REGISTRATION NO. ____________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Premier Concepts, Inc.

             (Exact name of registrant as specified in its charter)

       Colorado                                             84-1186026
(State of Incorporation)                                   (IRS Employer
                                                          Identification No.)

            3033 South Parker Road, Suite 120, Aurora, Colorado 80014
          (Address of Principal Executive Offices, including Zip Code)

           Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan
                            (Full title of the plan)

                                Terry G. Washburn
                        3033 South Parker Road, Suite 120
                             Aurora, Colorado 80014
                     (Name and address of agent for service)

                                 (303) 338-1800
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                 Proposed maximum         Proposed maximum
    Title of securities    Amount to be          offering price           aggregate offering          Amount of
     to be registered       registered            per share (1)                price (2)          registration fee
<S>                         <C>                 <C>                        <C>                     <C>

        Common stock         1,500,000           $ .725                    $1,087,500.00              $100.05
        par value $.002        shares
</TABLE>

                                       1
<PAGE>




(1)           Pursuant to Rule 416, this Registration Statement also covers such
              additional securities as may become issuable to prevent dilution
              resulting from stock splits, stock dividends or similar
              transactions. In addition, pursuant to Rule 416(c) under the
              Securities Act of 1933, as amended (the "1933 Act"), this
              Registration Statement also covers an indeterminate amount of
              interests to be offered or sold pursuant to the employee benefit
              plan described herein.
(2)           Estimated in accordance with Rule 457(c) and (h) of the 1933 Act,
              solely for the purpose of calculation of the registration fee. The
              proposed maximum aggregate offering price was calculated as
              follows: 1,500,000 shares multiplied by $.725 (the average of the
              high and low prices reported on the NASDAQ for one share of common
              stock, par value $.002 per share, of Premier Concepts, Inc., on
              April 16, 2002).

                                EXPLANATORY NOTE

Premier Concepts, Inc., a Colorado corporation, ("Premier") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
1933 Act, to register certain shares of common stock, $.002 par value per share
(the "Common Stock"), which have been authorized and reserved for issuance under
the Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan (the "Plan").


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

     *   The document containing the information specified in this Part I will
         be sent or given to employees as specified by Rule 428(b)(1). Such
         documents will not be filed with the Securities and Exchange Commission
         (the "Commission") either as part of this Registration Statement or as
         the prospectuses or prospectus supplements pursuant to Rule 424. These
         documents and the documents incorporated by reference in this
         Registration Statement pursuant to Item 3 of Part II of this
         Registration Statement, taken together, shall constitute a prospectus
         that meets the requirements of Section 10(a) of the 1933 Act.





                                       2
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
     January 28, 2001, filed April 30, 2001;
(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the  Registrant's  document
     referred to in (a) above, including:
    (1)  The Notice of Annual Meeting of Shareholders, Proxy Statement and form
         of Proxy filed with the Securities and Exchange Commission
         ("Commission") on  May 10,  2001,  in  connection with the Registrant's
         Annual  Meeting  of Shareholders on June 15, 2001;
    (2)  The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
         ended April 29, 2001, as filed with the Commission on June 13, 2001;
    (3)  The  Registrant's Quarterly Report on Form 10-QSB for the fiscal
         quarter ended July 29, 2001,  as filed with the  Commission on
         September 12, 2001; and
    (4)  The  Registrant's Quarterly Report on Form 10-QSB for the fiscal
         quarter ended October 28, 2001, as filed with the Commission on
         December 12, 2001.
(c)  The  description  of  the  Registrant's  Common  Stock,  $.002  par  value,
     contained in the Registrant's  Registration Statement on Form 8-A, declared
     effective  on April 21,  1997,  pursuant  to Section  12 of the  Securities
     Exchange Act of 1934,  as amended,  including any amendment or report filed
     for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                       3
<PAGE>

Item 4.           Description of Securities.

Not applicable.

Item 5.           Interests of Named Experts and Counsel.

Not applicable.

Item 6.           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.

                                       4
<PAGE>

     (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) 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
<PAGE>

     (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 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 incurred to obtain court-ordered
indemnification.

                                       6
<PAGE>

       (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.

                                       7
<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 limits indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

                                       8
<PAGE>

     (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 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.

                                       9
<PAGE>

                (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 7.           Exemption from Registration Claimed.

Not applicable.

Item 8.           Exhibits.

Exhibit No.       Description

4.1      Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan
5.1      Opinion of G. David Gordon & Associates, P.C.
23.1     Consent of Hein + Associates LLP
23.2     Consent of G. David Gordon & Associates, P.C. (contained in
         Exhibit 5.1).

Item 9.           Undertakings.

The undersigned hereby undertakes that it will:

(1)      file,  during any period in which offers or sales are being made, a
         post-effective  amendment to this  registration  statement to:

                  (i)      include any prospectus required by Section 10(a)(3)
                           of the Act;
                  (ii)     reflect in the prospectus any facts or events which,
                           individually or together, represent a fundamental
                           change in the information set forth in the
                           registration statement. Notwithstanding the
                           foregoing, any increase or decrease in the volume of
                           securities offered (if the toal dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective registration
                           statement; and
                  (iii)    include any additional or changed material
                           information on the plan of distribution;

(2)               for determining liability under the Act, treat each
                  post-effective amendment as a new registration statement of
                  the securities offered, and the offering of the securities at
                  that time to be the initial bona fide offering; and

(3)               file a  post-effective  amendment  to remove from registration
                  any of the securities that remain unsold at the end of the
                  offering.

                                       10
<PAGE>

Insofar as indemnification for liabilities arising under the Act may by
permitted to directors, officers and controlling persons of the issuer pursuant
to the foregoing provisions, or otherwise, the issuer has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
issuer of expenses incurred or paid by a director, officer or controlling person
of the small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       11
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 this 17th day of April
2002.

                                                 PREMIER CONCEPTS, INC.

                                                 By:   /s/ Terry G. Washburn
                                                 ---------------------------
                                                       Terry G. Washburn
                                                       President and CEO

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Terry G. Washburn as true and lawful
attorney-in-fact, acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

      Signature                Title                              Date

/s/ Terry G. Washburn    President/CEO, Director                  April 17, 2002
---------------------
Terry G. Washburn       (principal executive officer)


/s/ Todd Huss            Chief Financial Officer                  April 17, 2002
-------------
Todd Huss               (principal financial and
                         accounting officer)

/s/ William Nandor       Director                                 April 17, 2002
------------------
William Nandor

/s/ Paul Johnson         Director                                 April 17, 2002
------------------
Paul Johnson

/s/ Gary Wolf            Director                                 April 17, 2002
-------------
Gary Wolf



                                       12
<PAGE>
<TABLE>
<CAPTION>



                                  EXHIBIT INDEX

Exhibit                                                                                                 Page
Number                             Description                                                        Number

<S>             <C>                                                                           <C>

3(i)      Articles of Incorporation and amendments thereto, incorporated                                 N/A
          herein by reference thereto.

3(ii)     Bylaws of the Company incorporated herein by reference thereto.                                N/A

4.1      Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan                                       14

5.1      Opinion of G. David Gordon & Associates, P.C.                                                    20

23.1     Consent of Hein + Associates LLP                                                                 22

23.2     Consent of G. David Gordon & Associates, P.C. (contained in                                     N/A
                  Exhibit 5.1)



</TABLE>






                                       13
<PAGE>




                             PREMIER CONCEPTS, INC.
                                2002 NONSTATUTORY
                                STOCK OPTION PLAN


1.       PURPOSE.

         The purpose of the 2002 Nonstatutory Stock Option Plan (hereinafter
referred to as the "Plan") is to provide a special incentive to selected key
employees and consultants of Premier Concepts, Inc. (hereinafter referred to as
the "Company"), and its subsidiaries to promote the Company's business. The Plan
is designed to accomplish this purpose by offering such employees an opportunity
to purchase shares of the common stock of the Company enabling them to share in
the Company's success. For purposes of the Plan, a subsidiary is any corporation
in which the Company owns, directly or indirectly, stock possessing fifty
percent or more of the total combined voting power of all classes of stock or
over which the Company has effective operating control.

2.       ADMINISTRATION.

         The Plan shall be administered by either the Company's Board of
Directors or an Option Committee to be established by the Board of Directors of
the Company. The Committee shall consist of two or more members, one of whom can
be neither an officer nor an employee of the Company. The Committee shall have
authority, consistent with the Plan,

(a)  to determine  which of the key employees and consultants of the Company and
its subsidiaries shall be granted options;

(b)  to determine the time or times when options shall be granted and the number
of shares of common stock to be subject to each option;

(c)  to determine the option price of the shares  subject to each option and the
method of payment of such price;

(d)  to determine the time or times when each option becomes exercisable and the
duration  of the  exercise  period,  subject  to the  limitations  contained  in
Paragraph 6(b);

(e)  to prescribe the form or forms of the  instruments  evidencing  any options
granted under the Plan and of any other instruments  required under the Plan and
to change such forms from time to time;

(f)  to adopt, amend and rescind rules and regulations for the administration of
the Plan and the options and for its own acts and proceedings; and



                                       14
<PAGE>





(g)  to decide all questions and settle all controversies and disputes which may
arise  in  connection   with  the  Plan.  All  decisions,   determinations   and
interpretations of the Committee shall be binding on all parties concerned.

3.       PARTICIPANTS.

         The participants in the Plan shall be key employees or consultants of
the Company or of any of its subsidiaries, whether or not also officers or
directors, as may be selected from time to time by the Committee in its
discretion. Directors who are also employees shall be eligible. In any grant of
options after the initial grant, employees who were previously granted options
or sold shares under the Plan may be included or excluded.

4.       LIMITATIONS.

         No option shall be granted under the Plan after December 31, 2004, but
options theretofore granted may extend beyond that date. Subject to adjustment
as provided in Section 8 of the Plan, the number of shares of common stock of
the Company which may be issued under the Plan shall not exceed 1,500,000 in the
aggregate. To the extent that any option granted under the Plan shall expire or
terminate unexercised or for any reason become unexercisable as to any shares
subject thereto, such shares shall thereafter be available for further grants
under the Plan, within the limit specified above.

5.       STOCK TO BE ISSUED.

         Stock to be issued under the plan may constitute an original issue of
authorized stock or may consist of previously issued stock acquired by the
Company, as shall be determined by the Board of Directors,. The Board of
Directors and the proper officers of the Company shall take any appropriate
action required for such issuance.

6.       TERMS AND CONDITIONS OF OPTIONS.

         All options granted under the Plan shall be subject to the following
terms and conditions (except as provided in Section 7) and to such other terms
and conditions as the Committee shall determined to be appropriate to accomplish
the purposes of the Plan:

                  (a) Option Price. The option price under each option shall be
         determined by the Committee and may be more, equal to, or less than the
         then current market price of the Company's common stock as the
         Committee may deem to be appropriate, but in no event may such price be
         less than par value; provided, however, that in the event the Committee
         shall determine to grant an option at less than 85% of the then current
         market price of the Company's common stock, such option shall not be
         granted without the prior approval of the Board of Directors.




                                       15
<PAGE>



                  (b) Period of Options.  The period of an option shall not
        exceed five years from the date of grant.

                  (c) Exercise of Options.

                           (i) Each option shall be made exercisable at such
                  time or times, whether or not in installments, as the
                  Committee shall prescribe at the time the option is granted.

                           (ii) A person electing to exercise an option shall
                  give written notice to the Company, as specified by the
                  Committee, of his election and of the number of shares he has
                  elected to purchase, such notice to be accompanied by such
                  instruments or documents as may be required by the Committee,
                  and unless otherwise directed by the Committee, shall at the
                  time of such exercise tender the purchase price of the shares
                  he has elected to purchase.

                  (d) Payment for Issuance of Shares. Upon exercise of any
         option granted hereunder, payment in full shall be made at the time of
         such exercise for all such shares then being purchased; except,
         however, that the Committee may in its discretion permit the issuance
         of stock upon such plan of partial payment as it deems reasonable,
         provided that the then unpaid portion of the purchase price shall be
         evidenced by a promissory note at such rate of interest and upon such
         other terms and conditions as the Committee shall deem appropriate. In
         all cases where stock is issued for less than present full payment of
         the purchase price, there shall be placed upon the certificate a legend
         setting forth the amount paid at issuance, and the amount remaining
         unpaid thereon, and that the shares are subject to call for the
         remainder and may not be transferred by the holder until the balance
         due thereon shall be fully paid.

                  The Company shall not be obligated to issue any shares unless
         and until, in the option of the company's counsel, all applicable laws
         and regulations have been complied with, nor, in the event the
         outstanding common stock is at the time listed upon any stock exchange,
         unless and until the shares to be issued have been listed or authorized
         to be added to the list upon official notice of issuance upon such
         exchange, nor unless or until all other legal matters in connection
         with the issuance and delivery of shares have been approved by the
         Company's counsel. Without limiting the generality of the foregoing,
         the Company may require from the Participant such investment
         representation or such agreement, if any, as counsel for the Company
         may consider necessary in order to comply with the Securities Act of
         1933 as then in effect, and may require that the Participant agree that
         any sale of the shares will be made only in such manner as is permitted
         by the Committee and that he will notify the Company when he intends to
         make any disposition of shares whether by sale, gift or otherwise. The
         participant shall take any action reasonably requested by the Company
         in such connection. A participant shall have the rights of a
         stockholder only as to shares actually acquired by him under the Plan.

                                       16
<PAGE>

                  (e) Nontransferability of Options. No option may be
         transferred by the Participant otherwise than by will or by the laws of
         descent and distribution, and during the participant's lifetime the
         option may be exercised only by him.

                  (f) Consideration for Option. Each person receiving a stock
         option must agree that he will remain in the employ of the Company upon
         the terms of the employment then existing (unless different terms are
         mutually agreed upon) for at least one (1) year from (i) the date of
         the granting of the options or (ii) the date of expiration of the then
         current employment contract, whichever is later, subject to the right
         of the Company to terminate his employment at any time.

                  (g) Termination of Employment. If the employment of a
         participant terminates for any reason other than his death, he may,
         unless discharged for cause which in the opinion of the Committee casts
         such discredit on him as to justify termination of his option,
         thereafter exercise his option as provided below, but only to the
         extent he was entitled to exercise the option on the date when his
         employment terminated. If such termination of employment is voluntary
         on the part of the participant, he may exercise his option only within
         ten days after the date of termination of his employment (unless a
         longer period not in excess of three months is allowed by the
         Committee). If such termination of employment is involuntary on the
         part of the participant, he may exercise his option only within three
         months after the date of termination of his employment. In no event,
         however, may such participant exercise his option at a time when the
         option would not be exercisable had the participant remained an
         employee. For purposes of this section (g), a participant's employment
         shall not be considered terminated in the case of sick leave or other
         bona fide leave of absence approved by the Company or a subsidiary, or
         in the case of a transfer to the employment of a subsidiary or to the
         employment of the Company. Anything herein to the contrary
         notwithstanding, an option may be exercised only to the extent
         exercisable on the date of termination of employment by death or
         otherwise.

                  (h) Retirement. If prior to the expiration date of his option
         an optionee shall retire with the Company's consent, such option may be
         exercised in the same manner as if the optionee had continued in the
         Company's employ; provided however, the Committee may terminate all
         unexercised options if it shall determine that the retired optionee has
         engaged in any activity detrimental to the Company's interest.

                  (i) Death. If a participant dies at a time when he is entitled
         to exercise an option, then at any time or times within one (1) year
         after his death (or such further period as the Committee may allow)
         such option may be exercised, as to all or any of the shares which the
         participant was entitled to purchase immediately prior to his death, by
         his executor or administrator or the person or persons to whom the
         option is transferred by will or the applicable laws of descent and
         distribution, and except as so exercised such option shall expire at
         the end of such period. In no event, however, may an option be
         exercised after the expiration of the option period.

                                       17
<PAGE>

7.       REPLACEMENT OPTIONS.

         The Company may grant options under the Plan on terms differing from
those provided for in Section 6 where such options are granted in substitution
for options held by employees of other corporations who concurrently become
employees of the Company or a subsidiary as the result of a merger,
consolidation or other re-organization of the employing corporation with the
Company or subsidiary, or the acquisition by the Company or a subsidiary of the
business, property or stock of the employing corporation. The Committee may
direct that the substitute options be granted on such terms and conditions as
the Committee considers appropriate in the circumstances.

8.       CHANGES IN STOCK.

         In the event of a stock dividend, stock split or recapitalization or
merger in which the Company is the surviving corporation, or other similar
capital change, the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to options then outstanding or to be
granted thereunder, the maximum number of shares or securities which may be
issued or sold under the Plan, the option price and other relevant provisions
shall be appropriately adjusted by the Board of Directors of the Company, the
determination of which shall be binding on all persons.

9.       EMPLOYMENT RIGHTS.

         The adoption of the Plan does not confer upon any employee of the
Company or subsidiary any right to continue employment with the Company or a
subsidiary, as the case may be, nor does it interfere in any way with the right
of the Company or a subsidiary to terminate the employment of any of its
employees at any time.

10.      AMENDMENTS TO THE PLAN.

         The Committee may at any time discontinue granting options under the
Plan. The Board of Directors of the Company may at any time or times amend the
Plan or amend any outstanding option or options for the purpose of satisfying
the requirements of any changes in applicable laws or regulations or for any
other purpose which may at the time be permitted by law, provided that except to
the extent required or permitted under Section 8 no such amendment shall,
without the approval of the stockholders of the Company, increase the maximum
number of shares available under the Plan, or without the consent of the
participant void or diminish options previously granted, nor increase or
accelerate the conditions and actions required for the exercise of the same,
except if the participant shall be discharged from the Company's employment for
cause, and except that nothing herein shall limit the Company's right to call
stock issued for deferred payment to be evidenced by promissory note, where the
participant is in default of his obligations on such note.


                                       18
<PAGE>




11. APPLICATION OF FUNDS.

         The proceeds received by the Corporation from the sale of Capital Stock
pursuant to options will be used for general corporate purposes.


12. NO OBLIGATION TO EXERCISE OPTION.

         The granting of an option shall impose no obligation upon the optionee
to exercise such option.

13. INDEMNIFICATION OF COMMITTEE.

         In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of action taken or failure to
act under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his duties; provided that within 60 days after
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Corporation the opportunity, at its own expense, to handle and
defend the same.

Date Plan Adopted By Board of Directors: January 28, 2002






                                       19
<PAGE>



                       G. DAVID GORDON & ASSOCIATES, P.C.

                               One Memorial Place
                         7633 East 63rd Place, Suite 210
                              Tulsa, Oklahoma 74133

                                                      Telephone: (918) 254-4997
                                                      Facsimile: (918) 254-2988



                                 April 17, 2002



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

                     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Premier Concepts, Inc., a Colorado
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission on or about April 17, 2002 (the "REGISTRATION STATEMENT").

         The Registration Statement covers the registration of shares of common
stock, $0.002 par value per share, of the Company (the "SHARES"), which are
issuable by the Company pursuant to its Premier Concepts, Inc. 2002 Nonstatutory
Stock Option Plan (the "PLAN").

         We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

         This opinion is limited solely to the Colorado General Corporation Law,
as applied by courts located in Colorado, the applicable provisions of the
Colorado Constitution and the reported judicial decisions interpreting those
laws.

                                       20
<PAGE>

         Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or awards
pursuant to the Plan and against the payment of the purchase price therefor, as
specified in such Plan or documents governing such awards, will be validly
issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.




                                                     Very truly yours,

                                         /s/G. DAVID GORDON & ASSOCIATES, P.C.



                                         G. DAVID GORDON & ASSOCIATES, P.C.









                                       21
<PAGE>






                                              INDEPENDENT AUDITOR'S CONSENT





We consent to the use in the Registration Statement (Form S-8) and Prospectus of
Premier  Concepts,  Inc. of our report  dated March 30, 2001,  accompanying  the
financial  statements of Premier Concepts,  Inc.  contained in such Registration
Statement,  and to the use of our name and the statements with respect to us, as
appearing under the heading "Experts" in the Prospectus.



/S/HEIN + ASSOCIATES LLP

Denver, Colorado
April 15, 2002


                                       22
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "pre.txt", "description": "PREMIER S-8", "secsgml_size_bytes": 51893}]
{"company-data": {"conformed-name": "PREMIER CONCEPTS INC /CO/", "cik": "0000879206", "assigned-sic": "5944", "irs-number": "841186026", "state-of-incorporation": "CO", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86604", "film-number": "02615526"}, "business-address": {"street1": "3033 S. PARKER RD., SUITE 120", "street2": "THE SKY DECK", "city": "AURORA", "state": "CO", "zip": "80014", "phone": "3033381800"}, "mail-address": {"street1": "3033 S. PARKER RD., SUITE 120", "city": "AURORA", "state": "CO", "zip": "80014"}, "former-company": [{"former-conformed-name": "SILVER STATE CASINOS INC", "date-changed": "19930527"}, {"former-conformed-name": "SILVER STATE HOLDING INC", "date-changed": "19930328"}]}
REGISTRATION NO. ____________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Premier Concepts, Inc.

             (Exact name of registrant as specified in its charter)

       Colorado                                             84-1186026
(State of Incorporation)                                   (IRS Employer
                                                          Identification No.)

            3033 South Parker Road, Suite 120, Aurora, Colorado 80014
          (Address of Principal Executive Offices, including Zip Code)

           Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan
                            (Full title of the plan)

                                Terry G. Washburn
                        3033 South Parker Road, Suite 120
                             Aurora, Colorado 80014
                     (Name and address of agent for service)

                                 (303) 338-1800
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed maximum
    Title of securities    Amount to be          offering price           aggregate offering          Amount of
     to be registered       registered            per share (1)                price (2)          registration fee
Common stock         1,500,000           $ .725                    $1,087,500.00              $100.05
        par value $.002        shares
1
(1)           Pursuant to Rule 416, this Registration Statement also covers such
              additional securities as may become issuable to prevent dilution
              resulting from stock splits, stock dividends or similar
              transactions. In addition, pursuant to Rule 416(c) under the
              Securities Act of 1933, as amended (the "1933 Act"), this
              Registration Statement also covers an indeterminate amount of
              interests to be offered or sold pursuant to the employee benefit
              plan described herein.
(2)           Estimated in accordance with Rule 457(c) and (h) of the 1933 Act,
              solely for the purpose of calculation of the registration fee. The
              proposed maximum aggregate offering price was calculated as
              follows: 1,500,000 shares multiplied by $.725 (the average of the
              high and low prices reported on the NASDAQ for one share of common
              stock, par value $.002 per share, of Premier Concepts, Inc., on
              April 16, 2002).

                                EXPLANATORY NOTE

Premier Concepts, Inc., a Colorado corporation, ("Premier") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
1933 Act, to register certain shares of common stock, $.002 par value per share
(the "Common Stock"), which have been authorized and reserved for issuance under
the Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

     *   The document containing the information specified in this Part I will
         be sent or given to employees as specified by Rule 428(b)(1). Such
         documents will not be filed with the Securities and Exchange Commission
         (the "Commission") either as part of this Registration Statement or as
         the prospectuses or prospectus supplements pursuant to Rule 424. These
         documents and the documents incorporated by reference in this
         Registration Statement pursuant to Item 3 of Part II of this
         Registration Statement, taken together, shall constitute a prospectus
         that meets the requirements of Section 10(a) of the 1933 Act.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
     January 28, 2001, filed April 30, 2001;
(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the  Registrant's  document
     referred to in (a) above, including:
    (1)  The Notice of Annual Meeting of Shareholders, Proxy Statement and form
         of Proxy filed with the Securities and Exchange Commission
         ("Commission") on  May 10,  2001,  in  connection with the Registrant's
         Annual  Meeting  of Shareholders on June 15, 2001;
    (2)  The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
         ended April 29, 2001, as filed with the Commission on June 13, 2001;
    (3)  The  Registrant's Quarterly Report on Form 10-QSB for the fiscal
         quarter ended July 29, 2001,  as filed with the  Commission on
         September 12, 2001; and
    (4)  The  Registrant's Quarterly Report on Form 10-QSB for the fiscal
         quarter ended October 28, 2001, as filed with the Commission on
         December 12, 2001.
(c)  The  description  of  the  Registrant's  Common  Stock,  $.002  par  value,
     contained in the Registrant's  Registration Statement on Form 8-A, declared
     effective  on April 21,  1997,  pursuant  to Section  12 of the  Securities
     Exchange Act of 1934,  as amended,  including any amendment or report filed
     for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                       3
Item 4.           Description of Securities.

Not applicable.

Item 5.           Interests of Named Experts and Counsel.

Not applicable.

Item 6.           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.

                                       4
(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) 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
(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 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 incurred to obtain court-ordered
indemnification.

                                       6
(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.

                                       7
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 limits indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

                                       8
(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 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.

                                       9
(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 7.           Exemption from Registration Claimed.

Not applicable.

Item 8.           Exhibits.

Exhibit No.       Description

4.1      Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan
5.1      Opinion of G. David Gordon & Associates, P.C.
23.1     Consent of Hein + Associates LLP
23.2     Consent of G. David Gordon & Associates, P.C. (contained in
         Exhibit 5.1).

Item 9.           Undertakings.

The undersigned hereby undertakes that it will:

(1)      file,  during any period in which offers or sales are being made, a
         post-effective  amendment to this  registration  statement to:

                  (i)      include any prospectus required by Section 10(a)(3)
                           of the Act;
                  (ii)     reflect in the prospectus any facts or events which,
                           individually or together, represent a fundamental
                           change in the information set forth in the
                           registration statement. Notwithstanding the
                           foregoing, any increase or decrease in the volume of
                           securities offered (if the toal dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective registration
                           statement; and
                  (iii)    include any additional or changed material
                           information on the plan of distribution;

(2)               for determining liability under the Act, treat each
                  post-effective amendment as a new registration statement of
                  the securities offered, and the offering of the securities at
                  that time to be the initial bona fide offering; and

(3)               file a  post-effective  amendment  to remove from registration
                  any of the securities that remain unsold at the end of the
                  offering.

                                       10
Insofar as indemnification for liabilities arising under the Act may by
permitted to directors, officers and controlling persons of the issuer pursuant
to the foregoing provisions, or otherwise, the issuer has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
issuer of expenses incurred or paid by a director, officer or controlling person
of the small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       11
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 this 17th day of April
2002.

                                                 PREMIER CONCEPTS, INC.

                                                 By:   /s/ Terry G. Washburn
                                                 ---------------------------
                                                       Terry G. Washburn
                                                       President and CEO

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Terry G. Washburn as true and lawful
attorney-in-fact, acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

      Signature                Title                              Date

/s/ Terry G. Washburn    President/CEO, Director                  April 17, 2002
---------------------
Terry G. Washburn       (principal executive officer)

/s/ Todd Huss            Chief Financial Officer                  April 17, 2002
-------------
Todd Huss               (principal financial and
                         accounting officer)

/s/ William Nandor       Director                                 April 17, 2002
------------------
William Nandor

/s/ Paul Johnson         Director                                 April 17, 2002
------------------
Paul Johnson

/s/ Gary Wolf            Director                                 April 17, 2002
-------------
Gary Wolf

                                       12
EXHIBIT INDEX

Exhibit                                                                                                 Page
Number                             Description                                                        Number
3(i)      Articles of Incorporation and amendments thereto, incorporated                                 N/A
          herein by reference thereto.

3(ii)     Bylaws of the Company incorporated herein by reference thereto.                                N/A

4.1      Premier Concepts, Inc. 2002 Nonstatutory Stock Option Plan                                       14

5.1      Opinion of G. David Gordon & Associates, P.C.                                                    20

23.1     Consent of Hein + Associates LLP                                                                 22

23.2     Consent of G. David Gordon & Associates, P.C. (contained in                                     N/A
                  Exhibit 5.1)
13
PREMIER CONCEPTS, INC.
                                2002 NONSTATUTORY
                                STOCK OPTION PLAN

1.       PURPOSE.

         The purpose of the 2002 Nonstatutory Stock Option Plan (hereinafter
referred to as the "Plan") is to provide a special incentive to selected key
employees and consultants of Premier Concepts, Inc. (hereinafter referred to as
the "Company"), and its subsidiaries to promote the Company's business. The Plan
is designed to accomplish this purpose by offering such employees an opportunity
to purchase shares of the common stock of the Company enabling them to share in
the Company's success. For purposes of the Plan, a subsidiary is any corporation
in which the Company owns, directly or indirectly, stock possessing fifty
percent or more of the total combined voting power of all classes of stock or
over which the Company has effective operating control.

2.       ADMINISTRATION.

         The Plan shall be administered by either the Company's Board of
Directors or an Option Committee to be established by the Board of Directors of
the Company. The Committee shall consist of two or more members, one of whom can
be neither an officer nor an employee of the Company. The Committee shall have
authority, consistent with the Plan,

(a)  to determine  which of the key employees and consultants of the Company and
its subsidiaries shall be granted options;

(b)  to determine the time or times when options shall be granted and the number
of shares of common stock to be subject to each option;

(c)  to determine the option price of the shares  subject to each option and the
method of payment of such price;

(d)  to determine the time or times when each option becomes exercisable and the
duration  of the  exercise  period,  subject  to the  limitations  contained  in
Paragraph 6(b);

(e)  to prescribe the form or forms of the  instruments  evidencing  any options
granted under the Plan and of any other instruments  required under the Plan and
to change such forms from time to time;

(f)  to adopt, amend and rescind rules and regulations for the administration of
the Plan and the options and for its own acts and proceedings; and

                                       14
(g)  to decide all questions and settle all controversies and disputes which may
arise  in  connection   with  the  Plan.  All  decisions,   determinations   and
interpretations of the Committee shall be binding on all parties concerned.

3.       PARTICIPANTS.

         The participants in the Plan shall be key employees or consultants of
the Company or of any of its subsidiaries, whether or not also officers or
directors, as may be selected from time to time by the Committee in its
discretion. Directors who are also employees shall be eligible. In any grant of
options after the initial grant, employees who were previously granted options
or sold shares under the Plan may be included or excluded.

4.       LIMITATIONS.

         No option shall be granted under the Plan after December 31, 2004, but
options theretofore granted may extend beyond that date. Subject to adjustment
as provided in Section 8 of the Plan, the number of shares of common stock of
the Company which may be issued under the Plan shall not exceed 1,500,000 in the
aggregate. To the extent that any option granted under the Plan shall expire or
terminate unexercised or for any reason become unexercisable as to any shares
subject thereto, such shares shall thereafter be available for further grants
under the Plan, within the limit specified above.

5.       STOCK TO BE ISSUED.

         Stock to be issued under the plan may constitute an original issue of
authorized stock or may consist of previously issued stock acquired by the
Company, as shall be determined by the Board of Directors,. The Board of
Directors and the proper officers of the Company shall take any appropriate
action required for such issuance.

6.       TERMS AND CONDITIONS OF OPTIONS.

         All options granted under the Plan shall be subject to the following
terms and conditions (except as provided in Section 7) and to such other terms
and conditions as the Committee shall determined to be appropriate to accomplish
the purposes of the Plan:

                  (a) Option Price. The option price under each option shall be
         determined by the Committee and may be more, equal to, or less than the
         then current market price of the Company's common stock as the
         Committee may deem to be appropriate, but in no event may such price be
         less than par value; provided, however, that in the event the Committee
         shall determine to grant an option at less than 85% of the then current
         market price of the Company's common stock, such option shall not be
         granted without the prior approval of the Board of Directors.

                                       15
(b) Period of Options.  The period of an option shall not
        exceed five years from the date of grant.

                  (c) Exercise of Options.

                           (i) Each option shall be made exercisable at such
                  time or times, whether or not in installments, as the
                  Committee shall prescribe at the time the option is granted.

                           (ii) A person electing to exercise an option shall
                  give written notice to the Company, as specified by the
                  Committee, of his election and of the number of shares he has
                  elected to purchase, such notice to be accompanied by such
                  instruments or documents as may be required by the Committee,
                  and unless otherwise directed by the Committee, shall at the
                  time of such exercise tender the purchase price of the shares
                  he has elected to purchase.

                  (d) Payment for Issuance of Shares. Upon exercise of any
         option granted hereunder, payment in full shall be made at the time of
         such exercise for all such shares then being purchased; except,
         however, that the Committee may in its discretion permit the issuance
         of stock upon such plan of partial payment as it deems reasonable,
         provided that the then unpaid portion of the purchase price shall be
         evidenced by a promissory note at such rate of interest and upon such
         other terms and conditions as the Committee shall deem appropriate. In
         all cases where stock is issued for less than present full payment of
         the purchase price, there shall be placed upon the certificate a legend
         setting forth the amount paid at issuance, and the amount remaining
         unpaid thereon, and that the shares are subject to call for the
         remainder and may not be transferred by the holder until the balance
         due thereon shall be fully paid.

                  The Company shall not be obligated to issue any shares unless
         and until, in the option of the company's counsel, all applicable laws
         and regulations have been complied with, nor, in the event the
         outstanding common stock is at the time listed upon any stock exchange,
         unless and until the shares to be issued have been listed or authorized
         to be added to the list upon official notice of issuance upon such
         exchange, nor unless or until all other legal matters in connection
         with the issuance and delivery of shares have been approved by the
         Company's counsel. Without limiting the generality of the foregoing,
         the Company may require from the Participant such investment
         representation or such agreement, if any, as counsel for the Company
         may consider necessary in order to comply with the Securities Act of
         1933 as then in effect, and may require that the Participant agree that
         any sale of the shares will be made only in such manner as is permitted
         by the Committee and that he will notify the Company when he intends to
         make any disposition of shares whether by sale, gift or otherwise. The
         participant shall take any action reasonably requested by the Company
         in such connection. A participant shall have the rights of a
         stockholder only as to shares actually acquired by him under the Plan.

                                       16
(e) Nontransferability of Options. No option may be
         transferred by the Participant otherwise than by will or by the laws of
         descent and distribution, and during the participant's lifetime the
         option may be exercised only by him.

                  (f) Consideration for Option. Each person receiving a stock
         option must agree that he will remain in the employ of the Company upon
         the terms of the employment then existing (unless different terms are
         mutually agreed upon) for at least one (1) year from (i) the date of
         the granting of the options or (ii) the date of expiration of the then
         current employment contract, whichever is later, subject to the right
         of the Company to terminate his employment at any time.

                  (g) Termination of Employment. If the employment of a
         participant terminates for any reason other than his death, he may,
         unless discharged for cause which in the opinion of the Committee casts
         such discredit on him as to justify termination of his option,
         thereafter exercise his option as provided below, but only to the
         extent he was entitled to exercise the option on the date when his
         employment terminated. If such termination of employment is voluntary
         on the part of the participant, he may exercise his option only within
         ten days after the date of termination of his employment (unless a
         longer period not in excess of three months is allowed by the
         Committee). If such termination of employment is involuntary on the
         part of the participant, he may exercise his option only within three
         months after the date of termination of his employment. In no event,
         however, may such participant exercise his option at a time when the
         option would not be exercisable had the participant remained an
         employee. For purposes of this section (g), a participant's employment
         shall not be considered terminated in the case of sick leave or other
         bona fide leave of absence approved by the Company or a subsidiary, or
         in the case of a transfer to the employment of a subsidiary or to the
         employment of the Company. Anything herein to the contrary
         notwithstanding, an option may be exercised only to the extent
         exercisable on the date of termination of employment by death or
         otherwise.

                  (h) Retirement. If prior to the expiration date of his option
         an optionee shall retire with the Company's consent, such option may be
         exercised in the same manner as if the optionee had continued in the
         Company's employ; provided however, the Committee may terminate all
         unexercised options if it shall determine that the retired optionee has
         engaged in any activity detrimental to the Company's interest.

                  (i) Death. If a participant dies at a time when he is entitled
         to exercise an option, then at any time or times within one (1) year
         after his death (or such further period as the Committee may allow)
         such option may be exercised, as to all or any of the shares which the
         participant was entitled to purchase immediately prior to his death, by
         his executor or administrator or the person or persons to whom the
         option is transferred by will or the applicable laws of descent and
         distribution, and except as so exercised such option shall expire at
         the end of such period. In no event, however, may an option be
         exercised after the expiration of the option period.

                                       17
7.       REPLACEMENT OPTIONS.

         The Company may grant options under the Plan on terms differing from
those provided for in Section 6 where such options are granted in substitution
for options held by employees of other corporations who concurrently become
employees of the Company or a subsidiary as the result of a merger,
consolidation or other re-organization of the employing corporation with the
Company or subsidiary, or the acquisition by the Company or a subsidiary of the
business, property or stock of the employing corporation. The Committee may
direct that the substitute options be granted on such terms and conditions as
the Committee considers appropriate in the circumstances.

8.       CHANGES IN STOCK.

         In the event of a stock dividend, stock split or recapitalization or
merger in which the Company is the surviving corporation, or other similar
capital change, the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to options then outstanding or to be
granted thereunder, the maximum number of shares or securities which may be
issued or sold under the Plan, the option price and other relevant provisions
shall be appropriately adjusted by the Board of Directors of the Company, the
determination of which shall be binding on all persons.

9.       EMPLOYMENT RIGHTS.

         The adoption of the Plan does not confer upon any employee of the
Company or subsidiary any right to continue employment with the Company or a
subsidiary, as the case may be, nor does it interfere in any way with the right
of the Company or a subsidiary to terminate the employment of any of its
employees at any time.

10.      AMENDMENTS TO THE PLAN.

         The Committee may at any time discontinue granting options under the
Plan. The Board of Directors of the Company may at any time or times amend the
Plan or amend any outstanding option or options for the purpose of satisfying
the requirements of any changes in applicable laws or regulations or for any
other purpose which may at the time be permitted by law, provided that except to
the extent required or permitted under Section 8 no such amendment shall,
without the approval of the stockholders of the Company, increase the maximum
number of shares available under the Plan, or without the consent of the
participant void or diminish options previously granted, nor increase or
accelerate the conditions and actions required for the exercise of the same,
except if the participant shall be discharged from the Company's employment for
cause, and except that nothing herein shall limit the Company's right to call
stock issued for deferred payment to be evidenced by promissory note, where the
participant is in default of his obligations on such note.

                                       18
11. APPLICATION OF FUNDS.

         The proceeds received by the Corporation from the sale of Capital Stock
pursuant to options will be used for general corporate purposes.

12. NO OBLIGATION TO EXERCISE OPTION.

         The granting of an option shall impose no obligation upon the optionee
to exercise such option.

13. INDEMNIFICATION OF COMMITTEE.

         In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of action taken or failure to
act under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his duties; provided that within 60 days after
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Corporation the opportunity, at its own expense, to handle and
defend the same.

Date Plan Adopted By Board of Directors: January 28, 2002

                                       19
G. DAVID GORDON & ASSOCIATES, P.C.

                               One Memorial Place
                         7633 East 63rd Place, Suite 210
                              Tulsa, Oklahoma 74133

                                                      Telephone: (918) 254-4997
                                                      Facsimile: (918) 254-2988

                                 April 17, 2002

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

                     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Premier Concepts, Inc., a Colorado
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission on or about April 17, 2002 (the "REGISTRATION STATEMENT").

         The Registration Statement covers the registration of shares of common
stock, $0.002 par value per share, of the Company (the "SHARES"), which are
issuable by the Company pursuant to its Premier Concepts, Inc. 2002 Nonstatutory
Stock Option Plan (the "PLAN").

         We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

         This opinion is limited solely to the Colorado General Corporation Law,
as applied by courts located in Colorado, the applicable provisions of the
Colorado Constitution and the reported judicial decisions interpreting those
laws.

                                       20
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or awards
pursuant to the Plan and against the payment of the purchase price therefor, as
specified in such Plan or documents governing such awards, will be validly
issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,

                                         /s/G. DAVID GORDON & ASSOCIATES, P.C.

                                         G. DAVID GORDON & ASSOCIATES, P.C.

                                       21
INDEPENDENT AUDITOR'S CONSENT

We consent to the use in the Registration Statement (Form S-8) and Prospectus of
Premier  Concepts,  Inc. of our report  dated March 30, 2001,  accompanying  the
financial  statements of Premier Concepts,  Inc.  contained in such Registration
Statement,  and to the use of our name and the statements with respect to us, as
appearing under the heading "Experts" in the Prospectus.

/S/HEIN + ASSOCIATES LLP

Denver, Colorado
April 15, 2002

                                       22