UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 26, 2005

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-9647

MAYOR’S JEWELERS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

59-2290953

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

14051 N.W. 14th Street, Suite 200

Sunrise, Florida 33323

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 846-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name Of Each Exchange On Which Registered

Common Stock, $.0001 par value

Rights to Purchase Common Stock

American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements, incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in the Exchange Act Rule 12b-2). Yes ¨ No x

As of September 24, 2004, the aggregate market value of the voting stock beneficially held by non-affiliates of the registrant was $13,211,234. The aggregate market value was computed with reference to the closing price on the American Stock Exchange on such date. Affiliates are considered to be executive officers and directors of the registrant and their affiliates for which beneficial ownership is not disclaimed.

As of June 10, 2005, 36,991,592 shares of common stock were outstanding.

Explanatory Note

This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 26, 2005, originally filed with the Securities and Exchange Commission on June 24, 2005 (the “Original Report”) is being filed solely to correct certain typographical errors in (i) the weighted average exercise price of stock options outstanding as of March 26, 2005, in Note P to the consolidated financial statements and (ii) the selected quarterly financial data (unaudited) for the fiscal year ended March 27, 2004, in Note R to the consolidated financial statements.

Except for the corrections described above, the Company has not modified or updated disclosures presented in the Original Report in this Form 10-K/A. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Report or modify or update those disclosures affected by subsequent events. Information not affected by this amendment is unchanged and reflects the disclosures made at the time the Original Report was filed. This Form 10-K/A should be read in conjunction with the Original Report and the filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to any such filings.

MAYOR’S JEWELERS, INC. AND SUBSIDIARIES

REVISED NOTES P AND R TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Years Ended

March 26, 2005, March 27, 2004 and March 29, 2003

P. EMPLOYEE BENEFIT PLANS:

Employee Stock Purchase Plan

In June 1987, the Board of Directors approved an Employee Stock Purchase Plan (“ESPP”), which permits eligible employees, which do not include executives of the Company, to purchase common stock from the Company at 85% of its fair market value through regular payroll deductions. At the Fiscal 2002 Annual Stockholders Meeting, the stockholders of the Company approved 500,000 additional shares of Common Stock to be allocated to the ESPP.

A total of 1,062,500 shares are reserved for issuance under the ESPP of which 552,174 shares have been issued as of March 26, 2005, including 30,285 during Fiscal 2004, none in Fiscal 2003 and 82,561 during Fiscal 2002.

Profit Sharing Plans

In December 1992, the Board of Directors approved the Mayor’s Jewelers, Inc. 401(k) Profit Sharing Plan & Trust (the “Plan”), which permits eligible employees to make contributions to the Plan on a pretax salary reduction basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The Company makes cash contribution of 25% of the employee’s pretax contribution, up to 4% of the employee’s compensation, in any calendar year. The employer match for Fiscal 2004, Fiscal 2003 and Fiscal 2002 were $88,633, $74,313 and $77,402, respectively.

Stock Option Plans

As of March 26, 2005 the Company had 3,304,523 shares of common stock available for grant to its key employees and directors under its 1987 and 1991 Stock Option Plans. Under these plans, the option price must be equal to the market price of the stock on the date of the grant, or in the case of an individual who owns 10% or more of common stock, the minimum price must be 110% of the market price.

Options granted to date generally become exercisable from six months to three years after the date of grant, provided that the individual is continuously employed by the Company, or in the case of directors, remains on the Board of Directors. All options generally expire no more than ten years after the date of grant.

The following is a summary of the activity in the option plans during Fiscal 2004, Fiscal 2003 and Fiscal 2002:


	Fiscal 2004				Fiscal 2003				Fiscal 2002
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	6,031,797		$	2.02	6,358,470		$	2.33	6,561,220		$	3.47
Granted	80,000			0.62	170,000			0.70	2,650,000			0.28
Canceled/Expired	(1,425,834	)		4.21	(496,673	)		5.53	(2,852,750	)		2.73
Exercised	—			—	—			—	—			—

Outstanding at end of year	4,685,963		$	1.33	6,031,797		$	2.02	6,358,470		$	2.33

A summary of the status of the option plans as of March 26, 2005 is presented below:


		Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (In Years)		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$ 0.23 — $ 0.34	2,645,000	7.5	*	$	0.28	2,330,001	$	0.28
$ 0.35 — $ 0.52	45,000	8.3		$	0.42	43,333	$	0.42
$ 0.53 — $ 0.79	210,000	9.1		$	0.72	96,667	$	0.78
$ 0.80 — $ 1.20	263,333	6.8		$	0.94	263,333	$	0.94
$ 1.21 — $ 1.81	162,500	5.8		$	1.53	162,500	$	1.53
$ 1.82 — $ 2.73	705,629	3.4		$	2.41	705,629	$	2.41
$ 2.74 — $ 4.11	474,833	5.4		$	3.65	474,833	$	3.65
$ 4.12 — $ 6.18	98,002	3.5		$	4.68	98,002	$	4.68
$ 6.19 — $ 9.28	20,000	0.3		$	6.44	20,000	$	6.44
$ 9.29 — $13.94	61,666	7.2		$	12.99	61,666	$	12.99

$ 0.23 — $13.94	4,685,963	6.5		$	1.33	4,255,964	$	1.42

*	1,500,000 of these options were granted to the Chief Executive Officer and expire either after ten years or two years after termination of employment. For purposes of the information herein, a term of ten years is used.

R. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):


	Thirteen Weeks Ended
	June 26, 2004			Sep. 25, 2004			Dec. 25, 2004		Mar. 26, 2005
	(In thousands, except per share data)
Net Sales	$	29,138		$	25,483		$	57,237	$	30,851
Gross Profit		12,153			10,602			24,859		13,381
Net (loss) income from continuing operations		(2,472	)		(2,226	)		6,243		(857	)
Basic (loss) earnings per common share from continuing operations		(0.07	)		(0.06	)		0.17		(0.02	)
Diluted (loss) earnings per common share from continuing operations		(0.07	)		(0.06	)		0.07		(0.02	)


	Thirteen Weeks Ended
	June 28, 2003			Sep. 27, 2003			Dec. 27, 2003		Mar. 27, 2004
	(In thousands, except per share data)
Net Sales	$	24,505		$	23,834		$	50,318	$	26,830
Gross Profit		9,904			9,501			21,248		11,407
Net (loss) income from continuing operations		(3,789	)		(5,175	)		4,065		(2,925	)
Basic (loss) earnings per common share from continuing operations		(0.21	)		(0.28	)		0.13		(0.09	)
Diluted (loss) earnings per common share from continuing operations		(0.21	)		(0.28	)		0.04		(0.09	)

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits


Exhibit No.		Description
31.1		Certification by Thomas A. Andruskevich, Chairman of the Board, President and Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14.

31.2		Certification by Lawrence R. Litowitz, Interim Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		MAYOR’S JEWELERS, INC.

Date: July 21, 2005

		/s/ Thomas A. Andruskevich
		Thomas A. Andruskevich,
		Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Signature	Capacity	Date
/s/ THOMAS A. ANDRUSKEVICH Thomas A. Andruskevich	Chairman of the Board, President and Chief Executive Officer	July 21, 2005

/s/ LAWRENCE R. LITOWITZ Lawrence R. Litowitz	Interim Chief Financial Officer (Principal Accounting Officer)	July 21, 2005

/s/ FILIPPO RECAMI Filippo Recami	Director	July 21, 2005

/s/ EMILY BERLIN Emily Berlin	Director	July 21, 2005

/s/ ELIZABETH M. EVEILLARD Elizabeth M. Eveillard	Director	July 21, 2005

/s/ MASSIMO FERRAGAMO Massimo Ferragamo	Director	July 21, 2005

/s/ STEPHEN M. KNOPIK Stephen M. Knopik	Director	July 21, 2005

/s/ ANN SPECTOR LIEFF Ann Spector Lieff	Director	July 21, 2005

/s/ JUDITH R. MACDONALD Judith R. Macdonald	Director	July 21, 2005

MAYORS JEWELERS INC/DE 10-K/A