**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended:**June
                30, 2006**[  
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period ___________to__________Commission
                File Number:**000-32795**





**PrimePlayer
      Incorporated**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            **88-0442629**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)







**2235
                E. Flamingo Road Suite D-4 Las Vegas, Nevada
                89119**(Address
                of principal executive offices)





**702-461-6220**(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) 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 issuer 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 whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [X] Yes [  ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 20,003,807 common shares as of August 7,
      2006





Transitional
      Small Business Disclosure Format (check one): Yes [  ] No [X]






***Table
          of Contents***






**TABLE
                OF CONTENTS**
            **Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Plan
                of Operation
            4Item
                3.
            Controls
                and Procedures
            6**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            8Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            8Item
                3.
            Defaults
                Upon Senior Securities
            8Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            8Item
                5.
            Other
                Information
            8Item
                6.
            Exhibits
            9







2
 ***Table
          of Contents***


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Unaudited
                Balance Sheet as of June 30, 2006;F-2
            UnauditedStatements
                of Operations for the three and six months ended June 30, 2006 and
                2005
                and for the period January 19, 2000 (inception) to June 30, 2006;F-4
            Unaudited
                Statements of Cash Flows for the six months ended June 30, 2006 and
                2005
                and for the period January 19, 2000 (inception) to June 30,
                2006;F-5
            Notes
                to Unaudited Financial Statements;








These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended June 30, 2006
      are
      not necessarily indicative of the results that can be expected for the full
      year.




3
 ***Table
          of Contents***


**PRIMEPLAYER,
                    INCORPORATED****(A
                    Development Stage Company)****BALANCE
                    SHEETS****JUNE
                    30, 2006 AND DECEMBER 31 2005****June
                    30,**
                
                **December
                    31,****2006**
                
                **2005****(Audited)****ASSETS**CURRENT
                    ASSETSCash
                
                $
                -
                
                $
                -Deposit
                
                
                -
                
                
                --
                
                
                -Total
                    current assets
                
                
                -
                
                
                -PROPERTY
                    AND EQUIPMENT - net
                
                
                -
                
                
                -Total
                    assets
                
                $
                -
                
                $
                -**LIABILITIES
                    AND STOCKHOLDERS' DEFICIENCY**CURRENT
                    LIABILITIESAccounts
                    payable and accruals
                
                $
                95,356
                
                $
                61,747Due
                    to shareholder and related parties
                
                
                349,339
                
                
                344,699Total
                    current liabilities
                
                
                444,695
                
                
                406,446Total
                    liabilities
                
                
                444,695
                
                
                406,446STOCKHOLDERS'
                    EQUITYPreferred
                    stock $0.001 par value, 10,000,000 authorized, 0 issued
                
                
                -
                
                
                -Common
                    stock, $0.001 par value, 50,000,000 authorized,20,003,807
                    shares issued and outstanding atJune
                    30,006 and December 31, 2005, respectively
                
                
                20,004
                
                
                20,004Paid
                    in capital in excess of par
                
                
                582,196
                
                
                582,196Prepaid
                    Expenses paid with common stock
                
                
                -
                
                
                (25,000
                )Deficit
                    accumulated in the development stage
                
                
                (1,046,895
                )
                
                (983,646
                )Total
                    stockholders' deficiency
                
                
                (444,695
                )
                
                (406,446
                )Total
                    liabilities and stockholders' deficiency
                
                $
                -
                
                $
                -The
                    accompanying notes are an integral part of the financial statements.
  
 F
          -
          1
 ***Table
          of Contents***


**PRIMEPLAYER,
                    INCORPORATED****(A
                    Development Stage Company)****STATEMENT
                    OF OPERATIONS****FOR
                    THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005****AND
                    FOR THE PERIOD JANUARY 19, 2000 (inception) TO JUNE 30, 2006****PERIOD****JANUARY
                    19, 2000****(inception)****JUNE
                    30**
                
                **JUNE
                    30**
                
                **TO
                    JUNE 30****2006**
                
                **2005**
                
                **2006**REVENUES
                
                $
                -
                
                $
                -
                
                $
                -SELLING
                    GENERAL AND ADMINISTRATIVE EXPENSES
                
                
                58,609
                
                
                1,885
                
                
                668,316Net
                    income (loss) before other income (expenses) andprovision
                    for income taxes
                
                
                (58,609
                )
                
                (1,885
                )
                
                (668,316
                )OTHER
                    INCOME (EXPENSE)Gain
                    (loss) on sale of fixed assets
                
                
                -
                
                
                -
                
                
                (40,631
                )Impairment
                    (write-down)
                
                
                -
                
                
                -
                
                
                (120,480
                )Interest
                    (expense)-related party
                
                
                (4,640
                )
                
                (34,342
                )
                
                (217,468
                )Total
                    other income (expense)
                
                
                (4,640
                )
                
                (34,342
                )
                
                (378,579
                )Net
                    income (loss) before provision for income taxes
                
                
                (63,249
                )
                
                (36,227
                )
                
                (1,046,895
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -Net
                    income (loss)
                
                $
                (63,249
                )
                $
                (36,227
                )
                $
                (1,046,895
                )Net
                    income (loss) per weighted average share, basic
                
                $
                (0.00
                )
                $
                (0.01
                )Weighted
                    average number of shares
                
                
                20,003,807
                
                
                5,676,986The
                    accompanying notes are an integral part of the financial statements.
  
 F
          -
          2
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          of Contents***


**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****STATEMENT
                  OF OPERATIONS****FOR
                  THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005****JUNE
                  30**
              
              **JUNE
                  30****2006**
              
              **2005**REVENUES
              
              $
              -
              
              $
              -SELLING
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              29,649
              
              
              1,385Net
                  income (loss) before other income (expenses) andprovision
                  for income taxes
              
              
              (29,649
              )
              
              (1,385
              )OTHER
                  INCOME (EXPENSE)Gain
                  (loss) on sale of fixed assets
              
              
              -
              
              
              -Impairment
                  (write-down)
              
              
              -
              
              
              -Interest
                  (expense)-related party
              
              
              (2,320
              )
              
              (17,171
              )Total
                  other income (expense)
              
              
              (2,320
              )
              
              (17,171
              )Net
                  income (loss) before provision for income taxes
              
              
              (31,969
              )
              
              (18,556
              )Provision
                  for income taxes
              
              
              -
              
              
              -Net
                  income (loss)
              
              $
              (31,969
              )
              $
              (18,556
              )Net
                  income (loss) per weighted average share, basic
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average number of shares
              
              
              20,003,807
              
              
              5,587,700The
                  accompanying notes are an integral part of the financial statements.




F
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          of Contents***


**PRIMEPLAYER,
                    INCORPORATED****(A
                    Development Stage Company)****STATEMENT
                    OF CASH FLOWS****FOR
                    THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005****AND
                    FOR THE PERIOD JANUARY 19, 2000 (inception) TO JUNE 30, 2006****PERIOD****JANUARY
                    19, 2000****(inception)****JUNE
                    30**
                
                **JUNE
                    30**
                
                **TO
                    JUNE 30****2006**
                
                **2005**
                
                **2006**CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    income (loss)
                
                $
                (63,249
                )
                $
                (36,227
                )
                $
                (1,046,895
                )Adjustments
                    to reconcile net income (loss) to net cash provided (used)by
                    operations:Depreciation
                    and amortization
                
                
                -
                
                
                -
                
                
                42,464Common
                    stock issued for services
                
                
                25,000
                
                
                -
                
                
                158,200Loss
                    on fixed asset sale
                
                
                -
                
                
                
                
                
                40,631Impairment
                    write downs
                
                
                -
                
                
                -
                
                
                109,451Changes
                    in operating assets and liabilities:(Increase)
                    decrease in deposits
                
                
                -
                
                
                -
                
                
                -(Increase)
                    decrease in other assets
                
                
                -
                
                
                -
                
                
                -Increase
                    (decrease) in accounts payable and other accruals
                
                
                33,609
                
                
                1,885
                
                
                168,868-
                
                
                
                
                
                
                
                
                -Net
                    cash provided (used) by operating activities
                
                
                (4,640
                )
                
                (34,342
                )
                
                (527,281
                )CASH
                    FLOW FROM INVESTING ACTIVITIES:Website
                    development costs
                
                
                -
                
                
                -
                
                
                (141,592
                )Payments
                    for fixed assets
                
                
                -
                
                
                -
                
                
                (50,953
                )Net
                    cash provided (used) by investing activities
                
                
                -
                
                
                -
                
                
                (192,545
                )CASH
                    FLOW FROM FINANCING ACTIVITIES:Proceeds
                    from shareholder advances
                
                
                -
                
                
                -
                
                
                553,175Increase
                    in accruals payable -related parties
                
                
                4,640
                
                
                34,342
                
                
                188,171Repayments
                    of shareholder advances
                
                
                -
                
                
                -
                
                
                (21,520
                )Net
                    cash provided (used) by financing activities
                
                
                4,640
                
                
                34,342
                
                
                719,826Net
                    increase (decrease) in cash
                
                
                -
                
                
                -
                
                
                -CASH
                    - BEGINNING
                
                
                -
                
                
                -
                
                
                -CASH
                    - ENDING
                
                $
                -
                
                $
                -
                
                $
                -SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATION:Cash
                    paid for interest expense
                
                $
                -
                
                $
                -
                
                $
                -Cash
                    paid for income taxes
                
                $
                -
                
                $
                -
                
                $
                -The
                    accompanying notes are an integral part of the financial statements.
  
 F
          -
          4
 ***Table
          of Contents***


**PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH JUNE 30, 2006**
 
 BUSINESS
        ACTIVITIES AND HISTORY. In November 2002, in what is commonly accounted for
        as a
        "public shell merger," a controlling interest in Foxy Jewelry, Inc. (referred
        to
        herein as Foxy) was effectively exchanged for 100% of the common stock of
        a
        privately owned company, PrimePlayer, Incorporated (PrimePlayer1). Foxy (which
        is the surviving entity) concurrently changed its name to PrimePlayer,
        Incorporated (the Company).
 
 PrimePlayer1
        was a marketing company that intended to utilize the internet and traditional
        media and nontraditional marketing mediums to advance the interests of its
        clients. In the spring of 2003, the Company refocused its efforts on the
        acquisition and marketing of public or private companies with exceptional
        growth
        potential.
 
 As
        PrimePlayer1, the Company has been in the development stage since the inception
        of a predecessor entity, PrimePlayer, LLC, on January 19, 2000. In preparation
        for the foregoing public shell merger transaction in 2002, PrimePlayer, LLC,
        merged into PrimePlayer, Incorporated, which was formed and commonly-owned
        at
        that time.
 
 In
        connection with the public shell merger, net liabilities of Foxy were first
        distributed to its principal shareholder in a disproportionate spin-off
        transaction resulting in its public shell status and leaving no assets or
        liabilities to merge with PrimePlayer1. For financial accounting purposes,
        the
        transaction was treated similarly to an acquisition of Foxy by, and a
        recapitalization (Note 5) of, PrimePlayer1. Accordingly, the historical
        statements of development stage operations and cash flows presented are those
        of
        PrimePlayer1. Net loss per share is calculated based on average shares
        outstanding, after giving retroactive effect to the
        recapitalization.
 
 BASIS
        OF
        ACCOUNTING. The Company's policy is to prepare its financial statements using
        the accrual basis of accounting in accordance with generally accepted accounting
        principles. The Company has elected December 31 as its annual
        year-end.
  DEVELOPMENT
        STAGE. The Company is in its development stage. The Company since inception
        has
        not commenced its operations, nor has generated sufficient working capital
        to
        pursue its business objectives. The accumulated deficit during its development
        stage is approximately $1,046,000.
  FURNITURE
        AND EQUIPMENT. Furniture and equipment (Note 5) are stated at cost. Depreciation
        is provided using the straight-line method over the estimated useful lives
        of
        the assets.
 
 USE
        OF
        ESTIMATES. The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of reported amounts of revenues
        and
        expenses during the reporting period. Actual results could differ from those
        estimates.
  F
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            5
 ***Table
            of Contents***
 
 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH JUNE 30, 2006**
 
 CASH
        AND
        CASH EQUIVALENTS. Cash and cash equivalents include cash and cash in banks.
        The
        Company maintains cash and cash equivalent balances at a financial institution
        that is insured by the Federal Deposit Insurance Corporation up to
        $100,000.
 
 REVENUE
        RECOGNITION. The Company will recognize revenue upon completion of its services
        to be rendered or delivery of products to its customers. The Company has
        not
        generated revenues since inception
 
 BASIS
        OF
        PRESENTATION. The interim condensed financial statements of PrimePlayer,
        Incorporated (the Company), are un-audited. It is the opinion of the Company's
        management that all adjustments necessary for a fair statement of the interim
        results presented have been reflected therein. Operating revenues and net
        earnings losses for any interim period are not necessarily indicative of
        results
        that may be expected for the entire year.
 
 These
        statements should be read in conjunction with the financial statements and
        related notes that appear in the Company's Annual Report on Form 10-KSB for
        the
        year ended December 31, 2005. The accompanying balance sheet information
        at
        December 31, 2005, was derived from the audited financial statements included
        in
        that report.
 
 2. 
         GOING CONCERN:
 
 As
        shown
        in the accompanying financial statements, the Company has no assets, liabilities
        of approximately $ 444,000, has had no revenue and has incurred cumulative
        net
        losses for the period January 19, 2000 to June 30 2006 of approximately $
        1,046,000. There is no guarantee whether the Company will be able to generate
        enough revenue and/or raise capital to support those operations. This raises
        substantial doubt about the Company's ability to continue as a going
        concern.
 
 It
        is
        management's plan to handle the administrative and reporting requirements
        of a
        public company, and search for potential businesses, products, technologies
        and
        companies for acquisition. Management plans to seek financing for its operations
        for the foreseeable future through debt financing, proceeds from planned
        mergers
        or loans from its principal stockholder and commonly controlled affiliates.
        However, there can be no assurance that these sources will provide sufficient
        cash inflows to enable the Company to achieve its operational objectives
        in the
        short term.
 
 The
        financial statements do not include any adjustments that might result from
        the
        outcome of these uncertainties.
 
 3.  
        COMMITMENTS AND CONTINGENCIES:
 
 OPERATING
        LEASES. The Company was lessee under a non cancelable operating lease agreement
        for computer equipment which was assumed by a related party in 2003 as part
        of
        the fixed asset sale. The Company incurred office rent expense of $63,731
        during
        2003. The company had sublease income from a related party of $ 13,200 in
        2003.
        The office lease was been terminated in 2003.
  F
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 ***Table
            of Contents***
 
 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH JUNE 30, 2006**
 
 4.  
         INCOME TAXES:
 
 As
        of
        December 31, 2005, the Company has generated no revenues and incurred
        substantial losses. However, since the Company was an LLC (which is not a
        tax
        paying entity for federal income tax purposes) prior to 2002, its losses
        through
        2001 have flowed through directly to its members' individual returns. The
        company has a loss carryforward for income tax purposes of approximately
        $
        983,000 which expires annually commencing 2016.
 
 In
        February 1992, the Financial Standards Board issued Statement of Financial
        Accounting Standards No. 109, "Accounting for Income Taxes." Under SFAS No.
        109,
        deferred assets and liabilities are recognized for the estimated future tax
        consequences between the financial statement carrying amounts of the existing
        assets and their respective basis.
 
 Deferred
        assets and liabilities are measured using enacted tax rates in effect for
        the
        year in which temporary differences are expected to be recovered or settled.
        Under SFAS No. 109, the effect on deferred assets and liabilities of a change
        in
        tax rates is recognized in the period that includes the enactment
        date.
 
 The
        major
        components of deferred tax assets not shown in the accompanying balance sheet
        incurred for the year ending as of December 31, 2005 are:
 
 2005Net
                  operating loss carryforward
              
              $
              70,897Allowance
              
              
              (
                  70,897
              )$
              -
 
 Income
        tax rates for the year ending December 31:
 
 2005Statutory
                  federal income tax rate
              
              
              34
              %Valuation
                  allowance
              
              
              (34
              )Effective
                  tax rate
              
              
              -
              %
 
 5.  
         FURNITURE AND EQUIPMENT:
 
 In
        2003,
        all the assets were sold or retired, resulting in a loss of
        $40,631.
 
  F
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 ***Table
            of Contents***
 
 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH JUNE 30, 2006**
 
 6. 
         CAPITALIZATION AND RELATED PARTY TRANSACTIONS:
 
 In
        giving
        retroactive effect to the public shell merger and recapitalization, authorized
        stock of the Company was increased in 2002 to 50,000,000 common shares and
        10,000,000 preferred shares, both $.001 par. Preferred stock may be issued
        in
        various series, and shall have no cumulative or voting rights, no preferences
        or
        limitations, and no pre-emptive rights.
 
 The
        Company's only significant source of recent financing has been loans made
        by the
        majority stockholder and his affiliated companies with interest accruing
        at 15%.
        The total obligations, including interest at June 30, 2006 is
        $349,339.
 
 7.  
         STOCK TRANSACTIONS:
 
 During
        the second quarter of 2003, the Company issued 560,000 shares of the common
        stock in consideration for services received earlier in the year. Since there
        was no recent cash trading in stock, the fair value of the stock issued was
        determined by management based on the estimated fair value of the services
        received of $123,200 ($0.22 per share).
 
 During
        the second quarter of 2004, the Company issued 560,000 shares of the common
        stock in consideration for services received earlier in the year. Since there
        was no recent cash trading in stock, the fair value of the stock issued was
        determined by management based on the estimated fair value of the services
        received of $123,200 ($0.22 per share).
 
 On
        May
        19, 2005, 833,333 shares of common stock, valued at $ 25,000 ($.03 per share)
        were issued is settlement of expense liabilities.
 On
        August
        3, 2005, 40,000 shares of common stock, valued at $ 4,000 ($.10 per share)
        were
        issued is settlement of expense liabilities.
 
 On
        August
        5, 2005, 156,250, shares of common stock, valued at $ 25,000 ($.16 per share)
        were issued is settlement of expense liabilities.
 
 On
        August
        25, 2005, 53,191 shares of common stock, valued at $ 25,000 ($.47 per share)
        were issued is settlement of expense liabilities.
 
 On
        September 19, 2005, 13,333,333 shares of common stock, valued at $ 400,000
        ($.03
        per share) were issued to the major shareholder in partial settlement of
        loans.
 
 8.  
         PROPOSED MERGER AGREEMENT
  On
          June
          2, 2006 the company entered into a letter of intent to merge with CBCA
          Administrators Inc, a privately held, benefit management company that provides
          third party administration for self insured health care employers. Subsequently,
          during the due diligence process, both parties agreed not to
          continue.
  F
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 ***Table
            of Contents***
 
 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH JUNE 30, 2006**
 
 9.  
         NEW ACCOUNTING PRONOUNCEMENTS:
 
 In
        November 2005, the FASB issued Statement of Financial Accounting Standards
        (SFAS) No. 151, Inventory Costs, which clarifies the accounting for abnormal
        amounts of idle facility expense, freight, handling costs, and wasted material.
        SFAS No. 151 will be effective for inventory costs incurred during fiscal
        years
        beginning after June 15, 2005. We do not believe the adoption of SFAS No.
        151
        will have a material impact on our financial statements.
 
 In
        December 2005, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
        which eliminates the exception for nonmonetary exchanges of similar productive
        assets and replaces it with a general exception for exchanges of nonmonetary
        assets that do not have commercial substance. SFAS No. 153 will be effective
        for
        nonmonetary asset exchanges occurring in fiscal periods beginning after June
        15,
        2005. We do not believe the adoption of SFAS No. 153 will have a material
        impact
        on our financial statements.
 
 In
        December 2005, the FASB issued SFAS No. 123 (R) Share-Based Payment, which
        establishes standards for transactions in which an entity exchanges its equity
        instruments for goods or services. This standard requires a public entity
        to
        measure the cost of employee services received in exchange for an award of
        equity instruments based on the grant-date fair value of the award. This
        eliminates the exception to account for such awards using the intrinsic method
        previously allowable under APB Opinion No. 25. SFAS No. 123 (R) will be
        effective for interim or annual reporting periods beginning on or after June
        15,
        2005. We previously adopted the fair value recognition provisions of SFAS
        No.
        123, Accounting for Stock-Based Compensation, on July 1, 2004 and have accounted
        for all awards granted to employees in recent years using the fair value
        recognition method. Accordingly we believe SFAS No. 123(R) may have a material
        impact on financial statements at such time as options are issued.




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**Item
      2.Plan of
      Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Plan
      of Operation**





We
      currently have no business activities. Due to our inability to secure funding,
      we were unable to implement our previous business plan and ceased operations
      on
      March 26, 2003. Since this time, we have attempted to identify and evaluate
      other business and technology opportunities in order to proceed with an active
      business operation.


In
        June
        of 2006, our management was presented with a business opportunity by the
        management of CBCA Administrators, Inc. (“CBCA”) and we signed a letter of
        intent to acquire CBCA. CBCA is a health care service provider for self-insured
        employers that sponsor health care benefits for their employees. During the
        due
        diligence process, both parties agreed to not to proceed forward with the
        proposed transaction. As a result, we are seeking other business opportunities.
        We can provide no assurance that we will successfully be able to identify
        any
        other business of suitable for acquisition.


We
      currently have forecasted the expenditure of approximately $20,000 during the
      next six to twelve months just to remain in compliance with the reporting
      requirements of the Securities Exchange Act of 1934 and to identify additional
      businesses and technology for acquisition. The continuation of our company
      for
      the next 12 months is contingent upon us obtaining additional financing and/or
      acquiring an additional businesses and/or technology. We can provide no
      assurance that we will receive additional financing if sought.


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We
      do not
      anticipate purchasing any real property or significant equipment during the
      next
      12 months.





At
      the
      present time we have no employees other than our sole officer and director,
      Mr.
      Alexander Gilliland. We do not anticipate hiring any employees until such time
      as we are successfully able to acquire any additional businesses and/or
      technology.





**Results
      of Operations for the three and six months ended June 30, 2006 and
      2005**





We
      have
      had no material business operations since March 26, 2003. We did not earn any
      revenues during the three or six months ended June 30, 2005. We have not
      generated any revenue since our inception. We do not anticipate earning any
      revenues until such time as we are able to identify other business opportunities
      or companies for acquisition.





We
      incurred total expenses in the amount of $31,969 for the three months ended
      June
      30, 2006, compared to total expenses of $18,556 for the three months ended
      June
      30, 2005. Our expenses for the three months ended June 30, 2006 consisted of
      interest expense in the amount of $2,320 and selling general and administrative
      expenses of $29,649. Our expenses for the three months ended June 30, 2005
      consisted of interest expense in the amount of $17,171 and selling general
      and
      administrative expenses of $1,385.




We
      incurred total expenses in the amount of $63,249 for the six months ended June
      30, 2006, compared to total expenses of $36,227 for the six months ended June
      30, 2005. Our expenses for the six months ended June 30, 2006 consisted of
      interest expense in the amount of $4,640 and selling general and administrative
      expenses of $58,609. Our expenses for the six months ended June 30, 2005
      consisted of interest expense in the amount of $34,342 and selling general
      and
      administrative expenses of $1,885.





The
      increase in our expenses in the current reporting period when compared to the
      same reporting period in the prior year is primarily attributable to legal
      and
      accounting fees incurred in connection with bringing us into compliance with
      the
      reporting requirements of the Securities and Exchange Act of 1934. We anticipate
      our expenses will further increase if we successfully identify and complete
      the
      acquisition of a business or technology.





We
      incurred a net loss of $31,969 for the three months ended June 30, 2006,
      compared to a net loss of $18,556 for the three months ended June 30, 2005.
      We
      incurred a net loss of $63,249 for the six months ended June 30, 2006, compared
      to a net loss of $36,227 for the six months ended June 30, 2005. Our losses
      for
      the three and six months ended June 30, 2006 have been attributable entirely
      to
      our expenses.




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**Liquidity
      and Capital Resources**





We
      had no
      assets as of June 30, 2006. We had a working capital deficit of $444,695 as
      of
      June 30, 2006. Accordingly, we currently have insufficient working capital
      to
      pursue our plan of operations.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue other business opportunities. In the event we are not able to obtain
      financing within the next 12 months, we may be forced to cease operations.
      We
      currently do not have any formal commitments or arrangements for the advancement
      or loan of funds.





We
      have
      not attained profitable operations and are dependent upon either obtaining
      financing or acquiring another business or technology to continue in existence.
      For these reasons, our auditors have stated in their report that they have
      substantial doubt about our ability to continue as a going concern.





**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2006, there were no off balance sheet arrangements.





**Item
      3.     Controlsand Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of June 30, 2006. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Alexander Gilliland. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of June 30, 2006, our disclosure controls and procedures are effective.
      There have been no changes in our internal controls over financial reporting
      during the quarter ended June 30, 2006.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the


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design
      of
      a control system must reflect the fact that there are resource constraints,
      and
      the benefits of controls must be considered relative to their costs. Because
      of
      the inherent limitations in all control systems, no evaluation of controls
      can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.











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**PART
      II - OTHER INFORMATION**





**Item
      1.     LegalProceedings**





There
      have been no material developments in the ongoing legal proceedings previously
      reported in which we are a party. A complete discussion of our ongoing legal
      proceedings is discussed in our annual report on Form 10-KSB for the year ended
      December 31, 2005.





**Item
      2.     UnregisteredSales of Equity
      Securities and Use of Proceeds**





None





**Item
      3.     Defaultsupon Senior
      Securities**





None





**Item
      4.     Submissionof Matters to a Vote
      of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended June
      30,
      2006.





**Item
      5.  Other
      Information**


On
        June
        13, 2006, the board of directors appointed Mr. Martin Ramirez to serve as
        a
        member of our board of directors.
 
 Prior
        to
        his appointment as a member of our board, Mr. Ramirez most recently served
        as
        senior manager with Houston-based BKD, LLP/Mazars Group, a regional and
        internationally affiliated accounting, auditing and consulting firma. He
        was
        responsible for external audit engagements for publicly traded and privately
        held companies. He also headed the energy practice for the Houston market
        and
        consulted for energy, manufacturing and service-type entities and
        corporations.
 
 From
        2002-2005, Mr. Ramirez was the Director of Finance/Controller for Honeywell
        International's Automation and Control Solutions in Latin America. Honeywell
        is
        a $25+ billion multi-national conglomerate engaged in the manufacture and
        sale
        of industrial and consumer products including: aerospace, automation and
        control
        solutions (ACS), transportation, power systems and specialty
        materials.
 
 At
        Honeywell, Mr. Ramirez was responsible for daily financial reporting for
        the
        $150 million Latin America region as well as maintaining a sound control
        environment including internal controls, performance of site visits and risk
        assessment.







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Prior
        to
        his post at Honeywell, from 1988-2002, Mr. Ramirez served as a Senior Manager
        at
        PriceWaterhouseCoopers/Coopers & Lybrand in El Paso and Houston, Texas, as
        well as Venezuela. At the Big 4 multinational accounting and auditing firm,
        his
        responsibilities included the planning, execution and delivery of external
        audit
        engagements for publicly traded and privately held companies.
 
 Throughout
        his career, Mr. Ramirez has established an expertise in SEC reporting experience
        and Sarbanes-Oxley requirements. He is a graduate from the University of
        Texas
        at El Paso and is active in charitable and volunteer activities in the community
        of El Paso.
 
 There
        are
        no family relationships between Mr. Ramirez and any of our directors or
        executive officers.
 
 Mr.
        Ramirez has not had any material direct or indirect interest in any of our
        transactions or proposed transactions over the last two years.




**Item
      6.      Exhibits**





**Exhibit**
              **Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002








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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**PrimePlayer
                Incorporated**Date:
            August
              7, 2006By: /s/ Alexander
                Gilliland
              Mr.
                Alexander Gilliland
              Title:**Chief
                Executive Officer and Director**









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