
retiring the Convertible Notes. Future losses from operations may impair the
Company's ability to service its remaining debt and retire it in accordance with
its terms. Should the Company default under any of its secured debt, a creditor
could foreclose against the Company's assets and effectively force the cessation
of the Company's business. See "Use of Proceeds" and Note 4 to Financial
Statements. Further, the Company's

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leveraged position impairs its ability to obtain additional financing to fund
working capital requirements, capital expenditures or other purposes, renders
the Company more vulnerable to extended economic downturn, restricts the
Company's ability to make acquisitions or otherwise exploit business
opportunities, and limits the Company's flexibility to respond to changing
economic conditions.

NEW BUSINESS AND LIMITED RETAILING EXPERIENCE. The Company has only been
engaged in the business of marketing and retailing high-end fashion and
reproduction jewelry since March, 1994. Certain of the Company's management does
not have prior retailing experience. As a result, the Company has only limited
experience in the merchandizing of fashion and reproduction jewelry, and there
can be no assurance that its intended activities will be successful or result in
profitable operations. It is also impossible to predict what effect, if any,
fluctuations in the United States or worldwide economy will have on such
industry. See "The Company" and "Business."

DEPENDENCE UPON MANAGEMENT. The Company's future success depends in a large
part on the continued service of its President, Sissel B. Greenberg, and to a
lesser extent on its marketing, sales and promotional personnel, as well as on
its ability to continue to attract, motivate and retain highly qualified
employees. Although the Company provides employees with the opportunity to
acquire equity in the Company pursuant to Incentive Stock Options granted under
the Company's 1993 Stock Incentive Plan, its key employees may nevertheless
voluntarily terminate their employment with the Company at any time. The loss of
the services of key personnel could have a material adverse effect upon the
Company's operations and marketing efforts. While the Company has a written
employment contract with its President, Sissel B. Greenberg, which expires on
June 20, 1997, there can be no assurance of her continued service to the
Company. The Company does not have key person life insurance covering its
management personnel or other key employees. See "Management."

COMPETITION. The Company faces significant competition from numerous
organizations throughout the country, and world-wide, which offer fashion and
reproduction jewelry, many of which possess significantly greater resources than
the Company and in many cases greater retailing expertise. Indirectly, the
Company competes against retailers of fashion jewelry on the low end and fine
jewelry on the upper end of the jewelry market. Within the faux jewelry
industry, the Company competes against department stores, some of whom have
significantly greater resources and retailing experience than the Company, as
well as other businesses which function exclusively as specialty retailers of
faux jewelry. The Company competes against these specialty retailers not only in
its sources of supply but also in locations for its retail stores. The Company
may suffer a competitive disadvantage due to its limited resources and lack of
retailing experience. See "Business--Competition."

RISK OF INFRINGEMENT. A significant portion of the Company's products
represent jewelry designs or concepts copied or inspired by fine jewelry
developed and sold by famous designers. While most jewelry designs are not
protected by copyright or trademark law, on occasion a particular design may be
subject to a design copyright or trademark registration obtained by the original
designer. Due to the magnitude of the number of the Company's products, it is
impracticable for the Company to research each jewelry design that it purchases
for resale to determine whether or not there may exist a copyright or trademark
registration preventing its unauthorized copy. While the Company has developed
certain merchandizing and purchasing methodologies which minimize the risk,
there can be no assurance that from time to time the Company will not
inadvertently infringe upon the intellectual property rights of third parties.
Under these circumstances, the Company may be subject to liability to the owner
of the design copyright or trademark to disgorge the Company's profits earned
from sales of the particular product, or in the alternative, liability for
statutory damages under copyright laws. See "Business--Intellectual Property."

NO PROPRIETARY ADVANTAGE. Neither the design nor concept of any of the
Company's jewelry is subject to protection by the Company under applicable
copyright, trademark or trade secret laws. As a result, the Company holds no
proprietary advantage over others competing in the faux jewelry markets. See
"Business--Intellectual Property."

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NO FIRM CONTRACTS FROM SUPPLIERS OR MANUFACTURERS. The Company does not
have any written contracts with any of its suppliers or manufacturers or
commitments from any of its suppliers or manufacturers to continue to sell
products to the Company. As a result, there is a risk that any of the Company's
suppliers or manufacturers may discontinue selling their products to the Company
for any reason. Although the Company believes that it could establish alternate
sources for most of its products, any delay in locating and establishing
relationships with other sources could result in product shortages and back
orders for the product, with a resulting loss of revenues to the Company. See
"Business--Suppliers and Vendors."

LICENSING AND OTHER GOVERNMENTAL REGULATION. For each retail location
operated by the Company, it is necessary for the Company to apply for and obtain
certificates of authority, permits and other licenses from state and local
governmental authorities permitting and/or controlling the Company's operation
of one or more retail stores in the particular state and/or municipality. Each
governmental jurisdiction has its own regulatory requirements which can impose
additional reporting requirements and costs. While the Company has been able to
obtain all necessary certificates, permits and licenses in the past, there can
be no assurance that future changes in governmental regulation or the adoption
of more stringent requirements may not have a material adverse impact upon the
Company's future operations. See "Business-- Properties."

EXPANSION INTO FOREIGN MARKETS. Although the Company intends to expand its
wholesale distribution into foreign markets, there can be no assurance that the
Company can open markets on a timely basis or that such new markets will prove
to be profitable. Significant regulation and legal barriers must be overcome
before marketing can begin in any foreign market. Also, before marketing has
commenced, it is difficult to assess the extent to which the Company's products
and sales techniques will be successful in any given country. In addition to
significant regulatory barriers, the Company may also expect problems relating
to entering new markets with different cultural bases and legal systems from
those encountered in the past. See "Business--Marketing and Distribution."
Moreover, expansion of the Company's operations into new markets may entail
substantial working capital and capital requirements associated with regulatory
compliance. The Company intends to spend a portion of the proceeds of this
offering for the purpose of expansion into foreign markets. See "Use of
Proceeds."

EFFECT OF EXCHANGE RATE FLUCTUATIONS. The Company intends to expand its
activities in foreign countries, both with respect to inventory purchases and
retail sales. As a result, exchange rate fluctuations may have a significant
effect on its sales, costs and gross margins. Further, if exchange rates
fluctuate dramatically, it may become uneconomical for the Company to establish
or continue purchasing or selling activities in certain countries. See
"Business--Other Marketing and Distribution Channels."

CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS. The Company has
entered into certain transactions with its former and current officers,
directors and principal shareholders relating to the issuance of securities and
an office lease. There was the potential for conflicts of interest from these
transactions. The Board of Directors has determined that any future transactions
with officers, directors or principal shareholders will be approved by the
disinterested directors and will be on terms no less favorable than could be
obtained from an unaffiliated third party. See "Certain Transactions" and
"Security Ownership of Management and Principal Shareholders."

LIMITATION OF DIRECTORS' LIABILITY. The Company's Articles of Incorporation
provide, as permitted by Colorado law, that its directors shall have no personal
liability for certain breaches of their fiduciary duties to the Company. This
provision may reduce the likelihood of derivative litigation against directors
and may discourage shareholders from bringing a lawsuit against directors for a
breach of their duty. In addition, the Company's Bylaws provide for mandatory
indemnification of directors and officers to the fullest extent permitted by
Colorado law. See "Management."

MANAGEMENT OF GROWTH. If the Company is successful in increasing demand for
the Company's products, of which there can be no assurance, growth of the
Company could create certain additional risks.

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Rapid growth can be expected to place a substantial burden on the Company's
management resources and financial controls. The Company's ability to manage its
growth effectively will require the Company to continue to implement and refine
its operational, financial and information management systems and to train,
motivate and manage its employees. The Company's ability to attract and retain
qualified personnel will have a significant affect on the Company's ability to
establish and maintain its position in the market, and failure of the Company to
manage its growth effectively could have material adverse effects on the
Company's results of operations. See "Management."

RISK FACTORS RELATED TO THIS OFFERING

OFFERING PRICES ARBITRARILY DETERMINED. The offering price of the Common
Stock and Warrants and the Warrant Exercise Price and other terms of the
Warrants being offered hereby were determined by negotiation between the Company
and the Representative and are not necessarily related to the Company's assets,
book value or financial condition, and may not be indicative of the actual value
of the Company. See "Underwriting."

BROAD DISCRETION IN APPLICATION OF PROCEEDS; UNSPECIFIED ACQUISITIONS. Of
the approximate $3,585,000 net proceeds from this offering, $1,500,000 will be
used for new store openings, $1,370,000 will be used to retire the $1,120,000 in
Convertible Notes and to repay certain short-term debt of $250,000, $250,000 for
store remodeling, and $100,000 for development of new marketing channels. The
remainder will be used for working capital and other general corporate purposes.
The net proceeds allocated to the development of new stores and marketing is
subject to change depending upon a number of factors, including future revenue
growth, the amount of cash generated by the Company's operations and the
availability of desirable locations. Management believes that the availability
of proceeds from this offering would enhance the Company's ability to expand its
business more rapidly by taking advantage of opportunities to acquire additional
retail locations, or even competitive or complementary businesses, on a
favorable basis. Although the Company is not currently a party to any agreement
or understanding with respect to any prospective acquisition, it has explored
and continues to evaluate possible opportunities that complement the Company's
business. Accordingly the Company's management will have broad discretion
concerning the exact nature of the application of net proceeds of this offering.
See "Use of Proceeds."

DILUTION. At October 27, 1996, giving retroactive effect to (i) the sale of
the Convertible Notes, (ii) the Company's redemption and cancellation of 189,023
shares of Common Stock and 32,500 Class C Warrants for a total consideration of
$624,325 and (iii) the conversion of the Convertible Preferred Stock into
102,041 shares of Common Stock, the Company had a proforma net tangible book
value of $231,908 or $.35 per share based upon 661,957 Common Stock shares
outstanding. Net tangible book value per share is determined by dividing the
number of outstanding shares of Common Stock into the net tangible book value of
the Company (total assets less total liabilities and intangible assets). After
giving effect to the sale of 1,100,000 shares of Common Stock and 1,100,000
Warrants by the Company in this offering and receipt of the estimated net
proceeds therefrom, the adjusted net tangible book value at October 27, 1996
would have been $3,953,451 or $2.38 per share of Common Stock. This represents
an immediate increase of $2.03 per share to current shareholders and an
immediate dilution of $1.62 per share or 40.5% to the investors in this
offering.

NEED FOR CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATIONS. Holders of
the Warrants will have the right to exercise the Warrants for the purchase of
shares of Common Stock only if there is a current and effective Registration
Statement and Prospectus covering the Warrants and the shares of Common Stock
issuable upon their exercise, and only if the shares are qualified for sale
under the securities laws of the applicable state or states. While the Company
has undertaken plans to do so, there can be no assurance that a current
Registration Statement and Prospectus will be in effect when any of the Warrants
are attempted to be exercised. Although the Company will seek to qualify for
sale the shares of Common Stock underlying the Warrants in those states in which
the securities are to be offered, no assurance can be given

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that such qualification will occur. The Warrants may be deprived of any value if
a Prospectus covering the shares issuable upon the exercise thereof is not kept
effective and current, or if such underlying shares are not, or cannot be,
registered in the applicable states. See "Description Of Securities."

POTENTIAL ADVERSE EFFECT OF WARRANT REDEMPTION. The Warrants may be
redeemed by the Company, after 12 months from the date of this Prospectus, at a
price of $0.05 per Warrant upon 45 days' notice, mailed after the closing bid
price of the Common Stock has equaled or exceeded 150% of the then current
Warrant Exercise Price (initially $ per share), for a period of 20 or more
of the 30 consecutive trading days immediately preceding such notice.
Warrantholders shall have exercise rights until the close of the business day
preceding the date fixed for redemption. Redemption of the Warrants could force
the holders to exercise the Warrants and pay the Exercise Price at a time when
it may be disadvantageous for holders to do so, to sell the Warrants at the then
current market price when they might otherwise wish to hold the Warrants, or to
accept the redemption price, which is likely to be substantially less than the
market value of the Warrants at the time of redemption. The Warrants may not be
redeemed or exercised unless a Registration Statement pursuant to the Securities
Act covering the underlying shares of Common Stock is current and such shares
have been qualified for sale, or there is an exemption from applicable
qualification requirements, under the securities laws of the state of residence
of the holder of the Warrant. See "Description Of Securities."

UNDERWRITERS' INFLUENCE ON THE MARKET. A significant number of the shares
of Common Stock and Warrants may be sold to customers of the Underwriters. Such
customers may subsequently engage in transactions for the sale or purchase of
such securities through or with the Underwriters. Although they have no legal
obligation to do so, the Underwriters from time to time in the future may make a
market in and otherwise effect transactions in the Company's securities. To the
extent the Underwriters do so, they may be a dominating influence in any market
that might develop and the degree of participation by the Underwriters may
significantly affect the price and liquidity of the Company's securities. Such
market making activities, if commenced, may be discontinued at any time or from
time to time by the Underwriters without obligation or prior notice. Depending
on the nature and extent of the Underwriters' market making activities and
retail support of the Company's securities at such time, the Underwriters'
discontinuance could adversely affect the price and liquidity of the Company's
securities.

LACK OF DIVIDENDS. No cash dividend was paid for the fiscal year ended
January 28, 1996, and the Company does not intend to declare or pay any
dividends on its outstanding shares of Common Stock in the foreseeable future.
In March 1994, the Company distributed to its shareholders of record, pro rata,
2,409,700 shares of the common stock of Global Casinos, Inc. previously acquired
by the Company in its disposition of two casino properties. See "Dividends."

LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK. While there
currently exists in the over-the-counter market a limited and sporadic public
trading market for the Company's Common Stock, there can be no assurance that
such a market will improve in the future, even if the Company's securities are
approved for listing on NASDAQ. There can be no assurances that an investor will
be able to liquidate his investment without considerable delay, if at all. If a
more active market does develop, the price may be highly volatile. Factors
discussed herein may have a significant impact on the market price of the shares
offered. Moreover due to the relatively low price of the Company's securities,
many brokerage firms may not effect transactions in the Company's Common Stock.
See "Description Of Securities."

RISKS OF PRICE AND VOLUME FLUCTUATIONS. The over-the-counter markets for
securities such as the Company's Common Stock and Warrants historically have
experienced extreme price and volume fluctuations during certain periods. These
broad market fluctuations and other factors, such as new product developments
and trends in the Company's industry and the investment markets generally, as
well as economic conditions and quarterly variations in the Company's results of
operations, may adversely affect the market price of the Company's Common Stock.

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POSSIBLE LOSS OF NASDAQ LISTING. In order to continue to be listed on
NASDAQ, the Company must satisfy certain maintenance standards which relate to
the Company's assets, capital surplus and public trading price of its
securities. As a result, there can be no assurance that the Company's securities
will continue to be listed on NASDAQ. If the Company's Common Stock and Warrants
are delisted from NASDAQ, trading, if any, in those securities would thereafter
be conducted in the over-the-counter market on an electronic bulletin board
established for securities that do no meet NASDAQ listing requirements, or in
what are commonly referred to as the "pink sheets." As a result, an investor
would find it substantially more difficult to dispose of, or to obtain accurate
quotations as to the price of the Company's securities, and depending upon
several factors including future market price of the Common Stock, the Company's
securities could become subject to the "penny stock" rules. See "Risk
Factors--The Securities Enforcement and Penny Stock Reform Act of 1990."

THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990. The
Securities Enforcement and Penny Stock Reform Act of 1990 requires additional
disclosure, relating to the market for penny stocks, in connection with trades
in any stock defined as a penny stock. The Commission recently adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
See "Certain Market Information."

Although the Common Stock and Warrants are anticipated to be approved for
quotation on the Nasdaq SmallCap Market, there can be no assurance that they
will remain eligible to be included on Nasdaq. In the event that the Company's
Common Stock and Warrants were no longer eligible for quotation on Nasdaq, the
Common Stock and Warrants could become subject to rules adopted by the
Commission regulating broker-dealer practices in connection with transactions in
"penny stocks." Those disclosure rules applicable to penny stocks require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized list disclosure document prepared by the
Securities and Exchange Commission. That disclosure document advises an investor
that investments in penny stocks can be very risky and that the investor's
salesperson or broker is not an impartial advisor but rather paid to sell the
shares. It contains an explanation and disclosure of the bid and offer prices of
the security, any retail charges added by the dealer to those prices ("markup"
or "markdown"), and the amount of compensation or profit to be paid to or
received by the salesperson in connection with the transaction. The disclosure
contains further admonitions for the investor to exercise caution in connection
with an investment in penny stocks, to independently investigate the security as
well as the salesperson with whom the investor is working, and to understand the
risky nature of an investment in the security. Further, the disclosure includes
information regarding the market for penny stocks, explanations regarding the
influence that marketmakers may have upon the market for penny stocks and the
risk that one or two dealers may exercise domination over the market for such
security and therefore control and set prices for the security not based upon
competitive forces. The broker-dealer must also provide the customer with
certain other information and must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Further, the rules require
that following the proposed transaction the broker provide the customer with
monthly account statements containing market information about the prices of the
securities. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. If the Company's Common Stock or Warrants
became subject to the penny stock rules, many brokers may be unwilling to engage
in transactions in the Company's

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securities because of the added disclosure requirements, thereby making it more
difficult for purchasers of Common Stock and Warrants in this offering to
dispose of their securities.

SHARES ELIGIBLE FOR FUTURE SALE. As of January 4, 1997, 559,916 shares of
the Company's Common Stock, were issued and outstanding, 502,735 of which are
"restricted securities" and under certain circumstances may, in the future, be
sold in compliance with Rule 144 adopted under the Securities Act. Of these
restricted shares, 244,409 shares are being registered for resale by the Company
in a separate Registration Statement which is expected to go effective thirty
days after the date of this Prospectus. Further, concurrently with this
offering, 102,041 shares of Common Stock and 483,334 Warrants are being
registered for sale under the Securities Act for certain selling shareholders.
In general, under Rule 144, subject to the satisfaction of certain other
conditions, a person, including an affiliate of the Company, who has
beneficially owned restricted shares of Common Stock for at least two years is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class, or if the Common Stock is quoted on NASDAQ or a stock exchange, the
average weekly trading volume during the four calendar weeks immediately
preceding the sale. A person who presently is not and who has not been an
affiliate of the Company for at least three months immediately preceding the
sale and who has beneficially owned the shares of Common Stock for at least
three years is entitled to sell such shares under Rule 144 without regard to any
of the volume limitations described above.

The Company has outstanding options and Class C Warrants exercisable to
purchase, in the aggregate, 231,250 shares of Common Stock at a weighted average
exercise price of $4.31 per share. The Company also has outstanding Warrants
exercisable to purchase 241,667 shares of Common Stock at a price of $ per
share, which warrants are being registered concurrently with this offering. In
addition, the Company is authorized to issue an additional 59,000 options under
the Company's 1993 Stock Incentive Plan ("Incentive Plan") and an additional
60,000 options under its Employee Stock Purchase Plan ("ESPP"). The Company
plans to register for sale under the Securities Act all shares issuable upon
exercise of options granted under either the Incentive Plan or ESPP. Following
completion of the offering covered by this Prospectus, assuming no exercise of
the Underwriter's Over-Allotment Option, the Company will have outstanding
Warrants exercisable to purchase, in the aggregate, 791,667 shares of Common
Stock at a price of $ per share, including Warrants issuable upon exercise
of the option granted to the Representative. See also "Options to
Representative" below. The Company has undertaken to register for sale under the
Securities Act all shares issuable upon exercise of those Warrants. No
prediction can be made as to the effect, if any, that sales of shares of Common
Stock or the availability of such shares for sale will have on the market prices
prevailing from time to time. Nevertheless, the possibility that substantial
amounts of Common Stock may be sold in the public market may adversely affect
prevailing market prices for the Common Stock and could impair the Company's
ability to raise capital in the future through the sale of equity securities.
Actual sales or the prospect of future sales of shares of Common Stock under
Rule 144 may have a depressive effect upon the price of the Common Stock and the
market therefor.

RIGHTS TO ACQUIRE SHARES. A total of 231,250 shares of Common Stock have
been reserved for issuance upon exercise of outstanding options and warrants,
all but 45,000 of which are currently exercisable. In addition, there are
outstanding Warrants exercisable to purchase an aggregate of 241,667 shares of
Common Stock. The exercise prices of these options and warrants range between
$1.875 per share and $10.00 per share, with a weighted average exercise price of
approximately $4.31 per share. During the terms of the outstanding options and
warrants, the last of which expire in 2003, the holders thereof will have the
opportunity to profit from an increase in the market price of the Company's
Common Stock with resulting dilution to the holders of the Common Stock. The
existence of such options and warrants may adversely affect the terms on which
the Company can obtain additional financing, and the holders of such options and
warrants can be expected to exercise or convert those securities at a time when
the Company, in all likelihood, would be able to obtain additional capital by
offering shares of its Common Stock on

14
<PAGE>
terms more favorable to the Company than those provided by the exercise or
conversion of such options or warrants.

AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of Incorporation,
as amended, authorize the issuance of up to 20,000,000 shares of preferred
stock, $.10 par value. The Board of Directors has been granted the authority to
fix and determine the relative rights and preferences of preferred shares, as
well as the authority to issue such shares, without further stockholder
approval. As a result, the Board of Directors could authorize the issuance of a
series of preferred stock which would grant to holders preferred rights to the
assets of the Company upon liquidation, the right to receive dividend coupons
before dividends would be declared to common stockholders, and the right to the
redemption to such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend against unwanted tender
offers or hostile takeovers without further shareholder approval. The ability of
the Board to issue one or more series of preferred stock without further
stockholder approval could have the effect of delaying, deterring or preventing
a change in control of the Company or otherwise making it more difficult for a
person to acquire control of the Company. Further, the ability of the Board to
so issue one or more series of Preferred Stock could have a depressive effect on
the market price of the Company's Common Stock. See "Description Of Securities."

AUTHORIZATION OF ADDITIONAL SHARES. The Company's Articles of
Incorporation, as amended, authorized the issuance of up to 850,000,000 shares
of Common Stock, of which 559,916 shares are outstanding on the date of this
Prospectus. The Company's Board of Directors has the authority to issue
additional shares of Common Stock and to issue options and warrants to purchase
shares of the Company's Common Stock without shareholder approval. Future
issuance of Common Stock could be at values substantially below the offering
price in the offering and therefore could represent further substantial dilution
to investors in the offering. In addition, the Board could issue large blocks of
voting stock to fend off unwanted tender offers or hostile takeovers without
further shareholder approval. The Company has outstanding options and warrants
exercisable to purchase in the aggregate up to 231,250 shares of Common Stock at
an average exercise price of $4.31 per share. Exercise of the options will have
a further dilutive effect on existing shareholders and investors in the
offering. See "Description Of Securities."

OPTIONS TO REPRESENTATIVE. In connection with this offering, the Company
will sell to the Representatives, for a nominal cost, options (the
"Representative's Securities") to purchase up to 110,000 shares of Common Stock
and 110,000 Warrants. The Representative's Securities will be exercisable
commencing one year after the date of this Prospectus and for four years
thereafter, at an exercise price of 120% of the initial public offering prices
of the Common Stock and of the Warrants. Holders of the Representative's
Securities are given the opportunity to profit from a rise in the market price
of the Common Stock with a resulting dilution of the interest of shareholders.
Furthermore, the Company will grant certain registration rights with regards to
the Representative's Securities and such registration could result in
substantial expense to the Company. See "Underwriting--Representative's
Securities."

15
<PAGE>
USE OF PROCEEDS

The proceeds to the Company from the offering, net of expenses of the
offering remaining to be paid, estimated to be $375,000, will be approximately
$3,585,000, assuming a combined offering price of a share of Common Stock and a
Warrant of $4.00. Management anticipates that the proceeds will be applied with
the following priority during the next 12 month period:

<TABLE>
<CAPTION>
DESCRIPTION OF USE AMOUNT PERCENT
- ------------------------------------------------------------------------------ ------------ -----------
<S> <C> <C>
Opening new retail locations(1)............................................... $ 1,500,000 41.8%
Debt reduction(2)............................................................. 1,370,000 38.2%
Remodeling existing retail locations(3)....................................... 250,000 7.0%
Development of marketing channels(4).......................................... 100,000 2.8%
Working capital(5)............................................................ 365,000 10.2%
------------ -----------
$ 3,585,000 100.00%
------------ -----------
------------ -----------
</TABLE>

- ------------------------

(1) During the next 12 months, the Company intends to open ten new retail
locations. The cost to open a new store will range between $100,000 and
$200,000 depending on location and size. The cost of opening a new store
includes leasehold improvements, equipment and fixtures, and initial
inventory buildup. The Company is currently targeting tourist and upscale
locations in existing and new markets. To date, the Company has executed six
additional leases in California, Florida, and Nevada. Management has also
engaged in negotiations with several potential lessors in Arizona, Florida,
Massachusetts, Nevada, New Jersey and New York and shortly after the
offering, expects to have identified a "target list" of possible additional
locations for expansion. Any funds not used to open new stores will be
allocated to working capital.

(2) Consists of repayment of the $1,120,000 in Convertible Notes and $200,000 in
short-term notes, of which $100,000 is collateralized by the Company's
assets, and $50,000 of selected accounts payable. See "Description of
Securities--12% Convertible Promissory Notes."

(3) The Company's merchandising strategy focuses on high-quality designer
influenced products and an upscale shopping environment. To this end, the
Company has launched a campaign to enhance the appearance of its existing
stores. The Company intends to allocate a portion of the proceeds to remodel
up to six stores over the next 12 months.

(4) Over the next 12 months, the Company plans to enhance and upgrade its
internet website, pursue wholesale opportunities in the international
marketplace, establish arrangements with home shopping networks and complete
the Company's product catalogue. The development of these additional
marketing channels is expected to cost approximately $100,000 over the next
12 months.

(5) The proceeds allocated to working capital will be applied, to the extent
necessary, to the Company's current operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations." A portion of
those proceeds may also be used for additional store remodelings in the
future. Further, as it is an inherent part of the Company's strategic plan
to achieve long-term growth and profitable operations through, in part,
acquisitions, a portion of the proceeds allocated to working capital may be
used in connection the acquisition of one or more stores or chain of stores.
While the Company regularly evaluates acquisition and business combination
opportunities, there are no substantive negotiations, arrangements,
agreements or understandings with respect to any potential acquisition.

The amounts set forth above represent the Company's present intentions for
the use of the proceeds from this offering. However, actual expenditures could
vary considerably depending upon many factors, including, without limitation,
changes in the economic conditions, unanticipated complications, delays and

16
<PAGE>
expenses, or problems relating to the development of additional retail
locations. Any reallocation of the net proceeds of the offering will be made at
the discretion of the Board of Directors but will be in furtherance of the
Company's strategy to achieve growth and profitable operations through the
development of additional retail locations. The Company's working capital
requirements are a function of its future sales growth and expansion, neither of
which can be predicted with any reasonable degree of certainty. As a result, the
Company is unable to precisely forecast the period of time for which proceeds of
this offering will meet its working capital requirements. The Company may need
to seek funds through loans or other financing arrangements in the future, and
there can be no assurance that the Company will be able to make such
arrangements in the future should the need arise.

Pending use of the net proceeds of the offering, the funds will be invested
temporarily in certificates of deposit, short-term government securities or
similar investments. Any income from these short-term investments will be used
for working capital.

17
<PAGE>
DILUTION

At October 27, 1996, giving retroactive effect to (i) the sale of the
Convertible Notes, (ii) the Company's repurchase of 189,023 shares of Common
Stock and 32,500 Class C Warrants for a total consideration of $624,325 and
(iii) the conversion of the Convertible Preferred Stock into 102,041 shares of
Common Stock, the Company had a proforma net tangible book value of $231,908 or
$.35 per share based upon 661,957 Common Stock shares outstanding. Net tangible
book value per share is determined by dividing the number of outstanding shares
of Common Stock into the net tangible book value of the Company (total assets
less total liabilities and intangible assets). After giving effect to the sale
of 1,100,000 shares of Common Stock and 1,100,000 Warrants by the Company in
this offering at prices of $3.90 and $.10, respectively, and receipt of the
estimated net proceeds therefrom, the adjusted net tangible book value at
October 27, 1996 would have been $3,953,451 or $2.38 per share of Common Stock.
This represents an immediate increase of $2.03 per share to current shareholders
and an immediate dilution of $1.62 per share or 40.5% to the investors in this
offering. The following table illustrates the per share dilution, assuming all
1,100,000 shares of Common Stock and Warrants are sold in this offering:

<TABLE>
<S> <C> <C>
Assumed public offering price per share of Common Stock and Warrant (1)...... $ 4.00

Net tangible book value per share of Common Stock before offering (2)...... $ .35

Increase per share of Common Stock attributable to new investors........... $ 2.03
---------

Adjusted net tangible book value per share of Common Stock after offering
(2)(3)(4)................................................................... $ 2.38
-----

Dilution of net tangible book value per share of Common Stock to new
investors (2)(3)(4)......................................................... $ 1.62
-----
-----

Dilution per share of Common Stock as a percentage of offering price
(2)(3)(4)................................................................... 40.5%
-----
-----
</TABLE>

- --------------------------

(1) Includes the price of the Warrant.

(2) Assumes that all the consideration paid by investors in the Bridge Offering
and Bridge Note Financing is allocated to the Convertible Preferred Stock
and Convertible Notes, respectively. Also assumes conversion of all shares
of Convertible Preferred Stock into 102,041 shares of Common Stock.

(3) Additional dilution to new investors will also result if shares of Common
Stock are issued upon exercise of outstanding warrants and options available
for grant under the Company's 1993 Stock Incentive Plan, which have exercise
prices of less than the offering price per share paid for shares of the
Company's Common Stock purchased in this offering. Further, warrants and
options are outstanding to purchase an aggregate of 231,250 shares of Common
Stock at a weighted average exercise price of $4.31 per share, as well as
Warrants exercisable to purchase an additional 241,667 shares of Common
Stock at a price of $ per share.

(4) Assumes no exercise of Warrants or Representative's Securities.

As of the date of this Prospectus the Company has sold the outstanding
661,957 shares of Common Stock, giving effect to the conversion of 416,670
shares of Convertible Preferred Stock into 102,041 shares of Common Stock, for a
total purchase price of $2,358,910, at an average cost per share of
approximately $3.50. On December 27, 1996, the Company completed the redemption
of 189,023 of its Common Stock shares from certain shareholders, which reduced
the net number of shares sold by the Company to 661,957. This compares to a
purchase price of $4.00 per share of Common Stock and Warrant for investors in
this offering. Upon completion of this offering, assuming the maximum number of
shares are sold, and after deduction of expenses of the offering, investors will
have contributed 59.8% of the capital of the Company for which they will have
received 62.4% of the Common Stock.

18
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of
October 27, 1996 (i) on a historical basis, (ii) proforma giving effect to the
sale of the Convertible Notes and redemption and cancellation of 189,023 shares
of Common Stock and (iii) as adjusted to give effect to the conversion of the
Convertible Preferred Stock, the sale of the securities offered hereby and the
initial application of the estimated net proceeds therefrom. See "Use of
Proceeds." This section should be read in conjunction with the financial
statements and notes to the financial statements which are contained elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
OCTOBER 27, 1996
------------------------------------------------
AS
ACTUAL PRO FORMA(1) ADJUSTED(1)(2)(3)(4)
------------- ------------- ------------------
<S> <C> <C> <C>
Long term debt....................................... $ 691,104 $ 1,811,104 $ 691,104
Stockholders' equity
Preferred Stock, $.10 par value, 20,000,000 shares
authorized; 416,670 shares outstanding, 416,670
outstanding pro forma(1); none outstanding as
adjusted......................................... 41,667 41,667 --
Common Stock, $.002 par value, 850,000,000 shares
authorized; 748,939 shares issued and
outstanding; 559,916 shares outstanding pro
forma(1) 1,761,957 as adjusted.(2)............... 1,498 1,120 3,524
Additional paid-in capital......................... 2,940,070 2,316,123 5,865,386
Accumulated deficit.................................. (1,824,527) (1,824,527) (1,824,527)
Total stockholders' equity (3)....................... 1,158,708 534,383 4,044,383
------------- ------------- ------------------
Total capitalization................................. $ 1,849,812 $ 2,345,487 $ 4,735,487
------------- ------------- ------------------
------------- ------------- ------------------
</TABLE>

- ------------------------

(1) Adjusted to give effect to (i) the sale of the Convertible Notes in the
Bridge Note Financing and (ii) the redemption and cancellation of 189,023
Shares of Common Stock (the "Pro Forma Adjustments").

(2) Adjusted to give effect to (i) the Pro Forma Adjustments, (ii) the sale of
1,100,000 Shares of Common Stock and 1,100,000 Warrants offered hereby for
gross proceeds of $3,960,000, (iii) reduced by estimated expenses of the
offering of $450,000, of which $75,000 have already been paid by the Company
and (iv) the repayment of the $1,120,000 in Convertible Notes.

(3) Does not include (i) 230,000 shares of Common Stock reserved for issuance
upon exercise of options which may be granted under the Company's 1993 Stock
Incentive Plan, 171,000 of which are subject to outstanding and unexercised
options having a weighted average exercise price of $2.31 per share, and of
which 45,000 options are subject to future vesting, (ii) 60,250 shares of
Common Stock reserved for issuance upon exercise of outstanding Class C
Common Stock Purchase Warrants ("C Warrants") at a price of $10.00 per
share, (iii) 12,000 shares of Common Stock reserved for issuance pursuant to
the exercise of other outstanding options and warrants having a weighted
average exercise price of $2.50 per share, (iv) 60,000 shares of Common
Stock reserved for issuance pursuant to the exercise of options which may be
granted under the Company's 1995 Employee Stock Purchase Plan ("1995 ESPP"),
and (v) 241,667 shares of Common Stock reserved for issuance upon exercise
of outstanding Warrants.

(4) Assumes no exercise of Warrants and Representative's Securities to be sold
by the Company in this offering.

19
<PAGE>
DIVIDENDS

No cash dividend was paid for the last two fiscal years. In March 1994,
following completion of a rights offering, the Company distributed to its
shareholders of record, PRO RATA, 2,409,700 shares of the common stock of Global
Casinos, Inc. previously acquired by the Company in its disposition of two
casino properties.

While no decision with regard to the payment of dividends in the future has,
to date, been made, the Company does not, as of the date of this Prospectus,
intend to declare or pay any dividends on its outstanding shares of Common Stock
in the foreseeable future. Future dividend policy is subject to the discretion
of the Board of Directors, and is dependent upon a number of factors including
future earnings, capital requirements and the financial condition of the
Company. The rights of Common Stock shareholders to dividends shall be subject
to the rights and preferences of Preferred Stock shareholders, if any, at the
time the dividend is declared.

20
<PAGE>
CERTAIN MARKET INFORMATION

PRICE RANGE OF COMMON STOCK

The outstanding shares of Common Stock are traded over-the-counter and
quoted on the OTC Electronic Bulletin Board on a limited and sporadic basis
under the symbol "PMRCA." The reported high and low bid and asked prices for the
Common Stock are shown below for the period through January 6, 1997. The prices
presented are bid and asked prices which represented prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commission to the broker-dealer. The prices do not necessarily reflect actual
transactions.

<TABLE>
<CAPTION>
BID(1) ASK(1)
-------------------------- --------------------------
HIGH LOW HIGH LOW
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1994
First Quarter...................................... $ 7.50 $ 6.25 $ 10.00 $ 10.00
Second Quarter..................................... 7.50 7.50 10.00 10.00
Third Quarter...................................... 7.50 7.50 10.00 10.00
Fourth Quarter..................................... 5.00 5.00 10.00 10.00

1995
First Quarter...................................... (2) (2) (2) (2)
Second Quarter..................................... $ 5.00 $ 5.00 $ 10.00 $ 10.00
Third Quarter...................................... 5.00 1.25 10.00 3.75
Fourth Quarter..................................... 3.75 1.875 8.125 6.25

1996
First Quarter...................................... $ 2.50 $ 1.875 $ 8.125 $ 4.375
Second Quarter..................................... 2.50 1.875 4.375 4.375
Third Quarter...................................... 3.44 2.50 5.94 4.06
Fourth Quarter (through January 6, 1997)........... 3.44 2.50 4.50 4.06
</TABLE>

- ------------------------

(1) All prices have been adjusted to give retroactive effect to a one-for-five
reverse stock split which was effective on December 20, 1996.

(2) No trading activity during the period.

The bid and ask prices of the Company's Common Stock on January 6, 1997 were
$2.50 and $4.50, respectively, as quoted on the OTC Electronic Bulletin Board
and as adjusted for the reverse stock split referred to above. As of January 6,
1997 there were approximately 630 shareholders of record of the Company's Common
Stock.

21
<PAGE>
SELECTED FINANCIAL DATA AND STATISTICAL DATA

<TABLE>
<CAPTION>
NINE MONTHS ENDED
PERIOD ENDED YEAR ENDED --------------------------
JANUARY 29, JANUARY 28, OCTOBER 29, OCTOBER 27,
1995 (1) 1996 1995 1996
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenues........................................... $ 8,335,790 $ 9,069,840 $ 6,231,250 $ 6,287,910
Operating (loss)......................................... (886,667) (37,298) (417,264) (138,297)
Income from discontinued operations...................... 141,237 270,441 177,830 16,177
Net income (loss)........................................ (1,038,726) 114,219 (350,118) (108,496)
Net income (loss) available to common shareholders....... (1,038,726) 114,219 (350,118) (116,496)
Net income (loss) per common share....................... (2.93) .23 (.77) (.15)
Weighted average number of common shares outstanding
(2).................................................... 354,600 495,800 454,851 748,939

STATISTICAL DATA:
Store revenues........................................... $ 8,178,054 $ 8,957,344 $ 6,188,869 $ 6,263,960
Store gross margin....................................... 5,509,955 6,337,334 4,271,714 4,436,239
Store operating expenses................................. 4,850,747 4,906,077 3,597,412 3,567,700
Store operating profit................................... 659,237 1,431,257 674,302 868,538
Corporate overhead operating expenses.................... 1,430,884 1,518,416 1,069,974 971,923
Gross margin percentage.................................. 66.4% 70.3% 68.7% 70.6%
Comparable same store sales (2).......................... 7,448,884 8,186,449 5,605,465 5,794,447
Comparable same store sales growth (2)................... N/A 9.9% N/A 3.4%
Comparable same store sales per square foot (2).......... 520.68 572.24 391.83 405.04
</TABLE>

<TABLE>
<CAPTION>
AS OF OCTOBER 27, 1996
------------------------------------------
ACTUAL PROFORMA(3) AS ADJUSTED(4)
------------ ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets........................................................ $ 3,469,379 $ 3,965,054 $ 6,105,054
Total liabilities................................................... 2,310,671 3,430,671 2,060,671
Working capital..................................................... 279,803 697,078 2,837,078
Stockholders' equity................................................ 1,158,708 534,383 4,044,383
</TABLE>

- ------------------------

22
<PAGE>
represents thirteen (13) months of combined operations but only eleven (11)
months of operations of Impostors. This combined period is referred to as
"the period ended January 29, 1995."

(3) Adjusted to give effect to (i) the sale by the Company of $1,120,000 in
Convertible Notes realizing net proceeds of $1,041,600, and (ii) the use of
$624,325 of those proceeds to redeem 189,023 shares of Common Stock and
32,500 Class C Warrants.

23
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report.

RETAIL FISCAL YEAR

The method of financial reporting is a fifty-two to fifty-three (52-53) week
fiscal year ending on the last Sunday in January of each year. Likewise,
reporting quarters end on the Sunday closest to the calendar end of April, July
and October. Each reporting quarter contains 13 weeks of operations.

LIQUIDITY AND CAPITAL RESOURCES

Approximately 20% of the Company's business is generated during the
Christmas holiday season. The Company's cash position will therefore be the
highest at the end of December as compared to any other month of the year, and
tends to decrease during the first, second, and third quarters of the fiscal
year. On June 24, 1996, the Company successfully completed a bridge financing in
which it sold an aggregate of 416,670 shares of Series A Convertible Preferred
Stock and 208,335 Class B Warrants, realizing net proceeds of $225,000. These
proceeds were primarily used to finance the remodeling projects for the St.
Louis and Tucson locations, to partially finance the completion of a new store
in the Park Meadows Mall in Denver, Colorado, and to purchase various fixtures
and equipment associated with improvements for other existing locations. The
Company's net accounts payable and other accrued liabilities increased
approximately $542,000 during the nine months ended October 27, 1996. The bridge
financing funds and increases in accounts payable have been largely used to
finance new store construction and existing store remodels that were completed
during the first nine months of fiscal 1997, to purchase fixtures and equipment,
to finance increases in inventories for the Christmas holiday season and
anticipated new store openings in the fourth quarter, to finance offering costs,
net losses, and to reduce notes payable. As a result, the Company's cash
position decreased by $279,579 from $327,198 at January 28, 1996 to $47,619 at
October 27, 1996.

During the first nine months of fiscal 1997, the Company continued its
efforts to liquidate its common stock position in Global Casinos, Inc.
Therefore, marketable securities decreased from $45,113 at January 28, 1996 to
$7,006 at October 27, 1996. Management intends to liquidate its remaining
securities holdings as allowed by the general market conditions.

During the nine months ended October 27, 1996, the Company invested $475,185
in construction in process, leasehold improvements, furniture and equipment.
Approximately $413,000 of this investment represents leasehold improvements,
furniture and fixtures in connection with the remodels and investments in the
locations in San Mateo, California, St. Louis, Missouri, Tucson, Arizona,
Bellevue, Washington, and Denver, Colorado, as well as minor improvements and
maintenance of other existing locations. The balance of approximately $62,000
represents investments in corporate office improvements and purchases of
furniture and equipment in connection with the relocation of the corporate
office in January, 1996.

Therefore, property and equipment, net of $783,520 in accumulated
depreciation, increased $276,822 from $977,727 at January 28, 1996, to
$1,254,549 at October 27, 1996. At January 28, 1996, the Company's trademark
assets were $104,900, net of accumulated amortization, which represented the
goodwill associated with the Impostors trademark and other intellectual property
acquired as part of the purchase of the Impostors' assets in February, 1994. The
Company's trademark asset is being amortized over a 10 year period, and had an
amortized book value of $90,933 at October 27, 1996.

As of October 27, 1996, the Company had total outstanding liabilities of
$2,310,671 compared to $1,994,590 at January 28, 1996, representing an increase
of $316,081 which was due to an increase in

24
<PAGE>
current liabilities of $349,478, from $1,178,567 at January 28, 1996 to
$1,528,045 at October 27, 1996. This increase was primarily the result of an
increase in net accounts payable of approximately $715,000 which was used to
help finance offering costs, store remodelings and net losses from operations
and to reduce notes payable. Also, management continued its efforts to purchase
larger quantities of inventories to maintain favorable inventory costs and to
increase inventory levels to accommodate the opening of Park Meadows, and the
new store openings which occurred in the months of November and December, and
the normal inventory build-up for the Christmas holiday season. As a result of
the foregoing, working capital decreased by $403,369, from $683,172 at January
28, 1996 to $279,803 at October 27, 1996. See "Subsequent Events" below.

The amount borrowed from related parties was $74,420 at October 27, 1996
which reflects a reduction of $24,459, from the January 28, 1996 figure of
$98,879. During the nine month period, the Company also reduced other short and
long term notes by $174,900, which resulted in other notes payable of $963,866
as of October 27, 1996 compared to $1,138,766 at January 28, 1996. As of October
27, 1996, the Company was in arrears in the payment of two notes totaling, in
the aggregate, approximately $150,000. Management has been in discussions with
the two noteholders and plans to retire these two notes with the proceeds from
this offering.

The largest portion of the Company's long-term debt is comprised of a
$635,000 promissory note, which note carries interest at the rate of 10% per
annum and is payable in monthly interest payments of approximately $5,300 and is
due February 22, 1998. The note is secured by the Company's assets.

As a result of the Company's net loss for the nine months of $108,496, the
accumulated deficit increased from $1,716,031 at January 28, 1996 to a deficit
of $1,824,527 at October 27, 1996. However, due to the Company realizing
$225,000 from the Bridge Offering in June, 1996, stockholders' equity increased
in the nine months from $1,042,204 at January 28, 1996 to $1,158,708 at October
27, 1996.

Net cash provided by operating activities for the period ended October 27,
1996 was $316,692, compared to net cash used by operating activities of $113,852
for the nine months ended October 29, 1995. The primary changes in cash flow
generated by operations in the nine month periods ended October 27, 1996, and
October 29, 1995 reflects the increase in accounts payable and other accrued
liabilities of $506,254 and $515,607 for the two periods respectively. The
improvement in cash generated by operations was principally due to lower
overhead costs and a resulting reduction in the operating loss for the period,
and the Company's reduced position of investments in securities holdings.

During the nine months ended October 27, 1996, the Company invested $475,185
in capital equipment, which reflects the investments in leasehold improvements,
furniture and equipment discussed above. During the period, management continued
its efforts to sell its holdings of Global Casinos common stock, which resulted
in proceeds of $50,564.

Net cash used in financing activities for the nine months ended October 27,
1996 and October 29, 1995 was $171,650 and $57,166 respectively. The majority of
the change was the result of reduced payments on notes payable in 1996 as
compared to 1995 in the amount of $128,683, and $211,542 of deferred offering
costs incurred in connection with the proposed public financing discussed above.

The foregoing resulted in a decrease in the Company's cash position of
$91,140, from $138,759 at October 29, 1995 to $47,619 at October 27, 1996.

At January 28, 1996, the Company had a net operating loss carryforward
("NOL") for federal tax purposes of approximately $680,000 that may be utilized
to offset future profits. Due to the public offering, the usage of the NOL may
be limited in any one period under Section 382 of the Internal Revenue Code.

As mentioned above, during the months of August, September, October,
November and December, the Company opened six additional retail locations. These
locations are at the Park Meadows Mall in Denver, Colorado, the Coastland Center
in Naples, Florida, Sawgrass Mills in Sunrise, Florida, Bayside

25
<PAGE>
Marketplace in Miami, Florida, Menlo Park in Edison, New Jersey, and Garden
State Plaza in Paramus, New Jersey. In addition, the Company has executed six
additional leases to open new locations in the first quarter of fiscal 1998.
These stores will be located in Miami, Florida, Orange County, California, two
locations in Ft. Lauderdale, Florida, Washington DC, and Las Vegas, Nevada.
Other sites are currently being evaluated. Depending on location and size, the
opening of a new retail location represents an aggregate capital commitment of
approximately $100,000-$200,000 which includes leasehold improvements,
furniture, fixture, equipment and inventory.

The Company intends to use the proceeds from this offering to retire
$1,120,000 in Convertible Notes and $250,000 in other long- and short-term
obligations. The balance of offering proceeds will be used to fund the growth of
its retail chain and take advantage of other distribution opportunities such as
direct mail, home shopping and internet distribution. However, since the
Company's ability to achieve profitability in the future depends, to a large
extent, upon realizing economies from expansion without proportionate increases
in general and administrative expenses, the largest use of the proceeds from the
financing will be utilized to expand the number of stores to 42 within the next
12 months.

The Company believes the proceeds from this offering, along with cash flow
generated by operations will be sufficient to meet the Company's capital needs
over the next 12 months. However, if the Company is unsuccessful in securing the
contemplated financing, its ability to pursue additional opportunities for
distribution and retail store expansion will be significantly impaired and the
results of operations for future periods may be adversely affected.

SUBSEQUENT EVENTS

On December 27, 1996, the Company consummated the sale of $1,120,000 in
Convertible Promissory Notes and 200,000 Class B Warrants, realizing net
proceeds of $1,041,600. From the net proceeds, the Company utilized $624,325 to
redeem from certain former securityholders an aggregate of 189,023 shares of
Common Stock and 32,500 Class C Warrants. The Convertible Notes bear interest at
the rate of 12% per annum, payable quarterly and are convertible into shares of
Common Stock commencing April 1, 1997, at the option of the holder, at a
conversion value of $2.80 per share. However, if (i) the Company fails to
complete a public offering of its securities by June 30, 1997 or (ii) the
principal balance of the Convertible Notes is not retired by the Company by
their Maturity Date, the conversion value is reduced to $1.00 per share. The
Company has agreed to retire the Convertible Notes from the proceeds of this
offering. Unless earlier converted or retired, the Convertible Notes mature and
become due and payable on December 26, 1999. The obligation of the Company to
repay the Convertible Notes is secured by a subordinated security agreement
covering all of the Company's tangible and intangible assets.

The Company used the remaining proceeds from the Bridge Note Financing to
pay the accrued cost incurred in the Company's opening of five new stores during
the fourth quarter, and for working capital. The proceeds of the Bridge Note
Financing were not sufficient to meet all of the Company's capital commitments
for its six additional new stores which are scheduled to open over the next five
months. Those capital commitments will require additional financing which the
proceeds of this offering have been allocated to satisfy. See "Use of Proceeds."

RESULTS OF OPERATIONS

REPORTING PERIODS AND COMPARABILITY

Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal 1994"),
the one month period ending January 29, 1995, and the year ending January 28,
1996 ("Fiscal 1996"). The Impostors acquisition was completed on February 24,
1994, and accordingly results of operations for the period ended December 31,
1994 reflect only ten months of Impostors' operations. Prior to the Impostors
acquisition, which includes the period from January 1, 1994 through February 23,
1994 (approximately two months), the Company had no significant

26
<PAGE>
operating activity. Therefore, for purposes of comparison, the one-month period
from January 1, 1995 through January 29, 1995 has been combined with Fiscal 1994
and therefore represents 13 months of combined operations but only 11 months of
operations of Impostors. This combined period is referred to in the following
discussion as "the period ended January 29, 1995."

The following table sets forth for the periods indicated, the percentage
relationship between selected items in the Statements of Operations to revenues:

<TABLE>
<CAPTION>
PERIOD ENDED JANUARY FISCAL YEAR ENDED NINE MONTHS ENDED NINE MONTHS ENDED
29, 1995 JANUARY 28, 1996 OCTOBER 29, 1995 OCTOBER 27, 1996
--------------------- --------------------- --------------------- ---------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................... $8,335,790 100% $9,069,840 100% $6,231,250 100% $6,287,910 100%
Cost of goods sold......... 2,797,607 33.6% 2,690,658 29.7% 1,950,456 31.3% 1,847,986 29.4%
Gross margin............... 5,538,183 66.4% 6,379,182 70.3% 4,280,785 68.7% 4,439,924 70.6%
Operating expenses......... 6,424,850 77.0% 6,416,480 70.7% 4,698,049 75.4% 4,578,221 72.8%
Operating loss............. (886,667) (10.6)% (37,298) (0.4)% (417,264) (6.7)% (138,297) (2.2)%
Other income (expenses),
net...................... (344,296) (4.1)% 2,186 nil (219,684) (3.5)% 3,624 nil
Income (loss) before
discontinued
operations............... (1,179,963) (14.2)% (156,222) (0.2)% (527,948) (8.5)% (124,673) (2.0)%
Net income (loss) available
to common shareholders... (1,038,726) (12.5)% 114,219 1.3% (350,118) (5.6)% (116,496) (1.9)%
Net income (loss) per
common share............. (2.93) .23 (.77) (.15)
</TABLE>

RESULTS OF OPERATIONS--NINE MONTHS ENDED OCTOBER 27, 1996 COMPARED TO NINE
MONTHS ENDED OCTOBER 29, 1995

Retail revenues for the period ended October 29, 1995 were $6,188,869 which
reflects revenues from 29 retail locations. The Company's retail revenues for
the nine months ended October 27, 1996, which represent revenues from 26 retail
locations, and one additional store which opened on August 31, 1996 at the Park
Meadows Mall in Denver, Colorado, were $6,263,960 an increase of $75,091.
Wholesale sales were $23,950 and $42,381 for the nine months ended October 27,
1996, and October 29, 1995 respectively. Comparable same store sales (24 stores)
were $5,794,447 for the nine months ended October 27, 1996 compared to
$5,605,465 for the same period in 1995, an increase of 3.4%. Management's
attributes this increase to a continued improvement in the Company's merchandise
assortment and strategy, which included the introduction of a genuine sterling
silver line of products in May, 1996. As well, the Company's remodeled locations
are benefitting from an improved store design.

Although management expects that same store sales may increase marginally in
the future, it is anticipated that any material future increase in total sales
will depend upon the Company's ability to expand its number of stores. The
Company expects that over the next twelve months planned store expansions will
not require a proportionate increase in corporate overhead.

For the nine months ended October 27, 1996, cost of goods sold was
$1,847,986 and the gross margin was $4,439,924, or approximately 70.6%. For the
nine months ended October 29, 1995, cost of goods sold was $1,905,465 and the
gross margin was $4,280,705 or approximately 68.7%. Included in cost of goods
sold are estimates for inventory shrinkage of $62,500 and $134,600 for the nine
months ended October 27, 1996 and October 29, 1995, respectively. The Company
attributes the improvement in gross margin percentage to adjustments to the
shrinkage reserve rate, and less sales promotional activity and capitalizing on
buying opportunities offering lower merchandise costs.

Selling, general and administrative expenses were $4,365,891 for the nine
months ended October 27, 1996, compared to $4,453,164 for the period ended
October 29, 1995. The majority of these expenses were comprised of personnel
expenses, which amounted to $2,034,254 and $2,115,045 for the nine months ended
October 27, 1996 and October 29, 1995, respectively, and occupancy costs of
$1,468,886 and $1,468,587 respectively. Depreciation and amortization expense
was $212,330 for the nine months ended

27
<PAGE>
October 27, 1996, and $252,992 for the nine months ended October 29, 1995,
representing a reduction of $40,662 due to a reduced depreciable asset base.

Included in total selling, general and administrative expenses are corporate
overhead expenses of $971,923, and $1,069,974 for the nine months ended October
27, 1996, and October 29, 1995 respectively, a decrease of approximately
$98,000, or 9.2%. The Company attributes the decrease in overhead expenses to
lower personnel and occupancy costs realized by the relocation of the corporate
offices from California to Colorado in January, 1996.

As a result of the foregoing, the Company's operating loss for the nine
months ended October 27, 1996 was $138,297. This compares with a loss from
operations for the nine months ended October 29, 1995 of $417,264, an
improvement of approximately $278,000 over the comparable nine month period.

Net interest expense was $79,350 and $97,968 for the nine months ended
October 27, 1996, and October 29, 1995, respectively. The Company's gain on
investments of $12,458 for the period ended October 27, 1996 relates to the
Company's holdings of common stock in Global Casinos, Inc. During the nine
months ended October 27, 1996, the Company sold most of its holdings of these
securities and management intends to liquidate its remaining holdings of Global
common stock as allowed by general market conditions. For the period ended
October 29, 1995, the Company reported loss of $150,471 on its investment in
tradable securities.

For the nine months ended October 27, 1996, other income, net of other
expenses, was $70,517. Of this amount, approximately $19,000 represented license
fees from three former franchisees operating five locations, who executed
license agreements with the Company that entitles them to use the Impostors
trademark for one year. These license agreements, which require an annual
license fee of $5,000, will expire in January and February of 1997. The Company
may renew these agreements at its discretion. Other income also includes a gain
of approximately $25,000 which represents a final settlement of a recorded
liability and funds held in escrow that were used to satisfy certain liabilities
to unsecured creditors of the predecessor company, and approximately $28,000 in
gains realized in settlements with former franchisees.

For the nine months ended October 29, 1995, other income, net of other
expenses, was $28,755, which included a gain of $72,000 representing income from
a settlement with a former franchisee, which receivable had been previously
written off in fiscal 1995.

Income from discontinued operations, net of income tax benefit, was $16,177
and $177,830 for the nine months ended October 27, 1996 and October 29, 1995,
respectively. The income from discontinued operations reflects negotiated
settlements with creditors relating to the Company's previous gaming operations.

Based on the foregoing, the Company reported a net loss available to common
shareholders for the nine months ended October 27, 1996 of $116,496, which
translates to a net loss per share, after income from discontinued operations,
of $.15 based on 748,939 weighted average shares outstanding. This compares with
a reported net loss available to common shareholders for the nine months ended
October 29, 1995 of $350,118 or $.77 per common share, based on 454,851 weighted
average shares outstanding as of that date. Future profitability will depend
upon the Company's ability to expand its number of store locations, generate
favorable lease cost/sales ratios and control overhead expenses, and take
advantage of other distribution opportunities.

Other than the foregoing, management knows of no trends, or other demands,
commitments, events or uncertainties that will result in, or that are reasonably
likely to result in, a material impact on the income and expenses of the
Company.

28
<PAGE>
RESULTS OF OPERATIONS--FISCAL 1996 COMPARED TO PERIOD ENDED JANUARY 29, 1995

The Company's revenues increased from $8,335,790 for the period ended
January 29, 1995 to $9,069,840 for the year ended January 28, 1996 ("Fiscal
1996"). During fiscal 1996, the Company's same store sales increased by 9.9%, or
approximately $738,000. On a percentage basis, sales improved most significantly
in the first quarter ended April 1, 1995, mainly due to higher inventory levels
and a refocus in the Company's merchandising strategy, from less
fashion-oriented merchandise to more fine jewelry looks.

The Company closed four stores during Fiscal 1996 and one store during the
period ended January 29, 1995 due to unprofitable operations. One additional
location, Rodeo Drive, was also closed due to the landlord's termination of a
month-to-month lease. In October 1995, the Company opened a new location in the
Tucson Mall in Tucson, Arizona, and in November 1995, the Company opened a new
store in Bellevue Square, Bellevue, Washington. During the year ended January
28, 1996, the sales per store ranged from approximately $197,000 to
approximately $1,460,000 for the highest sales volume store. A majority of the
retail stores generated between $250,000 and $450,000 in annual sales. During
the same period, store contributions (store revenues less direct store
expenses), ranged from a negative contribution of approximately $19,000 to a
positive contribution of $246,000, averaging $52,000 per store. The Company
believes that existing stores have potential for further improvements in sales
and contribution through the continuation of a focused merchandise mix as well
as from a higher inventory turn rate. In addition, the Company remodeled and
updated the overall look of the stores at the Stoneridge Mall in Northern
California to reflect a more contemporary look and color scheme. In March 1996,
the Company's store in the St. Louis Galleria in St. Louis, Missouri was
remodeled and relocated to an improved location in the mall. The Company's
remodeling efforts will continue to the extent that funds are available and the
expected sales increases justifies the capital investment.

Approximately $111,000 of the Company's sales in Fiscal 1996 represented
sales to wholesale clients, while the comparable amount for the period ended
January 29, 1995 was $154,954. The Company's wholesale business was primarily to
former franchisees that signed licensee agreements with the Company allowing the
licensees a continued use of the Impostors' mark. In March 1996, these licensee
agreements expired, and management has offered to renew these agreements on a
case-by-case-basis. As of the date of this report, three of these agreements,
representing five stores, have been renewed for an annual licensee fee of $5,000
per store.

For the year ended January 28, 1996, cost of goods sold was 29.7% compared
to 33.6% for the period ended January 29, 1995. The gross margin percentage
therefore improved by approximately 4% from 66.4% for the period ended January
29, 1995 to 70.3% for the year ended January 28, 1996. Approximately 3% of the
gross margin increase resulted from the relatively higher discounts obtained on
merchandise where the Company bought larger quantities. The Company's gross
margin also improved from an increase in the amount of products purchased from
the Pacific Rim, which normally offers a lower merchandise cost than if the same
products were bought from domestic vendors. In addition, less promotional
activity without erosion in sales in Fiscal 1996 compared to the period ended
January 29, 1995 generated overall improved gross margins in most product
categories. Gross margin incorporates the costs of shrinkage and freight, which
for Fiscal 1996 were approximately $52,000 and $51,000 respectively and
approximately $146,000 and $31,000 respectively in Fiscal 1995. 1% of the total
4% gross margin improvement therefore resulted from an approximate $94,000
reduction shrinkage in Fiscal 1996 as compared to Fiscal 1995.

Operating expenses were essentially unchanged at $6,416,480 for the year
ended January 28, 1996 compared to $6,424,850 for the period ended January 29,
1995. The majority of these expenses were comprised of salaries and wages which
amounted to $2,470,000 in Fiscal 1996 compared to approximately $2,467,000 for
the period ended January 29, 1995. Occupancy costs were $1,974,000 compared to
$1,914,000 for the period ended January 29, 1995. Depreciation an amortization
was $337,070 for the year ended January 28, 1996, compared to $341,809 for the
period ended January 29, 1995.

29
<PAGE>
As part of management's efforts to reduce the Company's overhead expenses,
in January 1996, the Company relocated its corporate headquarters from San
Francisco, California to Denver, Colorado. Management believes this relocation
will result in lower occupancy costs and will position the Company to realize
efficiencies in overhead personnel.

As a result of the foregoing, the Company improved its results from
operations by $849,369, or 96%, from an operating loss of $886,667 for the
period ended January 29, 1995, to an operating loss of $37,298 for the year
ended January 28, 1996. The Company reduced its notes and loans outstanding,
which resulted in a decrease in interest expense of $49,296, or approximately
31%, from $157,476 for the period ended January 29, 1995 to $108,180 for the
year ended January 28, 1996. The net loss on marketable securities, which
primarily related to the Company's holdings of common stock in Global Casinos,
Inc. increased by $35,680, from a loss of $146,963 at January 29, 1995 to a loss
of $182,643 at January 28, 1996. The loss on the marketable securities includes
an unrealized loss of $93,232, reflecting a decrease in the market value of the
Global Casinos, Inc. shares at January 28, 1996 as compared to the investment
cost basis of these shares at January 29, 1995.

Income from discontinued operations of $270,441, net of income tax benefit
of $161,000 for the year ended January 28, 1996 represented negotiated
settlements of approximately $209,000 with certain creditors and a reduction in
accounts payable of approximately $222,000 which related to claims associated
with the Company's operations prior to the Impostors acquisition. The reduction
of accounts payable of approximately $222,000 was based upon management's
estimates of amounts which may ultimately be paid, but the Company has not
received formal releases from the creditors. At December 31, 1994, income from
discontinued operations was $141,237, net of income tax benefit of $51,000,
representing negotiated settlements with certain creditors related to the
Company's prior business activities.

Based on the foregoing, at January 28, 1996, the Company reported an
improvement in net income from a net loss of $1,038,726 for the period ended
January 29, 1995 to a net income of $114,219 for the year ended January 28,
1996, which, based on average shares outstanding 495,800, translate to a net
income per share, after discontinued operations of $.23. This compares to a net
loss for the period ended January 29, 1995 of $2.93 per share based on weighted
average shares outstanding of 354,600. Inflation and changing prices have not
had a material impact on the Company's prices, net sales and revenues and income
from continuing operations, and are not expected to have a material impact in
the future.

RESULTS OF OPERATIONS--ONE MONTH ENDED JANUARY 29, 1995

Revenues for the one month period were $543,377. Cost of goods sold was
$228,076 resulting in a gross margin of $315,301, or 58%. The margin percentage
reflects management's effort to reduce inventories and also the reduction in
margin that resulted from a "going out of business sale" in connection with the
closing of two stores in February and March, 1995.

Operating expenses of $518,327 which included personnel expenses of $231,802
and occupancy expenses of $174,592, resulted in an operating loss of $203,026
for the one-month period. Also included in operating expenses was depreciation
of $29,663 and general administrative expenses of $82,270. Interest expense was
$11,899.

As a result of the foregoing, the Company reported a net loss for the
one-month period ended January 29, 1995 of $214,784, or $.49 per share on
434,200 weighted average shares outstanding. Management's attributes a
significant portion of this loss to the two store closings in the first calendar
quarter in 1995.

Net cash used in operating activities of $410,030 was the result of a
significant reduction in accounts payable of $435,030, which was partially
offset by cash provided by a $201,735 reduction in merchandise inventories.

30
<PAGE>
Payments on notes payable were $18,008. As a result of the foregoing, the
Company's cash position decreased by $428,038, from $599,202 at January 1, 1995
to $171,164 at January 29, 1995.

IMPAIRMENT OF LONG-LIVED ASSETS

In March 1996, the Financial Accounting Standards Board issued a statement
entitled "Accounting for Impairment of Long-Lived Assets." In the event that
facts and circumstances indicate that the cost of assets or other assets may be
impaired, an evaluation of recover ability would be performed. If an evaluation
is required, the estimated future in discounted cash flows associated with the
asset would be compared to asset's carrying amount to determine if a write-down
to market value or discounted cash flow value is required. Adoption of FAS 121
had no effect on the unaudited October 27, 1996, financial statements.

STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Stock-Based Compensation" (FAS 123). The new
statement is effective for fiscal years beginning after December 15, 1995. FAS
123 encourages, but does not require, companies to recognize compensation
expense for grants of stock, stock options, and other equity instruments to
employees based on fair value. Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in the
notes to the financial statements. Transactions in equity instruments with
non-employees for goods or services must be accounted for on the fair value
method. The Company has elected not to adopt the fair value accounting
prescribed by FAS 123 for employees, and will be subject only to the disclosure
requirements prescribed by FAS 123.

Other than what has been discussed above, management knows of no trends, or
other demands, commitments, events or uncertainties that will result in, or that
are reasonably likely to result in a material impact on the income and expenses
of the Company.

31
<PAGE>
BUSINESS

OVERVIEW

Operating under the name "Impostors," Premier Concepts, Inc. (the "Company")
specializes in the marketing and retailing of high-end reproduction jewelry
("faux jewelry") and 14 karat gold jewelry with cubic zirconia and other
synthetic stones. Through its national chain of 32 currently operating retail
stores, the Company sells jewelry that emulates classic fine jewelry as well as
pieces designed by famous jewelers such as Tiffany & Co.-Registered Trademark-,
Cartier-Registered Trademark-, Bulgari-Registered Trademark- and Harry Winston.
The Company's product line also includes replicas of jewelry owned by Princess
Diana, The Duchess of Windsor, Elizabeth Taylor and other celebrities. The
Company's faux jewelry is created with layered gold, cubic zirconia and Austrian
crystal to simulate the look of fine jewelry. In June 1996, the Company
introduced a new collection of genuine sterling silver jewelry featuring
semi-precious and synthetic stones. The Company's products are purchased from
several domestic vendors and from vendors in China, England, Hong Kong, Italy,
Korea, Spain, Taiwan and Thailand.

The Impostors stores are designed to match the elegant look of the Company's
products and to provide customers with the feeling of shopping in an upscale,
fine jewelry environment. The Company's stores are located in shopping malls and
tourist locations. Currently, the Company's stores are located in Southern
California, Northern California, the states of Arizona, Colorado, Florida,
Louisiana, Maryland, Missouri, New Jersey and Washington and in the Washington,
D.C. area. The largest and most visible store is located in the prime retail
area of San Francisco's Union Square. During the period from August 30, 1996, to
December 15, 1996 the Company opened six additional retail locations, bringing
the current total to 32 stores. In addition, the Company has entered into leases
for six new retail stores in California, Florida, and Nevada, scheduled to open
over the next five months.

BUSINESS STRATEGY

In March 1994, the Company acquired out of bankruptcy substantially all of
the assets and assumed certain liabilities associated with the operation of a
nationwide chain of 27 faux jewelry stores which were then operating under the
trademark "Impostors." In the months following the Company's entry into the faux
jewelry industry, results of operations continued to deteriorate principally due
to the continuing burden of excessive operating and overhead expenses,
pre-petition and post-petition bankruptcy liabilities, the unprofitability of
certain stores, as well as the continuation of ineffective marketing and
merchandizing strategies. In June 1994, the Company hired a new president,
Sissel B. Greenberg, who immediately began implementing a transition plan
calculated to reverse the negative impacts of the Company's predecessor's
ineffective business strategy. In furtherance of the turnaround effort, the
Company has reduced overhead by moving its corporate offices from San Francisco
to Denver, closed five stores due to unprofitable operations, and one store due
to an expired lease, reduced debt through negotiated settlements, opened three
new stores and implemented a new merchandizing strategy. These actions have
reduced the Company's operating loss from $886,667 for the 13-month period ended
January 29, 1995 to an operating loss of $37,298 for the fiscal year ended
January 28, 1996, and from an operating loss of $417,264 for the nine months
ended October 29, 1995 to an operating loss of $138,297 for the nine months
ended October 27, 1996.

With its turnaround strategy in place, Premier believes that it has an
opportunity to become a leader in the specialty retailing segment of the market
for faux and reproduction jewelry and related accessory items through a
combination of internal growth and acquisitions. Its plans include adding new
stores and remodeling existing stores, development of new marketing channels
including multimedia and direct mail, and the marketing of its high-end jewelry
reproductions and store concept internationally through licensing and
distribution arrangements.

32
<PAGE>
PRINCIPAL PRODUCTS

Since inception, Impostors' merchandising strategy has evolved through
several phases. Initially, the concept was based on the marketing and retailing
of jewelry representing faux copies of expensive fine and designer jewelry.
However, in 1993, when AFJ filed for Chapter 11 protection, Imposters redirected
its focus to present the merchandise in a theme oriented style and focusing on
more trendy fashion jewelry. Price points were significantly lowered for a
day-in, day-out value. A significant decline in revenues and margins resulted
from this program. As part of the turnaround plan, the merchandise has been
refocused to designer and fine jewelry inspired faux jewelry, with more emphasis
on 14 karat gold and most recently, genuine sterling silver.

The Company's products are comprised of approximately 60% fine jewelry
reproductions and emulations of merchandise inspired by classic designers such
as Cartier-Registered Trademark-, Tiffany & Co.-Registered Trademark-,
Bulgari-Registered Trademark- and Harry Winston, and approximately 40% of 14
karat gold featuring cubic zirconia and other synthetic stones. The jewelry
ranges from solitaire rings and faux pearl necklaces to earrings, pendants and
bracelets. Since the Company's products are set in layered 18 karat gold over
jewelers bronze or 18 karat gold over sterling silver, the jewelry can be
offered at substantially less cost than the original pieces. The use of cubic
zirconia and other laboratory grown stones offers a more affordable product by
emulating the look and feel of expensive gemstone jewelry. The Company recently
introduced a collection of genuine sterling silver with semi-precious and
synthetic stones.

The Company offers approximately 3,000 different jewelry items, with none
representing more than 10% of the Company's total annual sales. As a group, 14
karat gold items constitute the largest classification, representing 40% of
total inventory. Throughout the year, individual stores offer between 1,000 and
2,000 different pieces, with certain specialty items being added from time to
time for seasonal or other marketing purposes.

Most of the Company's products are selected by the Company from existing
inventory offered by vendors. However, from time to time the Company purchases
exclusive items that are manufactured under special order for the Company.
Because the Company's products are high-quality emulations of classic fine
jewelry designs that change little from year to year, the Company has not
experienced problems associated with inventory obsolescence.

REMODELING AND EXPANSION STRATEGY

The Company has developed a new interior design to match the elegant look of
its products and to provide its customers with the feeling of shopping in a
high-end, fine jewelry environment. During 1995, the Company completed one
interior remodel of an existing store in San Francisco, California. During 1996,
the Company completed three remodelings. In addition, the Company's new stores
will incorporate its new interior design.

The Company plans to remodel six additional stores over the next 12 months,
at an average estimated cost of $40,000 per store. See "Use of Proceeds."
Additional remodeling activity will depend upon the availability of working
capital from future operations, of which there can be no assurance. The Company
also plans to open 10 new Impostors stores in existing and new markets over the
next 12 months. During the period from August 30, 1996 to December 15, 1996, the
Company opened six additional retail stores and six more are planned in
California, Florida and Nevada, and are scheduled to open over the next five
months. Other potential real estate sites in Florida, Massachusetts, Nevada and
New York are currently being evaluated, although to date no leases covering
additional new locations have been executed.

In selecting and evaluating new sites, the Company has developed criteria
which consider local population demographics, customer base, sales per square
foot of other retailers in the area, and most significantly, location. The
Company focuses on centers and malls with a heavy tourist trade. Absent a high
tourist component, a regional mall would be considered only if the location
offered is in a high traffic area

33
<PAGE>
with a mix of other fashion tenants. The Company also plans to pursue
opportunities in casinos and high-profile hotels. The Company develops financial
projections for any new proposed site and will reject any location where it
believes break-even operations cannot be achieved within a three- to six-month
period. The opening of a new retail location represents an aggregate capital
requirement of approximately $100,000 to $200,000, depending on location and
size, which includes initial leasehold expenses and improvements, purchases of
furniture, fixtures and equipment and initial inventory costs.

Since the Company's inventory, accounting and information systems are highly
automated, it believes that it has the present capacity to handle the
accounting, informational and inventory tracking needs for up to 100 stores.
Current management could manage an additional 8 stores with minimum increases in
overhead costs, with further additions requiring increased management and other
staffing.

In addition to developing its own new store locations, the Company is
continually investigating the possibility of acquiring companies in similar
lines of business, including faux jewelry, fine jewelry and accessories.
Potential candidates include small retail chains, companies currently engaged in
multimedia faux jewelry sales, as well as former Impostors franchisees. While
the Company continually investigates such acquisition opportunities, there are
no substantive negotiations, arrangements, agreement or understandings with
respect to any potential acquisition.

OTHER MARKETING AND DISTRIBUTION CHANNELS

Currently, over 98% of the Company's revenues are derived from its retail
store sales. The Company also has limited sales nationally and internationally
through distributors and wholesalers. The Company frequently receives inquiries
from overseas businesses regarding the development of wholesale and retail
distribution of its concept and products in Europe as well as the Orient. Prior
to this offering, the Company has had no resources to focus on this
international demand and products have been sold in limited amounts to accounts
in Australia, Chile, Italy and Taiwan. The Company plans to increase its
international business by hiring additional persons and/or agents to represent
its line of products internationally, and may use a portion of the offering
proceeds for investments in inventory to service any increase in its
international business, although no proceeds of this offering have been
specifically allocated for this purpose. The ability of the Company to fully
develop the potential offered by the international marketplace depends upon both
overcoming legal obstacles and the availability of additional working capital
from future operations, of which there can be no assurance.

The Company plans to develop a catalogue which initially will be distributed
through its retail stores located in tourist areas. Depending on the results of
the in-store distribution, the Company may decide to broaden the catalogue
distribution through direct mailings to new potential customers. The Company has
also explored possible multimedia distribution of its jewelry. In October, 1996,
the Company completed the development of its internet Home Page. Additionally,
the Company has initiated discussions to market its concept and products to the
home shopping networks, and intends, through an independent producer, to develop
a "Concept Program" around its theme of designer inspired and faux jewelry. Part
of this process includes the licensing of a spokesperson, who may be a
celebrity, to add credibility and entertainment to the Company's product line.
The Company expects to have developed its Concept Program within six to eight
months following the completion of this offering, which will then be presented
to primarily domestic home shopping networks. Approximately $100,000 has been
budgeted for the development of these additional marketing channels. See "Use of
Proceeds."

MARKET AND CUSTOMERS

The Impostors' niche bridges the markets between costume and fine jewelry by
offering high-quality reproductions of classic and designer fine jewelry and
also a collection of 14 karat gold and sterling silver with cubic zirconia,
semi-precious and synthetic stones. The Company's faux jewelry distinguishes
itself from traditional fashion jewelry by the quality of the metals, stones and
craftsmanship utilized in the design

34
<PAGE>
and manufacturing process. While costume jewelry is typically price-pointed in
the $5 to $30 range, the majority of the Company's faux jewelry is priced in the
$30 to $100 range. The 14 karat gold collection has pricepoints between $45 to
$1,000, with the majority in the $100 to $400 range.

The market for the Company's products is to a large extent defined by a
knowledgeable customer's desire to have the look, feel and design of classic
fine jewelry and expensive diamond and gemstone jewelry, without the cost. The
Company targets women between the ages of 30 and 60 who are either purchasing
jewelry reproductions in place of or to complement expensive fine jewelry, or
professional women who want the look of fine jewelry but are unwilling or unable
to pay the fine jewelry price tag. The Company expects this market to continue
to grow in accordance with the expected increases in the number of women
entering the professional workplace. The Company also expects to benefit from
the maturation of the baby boomer generation who, according to the United States
Census Bureau, will have reached the age of 45 by the year 2000. It has been the
Company's experience that the vast majority of its retail customers are women
purchasing for themselves rather than men purchasing for others.

SUPPLIERS AND VENDORS

The Company purchases its products from vendors who have an established
history of manufacturing high quality jewelry products. These vendors offer a
standard product line through catalogues and trade shows, and also will
manufacture certain products specially for the Company, for which the Company
will typically be given a 12 to 18 month exclusivity for that item by the
vendor. The Company's relationship with its vendors of high-quality product is
considered a component of its strategic advantage over other competitors. The
Company works closely with its vendors to constantly upgrade the quality of its
products.

The Company's products are currently being purchased 80% from domestic
vendors and 20% from vendors in England, Hong Kong, Italy, Korea, Spain, Taiwan
and Thailand. Most of the inventory is purchased from vendors' existing
inventory and designs, while some is manufactured under special order. Orders
from foreign vendors take 6 to 8 weeks to fill, with U.S. vendors delivering in
approximately 3 to 4 weeks. Most domestic vendors offer the Company terms of
payment of between 30 and 60 days and some offer up to 90 days, while many
international vendors require either prepayment or payment prior to shipment.
The Company continually investigates new sources of merchandise in order to
maximize profit margins and expects to concentrate future purchases to a larger
degree from vendors in the Pacific Rim. The Company considers the identity of
its sources of supply to be proprietary to the extent that a product's quality,
source and price bear directly upon the Company's competitive advantage. The
Company does not rely on any single source of supply and could readily obtain
product from new suppliers should any given source become unavailable. The
Company has not experienced any difficulty in obtaining merchandise and does not
anticipate any future problems or restriction of availability.

COMPETITION

Because the Company's products address a market niche for the look and feel
of fine jewelry without the cost, it experiences both indirect and direct
competition from others. Indirect competition comes from costume and fashion
jewelry at the low end and fine jewelry on the upper end, with the Company's
faux jewelry and 14 karat gold with synthetic stones bridging the gap. The
Company believes its products are superior both in design and quality to jewelry
offered by traditional fashion jewelry retailers. Conversely, the Company's
advantage over expensive fine gemstone and diamond jewelry is one of cost
without a commensurate sacrifice in appearance or durability.

The Company competes directly with vendors and other retailers of faux
jewelry and indirectly with specialty retailers of accessories and related
items. Department stores typically offer lower-end costume and fashion jewelry,
or on occasion will offer higher-end faux jewelry designed by their own
exclusive designers. While some department stores will have a limited offering
of faux jewelry, the Company's exclusive emphasis on this specialty market niche
is designed to attract the customer who has already

35
<PAGE>
decided to purchase faux jewelry rather than either costume jewelry or the high
cost genuine piece of fine jewelry. However, the Company is not alone in this
marketing approach, as there exist a few other chains of retailers offering faux
jewelry in a directly competitive manner. The Company is aware of only one other
business, N. Landau Hyman, that has a comparable number of specialty retail
stores that focus on the sale of faux jewelry. Other specialty retailers who
focus on the sale of faux jewelry include Elegant Illusions which has
approximately 13 faux jewelry stores, Mystique which has 4 stores in Florida,
and Diamond Essence which has 3 retail stores in New York and Chicago and a
direct marketing catalogue concentrating exclusively on 14 karat gold jewelry
with faux gemstones. The Company's advantage, if any, over these other retailers
lies in its relationships with its vendors, some of which it considers to be
highly proprietary, economies of scale offered by the Company's ability to
purchase large quantities of inventory from vendors who have certain minimum
quantity requirements, and in its store locations. Nevertheless, in order for
the Company to continue to be competitive, it must maintain and expand its
desirable store locations and continue to develop its strong vendor relations,
neither of which can be assured.

INTELLECTUAL PROPERTY

Copyrights, trademarks and trade secrets are the principal protection for
the Company's products, services and reputation. The Company owns federally
registered trademarks for the following names: Impostors-Registered Trademark-,
Impostors De Classique Copy Jewels-Registered Trademark-, Impostors Copy
Jewels-Registered Trademark-, Elegant Pretenders-Registered Trademark-, and The
Latest In Faux-Registered Trademark-. All of the trademarks are considered by
the Company to be valuable property rights. The protection afforded by these
intellectual property rights and the law of trade secrets is believed by the
Company to be adequate protection for its products and or services.

As a reseller of emulations and copies of fine designer jewelry, the Company
must avoid infringing any copyrights or trademarks claimed by the original
designer. A copyright protects the manner of expression of a piece of a jewelry
rather than the idea or concept behind making it. As the Company's products do
not purport to be exact copies, but rather emulations inspired by other designs,
the Company believes that the sale of faux jewelry does not PER SE violate the
copyright interest of others. Nevertheless, if a particular jewelry design is
subject to copyright protection, that copyright expires after 75 years, if owned
by a corporation, or after 50 years after the creator's death, if an individual.
Prior to 1988, in order for a designer to claim copyright protection to a piece
of jewelry, a copyright notice would have to have been affixed to the original
piece. Thus, any jewelry sold in the United States before 1988 without a
copyright notice is considered to be in the public domain. However, fine jewelry
designed and sold in the United States after 1988 could be subject to copyright
protection without the necessity of a copyright notice on the original piece. As
a result, the Company has no effective way of determining if a particular piece
of fine jewelry is subject to copyright protection claimed by its original
designer. It is, therefore, important for the Company to ensure that its
products do not purport to be exact copies of an original, but only inspired by
the original designs.

Although infrequent, it is possible for a designer to claim trademark
protection if it can establish that the customer realizes that a particular
piece of jewelry comes from a particular manufacturer. In order to be claimed,
however, a registered trademark indication must usually be placed on the
original piece. The Company takes meticulous precaution to avoid advertising and
marketing strategies that might lead to confusion in the minds of its customers
as to the source or origins of its emulation jewelry.

The Company has developed and adopted methodologies designed to prevent its
infringement of the intellectual property rights of third parties; however,
there can be no assurance that it will not be subject to claims for inadvertent
infringement from time to time. While there have been only four instances of
claimed infringement in the past, when the Company has received notice of
inadvertent infringement, it has been its policy to voluntarily cease and desist
selling the particular product. As an average store has more than 1,000
different items of jewelry on display and offered for sale, the Company has not
experienced, and does not expect to experience, any material adverse effects on
its revenues in these instances.

36
<PAGE>
LICENSE ARRANGEMENTS

The Company has granted a total of three licenses to former Impostors
franchisees granting to them the right to use the Impostors trademark in a total
of five retail locations for a period of one year. Each license requires the
payment of $5,000 per store per year, and is renewable annually at the
discretion of the Company. It is not expected that these license arrangements
will represent a material portion of the Company's future activity.

EMPLOYEES AND CONSULTANT

The Company currently has 90 full-time and 110 part-time employees, of which
17 are employed in the Company's corporate offices. In addition, the Company
typically hires additional part-time employees during the peak holiday season.
Each retail store is staffed by a manager and assistant manager, as well as one
or more sales personnel. The Company also has four area managers and one
regional manager (for the East Coast). Store managers are hired and supervised
by area managers. All management and staff personnel are employed directly by
the Company.

The Company believes that it currently has sufficient management to add 8
additional stores over the next 12 months. Further store expansions will require
additions to management and staff on a case-by-case basis. The success of future
expansion will depend to a large extent on the Company's ability to attract,
motivate and retain highly-qualified personnel.

As President and Chief Executive Officer, Ms. Greenberg serves under a
written employment agreement expiring on June 20, 1997. She receives a base
salary of $7,500 per month and is eligible to participate in the Company's
Incentive Stock Option Plan ("ISOP"). Ms. Greenberg was granted incentive stock
options pursuant to the ISOP exercisable to purchase, in the aggregate, 40,000
shares of Common Stock of the Company at an exercise price of $1.875 per share,
all of which are fully vested, and incentive stock options exercisable to
purchase an additional 20,000 shares of common stock at a price of $2.50 per
share, of which 10,000 are vested and 10,000 will vest ratably over two (2)
years ending March, 1998.

In January 1996, the Company hired Todd Huss as its Chief Financial Officer.
Mr. Huss brings with him nearly 10 years of experience as a licensed certified
public accountant, primarily with KPMG Peat Marwick and nearly five years
experience in the retail industry as Controller/Chief Financial Officer.

Effective February 1996, the Company retained Jack Brandon, the former
Vice-President of a 200 store portrait studio retail chain. It is expected that
Mr. Brandon will devote approximately 30 to 40 hours per month on behalf of the
Company, exclusive of his services as a director. Mr. Brandon also provides
construction oversight services for new Impostor locations and remodels. Fees
for these services are paid on a job-by-job basis, which have averaged
approximately $4,000 per month.

SEASONALITY

The Company's business is highly seasonal with its mall locations generating
20% of revenues during the Christmas holiday season. The Company's 15 tourist
locations experience fluctuations, based upon such factors as seasonality,
economic conditions and other factors effecting tourism in their particular
locations.

PROPERTIES

The Company currently maintains executive offices at 3033 S. Parker Road,
Suite 120, Aurora, Colorado 80014. The offices consist of approximately 5,000
square feet which the Company holds under a 5-year lease expiring in the year
2001, for a rental of $5,150 per month. The lease is guaranteed by four of the
Company's current and former directors. The opening of the Company's executive
offices represented the culmination of a strategic plan to close its executive
offices in San Francisco, California to reduce

37
<PAGE>
operating expenses. The Company expects the move to represent substantial
savings over the next several years.

The Company's 38 current and committed retail locations are or will be
operated under commercial leases with expiration dates ranging from 1997 to
2007. Store size varies from 310 to 1,200 square feet with annual sales ranging
from $220,000 to $1,500,000. Each lease requires the payment of a minimum base
rent and additional payments for operating expenses, taxes, insurance, in some
cases, and additional rent based upon a percent of gross sales. The Company
monitors on a daily basis sales, margin and inventory turn-over for each store
location. This information is used not only to develop criteria for additional
store expansions but also to determine acceptable parameters for lease renewals
as they arise. In the ordinary course of business, the Company is continually
engaged in discussions with its various commercial landlords over issues that
arise from time to time under the leases. All of the Company's existing
commercial retail leases are in full force and effect as of the date of this
Prospectus.

LEGAL PROCEEDINGS

The Company from time-to-time is involved in commercial disputes in the
ordinary course of business with vendors, landlords and other parties which on
occasion become the subject matter of litigation. At the present time, the
Company is not a party to any legal proceedings outside of the ordinary course
of business or which would have a material adverse impact upon the Company's
operations or properties.

During 1995 and 1996, the Company received requests for information from the
U.S. Securities and Exchange Commission ("SEC") related to an investigation
begun by the SEC during 1994 into various matters, including certain
transactions in securities by a former officer and director of the Company. The
Company has fully complied with all requests. The Company has been informed that
the SEC staff intends to recommend to the Commission that an action be brought
against certain persons including three of the Company's former shareholders and
two of its former directors. Although there can be no assurance, the Company's
present management does not believe that this investigation of the activities of
these persons will have a direct material impact on the Company or its business
operations.

CHANGES IN INDEPENDENT PUBLIC ACCOUNTANTS

On February 16, 1995 the Company's Board of Directors approved a change in
the Company's independent accountant. The change was effective February 16,
1995.

The independent accountant who was previously engaged as the principal
accountant to audit the Company's financial statements was Schumacher & Bruce.
None of Schumacher & Bruce's reports for the years ended December 31, 1993 and
1992 on the financial statements of the Company contained any adverse opinion or
disclaimer of opinion, or was qualified or was modified as to uncertainty, audit
scope or accounting principles except the following: The report of Schumacher &
Bruce dated June 9, 1994 accompanying the audited balance sheet of the Company
as of December 31, 1993 and the related statements of operations, changes in
stockholders' (deficit), and cash flows for the years ended December 31, 1993
and 1992 was qualified assuming that the Company would continue as a going
concern. There have not been any disagreements between the Company and
Schumacher & Bruce on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure during the past two years
and through the date of the change in certifying accountants.

The Company retained the accounting firm of Hein + Associates LLP to serve
as the Company's independent accountant to audit the Company's financial
statements. This engagement was effective February 16, 1995. Prior to its
engagement as the Company's independent accountant, Hein + Associates LLP had
not been consulted by the Company either with respect to the application of
accounting principles to a specific transaction or the type of audit opinion
that might be rendered on the Company's financial statements.

38
<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The name, position with the Company, age of each Director or executive
officer of the Company is as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------- ----------- -----------------------------------------------------------
<S> <C> <C>
Sissel B. Greenberg.................. 38 President, Chief Executive Officer and Director

William Nandor....................... 54 Director

Jack Brandon......................... 67 Director

Simona Katz Yuffa.................... 37 Director

Todd Huss............................ 44 Chief Financial Officer, Secretary, Treasurer
</TABLE>

SISSEL B. GREENBERG, President and Chief Executive Officer since July 1994
and a Director since March, 1995. From April, 1992 to July, 1994, Ms. Greenberg
was employed as Senior Financial Analyst in the investment banking department of
Chatfield Dean & Company, a national broker/dealer based in Denver, Colorado.
Her duties included evaluating companies for funding of equity capital, mergers
and acquisition, workout plan analysis and preparation. Ms. Greenberg was
actively involved in firm projects which raised in excess of $80,000,000 for
small capitalization companies. From December, 1989 to April, 1992, Ms.
Greenberg worked as a business consultant for small public companies in the
areas of Financial Management and Strategic Planning. From November, 1987 to
November, 1988, Ms. Greenberg worked as a senior supervisor of Leventhal and
Horwath, a national accounting firm. From July, 1984 until August, 1987, Ms.
Greenberg worked as an assistant CFO for Selmer Sande, A.S., a billion dollar
international contracting company based in Oslo, Norway. Ms. Greenberg graduated
from the University of Denver with a degree in Business Administration in March,
1982. Ms. Greenberg obtained her Masters in Business Administration from the
University of Denver in March, 1983.

WILLIAM NANDOR, Director. Mr. Nandor was originally retained by the Company
in March, 1995, as a consultant to assist the Company with its search for new
retail locations and other issues surrounding the Company's strategic growth
plans. Mr. Nandor was also made a director of the Company at this time. Mr.
Nandor no longer performs consulting services for the Company; however, he
remains as a director. From 1987 through 1990, Mr. Nandor was employed with
Gymboree Corporation, first as Vice-President of Retailing and then as President
and C.E.O. While with Gymboree, Mr. Nandor spearheaded its growth from a
franchised play program for parents and kids into the retail specialty arena.
Under him, the retail stores grew from inception to over 40 stores. From 1990 to
1993 Mr. Nandor served as President and C.O.O. of Impostors Copy Jewelry, Inc.,
and during 1993 and 1994 he served as Executive Vice-President and C.O.O. of
S.S.R.S. Corporation, operator of Sesame Street Retail Stores. Under his
leadership, Impostors grew from 50 retail stores to over 100 locations, and
S.S.R.S. saw an increase in locations, comparable store sales and profits. In
addition to the Company, Mr. Nandor currently serves as a member of the Board of
Directors of Lisa's Tea Treasures, Inc., a San Jose, California wholesaler and
retailer of high quality tea and other related products.

JACK BRANDON, Director. Mr. Brandon has been a director of the Company since
October 1996 and a consultant to the Company, first informally since October,
1995 and formally since February, 1996. As a consultant, Mr. Brandon is actively
involved with the Company's expansion and remodeling program. He has worked as a
real estate, retail and construction consultant since 1995. From 1988 to 1995,
Mr. Brandon served as Vice-President of Studio Development for Expressly
Portraits, a large national portrait chain with locations in over 30 states.
From 1980 to 1988, he served as Vice-President of Operations for Prints Plus, a
mall-based national print and frame retailer with over 100 stores throughout the
United States.

39
<PAGE>
From 1975 to 1980, he was Senior Vice-President of Athernton Industries, which
operated over 200 retail clothing stores.

SIMONA KATZ YUFFA, Director. Ms. Yuffa has been a director since October,
1996. Since April, 1996, Ms. Yuffa has been the Chief Financial Officer,
Director and principal shareholder of Dazbog Coffee Company, a company which she
formed and organized specializing in custom roasting and distribution of coffee
equipment and accessories. Since 1990, she has also been a director and officer,
and since 1992, controller, of Shoe Biz, Ltd., a retail western boot chain,
where she is responsible for corporate operations and finance. From 1989 to
1992, Ms. Yuffa was controller of American Water Development, Inc., where she
was involved with corporate finance and fundraising. From 1981 to 1989, she
practiced as a Public Accountant, auditing publicly-held companies and
specializing in litigation consulting. Ms. Yuffa graduated with high distinction
from Colorado State University with a Bachelor of Science degree in Business
Administration and received her license as a Certified Public Accountant in the
State of Colorado in 1982 and practiced in that capacity until 1994.

TODD HUSS, Chief Financial Officer, Secretary, Treasurer. Mr. Huss has been
the Chief Financial Officer of the Company since January, 1996 and
Secretary/Treasurer since October, 1996. Prior to joining the Company, he served
as the Chief Financial Officer for Gardenswartz Sportz, Inc., a privately-held
corporation which owned and operated eight full service retail sporting goods
stores in New Mexico and Texas. Mr. Huss graduated from California State
University-Long Beach in 1984, with a Bachelor of Science degree in business
administration and professional accounting, and subsequently worked for KPMG
Peat Marwick in its Los Angeles, California, and Albuquerque, New Mexico offices
until 1991. He received his license as a certified public accountant from
California in 1987, and from New Mexico in 1990.

During the fiscal year ended January 28, 1996, three meetings of the Board
of Directors of the Company were held. Each meeting was attended by all members
of the Board of Directors.

During the fiscal year ended January 28, 1996, the Company did not have
standing Audit, Compensation or Nominating Committees of the Board of Directors.
However, during the first quarter of fiscal 1997, the Company formed Audit and
Compensation Committees of the Board of Directors. The members of the Audit
Committee will be Simona Katz Yuffa and William Nandor. No member of the Audit
Committee receives any additional compensation for his service as a member of
that Committee. The Audit Committee is responsible for providing assurance that
financial disclosures made by Management reasonably portray the Company's
financial condition, results of operations, plan and long-term commitments. To
accomplish this, the Audit Committee oversees the external audit coverage,
including the annual nomination of the independent public accountants, reviews
accounting policies and policy decisions, reviews the financial statements,
including interim financial statements and annual financial statements, together
with auditor's opinions, inquires about the existence and substance of any
significant accounting accruals, reserves or estimates made by Management,
reviews with Management the Management's Discussion and Analysis section of the
Annual Report, reviews the letter of Management Representations given to the
independent public accountants, meets privately with the independent public
accountants to discuss all pertinent matters, and reports regularly to the Board
of Directors regarding its activities.

The Compensation Committee will consist of William Nandor and Simona Katz
Yuffa. No member of the Compensation Committee receives any additional
compensation for his service as a member of that Committee. The Compensation
Committee is responsible for reviewing pertinent data and making recommendations
with respect to compensation standards for the executive officers, including the
President and Chief Executive Officer, establishing guidelines and making
recommendations for the implementation of Management incentive compensation
plans, reviewing the performance of the President and CEO, establishing
guidelines and standards for the grant of incentive stock options to key
employees under the Company's Incentive Stock Option Plan, and reporting
regularly to the Board of Directors with respect to its recommendations.

40
<PAGE>
There were no family relationships among Directors or persons nominated or
chosen by the Company to become a Director, nor any arrangements or
understandings between any Director and any other person pursuant to which any
Director was elected as such. The present term of office of each Director will
expire at the next annual meeting of shareholders.

The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
Shareholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he is be removed in
the manner provided by the Company's ByLaws.

DIRECTOR COMPENSATION

Directors who are also executive officers of the Company receive no
additional compensation for their services as Directors.

In March 1995, the Board of Directors adopted a Formula Plan for outside
Directors pursuant to which each outside Director is entitled to receive for
each year of service as a Director non-qualified stock options exercisable to
purchase 5,000 shares of Common Stock at an exercise price equal to 100% of the
fair market value of the Company's Common Stock on the date of grant. Pursuant
to the Formula Plan, the Company granted retroactively for the year ended
December 31, 1994 to each of its outside Directors 5,000 non-qualified stock
options exercisable at $2.50 per share. In fiscal 1996, the Company issued
options for a total of 25,000 shares to directors of the Company under the
Formula Plan and options for 12,000 shares to four of the Company's Directors
(See "Certain Transactions") in return for personally guaranteeing the Company's
corporate office lease, which options are exercisable at a price of $2.50 per
share and expire in 2001.

Further, during fiscal 1997 the Company has issued under the Formula Plan
additional options to one outside director exercisable to purchase 5,000 shares
of Common Stock at an exercise price of $2.50 per share.

In addition, outside Directors are entitled to be reimbursed for their
expenses associated with attendance at meetings or otherwise incurred in
connection with the discharge of their duties as Directors of the Company.

EXECUTIVE COMPENSATION

The following tables and discussion set forth information with respect to
all plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three completed fiscal years; provided, however, that no disclosure has been
made for any executive officer, other than the CEO, whose total annual salary
and bonus does not exceed $100,000.

41
<PAGE>
TABLE 1

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION
----------------------------------- AWARDS
OTHER ------------------------
ANNUAL RESTRICTED PAYOUTS
COMPEN- STOCK -------------
SALARY SATION AWARD(S) OPTIONS/ LTIP PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($)(1) BONUS ($) ($)(2)(3) ($) SARS(4) ($)
- ------------------------------------ --------- --------- ----------- ----------- ----------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C> <C>
Sissel B. Greenberg, 1995 $ 76,750 -0- $ 6,312 $ 4,500 -0- -0-
President 1994 $ 32,953 -0- -0- $ 1,000 40,000 -0-

ALL OTHER
COMPEN- SATION
NAME AND PRINCIPAL POSITION ($)
- ------------------------------------ -------------
<S> <C>
Sissel B. Greenberg, -0-
President -0-
</TABLE>

- ------------------------------

(1) Effective June 20, 1994, the Company hired its new President, Sissel B.
Greenberg, at $6,000 per month, which sum was subsequently increased to a
base salary of $7,500 per month. Ms. Greenberg is also eligible to
participate in the Company's Incentive Stock Option Plan.

(2) All executive officers of the Company participate in the Company's group
health insurance plan. However, no executive officer received perquisites
and other personal benefits which, in the aggregate, exceeded the lesser of
either $50,000 or 10% of the total of annual salary and bonus paid during
the respective fiscal years.

(3) As of January 1, 1995, the Company assumed and agreed to pay a lease
covering an automobile acquired for the use of the Company's employees. The
total monthly lease payment is $480.

(4) The Company has granted to Ms. Greenberg incentive stock options exercisable
to purchase, in the aggregate 60,000 shares of the Company's Common Stock at
a weighted average exercise price of $2.08 per share under the Company's
Stock Incentive Plan, 50,000 of which are fully vested as of the date of
this Prospectus.

The Company currently has a two year written Employment Agreement with its
President, expiring June 20, 1997. The Company has no key man life insurance
covering any of its officers or employees.

EMPLOYEE STOCK PURCHASE PLAN

On June 12, 1995, the Company's shareholders ratified and approved a
qualified Employee Stock Purchase Plan ("ESPP") pursuant to Section 423 of the
Internal Revenue Code of 1986, as amended. Pursuant to the ESPP, the Company has
been authorized to offer up to 20,000 shares per year over a three-year term, or
a total of 60,000 shares, to the Company's employees. The ESPP includes certain
restrictions which preclude participation by part-time employees and employees
owning five percent (5%) or more of the Company's Common Stock. The purchase
price for the shares may not be less than eighty-five percent (85%) of the
market value of the stock on either the Enrollment Date or the Exercise Date as
those terms are defined in the ESPP. As of the date of this Prospectus, no
shares of common stock have been issued under the ESPP and there have been no
subscriptions of employees to participate in the plan.

STOCK INCENTIVE PLAN

On November 23, 1992, the Company's Shareholders adopted a Stock Incentive
Plan ("Plan") to commence in 1993. Pursuant to the Plan, stock options granted
to eligible participants may take the form of Incentive Stock Options ("ISO's")
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
or options which do not qualify as ISO's (Non-Qualified Stock Options or
"NQSO's"). An aggregate of 230,000 shares of common stock have been authorized
to be issued under the Plan. As required by Section 422 of the Code, the
aggregate fair market value of the Company's Common Stock with respect to its
ISO's granted to an employee exercisable for the first time in any calendar year
may not exceed $100,000. The foregoing limitation does not apply to NQSO's. The
exercise price of an ISO may not be less than 100% of the fair market value of
the shares of the Company's Common Stock on the date of grant. The exercise
price of an NQSO may be set by the administrator, but must not be less than fair
market value. An option is not transferable, except by will or the laws of
descent and distribution. If

42
<PAGE>
the employment of an optionee terminates for any reason (other than for cause,
or by reason of death, disability, or retirement), the optionee may exercise his
options within a ninety (90) day period following such termination to the extent
he was entitled to exercise such options at the date of termination. Either the
Board of Directors (provided that a majority of Directors are "disinterested")
can administer the Plan, or the Board of Directors may designate a committee
comprised of Directors meeting certain requirements to administer the Plan. The
Administrator will decide when and to whom to make grants, the number of shares
to be covered by the grants, the vesting schedule, the type of award and the
terms and provisions relating to the exercise of the awards. An aggregate of
171,000 shares of the Company's Common Stock are reserved for issuance upon the
exercise of options granted under the Plan.

As of January 28, 1996, incentive stock options to purchase 40,000 shares of
Common Stock were outstanding and unexercised, all of which were granted in 1994
to Sissel B. Greenberg, the Company's President, and were exercisable at a price
of $5.00 per share. During the fiscal year ended January 28, 1996, the exercise
price was reduced to $1.875 per share, the then current fair market value of the
Company's Common Stock and the term was extended to December 31, 1998. An
additional 13,000 incentive stock options were granted to other employees during
the year ended January 28, 1996, which options are also exercisable at $1.875
and expire on February 15, 2003. All of these options are currently vested.

In March, 1996, the Company granted incentive stock options exercisable to
purchase 80,000 shares to several employees at an exercise price of $2.50 per
share which expire in 2001. 30,000 of these incentive stock options have vested,
20,000 have been cancelled due to termination of an employee, and 15,000 vest on
each of the first and second anniversary dates.

No officer of the Company receives any additional compensation for his
services as a Director. The Company has no retirement, pension, profit sharing
or insurance or medical reimbursement plans covering its Directors.

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<PAGE>
The following table sets forth certain information concerning the exercise
of incentive stock options during the last completed fiscal year by each of the
named executive officers and the fiscal year-end value of unexercised options on
an aggregated basis:

TABLE 2

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR

AND OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS (#) FY-END($)(1)
------------------ -----------------
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ------------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Sissel B. Greenberg.......................... -0- $ -0- 50,000/10,000(2) $ -0-
</TABLE>

- ------------------------

(1) The value of unexercised options is determined by calculating the difference
between the fair market value of the securities underlying the options at
fiscal year end and the exercise price of the options.

(2) Includes options exercisable to purchase 20,000 shares of Common Stock at a
price of $2.50 granted in March, 1996, of which 10,000 options are subject
to future vesting.

INDEMNIFICATION AND LIMITATION ON LIABILITY OF DIRECTORS

The Company's Articles of Incorporation provide that the Company shall
indemnify, to the full extent permitted by Colorado law, any director, officer,
employee or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain standards are met. At
present, there is no pending litigation or proceeding involving any director,
officer, employee or agent of the Company where indemnification will be required
or permitted. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

The Company's Articles of Incorporation limit the liability of its directors
to the fullest extent permitted by the Colorado Business Corporation Act.
Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.

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<PAGE>
CERTAIN TRANSACTIONS

TRANSACTION IN SECURITIES

In September 1993, the Company exchanged its interest in two gaming
properties to Global Casinos, Inc. for 2,500,000 shares of common stock of
Global Casinos. A $350,000 Promissory Note which had been held by an
unaffiliated third party was assigned to the Company in exchange for shares of
Common Stock of the Company in a private offering. The Company agreed to convert
the total outstanding balance of principal and all accrued and unpaid interest
on the Promissory Note into 200,000 shares of common stock of Global Casinos.
Those 200,000 shares were subsequently registered for sale under the Securities
Act by Global Casinos and have been used by the Company to collateralize a
venture capital loan with an affiliate of the Representative. At the time of the
agreement of the Company to convert the Promissory Note for 200,000 shares of
Global Casinos common stock, Mr. Stephen G. Calandrella served on the Board of
Directors of both the Company and Global Casinos. See Note 2 to Financial
Statements.

During 1994, the Company engaged in market transactions in the securities of
Global Casinos, Inc. and other corporations. These transactions resulted in
losses on marketable securities for the years ended December 31, 1994 and
January 28, 1996 of $146,963 and $182,643, respectively, principally due to
market declines in the value of Global Casinos, Inc. common stock. At the time
of these transactions, Mr. Gerald Jacobs, and to a limited extent, Mr.
Calandrella were members of the Board of Directors of Global Casinos and members
of the Board of Directors of the Company (Messrs. Calandrella and Jacobs
resigned as Directors of the Company in February 1995 and October 1996,
respectively), and Mr. Pete Bloomquist was Chief Financial Officer of Global
Casinos and a member of the Board of Directors of the Company, (Mr. Bloomquist
resigned as a Director in October 1996). See Note 1 to Financial Statements.

STOCK DISTRIBUTION

In March 1994, the Company undertook a stock distribution pursuant to which
it distributed to its common stockholders one share of common stock of Global
Casinos, Inc., a Utah corporation held by the Company as a portfolio security,
for each share of Company Common Stock beneficially owned on the record date of
the distribution. In connection with the stock dividend, the Company distributed
a total of 2,409,700 shares of Global Casinos, Inc. common stock to its
shareholders of record. The shares had been acquired by the Company in
connection with the exchange involving the Company's gaming property located in
Central City, Colorado. At the time of the stock distribution, Messrs. Jacobs
and Calandrella were members of the Board of Directors of both the Company and
Global Casinos, and Mr. Bloomquist was Chief Financial Officer of Global Casinos
and a member of the Company's Board of Directors. See Note 2 to Financial
Statements.

MIRAGE CONCEPTS, INC. ACQUISITION

In March, 1994, the Company acquired 100% of the outstanding common stock of
Mirage Concepts, Inc., an Arizona corporation ("Mirage"), which owned three
reproduction jewelry stores, operating under the tradenames "Mira Boutique" and
"Classic Copies." At the time of the transaction, the stockholders of Mirage
Concepts, Inc. were Raymond Stanz (50%), John C. Power (25%) and Mark R. Power
(25%). At the time, Mr. Stanz was serving as the Chief Operating Officer of the
Company, and John C. Power would have been deemed a principal shareholder of the
Company by virtue of the security ownership of Redwood Microcap Fund, Inc., of
which Mr. Power is a director and President.

The agreement for the acquisition of Mirage Concepts, Inc. initially
provided for the Company to issue to the shareholders of Mirage, PRO RATA,
27,000 units of the Company's securities, each unit consisting of one share of
Common Stock and one Common Stock Purchase Warrant exercisable through December
31, 1994 at an exercise price of $6.25 per share. However, following the closing
of the transaction, and prior to the issuance of any securities to the Mirage
shareholders, a dispute arose between Mr. Stanz, on

45
<PAGE>
the one hand, and the Company, on the other, concerning numerous matters,
including the financial condition of Mirage Concepts, Inc. at the time it was
acquired by the Company.

Following extensive negotiations, an agreement was entered into with Mr.
Stanz resolving the areas of disagreement pursuant to which (i) Mr. Stanz
resigned as an officer and director of Mirage as well as Chief Operating Officer
of the Company, (ii) Mr. Stanz transferred, sold and assigned to Rockies Fund,
Inc. 3,500 shares of the Company's Common Stock, 3,500 C Warrants, and all of
the Units which Stanz was to have received as a shareholder of Mirage Concepts,
Inc., in consideration for which Rockies Fund agreed to pay Stanz an aggregate
sum of $85,000, and (iii) the Company and Stanz exchanged mutual general
releases. Rockies Fund, Inc. was a principal shareholder of the Company whose
President and director was and is Stephen G. Calandrella, who at the time of the
Stanz agreement served as a director of the Company.

Following the resolution of the dispute with Stanz, the Company entered into
an agreement with Rockies Fund, Inc., Mr. Calandrella, Redwood Microcap Fund,
Inc., and John C. Power pursuant to which the Company issued an aggregate of
20,000 shares of Common Stock as full and final consideration for its
acquisition of Mirage Concepts, Inc. The warrants that were to have been
included in the units issuable in the Mirage transaction had already expired
unexercised and were therefore moot. See Note 2 to Financial Statements.

SHAREHOLDER GUARANTEES

In connection with the Company's acquisition of the Impostors retail jewelry
chain from bankruptcy proceedings, the Company agreed to assume and pay certain
post-petition liabilities of American Fashion Jewels, Inc. Included in those
post-petition liabilities were obligations to the law firm of Bronson & Bronson,
of San Francisco, California. This obligation is in the amount of $35,000, and
by agreement is being retired in monthly installments. By written agreement, the
Company's obligation to that law firm has been guaranteed by the Rockies Fund,
Inc., Redwood Microcap Fund, Inc., John C. Power, individually, and Stephen G.
Calandrella, individually. Under the terms of the written guarantees, in the
event any of the guarantors is required to cure the Company's default or
delinquency in any payment to that law firm, such payment can be applied, at the
option of the guarantor, to the purchase of Company Common Stock at a price per
share which is equal to the lesser of $5.00 per share or 50% of the closing bid
price of the Company's Common Stock on the date of such payment, but in no event
at a price per share less than $3.125. In addition, in the event a guarantor is
required to make any payment then Redwood would be entitled to designate one
person to serve as a member of the Company's Board of Directors for a minimum
term of one year. See Note 4 to Financial Statements.

PRIVATE OFFERING--INVESTOR GUARANTEES

On September 30, 1995, the Company entered into an Investment Term Sheet
("ITS") with Redwood Microcap Fund, Inc. ("Redwood"), a former principal
shareholder of the Company. Under the terms of the ITS, Redwood, and its
affiliates, agreed to purchase up to 240,000 shares of Common Stock at a price
of $1.25 per share, representing aggregate maximum proceeds to the Company of
$300,000 (the "Private Offering"). Further under the terms of the ITS, in
consideration of their investment of the Company's Common Stock at $1.25 per
share, investors in the Private Offering (the "Investors") severally agreed to
subscribe for and purchase all Shares of the Company's Common Stock offered in a
proposed rights offering which was never undertaken. See Note 6 to Financial
Statements.

In connection with the Private Offering, the Company sold an aggregate of
234,000 shares of Common Stock for aggregate net proceeds of $282,500. The
Company utilized the proceeds of the Private Offering to open two new stores and
to meet working capital requirements during the holiday season, the fourth
quarter of 1995.

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<PAGE>
The Company is registering for resale the shares of Common Stock sold in the
Private Offering in a Registration Statement which the Company intends to file
in 30 days following the date of this Prospectus.

LEASE GUARANTEE

In April, 1996, the Company granted to four of its directors non-qualified
stock options exercisable to acquire 3,000 shares of the Company's common stock
each in exchange for each persons agreement to personally guarantee the
Company's office lease. The options are exercisable at a price of $2.50 per
share and expire in 2001. See "Securities Ownership of Management and Principal
Shareholders" and Notes 4 and 6 to Financial Statements.

All transactions between the Company and its officers, Directors, principal
shareholders, or other affiliates have been and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
on an arms-length basis and will be approved by a majority of the Company's
independent, disinterested Directors.

STOCK REDEMPTION

On December 27, 1996, the Company completed the Bridge Note Financing from
which it utilized $624,325 of net proceeds to redeem from certain former
securityholders an aggregate of 189,023 shares of Common Stock and 32,500 Class
C Warrants. The redemption consisted all of the equity securities of the Company
owned by these former securityholders, and was undertaken by the Company to
expedite this offering and the Company's application to have its securities
listed on NASDAQ. The price paid to these former securityholders in connection
with this redemption was $3.25 per share of Common Stock and an aggregate
redemption price of $10,000 for all 32,500 Class C Warrants.

47
<PAGE>
SECURITIES OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this Prospectus, the stock
ownership of each person known by the Company to be the beneficial owner of five
(5%) percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Each person has sole
voting and investment power with respect to the shares shown, except as noted.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
---------------------------------------------------
PERCENT(1)
--------------------------------------
NAME & ADDRESS OF BENEFICIAL OWNER NUMBER BEFORE OFFERING AFTER OFFERING(2)
- ------------------------------------------------------------ ----------- ----------------- -------------------
<S> <C> <C> <C>
Sissel B. Greenberg(3)...................................... 55,600 9.1% 3.2%
3033 S. Parker Rd., #120
Aurora, CO 80014
William Nandor.............................................. 7,600 1.4% 0.5%
2698 Gapwall Court
Pleasanton, California 94566
Jack Brandon................................................ -0- -0- -0-
3033 S. Parker Rd., #120
Aurora, CO 80014
Simona Katz Yuffa........................................... -0- -0- -0-
3033 S. Parker Rd., #120
Aurora, CO 80014
Todd Huss(4)................................................ 15,000 2.6% 0.9%
3033 S. Parker Rd., #120
Aurora, Colorado 80014
Raymond D. Hand(5).......................................... 57,500 10.0% 3.4%
310 Radford Place
Knoxville, Tennessee 37927
Banca Adamas S.A............................................ 80,000 14.3% 4.8%
Via Nassa 42
6901 Lugano, Switzerland
AMC Consumer(6)............................................. 61,224 10.5% 3.6%
One Main Street, Suite 312
Eatontown, NJ 07724
Caribou Bridge Fund(7)...................................... 33,114 5.8% 2.0%
5350 S. Roslyn Street, #380
Englewood, CO 80111
Lee Schlessman(8)........................................... 35,714 6.0% -0-
1301 Pennsylvania St., #800
Denver, CO 80203
Gary C. Batz(8)............................................. 53,570 8.7% -0-
c/o Fike Corporation
704 S. 10th Street
Blue Springs, FL 64015
Directors and Officers as 78,200(8) 12.3%
a Group (5persons)........................................ 4.5%
</TABLE>

- ------------------------

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this Prospectus, or
within sixty (60) days of such date, are treated as outstanding when
determining the percent of the class owned by such individual and when
determining the percent owned by a group.

48
<PAGE>
(2) Assumes that the Over-Allotment Option is not exercised, none of the
Warrants sold in this offering have been exercised and none of the
Representative's Securities have been issued.

(3) Includes incentive stock options to purchase 50,000 shares of the Company's
Common Stock at a weighted average exercise price of $2.00 per share granted
under the Company's Stock Incentive Plan. Also includes non-qualified stock
options to purchase 3,000 shares of the Company's Common Stock at an
exercise price of $2.50 per share granted to Ms. Greenberg in return for her
agreement to personally guarantee the Company's corporate office lease. Does
not include incentive stock options to purchase 10,000 shares of the
Company's Common Stock at an exercise price of $2.50 per share which vest in
1997.

(4) Consists of Incentive Stock Options exercisable to purchase 15,000 shares of
Common Stock at an exercise price of $2.50 per share. Does not include
additional Incentive Stock Options exercisable to purchase an additional
20,000 shares of Common Stock at an exercise price of $2.50 per share which
are not yet vested.

(5) Includes Class C Common Stock Purchase Warrants exercisable to acquire up to
12,500 additional shares of Common Stock at an exercise price of $10.00 per
share.

(6) Includes Class B Warrants exercisable to purchase 20,408 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
registration statement of which this Prospectus forms a part.

(7) Includes Class B Warrants exercisable to purchase 10,204 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
registration statement of which this Prospectus forms a part.

(8) Consists entirely of Class B Warrants purchased as part of the Bridge Note
Financing. Assumes all Warrants issued in exchange for the Class B Warrants
are sold in the Selling Shareholders' Offering.

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<PAGE>
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50
<PAGE>
DESCRIPTION OF SECURITIES

The Company is authorized to issue up to 850,000,000 shares of $.002 par
value Common Stock and up to 20,000,000 shares of $.10 par value Preferred
Stock. As of the date of this Prospectus, 559,916 shares of Common Stock and
416,670 shares of Series A Convertible Preferred Stock were issued and
outstanding.

COMMON STOCK

Each holder of Common Stock of the Company is entitled to one vote for each
share held of record. There is no right to cumulative votes for the election of
directors. The shares of Common Stock are not entitled to pre-emptive rights and
are not subject to redemption or assessment. Each share of Common Stock is
entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor. Upon liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive, PRO RATA, the
assets of the Company which are legally available for distribution to
shareholders. The issued and outstanding shares of Common Stock are validly
issued, fully paid and non-assessable.

PREFERRED STOCK

The Company is authorized to issue up to 20,000,000 shares of $.10 par value
Preferred Stock. The preferred stock of the corporation can be issued in one or
more series as may be determined from time to time by the Board of Directors
without further stockholder approval. In establishing a series, the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of shares
in such series, and the preferences, rights and restrictions thereof. All shares
of any one series shall be alike in every particular. All series shall be alike
except that there may be variation as to the following: (1) the rate of
distribution, (2) the price at and the terms and conditions on which shares
shall be redeemed, (3) the amount payable upon shares for distributions of any
kind, (4) sinking fund provisions for the redemption of shares, and (5) the
terms and conditions on which shares may be converted if the shares of any
series are issued with the privilege of conversion, and (6) voting rights except
as limited by law.

Although the Company currently does not have any plans to designate a series
of Preferred Stock, there can be no assurance that the Company will not do so in
the future. As a result, the Company could authorize the issuance of a series of
preferred stock which would grant to holders preferred rights to the assets of
the Company upon liquidation, the right to receive dividend coupons before
dividends would be declared to common stockholders, and the right to the
redemption of such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend against unwanted tender
offers or hostile takeovers without further shareholder approval.

SERIES A CONVERTIBLE PREFERRED STOCK

The Company has issued and outstanding 416,670 shares of Series A
Convertible Preferred Stock (the "Convertible Preferred Stock") which were
issued to investors in the Bridge Offering which was completed on June 24, 1996.
Holders of shares of Convertible Preferred Stock are entitled to one vote for
each share on any matter to come before the shareholders of the Company and are
entitled to a liquidation preference of $.60 per share of Convertible Preferred
Stock in the event of a liquidation of the Company. Each outstanding share of
Convertible Preferred Stock is entitled to receive cumulative cash dividends at
the annual rate of $.051 per share, payable quarterly on the last day of
January, April July and October of each year. Each share of Convertible
Preferred Stock is convertible at the option of the holder into one share of
Common Stock (the "Conversion Shares") commencing June 24, 1997. However, each
share of Convertible Preferred Stock will convert automatically into shares of
Common Stock if the Conversion

51
<PAGE>
Shares are registered for sale under the Securities Act (the "Automatic
Conversion"). In the event of an Automatic Conversion, the conversion price
shall be equal to 70% of the offering price of the Common Stock to the public in
the public offering. The Registration Statement of which this Prospectus forms a
part includes the registration for sale by the Company of the Conversion Shares
issuable upon conversion of the Convertible Preferred Stock; and all information
with regard to the capital stock of the Company contained in this Prospectus
gives effect to that Automatic Conversion. Upon such Automatic Conversion,
holders of outstanding shares of Convertible Preferred Stock shall have no
further rights as preferred stockholders of the Company other than the right to
receive certificates evidencing the Conversion Shares issuable upon such
conversion.

12% CONVERTIBLE PROMISSORY NOTE

The Company has issued an aggregate of $1,120,000 in 12% Convertible
Promissory Notes. Each Convertible Promissory Note accrues interest at a rate of
12% per annum, payable quarterly. The total outstanding balance of principal and
any accrued and unpaid interest is due and payable December 26, 1999. Holders of
the Notes have the option to convert the outstanding principal balance of the
Notes into shares of the Company's Common Stock at any time commencing the
earlier of (i) December 27, 1997, or (ii) upon the effective date of the
Registration Statement registering for sale under the Securities Act the
Conversion Shares; provided, however, that in no event shall such conversion
option be exercisable prior to April 1, 1997. The conversion value at which the
principal amount of the Convertible Notes is convertible is initially $2.80 per
share of Common Stock, subject to adjustment under certain circumstances;
provided, however, that if either the Company fails to consummate a public
offering on or before June 30, 1997 or the Company fails to retire the Notes on
or before the Maturity Date, the conversion value shall be reduced to $1.00 per
share of Common Stock after either such event. The obligation of the Company to
repay the Convertible Notes is secured by a subordinated security interest
encumbering all of the Company's tangible and intangible assets. The Company has
agreed to retire the Convertible Notes out of the proceeds of this offering.

CLASS A WARRANT

The Board of Directors has authorized the issuance of up to 1,858,334
Warrants, including 1,100,000 Warrants offered hereby, 165,000 Warrants subject
to the Over-Allotment Option, 110,000 Warrants subject to the Representative's
Securities and 483,334 Warrants issuable to holders of outstanding Class B
Warrants. Two Warrants entitle the holder thereof to purchase one share of
Common Stock at a price of $ . The Warrant Exercise Price is subject to
adjustment upon certain events such as stock splits, stock dividends and similar
transactions. The Warrants are subject to redemption by the Company, as
described below. The exercise period for the Warrants expires at 5:00 p.m.,
Denver time on the date that is three years from the date of this Prospectus
(the "Warrant Term"), after which the Warrants will expire automatically. The
Company may at any time and from time to time extend the Warrant Term or reduce
the Warrant Exercise Price, provided written notice of such extension or
reduction is given to the registered holders of the Warrants prior to the
expiration date then in effect. The Company does not presently contemplate any
extension of the Warrant Term or reduction in the Warrant Exercise Price.

Subject to compliance with applicable securities laws, Warrants certificates
may be transferred or exchanged for new certificates of different denominations
at the offices of the Warrant Agent described below. The holders of Warrants, as
such, are not entitled to vote, to receive dividends or to exercise any of the
rights of shareholders for any purpose. The Warrants may be transferred
separately from the Common Stock with which they will be issued.

EXERCISE. The Warrants may be exercised during the Warrant Term only upon
surrender of the Warrant certificate at the offices of the Company with the form
of "Election to Purchase" on the reverse side of the Warrant certificate
completed and signed, accompanied by payment of the full Exercise Price for the
number of Warrants being exercised. Warrantholders will receive one share of
Common Stock for

52
<PAGE>
every two Warrants exercised, subject to any adjustment required by the Warrant
Agreement. For a holder to exercise Warrants, there must be a current
Registration Statement in effect with the Commission and various state
securities authorities registering the shares of Common Stock underlying the
Warrants or, in the sole determination of the Company and its counsel, there
must be a valid exemption therefrom. The Company has undertaken, and intends, to
maintain a current Registration Statement which will permit the exercise of the
Warrants during the Warrant Term. Maintaining a current effective Registration
Statement could result in substantial expense to the Company and there is no
assurance that the Company will be able to maintain a current Registration
Statement covering the shares issuable upon exercise of the Warrants. Holders of
Warrants will have the right to exercise the Warrants included therein for the
purchase of shares of Common Stock only if a Registration Statement is then in
effect and only if the shares are qualified for sale under securities laws of
the state in which the exercising warrantholder resides or if the Company, in
its and its counsel's sole discretion, is able to obtain valid exemptions from
the foregoing requirements. Although the Company believes that it will be able
to register or qualify the shares of Common Stock underlying the Warrants for
sales in those states where the Securities are offered, there can be no
guarantee that such registration or qualification, or an exemption therefrom,
can be accomplished without undue hardship or expense to the Company. The
Warrants may be deprived of any value if a Registration Statement covering the
shares issuable upon exercise thereof or an exemption therefrom cannot be filed
or obtained without undue expense or hardship or if such underlying shares are
not registered or exempted from such registration in the states in which the
holder of a Warrant resides. In the latter event, the only option available to a
holder of a Warrant may be to attempt to sell his or her Warrants into the
market, if a market then exists and only then in compliance with applicable
securities laws and restrictions on transfer.

REDEMPTION. The Company shall have the right, at its discretion, to call
all of the Warrants for redemption on 45 days' prior written notice at a
redemption price of $.05 per Warrant if: (i) the closing bid price of the
Company's Common Stock exceeds the Warrant Exercise Price by a least 50% during
a period of at least 20 of the 30 trading days immediately preceding the notice
of redemption; (ii) the Company has in effect a current Registration Statement
covering the Common Stock issuable upon exercise of the Warrants; and (iii) the
expiration of the 45 day notice period is within the Warrant Term. If the
Company elects to exercise its redemption right, holders of Warrants may either
exercise their Warrants, sell such Warrants in the market or tender their
Warrants to the Company for redemption. Within five business days after the end
of the 45 day period, the Company will mail a redemption check to each
registered holder of a Warrant who holds unexercised Warrants as of the end of
the 45 day period, whether or not such holder has surrendered the Warrant
certificates for redemption. The Warrants may not be exercised after the end of
such 45 day period.

CLASS B WARRANT

The Company has outstanding Class B Warrants exercisable to purchase, in the
aggregate, 241,667 shares of Common Stock at an exercise price of $5.00 per
share. The Class B Warrants were issued by the Company in the Bridge Offering
and the Bridge Note Financing. The Class B Warrants are exercisable at any time
commencing on the date of issuance and expiring on June 24, 1998. Upon
expiration, the Class B Warrant will terminate automatically, subject to certain
rights of the Company to extend the warrant term. The exercise price of each
Class B Warrant is subject to adjustment upon certain events such as stock
splits, stock dividends and similar transactions.

Each Class B Warrant will be automatically exchanged for two Class A
Warrants upon the Effective Date of the Registration Statement of which this
Prospectus forms a part. Upon such Effective Date, all outstanding Class B
Warrants shall be deemed surrendered for cancellation in exchange for the
issuance of twice the number of Class A Warrants; and holders of Class B
Warrants shall have the right only to receive two Class A Warrants for each
Class B Warrant beneficially owned on the Effective Date.

53
<PAGE>
Holders of outstanding Class B Warrants were granted certain registration
rights by the Company in connection with the Bridge Offering, which rights are
being exercised and fulfilled by the Registration Statement of which this
Prospectus forms a part.

CLASS C WARRANTS

The Company has outstanding Class C Warrants exercisable until December 31,
1997 to purchase 60,250 shares of Common Stock at a price of $10.00 per share.

TRANSFER AND WARRANT AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock and warrant agent for
the Warrants is Corporate Stock Transfer, Inc., Denver, Colorado.

REPORTS TO SHAREHOLDERS

The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company may issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate. The Company will comply
with the periodic reporting requirements imposed by the Securities Exchange Act
of 1934.

54
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, the Underwriters named below (the "Underwriters") have
severally agreed, through Cohig & Associates, Inc. as the Representative of the
Underwriters, to purchase from the Company on a firm commitment basis, the
aggregate number of shares of Common Stock and Warrants set forth opposite their
names below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES AND
UNDERWRITERS WARRANTS
- ------------------------------------------------------------------------------------------- ----------
<S> <C>
Cohig & Associates, Inc.................................................................... 1,100,000

----------
Total.................................................................................. 1,100,000
----------
----------
</TABLE>

The Common Stock and the Warrants are being offered by the several
Underwriters, subject to prior sale, when, as, and if delivered to and accepted
by the Underwriters and subject to their right to reject orders in whole or in
part and subject to approval of certain legal matters by counsel and to various
conditions. The nature of Underwriters' obligation is such that they must
purchase all of the Common Stock and Warrants offered hereby if any are
purchased.

The Company has granted the Underwriters options for 45 days from the date
of this Prospectus to purchase up to an additional 165,000 shares of Common
Stock and/or 165,000 Warrants at the assumed initial public offering prices less
the underwriting discounts of $.39 per share and $.01 per Warrant. The
Underwriters may exercise such options only for the purpose of covering any
over-allotments in the sale of the Common Stock and Warrants being offered.

The Underwriters have advised the Company that they propose to offer the
1,100,000 shares of Common Stock and 1,100,000 Warrants directly to the public
at the public offering price set forth on the cover page of this Prospectus and
to selected dealers at that price, less a concession of not more than $ per
share of Common Stock and $ per Warrant. After the offering, the Price to
the public and the concession may be changed by the Underwriters.

The Underwriters have advised the Company that they will not make sales of
the Common Stock or Warrants offered in this Prospectus to accounts over which
they exercise discretionary authority without specific authorization.

The Company will pay the Representative a non-accountable expense allowance
from offering proceeds, including proceeds from the over-allotment options to
the extent exercised. The Representative's expenses in excess of the
non-accountable expense allowance will be borne by the Representative. To

55
<PAGE>
the extent that the expenses of the Representative are less than the
non-accountable expense allowance, the excess shall be deemed to be compensation
to the Representative. On April 29, 1996, the Company and the Representative
entered into an agreement under which the Representative will act as the
Company's exclusive financial advisor until the agreement is terminated by
either party after September 30, 1996. The Company has paid $30,000 to the
Representative in consideration of the financial advisory services relating to
this offering. This amount will be deducted from the non-accountable expense
allowance due the Representative. Accordingly, the amount payable in respect of
the remaining non-accountable expense allowance would be 2.1% of the offering
proceeds if the over-allotment option were not exercised, or 2.3% of the
offering proceeds if the over-allotment were exercised.

The Company will bear all costs and expenses incident to the issuance,
offer, sale and delivery of the Common Stock and Warrants. The Underwriters have
agreed to pay all fees and expenses of any legal counsel whom it may employ to
represent it separately in connection with or on account of the proposed
offering by the Company, mailing, telephone, travel and clerical costs and all
other office costs incurred or to be incurred by the Underwriters or by their
representatives in connection with this offering.

The Company has granted the Representative a right of first refusal for a
period of three years after the date of this Prospectus to act as managing
underwriting for any public offering of the Company's securities.

The public offering price of the Common Stock and Warrants and the exercise
price of the Warrants were determined by negotiations between the Representative
and the Company. Among the factors considered in determining the public offering
price and the Warrant exercise price were the prospects for the Company, an
assessment of the industry in which the Company operates, the assessment of
management, the number of shares of Common Stock and Warrants offered, the price
that purchasers of such securities might be expected to pay given the nature of
the Company, and the general condition of the securities markets at the time of
the offering. Accordingly, the offering price set forth on the cover page of
this Prospectus should not be considered an indication of the actual value of
the Company or the Common Stock or Warrants.

The Company has obtained the agreement of its officers and certain other
shareholders not to sell, contract to sell or otherwise dispose of, directly or
indirectly, any shares of the Common Stock of the Company beneficially held by
them, other than Common Stock offered hereby, for a period of six months after
the date of this Prospectus, without the prior written consent of the
Representative.

The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the 1933 Act, and, if such
indemnifications are unavailable or insufficient, the Company and the
Underwriters have agreed to damage contribution agreements between them based
upon relative benefits received from this offering and relative fault resulting
in such damages. The Company also has agreed with the Underwriters that the
Company will file and cause to become effective a Registration Statement
pursuant to Section 12(g) of the Securities Exchange Act of 1934 no later than
the date of this Prospectus.

The Company has also agreed that, at the closing of this offering, it will
enter into a consulting agreement retaining the Representative as a financial
consultant to the Company for a fee of $2,500 per month for 12 months after the
closing of this offering. The entire $30,000 fee shall be payable to the
Representative at the closing.

The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the
offices of the Representative, the Company and the Commission. See "Available
Information."

56
<PAGE>
REPRESENTATIVE'S SECURITIES

Upon completion of the offering, the Company will sell to the Representative
for $100 options to purchase 110,000 shares of Common Stock and 110,000 Warrants
(the "Representative's Securities"). The Representative's Securities will not be
exercisable for one year after the date of this Prospectus. Thereafter, for a
period of four years, the Representatives' Securities will be exercisable at
120% of the public offering price of the Common Stock and 120% of the public
offering price for the Warrants. The Warrants have the same exercise price as
the Warrants offered hereby. The exercise price for the Representative's
Securities is payable in cash or through the surrender of Common Stock or
Warrants having a value equal to the difference between the exercise price and
the average of the current market prices of the Common Stock for the 20
consecutive trading days commencing 21 trading days before the date the Common
Stock or Warrants are tendered for exchange.

The Representative's Securities will be non-transferable for one year after
the date of this Prospectus except between the Underwriters and by their
respective officers or partners. The Representative's Securities will also
contain anti-dilution provisions for stock splits, combinations and
reorganizations, piggyback registration rights, one demand registration right at
the expense of the Company, and one demand registration right paid for by the
holders of the Representative's Securities (all of which expire five years from
the date of the Prospectus) and will otherwise be in form and substance
satisfactory to the Representative. The Warrants included in the
Representative's Securities will be exercisable during the period provided in
the Warrants, commencing one year after the date of this Prospectus.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Neuman & Cobb, Boulder, Colorado. Clifford L.
Neuman, a partner in the firm of Neuman & Cobb, is the beneficial owner of
24,300 shares of the Company's Common Stock, and Nathan L. Stone, an associate
with the firm, is the beneficial owner of 300 shares of the Company's Common
Stock. Certain legal matters will passed upon for the Representative by Jones &
Keller, P.C., Denver, Colorado.

EXPERTS

The financial statements of the Company as of January 28, 1996, for the
fiscal year ended January 28, 1996, the month ended January 29, 1995 and the
year ended December 31, 1994 are included herein in reliance on the reports of
Hein + Associates LLP, independent certified public accountants, and upon the
authority of that firm as experts in auditing and accounting. With respect to
the unaudited interim financial information for the nine months ended October
29, 1995 and October 27, 1996, the independent public accountants have not
audited or reviewed such financial statements and have not expressed an opinion
or other form of assurance with respect to such financial statements.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance with the Exchange
Act files periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company can be inspected and copied (at
prescribed rates) at the Commission's Public Reference Section, Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, as well as at the
following Regional Offices: Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material also may be obtained at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

57
<PAGE>
The Company has filed a Registration Statement on Form SB-2 with the
Commission in Washington, D.C., in accordance with the provisions of the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information pertaining to the shares of Common Stock and Warrants offered hereby
and the Company, reference is made to the Registration Statement, including the
exhibits and financial statement schedules filed as a part thereof. Statements
herein contained concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. The Registration Statement may be
obtained from the Commission upon payment of the fees prescribed therefor and
may be examined at the principal office of the Commission in Washington, D.C.

58
<PAGE>
PREMIER CONCEPTS, INC.
FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 1994,
FOR THE ONE MONTH ENDED JANUARY 29, 1995,
FOR THE FISCAL YEAR ENDED JANUARY 28, 1996,
FOR THE NINE MONTHS ENDED OCTOBER 29, 1995 (UNAUDITED),
AND FOR THE NINE MONTHS ENDED OCTOBER 27, 1996 (UNAUDITED)
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INDEPENDENT AUDITOR'S REPORT............................................................................... F-2

BALANCE SHEETS--For the Year Ended January 28, 1996 and the Nine Months Ended October 27, 1996
(Unaudited)............................................................................................... F-3

STATEMENTS OF OPERATIONS--For the Year Ended December 31, 1994, for the One Month Ended January 29, 1995,
for the Fiscal Year Ended January 28, 1996, for the Nine Months Ended October 29, 1995 (Unaudited), and
for the Nine Months Ended October 27, 1996
(Unaudited)............................................................................................... F-4

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY--For the Year Ended December 31, 1994, for the One Month
Ended January 29, 1995, for the Fiscal Year Ended January 28, 1996, and for the Nine Months Ended October
27, 1996 (Unaudited)...................................................................................... F-5

STATEMENTS OF CASH FLOWS--For the Year Ended December 31, 1994, for the One Month Ended January 29, 1995,
for the Fiscal Year Ended January 28, 1996, for the Nine Months Ended October 29, 1995 (Unaudited), and
for the Nine Months Ended October 27, 1996
(Unaudited)............................................................................................... F-6

NOTES TO FINANCIAL STATEMENTS.............................................................................. F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Premier Concepts, Inc.
Denver, Colorado

We have audited the accompanying balance sheet of Premier Concepts, Inc. as
of January 28, 1996, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended December 31, 1994, for
the one month ended January 29, 1995, and for the fiscal year ended January 28,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Premier Concepts, Inc., as
of January 28, 1996, and the results of its operations and its cash flows for
the year ended December 31, 1994, for the month ended January 29, 1995, and for
the fiscal year ended January 28, 1996, in conformity with generally accepted
accounting principles.

HEIN + ASSOCIATES LLP
Denver, Colorado
April 5, 1996

F-2
<PAGE>
PREMIER CONCEPTS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
JANUARY 28,
1996
------------ OCTOBER 27,
1996
------------
(UNAUDITED)
<S> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents....................... $ 327,198 $ 47,619
Marketable securities........................... 45,113 7,006
Merchandise inventories......................... 1,393,925 1,588,254
Prepaid expenses and other current assets....... 95,503 164,969
------------ ------------
Total current assets.......................... 1,861,739 1,807,848
PROPERTY AND EQUIPMENT, net....................... 977,727 1,254,549
TRADEMARKS, net of accumulated amortization of
$39,100 and $53,067, respectively............... 104,900 90,933
DEFERRED OFFERING COSTS........................... -- 211,542
OTHER ASSETS...................................... 92,428 104,507
------------ ------------
TOTAL ASSETS...................................... $ 3,036,794 $ 3,469,379
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable and current portion of long-term
debt:
Related parties............................... $ 98,879 $ 74,420
Other......................................... 378,902 272,762
Account payable................................. 291,905 1,006,839
Other accrued liabilities....................... 408,881 174,024
------------ ------------
Total current liabilities................... 1,178,567 1,528,045
LONG-TERM DEBT, less current portion.............. 759,864 691,104
DEFERRED RENT..................................... 56,159 91,522
------------ ------------
Total liabilities........................... 1,994,590 2,310,671
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value, 20,000,000
shares authorized; 416,670 shares issued and
outstanding at October 27, 1996............... -- 41,667
Common stock, $.002 par value; 850,000,000
shares authorized; 748,939 shares issued and
outstanding................................... 1,498 1,498
Additional paid-in capital...................... 2,756,737 2,940,070
Accumulated deficit............................. (1,716,031) (1,824,527)
------------ ------------
Total stockholders' equity.................. 1,042,204 1,158,708
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $ 3,036,794 $ 3,469,379
------------ ------------
------------ ------------
</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-3
<PAGE>
PREMIER CONCEPTS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE FOR THE NINE
FOR THE YEAR FOR THE ONE FISCAL YEAR MONTHS ENDED
ENDED MONTH ENDED ENDED --------------------------
DECEMBER 31, JANUARY 29, JANUARY 28, OCTOBER 29, OCTOBER 27,
1994 1995 1996 1995 1996
------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
NET REVENUES:
Retail............................................. $ 7,641,427 $ 539,409 $ 8,958,807 $ 6,188,869 $ 6,263,960
Wholesale.......................................... 150,986 3,968 111,033 42,381 23,950
------------- ------------- ------------ ------------ ------------
Total revenues................................... 7,792,413 543,377 9,069,840 6,231,250 6,287,910
COST OF GOODS SOLD................................... 2,569,531 228,076 2,690,658 1,950,465 1,847,986
------------- ------------- ------------ ------------ ------------
Gross margin..................................... 5,222,882 315,301 6,379,182 4,280,785 4,439,924
OPERATING EXPENSES:
Selling, general and administrative................ 5,451,377 488,664 6,087,717 4,453,164 4,365,891
Provision for store closures....................... 143,000 -- (8,307) (8,107) --
Depreciation and amortization...................... 312,146 29,663 337,070 252,992 212,330
------------- ------------- ------------ ------------ ------------
Total operating expenses......................... 5,906,523 518,327 6,416,480 4,698,049 4,578,221
------------- ------------- ------------ ------------ ------------
OPERATING LOSS....................................... (683,641) (203,026) (37,298) (417,264) (138,297)
OTHER INCOME (EXPENSE):
Interest expense, net.............................. (145,577) (11,899) (108,180) (97,968) (79,350)
Gain (loss) on marketable securities, net.......... (146,963) -- (182,643) (150,471) 12,458
Other.............................................. (39,998) 141 10,899 28,755 70,516
------------- ------------- ------------ ------------ ------------
Other, net....................................... (332,538) (11,758) (279,924) (219,684) 3,624
------------- ------------- ------------ ------------ ------------
LOSS BEFORE INCOME TAX BENEFIT AND DISCONTINUED
OPERATIONS......................................... (1,016,179) (214,784) (317,222) (636,948) (134,673)
Income tax benefit................................. 51,000 -- 161,000 109,000 10,000
------------- ------------- ------------ ------------ ------------
INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS......... (965,179) (214,784) (156,222) (527,948) (124,673)
DISCONTINUED OPERATIONS:
Income from discontinued operations, net of income
tax expense of $51,000 and $161,000 for the years
ended December 31, 1994 and January 28, 1996 and
$109,000 and $10,000 for the nine months ended
October 29, 1995 and October 27, 1996............ 141,237 -- 270,441 177,830 16,177
------------- ------------- ------------ ------------ ------------
NET INCOME (LOSS).................................... $ (823,942) $ (214,784) $ 114,219 $ (350,118) $ (108,496)
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS... $ (823,942) $ (214,784) $ 114,219 $ (350,118) $ (116,496)
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
Net Income (Loss) Per Common Share:
Before discontinued operations..................... $ (2.77) $ (.49) $ (.31) $ (1.16) $ (.18)
Discontinued operations............................ .40 -- .54 .39 .02
Dividends applicable to preferred stock............ -- -- -- -- .01
------------- ------------- ------------ ------------ ------------
Net income (loss) per common share............... $ (2.37) $ (.49) $ .23 $ (.77) $ (.15)
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING........... 348,000 434,200 495,800 454,851 748,939
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-4
<PAGE>
PREMIER CONCEPTS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994,
FOR THE ONE MONTH ENDED JANUARY 29, 1995,
FOR THE FISCAL YEAR ENDED JANUARY 28, 1996,
AND FOR THE NINE MONTHS ENDED OCTOBER 27, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
-------------------- ---------------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- --------- --------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, January 31, 1994............ -- $ -- 101,441 $ 203 $ 223,742 $ (791,524) $ (567,579)

Common stock issued for:
Rights offering................... -- -- 16,285 33 274,476 -- 274,509
Private placement................. -- -- 185,511 371 893,910 -- 894,281
Acquisition of Imposters and
Mirage.......................... -- -- 127,500 255 794,745 -- 795,000
Settlement of claims.............. -- -- 2,750 5 54,995 -- 55,000
Compensation to employees......... -- -- 660 1 3,299 -- 3,300
Net loss............................ -- -- -- -- -- (823,942) (823,942)
--------- --------- --------- ----------- ----------- ------------ -----------
BALANCES, December 31, 1994........... -- -- 434,147 868 2,245,167 (1,615,466) 630,569
Net loss............................ -- -- -- -- -- (214,784) (214,784)
--------- --------- --------- ----------- ----------- ------------ -----------
BALANCES, January 29, 1995............ -- -- 434,147 868 2,245,167 (1,830,250) 415,785
Common stock issued for:
Private placement................. -- -- 234,000 468 282,032 -- 282,500
Settlement of claims.............. -- -- 53,792 108 184,592 -- 184,700
Services.......................... -- -- 27,000 54 44,946 45,000
Net income.......................... -- -- -- -- -- 114,219 114,219
--------- --------- --------- ----------- ----------- ------------ -----------
BALANCES, January 28, 1996............ -- -- 748,939 1,498 2,756,737 (1,716,031) 1,042,204
Preferred stock issued for cash
(unaudited)....................... 416,670 41,667 -- -- 183,333 -- 225,000
Net loss (unaudited)................ -- -- -- -- -- (108,496) (108,496)
--------- --------- --------- ----------- ----------- ------------ -----------
BALANCES, October 27, 1996
(Unaudited).......................... 416,670 $ 41,667 748,939 $ 1,498 $ 2,940,070 $(1,824,527) $ 1,158,708
--------- --------- --------- ----------- ----------- ------------ -----------
--------- --------- --------- ----------- ----------- ------------ -----------
</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-5
<PAGE>
PREMIER CONCEPTS, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR FOR THE ONE FOR THE NINE MONTHS ENDED
ENDED MONTH ENDED FISCAL YEAR ------------------------
DECEMBER 31, JANUARY 29, ENDED JANUARY OCTOBER 29, OCTOBER 27,
1994 1995 28, 1996 1995 1996
------------ ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................ $ (823,942) $(214,784) $ 114,219 $(350,118) $(108,496)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Stock for services............................. -- -- 45,000 -- --
Gain on restructuring of debt.................. -- -- -- -- (14,250)
Reduction of accounts payable--discontinued
operations................................... (192,237) -- (431,441) (286,330) (26,177)
Provision for store closure.................... 143,000 -- 8,307 (8,107) --
Depreciation and amortization.................. 312,146 29,663 337,070 252,992 212,330
(Gain) loss on marketable securities........... 146,963 -- 182,643 150,471 (12,458)
Other, net..................................... 25,307 -- (13,201) 66,022 (12,079)
Changes in operating assets and liabilities:
(Increase) decrease in:
Merchandise inventories...................... (122,259) 201,735 (197,665) (330,066) (194,329)
Other assets................................. 382,853 6,356 (40,870) (34,003) (69,466)
Increase (decrease) in:
Accounts payable and accrued liabilities..... 39,716 (435,030) 99,834 515,607 506,254
Other liabilities............................ 29,509 2,030 24,620 (90,320) 35,363
------------ ----------- ------------- ----------- -----------
Net cash provided by (used in) operating
activities................................... (58,944) (410,030) 128,516 (113,852) 316,692
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and
equipment...................................... (56,445) -- (165,137) (11,445) (475,185)
Cash balances of businesses acquired............. 367,313 -- -- -- --
Proceeds from sale of investments................ 155,283 -- 156,374 150,058 50,564
Purchase of investments.......................... (223,909) -- -- -- --
------------ ----------- ------------- ----------- -----------
Net cash (used in) provided by investing
activities................................... 242,242 -- (8,763) 138,613 (424,621)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs.......................... -- -- -- -- (211,542)
Proceeds from the issuance of preferred stock.... -- -- -- -- 225,000
Proceeds from issuance of common stock........... 1,236,381 -- 282,500 156,625 --
Proceeds from issuance of notes payable.......... 446,453 -- 100,000 100,000 --
Payment on notes payable......................... (1,296,407) (18,008) (346,219) (313,791) (185,108)
------------ ----------- ------------- ----------- -----------
Net cash provided by (used in) financing
activities................................... 406,427 (18,008) 36,281 (57,166) (171,650)
------------ ----------- ------------- ----------- -----------
INCREASE (DECREASE) IN CASH........................ 589,725 (428,038) 156,034 (32,405) (279,579)
CASH AND CASH EQUIVALENTS, beginning of period..... 9,477 599,202 171,164 171,164 327,198
------------ ----------- ------------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period........... $ 599,202 $ 171,164 $ 327,198 $ 138,759 $ 47,619
------------ ----------- ------------- ----------- -----------
------------ ----------- ------------- ----------- -----------
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Cash paid for interest........................... $ 135,319 $ 11,899 $ 102,134 $ 98,807 $ 86,073
------------ ----------- ------------- ----------- -----------
------------ ----------- ------------- ----------- -----------
Purchase of Impostors and Mirage with common
stock.......................................... $ 650,000 $ -- $ -- $ -- $ --
------------ ----------- ------------- ----------- -----------
------------ ----------- ------------- ----------- -----------
Conversion of liabilities to equity securities... $ 149,000 $ -- $ 184,700 $ -- $ --
------------ ----------- ------------- ----------- -----------
------------ ----------- ------------- ----------- -----------
</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-6
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF OPERATIONS--Premier Concepts, Inc. (the Company) was incorporated
in the state of Colorado in 1988. During 1993, the Company acquired certain real
estate located in a limited stakes gaming city in Colorado, which were exchanged
during 1993 for common stock of Global Casinos, Inc. (Global), a company which
had two common directors. As further discussed in Note 2, during 1994, the
Company purchased out of bankruptcy certain assets and liabilities of American
Fashion Jewels, Inc. (Impostors) and, in a separate transaction, Mirage
Concepts, Inc. (Mirage), both of which are retail chains of reproduction jewelry
stores. As of October 27, 1996, the Company operated 27 retail stores with a
geographic concentration of stores in California, including one store in San
Francisco, California that accounted for 17% of total revenues during the fiscal
year ended January 28, 1996.

FISCAL YEAR--The Company was on a calendar year through December 31, 1994.
The Company changed its fiscal year to a 52/53-week period ending on the last
Sunday in January effective for periods ending after December 31, 1994. The
period ended January 29, 1995 had 29 days of activity. Fiscal year ended January
28, 1996 contained 364 days of activity.

INVENTORIES--Inventories consist primarily of merchandise which is held for
resale. Inventories are stated at the lower of cost or market, as calculated
using the average-cost method.

PROPERTY AND EQUIPMENT--Property and equipment is stated at cost.
Depreciation is computed over the estimated useful lives of the assets using the
straight-line method generally over a 5 to 10-year period. Leasehold
improvements are amortized on the straight-line method over the lesser of the
lease term of the useful life. Expenditures for ordinary maintenance and repairs
are charged to expense as incurred. Upon retirement or disposal of assets, the
cost of accumulated depreciation are eliminated from the account and any gain or
loss is reflected in the statement of operations.

TRADEMARKS--A portion of the Impostors purchase price was allocated to
trademarks (see Note 2). This cost is being amortized over 10 years. The Company
evaluates the recoverability of this intangible based on projected, undiscounted
future cash flows exclusive of interest. During the year ended January 28, 1996,
the Company determined that it was remote that a payable of $60,000 to a
consultant, that was capitalized as part of the trademark acquired from
Impostors, would ever be paid. Accordingly, trademarks were reduced to reflect
the reduction in the payable.

DEFERRED RENT--Many of the Company's store leases contain predetermined
fixed escalations of the minimum rentals during the initial term. For these
leases, the Company recognizes the related rental expense on a straight-line
basis and records the difference as deferred rent.

MARKETABLE SECURITIES--Trading securities, all of which are equity
investments, are carried at market value at the balance sheet date. All of the
marketable securities at January 28, 1996 are common stock of Global. Realized
gain (loss) on marketable securities is determined based on specific
identification of securities sold.

The change in the net unrealized holding loss for the year ended December
31, 1994, for the month ended January 29, 1995, and for the year ended January
28, 1996, was $53,164, $155, and $20,243, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS--The estimated fair values for financial
instruments are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision. The carrying amounts of marketable securities, accounts

F-7
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
payable, and accrued liabilities approximate fair value. The fair value of
certain notes payable is less than their carrying value as generally their
interest rates are lower than the Company's current effective annual borrowing
rate, however, the difference is not considered significant.

CASH EQUIVALENTS--For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.

NET INCOME (LOSS) PER COMMON SHARE--Net income (loss) per common share is
calculated based upon the weighted average number of common shares outstanding
during the periods presented. Dividends, including those accrued but not yet
paid on preferred stock is deducted to arrive at net income (loss) available to
the common shareholders. Convertible preferred stock, stock options, and
warrants have not been included in the calculation of net income (loss) per
share for the year ended December 31, 1994, for the one month ended January 29,
1995, and for the nine months ended October 29, 1995 and October 27, 1996, as
the results are antidilutive. Dilutive options have been included in the
calculation of net income per common share for the fiscal year ended January 28,
1996.

LICENSE AGREEMENTS--The Company grants license agreements to entities for
the use of the Impostor's name. License fees are recognized as income on a
straight-line basis over the term of the agreement.

INCOME TAXES--The Company accounts for income taxes under SFAS No. 109 which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined, based on the difference between the financial
statements and tax bases of asset and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

USE OF ESTIMATES--The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts reported in
these financial statements and accompanying notes. Actual results could differ
from those estimates.

IMPAIRMENT OF LONG-LIVED ASSETS--Effective January 29, 1996, the Company
adopted Financial Accounting Standards Board Statement 121 (FAS 121). In the
event that facts and circumstances indicate that the cost of assets or other
assets may be impaired, an evaluation of recoverability would be performed. If
an evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's carrying amount to
determined if a write-down to market value or discounted cash flow value is
required. Adoption of FAS 121 had no effect on the unaudited October 27, 1996
financial statements.

PROVISION FOR STORE CLOSURES AND WRITE-DOWN PRODUCTIVE ASSETS--The Company
accrues costs associated with store closures that are incremental to other costs
incurred prior to commitment date as a direct result of the exit plan. The
Company also accrues any amounts to be incurred under contractual obligations
that existed prior to the commitment date and will continue after the exit plan
is completed with no economic benefit. Prior to the adoption of FAS 121 on
January 29, 1996, the Company also wrote-down productive assets to their net
realizable value when it was determined the productive assets were permanently
impaired. During the year ended December 31, 1994, the Company accrued a
provision for store closures of $143,000 based upon the above described
accounting policies.

F-8
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
STOCK BASED COMPENSATION--In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123). The new statement is effective for fiscal years
beginning after December 15, 1995. FAS 123 encourages, but does not require,
companies to recognize compensation expense for grants of stock, stock options,
and other equity instruments to employees based on fair value. Companies that do
not adopt the fair value accounting rules must disclose the impact of adopting
the new method in the notes to the financial statements. Transactions in equity
instruments with non-employees for goods or services must be accounted for on
the fair value method. The Company has elected not to adopt the fair value
accounting prescribed by FAS 123 for employees, and will be subject only to the
disclosure requirements prescribed by FAS 123.

LIQUIDITY--At January 28, 1996, the Company had working capital of $683,172
and a stockholders' equity of $1,042,204. The Company incurred an operating loss
(before interest expense and other income) of $37,298 for the year ended January
28, 1996. For the nine months ended October 27, 1996, the Company incurred an
operating loss of $138,297 which is less than the comparable loss of $417,264
for the nine months ended October 29, 1995. The Company does experience seasonal
sales and the Company's net income for 1996 is substantially composed of income
from extinguishment and reversal of prior payables related to a predecessor
business (see Note 2). Imposters emerged from bankruptcy in February 1994, and
the Company has experienced liquidity difficulties in the past.

As shown in the Company's financial statements, the Company's sales have
increased during the fiscal year ended January 28, 1996, which has also resulted
in improved financial performance. As discussed further in Note 6, the Company
obtained additional capital through private placements of common stock during
fiscal 1996, and preferred stock and warrants in June 1996, and is undertaking a
proposed public offering of common stock and warrants.

UNAUDITED INFORMATION--The balance sheet as of October 27, 1996 and the
statements of operations for the nine-month periods ended October 29, 1995 and
October 27, 1996 were taken from the Company's books and records without audit.
However, in the opinion of management, such information includes all adjustments
(consisting only of normal accruals), which are necessary to properly reflect
the financial position of the Company as of October 27, 1996 and the results of
operations for the nine months ended October 29, 1995 and October 27, 1996.

2. ACQUISITIONS AND DISPOSITIONS:

In 1993, the Company exchanged its ownership in certain real estate and a
note receivable for 2,500,000 and 200,000 shares of common stock, respectively,
in Global, of which 2,409,700 shares of Global's common stock were distributed
to stockholders' of the Company during 1993. The remaining 290,300 shares were
held by the Company, which represents less than 5% of Global's outstanding
common stock. After distributing the Global common stock to the Company's
stockholders, there remained substantial liabilities to uncollateralized
creditors related to prior activities of the Company. As of January 28, 1996 and
October 27, 1996, the Company had accounts payable of $80,884 and $45,865,
respectively, that related to the prior activities of the Company. Certain of
these creditors have filed claims against the Company demanding payment. The
Company has negotiated settlements with certain creditors, which has resulted in
income before income tax expense, totaling approximately $192,000 and $209,000
during the years ended December 31, 1994 and January 28, 1996, respectively. The
Company also recorded approximately $222,000 of income during the year ended
January 28, 1996, as a result of the reduction in

F-9
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

2. ACQUISITIONS AND DISPOSITIONS: (CONTINUED)
recorded amounts of accounts payable based upon management's estimates of
amounts which may ultimately be paid, but the Company has not received formal
releases from payment from the creditors. Accordingly, these amounts were
recorded as income from discontinued operations, net of income tax expense.

RETAIL JEWELRY STORES--During 1994, the Company acquired substantially all
of the assets and liabilities of Impostors, a retail jewelry chain from a
corporation which had filed for protection under the United States Bankruptcy
Court. The retail jewelry chain was comprised of 27 retail jewelry stores,
operating under the trademark "Impostors." One store was closed in 1994 and five
stores were closed during the year ended January 28, 1996. In an affiliated
bankruptcy proceeding, the Company acquired certain additional commercial leases
utilized in connection with the operation of the retail business. In connection
with this transaction, the Company issued 137,500 shares of its common stock,
which was valued by the bankruptcy court at $695,000. The Company also assumed
liabilities of approximately $3,147,000, and acquired assets of approximately
$3,697,000, including trademarks and tradename valued at $204,000. For financial
statement purposes, this transaction has been treated as a purchase by the
Company of Impostors.

Also during 1994, the Company acquired Mirage, which, at the time of
acquisition, owned and operated three retail costume jewelry stores. The Company
and Mirage had a common officer and a common stockholder prior to the
acquisition date. The Company issued 20,000 shares of common stock valued at
$100,000 for the acquisition of Mirage. The Company also assumed liabilities of
approximately $76,000, and acquired assets of approximately $176,000. For
financial statement purposes, this transaction has been treated as a purchase by
the Company of Mirage.

The accompanying statement of operations includes Impostors and Mirage since
March 1, 1994, the date of acquisition.

3. PROPERTY AND EQUIPMENT:

At January 28, 1996, property and equipment consists of the following:

<TABLE>
<S> <C>
Furniture, fixtures and equipment............................... $ 717,869
Leasehold improvements.......................................... 845,015
---------
1,562,884
Less accumulated depreciation................................... 585,157
---------
$ 977,727
---------
---------
</TABLE>

The Company has incurred approximately $475,000 in capital expenditures
subsequent to January 28, 1996 consisting of expenditures on a new store and the
remodeling of several other stores and the corporate office.

Depreciation expense for the year ended December 31, 1994, one month ended
January 29, 1995, and for the year ended January 28, 1996 was $295,146, $27,963,
and $316,670, respectively.

F-10
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

4. NOTES PAYABLE AND LONG-TERM DEBT:

Notes payable and long-term debt consist of the following:

<TABLE>
<CAPTION>
JANUARY 28, OCTOBER 27,
1996 1996
------------ -----------
<S> <C> <C>
RELATED PARTIES

Note payable to a stockholder, payable in monthly installments of $5,000 plus accrued
interest at 18%, collateralized by marketable securities, paid during the nine months
ended October 27, 1996............................................................... $ 30,959 $ --
Note payable to a stockholder, at 12% principal and interest due December 31, 1996. The
Company has been in discussions with the noteholder to extend the maturity date of
the note............................................................................. 39,000 35,500
Notes and advances payable to stockholders of the Company, payable on demand,
non-interest bearing................................................................. 28,920 28,920
Other.................................................................................. -- 10,000
------------ -----------
Total related parties--all current................................................... $ 98,879 $ 74,420
------------ -----------
------------ -----------

OTHER

Note payable to a bank, interest payable monthly at 10%, principal payable in February
1998, collateralized by cash and inventory........................................... $ 635,000 $ 635,000
Note payable to a entity, interest payable monthly at 12%, principal payable in January
1996. Management has been in discussions with the noteholder to pay off the note with
part of the proceeds from a proposed public offering................................. 100,000 100,000
Payable to a vendor and creditor of Impostors from bankruptcy settlement (less
unamortized discount of $8,743 as of January 28, 1996), payable by adding 10% to the
cost of current purchases. Discounted at 7.7% assumed interest rate, collateralized
by receivables, inventory, property and equipment (see Note 5)....................... 87,591 48,956
Notes payable to creditors of Impostors from bankruptcy settlement, payable in monthly
installments plus accrued interest at 6% to 8%, over variable terms through December
1999. A note totaling $35,000 is guaranteed by former stockholders of the Company.... 197,724 119,910
Notes payable to an entity, payable in monthly installments of $10,000 plus accrued
interest at 12%. As of October 27, 1996, the Company is in arrears on $50,000 of
principal payments. The Company has been in discussions with the noteholder to pay
off part of the note with the proceeds of the offering............................... 100,000 60,000
Other.................................................................................. 18,451 --
------------ -----------
1,138,766 963,866
Less current portion................................................................... (378,902) (272,762)
------------ -----------
$ 759,864 $ 691,104
------------ -----------
------------ -----------
</TABLE>

F-11
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

4. NOTES PAYABLE AND LONG-TERM DEBT: (CONTINUED)
Principal payments on the above obligations at January 28, 1996 are due as
follows:

<TABLE>
<CAPTION>
RELATED
PARTIES OTHER
--------- ------------
<S> <C> <C>
1997........................................................................... $ 98,878 $ 378,904
1998........................................................................... -- 725,326
1999........................................................................... -- 26,787
2000........................................................................... -- 7,749
--------- ------------
$ 98,878 $ 1,138,766
--------- ------------
--------- ------------
</TABLE>

On December 27, 1996, the Company completed the sale of $1,120,000 in
Convertible Notes and 200,000 Class B Warrants, realizing net proceeds of
$1,041,600. From the net proceeds, the Company utilized $624,325 to redeem an
aggregate of 189,023 shares of Common Stock and 32,500 Class C Warrants from
certain former securityholders. The Convertible Notes bear interest at the rate
of 12% per annum, payable quarterly and are convertible into shares of Common
Stock commencing April 1, 1997, at the option of the holder, at a conversion
value of $2.80 per share. However, if (i) the Company fails to complete a public
offering of its securities by June 30, 1997 or (ii) the principal balance of the
Convertible notes is not retired by the Company by their maturity date, the
conversion value is reduced to $1.00 per share. The Company has agreed to retire
the Convertible Notes from the proceeds of a proposed public offering. Unless
earlier converted or retired, the Convertible Notes mature and become due and
payable on December 26, 1999. The obligation of the Company to repay the
Convertible Notes is collateralized by a subordinated security agreement
covering all of the Company's tangible and intangible assets.

5. COMMITMENTS AND CONTINGENCIES:

LEASE COMMITMENTS--The Company leases its offices and retail facilities
under operating leases for terms expiring at various dates from 1996 to 2007.
Subsequent to January 28, 1996, the Company entered into twelve new retail
facility operating leases. The corporate office lease has been guaranteed by
certain directors of the Company. The aggregate minimum annual lease payments
under leases are as follows:

<TABLE>
<CAPTION>
NEW OPERATING
LEASES FROM
OPERATING JANUARY 29,
LEASES AS OF 1996
JANUARY 28, TO DECEMBER 20,
1996 1996 TOTAL
------------ --------------- -------------
<S> <C> <C> <C>
1997..................................................... $ 1,487,312 $ 183,761 $ 1,671,073
1998..................................................... 1,385,860 579,942 1,965,802
1999..................................................... 1,190,250 595,620 1,785,870
2000..................................................... 1,056,871 619,702 1,676,573
Thereafter............................................... 1,767,854 4,115,247 5,883,101
------------ --------------- -------------
Total minimum lease payments............................. $ 6,888,147 $ 6,094,272 $ 12,982,419
------------ --------------- -------------
------------ --------------- -------------
</TABLE>

Most leases also provide for payment of operating expenses, real estate
taxes and in some cases for additional rent based on a percentage of sales.
Rental expense was $1,739,802, $174,592, and $1,977,718

F-12
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

5. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
for the fiscal year ended December 31, 1994, for the one month ended January 29,
1995, and for the year ended January 28, 1996, respectively.

LITIGATION SETTLEMENT--The Company entered into a commitment to guarantee
the value of 55,000 shares of Global stock and 2,750 shares of the Company's
common stock related to a settlement with a former creditor. Under the terms of
the agreement, the Company agreed to buy back or guarantee that the total
"asking" price of the combined common shares would equal $200,000 at March 1,
1995. In fiscal 1996, the Company settled with the former creditor for the
issuance of an additional 46,792 shares of the Company's stock, valued at
$171,625.

PAYABLE TO VENDOR--The Company has agreed to purchase a minimum of $500,000
of merchandise annually from the vendor through 1997 or until Imposters'
liability to the vendor prior to Imposter's bankruptcy (totaling approximately
$49,000) has been paid in full. Payment for merchandise purchased will be paid
at 110% of the cost, with the additional 10% to be applied against the
outstanding balance of the vendor's claim until paid in full (see Note 4).

6. STOCKHOLDERS EQUITY:

STOCK REDEMPTION--During December 1996, the Company redeemed from certain
securityholders, 189,023 shares of its common stock and 32,500 of its Class C
warrants for $624,325.

PREFERRED STOCK--The Board of Directors has authority to divide the class of
the preferred stock into series and to fix and determine the relative rights and
preferences of the shares of any such series as permitted by the Company's
articles of incorporation at the time of designation.

During June 1996, the Company sold 208,355 units at $1.20 per unit in a
private offering. Each unit includes two shares of Series A Convertible
Preferred Stock and one warrant. Five warrants currently entitle the holder to
purchase one share of common stock at $5 per share and are exercisable through
June 1998. Each share of Series A Preferred Stock is entitled to $.051 per annum
cumulative dividends and is convertible commencing in June 1997 at a rate of
five shares of preferred stock for one share of common stock. If the Company
completes a public offering of common stock, the preferred shares will
automatically convert into 102,041 shares of common stock and five warrants will
automatically be exchanged for two warrants offered in the proposed public
offering.

COMMON SHARES--During 1994, the Company declared a 1 for 4 reverse stock
split and changed the par value from $.0001 to $.0004 per share. In December
1996, the Company's shareholders also approved a 1 for 5 reverse stock split and
a change in the par value from $.0004 to $.002 per share. Accordingly, all
common stock reflected in the accompanying financial statements and notes
reflect these reverse splits.

During 1994, the Company sold, in a private placement, 92,750 units for
$10.00 per unit. Each unit consisted of two shares of common stock and a warrant
for the purchase one share of common stock at a purchase price of $10.00 per
share, exercisable through December 31, 1995. Proceeds of $894,281 were net of
$33,219 expenses of the offering. The Company has extended the term of the
warrants to December 31, 1997. As discussed above, the Company redeemed warrants
for the purchase of 32,500 shares of common stock for $10,000.

During 1994, the Company completed a rights offering of 50,000 shares of the
Company's common stock at $18.00 per share and the right to a distribution of
1,000,000 shares of Global stock from the

F-13
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

6. STOCKHOLDERS EQUITY: (CONTINUED)
Company, which was part of a distribution of Global stock to all of the
Company's stockholders (see Note 2). During 1994, the 16,285 remaining shares
and 33,715 shares of this offering were sold. Proceeds of $881,378 were net of
$18,622 expenses of the offering.

During 1995, the Company sold in a private placement, 234,000 shares of
common stock at $1.25 per share. Also, during 1995, the Company issued 53,792
shares of common stock in settlement of liabilities and guarantees of
liabilities and 27,000 shares of common stock in payment for services, including
2,400 issued to an officer and director, and 2,600 issued to a director. The
Company has agreed to register 102,041 shares, under the Securities Act of 1933.

OPTIONS--The Company has an Incentive Stock Option Plan (Plan) which
provides for the grant of options to purchase up to 230,000 shares of the
Company's common stock to officers and employees of the Company. Options are
granted at a price equal to the market value at the date of grant. Options were
granted in 1994 to an officer/director on 40,000 shares at an exercise price of
$5; in fiscal 1996, the exercise price was reduced to $1.875 per share, and the
term was extended to December 31, 2001. An additional 13,000 incentive stock
options were granted to other employees in fiscal 1997 at $1.875 per share,
which expire in February 15, 2003. All of these options are currently vested.

In March 1996, the Company granted incentive stock options for 80,000 shares
to employees, at an exercise price of $2.50, which expire in 2001. Subsequent to
October 27, 1996, 20,000 of these options were canceled due to termination of an
employee. Of the remaining stock options for 60,000 shares of common stock,
30,000 of these incentive stock options have vested immediately and 15,000 vest
on each of the first and second anniversary dates.

In April 1996, the Company adopted an non-qualified option plan (Director
Plan) for outside directors. Each outside director is to be granted stock
options for each full year of service for the purchase of 5,000 shares of common
stock at a price equal to 100% of the fair market value of the Company's common
stock at the date of grant. During 1995, the Company issued options on a total
of 25,000 shares to directors of the Company under the Director Plan and options
for 12,000 shares to directors in return for guaranteeing the Company's
corporate office lease, at an exercise price of $2.50 and which expire in 2001.

EMPLOYEE STOCK PURCHASE PLAN--During June 12, 1995, the Company adopted a
qualified Employee Stock Purchase Plan (ESPP). The Company has been authorized
through the ESPP to offer up to 20,000 shares per year over a three-year term,
or a total of 60,000 shares, to the Company's employees. The ESPP includes
certain restrictions which preclude participation by part-time employees and
employees owning 5% or more of the Company's common stock. The purchase price
for the shares may not be less than 85% of the market value of the stock on
either the enrollment date or the exercise date as those terms are defined in
the ESPP. No shares of common stock have been issued under the ESPP and there
have been no subscriptions of employees to participate in the plan.

F-14
<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

7. INCOME TAXES:

The Company's actual effective tax rate differs from U.S. Federal corporate
income tax rate of 34% as follows for the fiscal year ended January 28, 1996.

<TABLE>
<S> <C>
Statutory rate................................................... 34%
Effect of graduated rate......................................... (4.6)%
State income taxes, net of Federal income tax benefit............ 3.3%
Reduction in valuation allowance due to usage of net operating
loss carryforwards and change in temporary differences......... (32.7)%
-----------
$ -0-%
-----------
-----------
</TABLE>

The components of the net deferred tax asset recognized as of January 28,
1996 are as follows:

<TABLE>
<S> <C>
Current deferred tax assets (liabilities):
Unrealized loss on investments................................. $ 56,000
Accrued expenses not currently deductible for tax.............. 35,000
Other, net..................................................... (2,000)
Valuation allowance............................................ (89,000)
---------
Net current deferred tax asset............................... $ --
---------
---------
Long-term deferred tax assets (liabilities):
Net operating loss carryforwards............................... $ 231,000
Other, net..................................................... 5,000
Valuation allowance............................................ (236,000)
---------
Net long-term deferred tax asset............................. $ --
---------
---------
</TABLE>

The valuation allowance was $546,000 at December 31, 1994, increased by
$73,000 in the one month ended January 29, 1995, and decreased by $302,000 for
the year ended January 28, 1996.

At January 28, 1996, the Company had net operating loss carryforwards for
Federal tax purposes of approximately $680,000. The estimated NOL carryforward
has been reduced by approximately $400,000 as a result of changes in ownership
and a change in line of business which occurred in 1994 and prior years. The
loss carryforwards, unless utilized, will expire from 2009 through 2010.

F-15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND IF, GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK AND WARRANTS OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK
OR WARRANTS BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 2
The Company.................................... 6
Risk Factors................................... 7
Use of Proceeds................................ 16
Dilution....................................... 18
Capitalization................................. 19
Dividends...................................... 20
Certain Market Information..................... 21
Selected Financial Data and Statistical Data... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 24
Business....................................... 32
Management..................................... 39
Certain Transactions........................... 45
Securities Ownership of Management and
Principal Shareholders....................... 48
Description of Securities...................... 51
Underwriting................................... 55
Legal Matters.................................. 57
Experts........................................ 57
Available Information.......................... 57
Financial Statements........................... F-1
</TABLE>

1,100,000 SHARES OF COMMON STOCK

1,100,000 CLASS A COMMON STOCK
PURCHASE WARRANTS

PREMIER CONCEPTS, INC.

---------------------

PROSPECTUS

---------------------

COHIG & ASSOCIATES, INC.

, 1997

THE OFFERING

<TABLE>
<S> <C>
Securities offered by the Selling
Shareholders.................... 102,041 shares of Common Stock, $.002 par value and
483,334 Warrants. See "Description Of Securities."

Offering price.................... Prevailing market price

Common stock outstanding:......... 1,659,916 shares(1)(2)(3)

Proposed NASDAQ symbols:

Common Stock.................... "FAUX"
Warrants........................ "FAUXW"
</TABLE>

RISK FACTORS

An investment in the Shares involves certain risks. Prospective investors
should carefully consider the factors set forth under "RISK FACTORS."

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares
offered by Selling Shareholders.

- ------------------------

3
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
NINE MONTHS ENDED
PERIOD ENDED YEAR ENDED --------------------------
JANUARY 29, JANUARY 28, OCTOBER 29, OCTOBER 27,
1995 (1) 1996 1995 1996
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenues........................................... $ 8,335,790 $ 9,069,840 $ 6,231,250 $ 6,287,910
Operating (loss)......................................... (886,667) (37,298) (417,264) (138,297)
Income from discontinued operations...................... 141,237 270,441 177,830 16,177
Net income (loss)........................................ (1,038,726) 114,219 (350,118) (108,496)
Net income (loss) available to common shareholders....... (1,038,726) 114,219 (350,118) (116,496)
Net income (loss) per common share....................... (2.93) .23 (.77) (.15)
Weighted average number of common shares outstanding
(2).................................................... 354,600 495,800 454,851 748,939

STATISTICAL DATA:
Store revenues........................................... $ 8,178,054 $ 8,957,344 $ 6,188,869 $ 6,263,960
Store gross margin....................................... 5,509,955 6,337,334 4,271,714 4,436,239
Store operating expenses................................. 4,850,747 4,906,077 3,597,412 3,567,700
Store operating profit................................... 659,237 1,431,257 674,302 868,538
Corporate overhead operating expenses.................... 1,430,884 1,518,416 1,069,974 971,923
Gross margin percentage.................................. 66.4% 70.3% 68.7% 70.6%
Comparable same store sales (2).......................... 7,448,884 8,186,449 5,605,465 5,794,447
Comparable same store sales growth (2)................... N/A 9.9% N/A 3.4%
Comparable same store sales per square foot (2).......... 520.68 572.24 391.83 405.04
</TABLE>

<TABLE>
<CAPTION>
AS OF OCTOBER 27, 1996
------------------------------------------
ACTUAL PROFORMA(3) AS ADJUSTED(4)
------------ ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets........................................................ $ 3,469,379 $ 3,965,054 $ 6,105,054
Total liabilities................................................... 2,310,671 3,430,671 2,060,671
Working capital..................................................... 279,803 697,078 2,837,078
Stockholders' equity................................................ 1,158,708 534,383 4,044,383
</TABLE>

- ------------------------

4
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]
represents thirteen (13) months of combined operations but only eleven (11)
months of operations of Impostors. This combined period is referred to as
"the period ended January 29, 1995."

(4) Adjusted to reflect net proceeds from the sale by the Company in a
concurrent offering of 1,100,000 shares of Common Stock and 1,100,000
Warrants and the utilization of $1,370,000 of the net proceeds therefrom to
retire the Convertible Notes and other liabilities in the amount of
$250,000. See "Use of Proceeds." The "As Adjusted" information does not
include the exercise of the Warrants, the Underwriters' Over-Allotment
Options or the options to acquire the Representative's Securities. See "Use
Of Proceeds," "Capitalization" and "Underwriting."

5
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

This Prospectus relates to the resale to the public of 102,041 shares of
Common Stock and 483,334 Warrants by the Selling Shareholders set forth below.
The following table sets forth certain information with respect to persons for
whom the Company is registering the Common Stock for resale to the public. The
Company will not receive any of the proceeds from the sale of the Common Stock
by the Selling Shareholders. Beneficial ownership of the Common Stock by such
Selling Shareholders after this offering will depend on the number of shares
sold by each Selling Shareholder. None of the Selling Shareholders have had any
material relationship within the past three years with the Company, or any of
its predecessors or affiliates, except as specifically noted.

<TABLE>
<CAPTION>
OFFERING SHARES
BENEFICIALLY OWNED CLASS A SHARES
AS OF OFFERING SHARES WARRANTS BENEFICIALLY OWNED
DATE OFFERED OFFERED AFTER OFFERING
NAME AND ADDRESS ------------------ ------- -------- -------------------
OF BENEFICIAL OWNER NUMBER PERCENT(1) NUMBER NUMBER NUMBER PERCENT(1)
- ----------------------------------------------------------------- ------ ---------- ------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Caribou Bridge Fund, L.L.C.(2) .................................. 33,113 5.8% 20,409 20,408 2,500 nil
5350 S. Roslyn Street, #380
Englewood, CO 80111
Corporate Communications(3) ..................................... 23,418 4.1% 15,612 15,612 -0- -0-
Network, Inc.
36 Tacoma Circle
Littleton, CO 80127
AMC Consumer(4) ................................................. 61,224 10.5% 40,816 40,816 -0- -0-
One Main Street, Suite 312
Eatontown, NJ 07724
Ralph H. Grills, Jr.(5) ......................................... 15,306 2.7% 10,204 10,204 -0- -0-
4155 East Jewell Ave., #1115
Denver, CO 80222
Rickey Chow(6) .................................................. 7,500 1.3% 5,000 5,000 -0- -0-
2135 E. California Street
San Marino, CA 91108
J.D. Bilberg Trust(6) ........................................... 7,500 1.3% 5,000 5,000 -0- -0-
Century City Trust Company, Ltd.
19800 MacArthur Blvd., #1450
Irvine, CA 92612
John Shaffer(6) ................................................. 7,500 1.3% 5,000 5,000 -0- -0-
7803 E. Lewis Street
Scottsdale, AZ 85257
Lee Schlessman(7) ............................................... 35,714 6.0% -0- 71,428 -0- -0-
1301 Pennsylvania St., #800
Denver, CO 80203
Estate of Fannabelle Z. Robineau, ............................... 17,856 3.1% -0- 35,712 -0- -0-
Acct. #30160855(7)
Larry C. Serr, Personal Rep.
12265 W. Bayaud Ave., #240
Lakewood, CO 80228
Estate of Fannabelle Z. Robineau, ............................... 8,929 1.6% -0- 17,858 -0- -0-
Acct. #30160860(7)
Larry C. Serr, Personal Rep.
12265 W. Bayaud Ave., #240
Lakewood, CO 80228
Cal Rickel & Amanda Mae Rickel, ................................. 8,929 1.6% -0- 17,858 -0- -0-
JTWROS(7)
P.O. Box 1076
Cortez, CO 81321
Gary Schlessman(7) .............................................. 8,929 1.6% -0- 17,858 -0- -0-
Lee Schlessman, POA
1301 Pennsylvania St., #800
Denver, CO 80203
</TABLE>

48
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]
<TABLE>
<CAPTION>
OFFERING SHARES
BENEFICIALLY OWNED CLASS A SHARES
AS OF OFFERING SHARES WARRANTS BENEFICIALLY OWNED
DATE OFFERED OFFERED AFTER OFFERING
NAME AND ADDRESS ------------------ ------- -------- -------------------
OF BENEFICIAL OWNER NUMBER PERCENT(1) NUMBER NUMBER NUMBER PERCENT(1)
- ----------------------------------------------------------------- ------ ---------- ------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Gary Schlessman Irrevocable Trust ............................... 8,929 1.6% -0- 17,858 -0- -0-
Dtd. 4/5/94(7)
Gerald D. Marrs, TTEE
1301 Pennsylvania St., #800
Denver, CO 80203
Susan Duncan(7) ................................................. 8,929 1.6% -0- 17,858 -0- -0-
2651 S. Wadsworth Circle
Lakewood, CO 80227
Susan M. Duncan, TTEE(7) ........................................ 8,929 1.6% -0- 17,858 -0- -0-
FBD Susan M. Duncan
Irrevocable Gift Trust Dtd. 12/28/73
2651 S. Wadsworth Circle
Lakewood, CO 80227
Sandra Garnett(7) ............................................... 8,929 1.6% -0- 17,858 -0- -0-
Les Schlessman, POA
1301 Pennsylvania St., #800
Denver, CO 80203
Cheryl Bennett(7) ............................................... 8,929 1.6% -0- 17,858 -0- -0-
Less Schlessman, POA
1301 Pennsylvania St., #800
Denver, CO 80203
Frederick A. Esgar & Jayne S. ................................... 5,000 0.9% -0- 10,000 -0- -0-
Esgar, JTWROS(7)
S. Jayne Esgar
P.O. Box 215
Wiley, CO 81092
Cord Investment Company(7) ...................................... 16,428 2.9% -0- 32,856 -0- -0-
Attn: Marvin Pepper
1660 S. Albion St., Suite 412
Denver, CO 80222
Gary C. Batz(7) ................................................. 53,570 8.7% -0- 107,140 -0- -0-
c/o Fike Corporation
704 S. 10th Street
Blue Springs, FL 64015
</TABLE>

- --------------------------

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this Prospectus, or
within 60 days of such date, are treated as outstanding when determining the
percent of the class owned by such individual and when determining the
percent owned by the group.

(2) Includes Class B Warrants exercisable to purchase 10,204 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
registration statement of which this Prospectus forms a part.

(3) Includes Class B Warrants exercisable to purchase 20,408 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
registration statement of which this Prospectus forms a part.

(4) Includes Class B Warrants exercisable to purchase 20,408 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
registration statement of which this Prospectus forms a part.

(5) Includes Class B Warrants exercisable to purchase 5,102 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
Registration Statement of which this Prospectus forms a part.

(6) Includes Class B Warrants exercisable to purchase 2,500 shares of Common
Stock at an exercise price of $5.00 per share. Each B Warrant will
automatically be exchanged for two Warrants upon the effective date of the
Registration Statement of which this Prospectus forms a part.

49
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

(7) Consists entirely of Class B Warrants purchased as part of the Bridge Note
Financing. Each Class B Warrant will automatically be exchanged for two
Warrants upon the effective date of the Registration Statement of which this
Prospectus forms a part.

The Selling Shareholders have agreed that they will not sell any of the
shares of Common Stock for a period of six months from the date of this
Prospectus without the consent of the Representative. Subject to this
restriction, the Selling Shareholders have advised the Company that sales of the
shares of Common Stock may be effected from time to time in transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through the writing of options on the Common Stock or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Common Stock
directly to purchasers or through broker-dealers that may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of shares of Common Stock for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

The Selling Shareholders and any broker-dealers that act in connection with
the sale of the shares of Common Stock as principals may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of the shares of
Common Stock as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act. The Company will not
receive any proceeds from the sales of shares of Common Stock by the Selling
Shareholders. Sales of the shares of Common Stock by the Selling Shareholders,
or even the potential of such sales, would likely have an adverse effect on the
market price of the Common Stock.

The shares of Common Stock are offered by the Selling Shareholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. The
Company has agreed to pay all expenses incurred in connection with the
registration of the shares offered by the Selling Shareholders; provided,
however, that the Selling Shareholders shall be exclusively liable to pay any
and all commissions, discounts and other payments to broker-dealers incurred in
connection with their sale of the shares.

CONCURRENT OFFERING

The Registration Statement of which this Prospectus forms a part also covers
1,100,000 Shares of Common Stock and 1,100,000 Warrants being offered by the
Company through the Representative in the offering.

50
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 2
The Company.................................... 6
Risk Factors................................... 7
Use of Proceeds................................ 16
Dilution....................................... 18
Capitalization................................. 19
Dividends...................................... 20
Certain Market Information..................... 21
Selected Financial Data and Statistical Data... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 24
Business....................................... 32
Management..................................... 39
Certain Transactions........................... 45
Selling Shareholders and Plan of
Distribution................................. 48
Concurrent Offering............................ 50
Description of Securities...................... 51
Underwriting................................... 55
Legal Matters.................................. 57
Experts........................................ 57
Available Information.......................... 57
Financial Statement............................ F-1
</TABLE>

102,041 SHARES OF COMMON STOCK

483,334 CLASS A COMMON STOCK
PURCHASE WARRANTS

PREMIER CONCEPTS, INC.

---------------------

PROSPECTUS

---------------------

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:

7-109-101. DEFINITIONS. As used in this article:

(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.

(2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee,
fiduciary, or agent of another domestic or foreign corporation or other
person or of an employee benefit plan. A director is considered to be serving
an employee benefit plan at the corporation's request if his or her duties to
the corporation also impose duties on, or otherwise involve services by, the
director to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

(3) "Expenses" includes counsel fees.

(4) "Liability" means the obligation incurred with respect to a proceeding
to pay a judgment, settlement, penalty, fine, including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses.

(5) "Official capacity" means, when used with respect to a director, the
office of director in a corporation and, when used with respect to a person
other than a director as contemplated in section 7-109-107, the office in a
corporation held by the officer or the employment, fiduciary, or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service for any other
domestic or foreign corporation or other person or employee benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.

(1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was
a director against liability incurred in the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonable believed:

(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and

II-1
<PAGE>
(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe his or her conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (II) of paragraph (b) of subsection (1) of this
section. A director's conduct with respect to an employee benefit plan for a
purpose that the director did not reasonably believe to be in the interests
of the participants in or beneficiaries of the plan shall be deemed not to
satisfy the requirements of paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

(b) In connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in an
official capacity, in which proceeding the director was adjudged liable on
the basis that he or she derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because the person is or was a
director, against reasonable expenses incurred by him or her in connection
with the proceeding.

7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.

(1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition
of the proceeding if:

(a) The director furnishes to the corporation a written affirmation of
the director's good faith belief that he or she has met the standard of
conduct described in section 7-109-102;

(b) The director furnishes to the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it
is ultimately determined that he or she did not meet the standard of conduct;
and

(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this article.

(2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability to make
repayment.

(3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.

7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.

(1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to the
court conducting the proceeding or to another court

II-2
<PAGE>
of competent jurisdiction. On receipt of an application, the court, after
giving any notice the court considers necessary, may order indemnification in
the following manner:

(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the corporation to
pay the director's reasonable expenses incurred to obtain court-ordered
indemnification.

(b) If it determines that the director is fairly and reasonable entitled
to indemnification in view of all the relevant circumstances, whether or not
the director met the standard of conduct set forth in section 7-109-102 (1)
or was adjudged liable in the circumstances described in section 7-109-102
(4), the court may order such indemnification as the court deems proper;
except that the indemnification with respect to any proceeding in which
liability shall have been adjudged in the circumstances described in section
7-109-102 (4) is limited to reasonable expenses incurred in connection with
the proceeding and reasonable expenses incurred to obtain court-ordered
indemnification.

7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.

(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in section
7-109-102. A corporation shall not advance expenses to a director under
section 7-109-104 unless authorized in the specific case after the written
affirmation and undertaking required by section 7-109-104(1)(a) and (1)(b)
are received and the determination required by section 7-109-104(1)-C- has
been made.

(2) The determinations required by subsection (1) of this section shall be
made:

(a) By the board of directors by a majority vote of those present at a
meeting at which a quorum is present, and only those directors not parties to
the proceeding shall be counted in satisfying the quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a committee of
the board of directors designated by the board of directors, which committee
shall consist of two or more directors not parties to the proceeding; except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

(a) By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in paragraph (a) or (b) of
subsection (2) of this section or, if a quorum of the full board cannot be
obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board of directors; or

(b) By the shareholders.

(4) Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that
indemnification or advance of expenses is permissible is made by independent
legal counsel, authorization of indemnification and advance of expenses shall
be made by the body that selected such counsel.

II-3
<PAGE>
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under section
7-109-103, and is entitled to apply for court-ordered indemnification under
section 7-109-105, in each case to the same extent as a director;

(b) A corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as to a
director; and

(c) A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if
not inconsistent with public policy, and if provided for by its bylaws,
general or specific action of its board of directors or shareholders, or
contract.

7-109-108. INSURANCE. A corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of another domestic or foreign corporation or other
person or of an employee benefit plan, against liability asserted against or
incurred by the person in that capacity or arising from his or her status as
a director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board
of directors, whether such insurance company is formed under the laws of this
state or any other jurisdiction of the United States or elsewhere, including
any insurance company in which the corporation has an equity or any other
interest through stock ownership or otherwise.

7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.

(1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the
extent the provision is not inconsistent with sections 7-109-101 to
7-109-108. If the article of incorporation limit indemnification or advance
of expenses, indemnification and advance of expenses are valid only to the
extent not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not
been made a named defendant or respondent in the proceeding.

7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If a
corporation indemnifies or advances expenses to a director under this article
in connection with a proceeding by or in the right of the corporation, the
corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting.
If the next shareholder action is taken without a meeting at the instigation
of the board of directors, such notice shall be given to the shareholders at
or before the time the first shareholder signs a writing consenting to such
action.

* * *

Article XIII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:

Section 1. A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent that

II-4
<PAGE>
such exemption from liability or limitation thereof is not
permitted under the Colorado Corporation Code as the same exists
or may hereafter be amended.

Section 2. Any repeal or modification of the foregoing Section 1 by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.

Article XII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:

Section 2. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS.

(a) All officers and directors of the Corporation shall be
entitled to indemnification to the maximum extent permitted by
law or by public policy.

(b) Any mandate for indemnification, whether by statute or
order of Court, is to be expressly subject to the Corporation's
reasonable capability of paying.

-C- No person will be entitled to be reimbursed for expenses
incurred in connection with a Court proceeding to obtain Court
ordered indemnification unless such person first made reasonable
application to the Corporation and the Corporation either
unreasonably denied such application or through no fault of the
applicant was unable to consider such application within a
reasonable time.

(d) A director who is or was made a party to a proceeding
because he is or was an officer, employee, or agent of the
Corporation is entitled to the same rights as if he were or had
been made a party because he was a director.

(e) To the maximum extent permitted by law or by public policy,
directors of this Corporation are to have no personal liability
for monetary damages for breach of fiduciary duty as a director.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering are to be borne by the Company, are
as follows:

<TABLE>
<S> <C>
SEC Filing Fee.................................................... $ 4,298
NASD Fee.......................................................... 1,747
Printing Expenses................................................. 70,000
Accounting Fees and Expenses...................................... 48,000
Legal Fees and Expenses........................................... 130,000
Blue Sky Fees and Expenses........................................ 20,000
Registrar and Transfer Agent Fee.................................. 5,000
Underwriter's Non-Accountable Expense Allowance................... 132,000
Miscellaneous..................................................... 38,955
---------
Total*.......................................................... $ 450,000
---------
---------
</TABLE>

- ------------------------

* Of this amount, approximately $75,000 has been paid prior to the offering and
the balance is expected to be paid from the proceeds of the offering.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

1. In January, 1994, the Company sold a total of 16,285 shares of Common
Stock to 45 accredited investors for an aggregate consideration of $274,509. The
shares were acquired for investment purposes

II-5
<PAGE>
and were subject to appropriate transfer restrictions. These shares were not
registered under the Act in reliance upon Section 3(b) thereof and Regulation D,
Rule 506 thereunder.

2. In March, 1994, the Company issued 80,000 shares of Common Stock to
eight accredited investors in consideration of $145,000. These shares were
acquired for investment purposes and were subject to appropriate transfer
restrictions. These shares were not registered under the Act in reliance upon
Section 4(2) thereof.

3. In order to finance the acquisition of Impostors, the Company also
undertook a private placement of its securities in March 1994 consisting of
Units comprised of one (1) share of Common Stock and one (1) Class C Common
Stock Purchase Warrant. In connection with the private placement, the Company
sold an aggregate of 185,511 Units at a private offering price of $5.00 per Unit
for a total consideration of $894,281. These shares were acquired by 18
accredited investors for investment purposes and were subject to appropriate
transfer restrictions. These shares were not registered under the Act in
reliance upon Section 3(b) thereof and Regulation D, Rule 506 thereunder.

4. In March 1994, the Company issued 27,500 shares of Common Stock to the
unsecured creditors of American Fashion Jewels, Inc. pursuant to the confirmed
Plan of Reorganization in the bankruptcy proceedings. The shares were not
registered under the Act in reliance upon Section 1145 of the United States
Bankruptcy Code and Section 3(10) of the Act.

5. In March 1994, the Company issued 20,000 shares of Common Stock to two
accredited investors in exchange for 100% of the issued and outstanding shares
of Mirage Concepts, Inc., an Arizona corporation which owned three (3)
additional reproduction jewelry stores. The shares were acquired for investment
purposes and are subject to appropriate transfer restrictions. These shares were
not registered under the Act in reliance upon Section 4(2) thereof.

6. In 1994, the Company issued an aggregate of 2,750 shares of Common Stock
to 11 investors in settlement of a dispute involved in pending litigation. The
shares were acquired for investment purposes and were subject to appropriate
transfer restrictions. The shares were not registered under the Act in reliance
upon Section 4(2) thereof.

7. In December 1994, the Company issued to six employees as a bonus an
aggregate of 660 shares of Common Stock valued at $5.00 per share. The shares
were acquired for investment purposes and were subject to appropriate transfer
restrictions. The shares were not registered under the Act in reliance upon
Section 4(2) thereof.

8. In October 1995, the Company issued an additional 46,792 shares of
Common Stock to 11 investors in settlement of a dispute involved in pending
litigation. The shares were acquired for investment purposes and were subject to
appropriate transfer restrictions. The shares were not registered under the Act
in reliance upon Section 4(2) thereof.

9. In December 1995, the Company sold an aggregate of 234,000 shares of
Common Stock for gross proceeds of $292,500, or $1.25 per share. The shares were
acquired by eight accredited investors for investment purposes and were subject
to appropriate transfer restrictions. The shares were not registered under the
Act in reliance upon Section 3(b) thereof and Regulation D, Rule 506 thereunder.

10. In 1995, the Company issued 7,000 shares of Common Stock in settlement
of claims valued at $35,000. These shares were acquired by two accredited
investors for investment purposes and were subject to appropriate transfer
restrictions. The shares were not registered under the Act in reliance upon
Section 4(2) thereof.

11. In January 1996, the Company issued 22,000 shares of Common Stock in
consideration of services to the Company valued at $27,500. These shares were
acquired by one accredited investor for investment purposes and were subject to
appropriate transfer restrictions. The shares were not registered under the Act
in reliance upon Section 4(2) thereof.

II-6
<PAGE>
12. In January 1996, the Company issued 5,000 shares of Common Stock in
consideration of services to the Company valued at $17,500. These shares were
acquired by two accredited investors for investment purposes and were subject to
appropriate transfer restrictions. The shares were not registered under the Act
in reliance upon Section 4(2) thereof.

13. In June 1996, the Company issued 416,670 shares of Convertible Preferred
Stock and 208,335 Class B Common Stock Warrants in consideration of $250,000.
These securities were acquired by three accredited investors for investment
purposes and were subject to appropriate transfer restrictions. The securities
were not registered under the Act in reliance upon Section 4(2) thereof.

14. In December, 1996, the Company sold and issued an aggregate of
$1,120,000 in 12% Convertible Promissory Notes and 200,000 Class B Warrants.
These securities were acquired by 13 accredited investors for investment
purposes and were subject to appropriate transfer restrictions. The securities
were not registered under the Act in reliance upon Section 4(2) thereof, and
Regulation D, Rule 506 thereunder.

ITEM 27. EXHIBITS.

a. The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B:

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ------------ -----------------------------------------------------------------------------------------------
<C> <S>
***** 1.1 Underwriting Agreement

* 1.2 Letter of Intent with Cohig & Associates, Inc.

** 3.1 Articles of Incorporation

** 3.2 Certificate and Articles of Amendment

** 3.3 By-Laws

** 4.1 Specimen Certificate of Common Stock

* 4.2 Specimen Class A Warrant Certificate

* 4.3 Designations of Series A Convertible Preferred Stock

* 4.4 1992 Stock Incentive Plan

* 4.5 1995 Employee Stock Purchase Plan

***** 4.6 Representative's Share Option Agreement

***** 4.7 Representative's Warrant Option Agreement

* 4.8 Specimen Convertible Promissory Note

* 4.9 Specimen Convertible Promissory Note and Warrant Purchase Agreement

5.0 Opinion of Neuman & Cobb

**10.1 Copy of signed Stock Transfer Agent Agreement

*10.2 Warrant Agreement

***10.3 Amendment No. 1 to Definitive Agreement and Plan of Reorganization, dated March 16, 1993

***10.4 Amended Plan of Reorganization dated January 24, 1994

***10.5 Order Confirming Amended Plan of Reorganization dated February 24, 1994

***10.6 Commitment Letter dated January 4, 1994

***10.7 Amendment to Commitment Letter dated January 21, 1994

***10.8 Conveyance and Bill of Sale dated March 3, 1994

***10.9 Assumption Agreement dated March 3, 1994
</TABLE>

II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ------------ -----------------------------------------------------------------------------------------------
<C> <S>
*10.10 Employment Agreement with Sissel Greenberg

*10.11 Consulting Agreement with Cohig & Associates, Inc.

****16 Letter of Schumacher & Bruce, Inc. on change in certifying accountant

24.1 Consent of Neuman & Cobb

24.2 Consent of Hein + Associates, LLP
</TABLE>

- ------------------------

* Incorporated by reference from the Company's Registration Statement on
Form SB-2, SEC File No. 333-8741.

** Incorporated by reference from the Company's Registration Statement on
Form S-1; SEC File No. 33-42701.

*** Incorporated by reference from the Company's Current Report on Form 8-K
dated March 3, 1994

**** Incorporated by reference from the Company's Current Report on Form 8-K
dated February 16, 1995

***** To be filed by Amendment.

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

4. To provide, upon effectiveness, certificates in such denominations and
registered in such names as are required to permit prompt delivery to each
purchaser.

II-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Aurora, State of Colorado on the 15th day of
January, 1997.

PREMIER CONCEPTS, INC.

By /s/ SISSEL GREENBERG
------------------------------------------
Sissel Greenberg,
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities with Premier Concepts, Inc. and on the dates indicated.

SIGNATURE POSITION DATE
- ---------------------------- ------------------------------ -----------------

/s/ SISSEL GREENBERG
- ---------------------------- Chief Executive Officer January 15, 1997
Sissel Greenberg Director

/s/ WILLIAM NANDOR
- ---------------------------- Director January 15, 1997
William Nandor

/s/ JACK BRANDON
- ---------------------------- Director January 15, 1997
Jack Brandon

/s/ SIMONA KATZ YUFFA
- ---------------------------- Director January 15, 1997
Simona Katz Yuffa

/s/ TODD HUSS
- ---------------------------- Chief Financial Officer January 15, 1997
Todd Huss Principal Accounting Officer

II-9

<PAGE>
EXHIBIT 5.0

[Letterhead]

January 15, 1997

Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014

RE: REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

We have acted as counsel to Premier Concepts, Inc. (the "Company") in
connection with a Registration Statement on Form SB-2 (the "Registration
Statement") to be filed with the United Stated Securities and Exchange
Commission, Washington, D.C., pursuant to the Securities Act of 1933, as
amended, covering the registration of an aggregate of 1,100,000 shares of Common
Stock, $.002 par value ("Common Stock") and 1,100,000 Class A Common Stock
Purchase Warrants ("Class A Warrants"), being offered by the Company and 102,041
shares of Common Stock and 483,334 Class A Warrants being offered by certain
selling shareholders. Unless otherwise stated, all statements, opinions and
information contained herein assume and give effect to a 1-for-5 reverse split
of the Company's securities which will be completed on the effective date of the
Registration Statement and speak as of such date.

In connection with such representation of the Company, we have examined such
corporate records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.

Based upon the foregoing, we are of the opinion as follows:

1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.

2. The Company's authorized capital consists of eight hundred fifty
million (850,000,000) shares of Common Stock having a par value of $0.002
each and twenty million (20,000,000) shares of Preferred Stock having a par
value of $.10 each.

3. The 102,041 shares of the Company's Common Stock and 483,334 Class A
Warrants being registered for sale and offered by the Selling Shareholders
shall, upon the issuance thereof as more fully described in the Registration
Statement, be lawfully and validly issued, fully paid and non-assessable
shares of the Company's Common Stock.

4. The 1,100,000 shares of the Company's Common Stock offered by the
Company shall, upon valid issuance thereof as more fully described in the
Registration Statement, be duly and validly authorized, legally issued,
fully paid and non-assessable.

5. The 1,100,000 Class A Warrants offered by the Company shall, upon
valid issuance thereof as more fully described in the Registration
Statement, be duly and validly authorized, legally issued, and fully
exercisable in accordance with their respective terms and conditions.

Sincerely,
/s/ Clifford L. Neuman
Clifford L. Neuman

CLN\mss

<PAGE>
EXHIBIT 24.1

[Letterhead]

January 15, 1997

Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014

RE: S.E.C. REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

We hereby consent to the inclusion of our opinion regarding the legality of
the securities being registered by the Form SB-2 Registration Statement to be
filed with the United States Securities and Exchange Commission, Washington,
D.C., pursuant to the Securities Act of 1933, as amended, by Premier Concepts,
Inc., a Colorado corporation (the "Company") in connection with the offering by
the Company and certain Selling Shareholders described therein of shares of
Common Stock and Class A Warrants as proposed and more fully described in such
Registration Statement.

We further consent to the reference in such Registration Statement to our
having given such opinions.

Sincerely,
/s/ Clifford L. Neuman
Clifford L. Neuman

CLN:at

<PAGE>
INDEPENDENT AUDITOR'S CONSENT

We consent to the use in the Registration Statement on Form SB-2 and related
Prospectus of Premier Concepts, Inc. of our report dated April 5, 1996,
accompanying the financial statements of Premier Concepts, Inc. contained in
such Registration Statement, and to the use of our name and the statements with
respects to us, as appearing under the heading "Experts" in the Prospectus.

HEIN + ASSOCIATES LLP
Denver, Colorado
January 13, 1997