U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

[x]  Quarterly Report under Section 13 or 15(d) of the Securities  Exchange Act of 1934

For the quarterly period ended June 30, 2002

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For  the Transition Period
from ________  to  ___________

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Commission File Number: 0-32795

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FOXY JEWELRY, INC.

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

NEVADA                               88-0442629

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(State or other jurisdiction of               (I.R.S. Employer

incorporation or organization)                Identification No.)

2620 So. Maryland Parkway, #402, Las Vegas, Nevada  89109

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(Address of principal executive offices)        (Zip Code)

Issuer's telephone number (702) 471-7106

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act of 1934 during the past 12 months (or 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 [ ]

Check whether the Registrant filed all documents and reports required to  be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.                                      Yes [ ]     No [ ]

The Registrant has 15,000,000 Common Stock, authorized, 2,027,000 shares of Common stock
issued and outstanding, par value $0.001 per share as of September 30, 2002.  Preferred Stock,
$0.001 par value per share, 10,000,000 shares authorized, no Preferred Stock issued nor
outstanding as of September 30, 2002.

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

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

|**Foxy Jewelry, Inc.**                                                                                |                              
|----------------------------------------------------------------------------------------------------- | -----------------------------
|**(a Development Stage Company)**                                                                     |                              
|**Balance Sheet**                                                                                     |                              
|                                                                                                      | (unaudited)
September
30,2002
|**Assets**                                                                                            |                              
|Current assets:                                                                                       |                              
|Cash                                                                                                  | 245                          
|Inventory                                                                                             | 8,224                        
|Total current assets                                                                                  | 8,469                        
|                                                                                                      |                              
|Web development costs, net                                                                            | 1,800                        
|                                                                                                      |                              
|                                                                                                      | 10,269                       
|                                                                                                      |                              
|**Liabilities and Stockholder's Equity**                                                              |                              
|Current liabilities:                                                                                  |                              
|Due to shareholder                                                                                    | 2,100                        
|Total current liabilities                                                                             | 2,100                        
|                                                                                                      |                              
|**Stockholder's equity:**                                                                             |                              
|Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding     | -                            
|Common stock, $0.001 par value, 15,000,000 shares
authorized, 2,027,700 shares issued and outstanding | 2,028                        
|Additional paid-in capital                                                                            | 27,857                       
|(Deficit) accumulated during development stage                                                        | (21,716)                     
|                                                                                                      | 8,169                        
|                                                                                                      |                              
|                                                                                                      | 10,269                       

|**Foxy Jewelry, Inc.**

**(a Development Stage Company)****Statements of Operations****(unaudited)**
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|                                                                                                    
|Revenue                                                                                             
|                                                                                                    
|**Expenses:**                                                                                       
|General and
administrative
expenses                                                                 
|Amortization                                                                                        
|**Total expenses**                                                                                  
|Net (loss)                                                                                          
|Weighted average
number of common
shares outstanding -
basic and fully diluted                      
|Net (loss) per share -
basic & fully diluted                                                        

|**Foxy Jewelry, Inc.**

**(a Development Stage Company)****Statements of Cash Flows****(unaudited)**
|----------------------------------------------------------------------------------------------------
|                                                                                                    
|                                                                                                    
|**Cash flows from operating activities**                                                            
|Net (loss)                                                                                          
|Amortization                                                                                        
|Shares issued for services                                                                          
|Adjustments to reconcile net (loss) to net cash
(used) by operating activities:                     
|(Increase) in inventory                                                                             
|Net cash (used) by operating activities                                                             
|                                                                                                    
|**Cash flows from investing activities**                                                            
|Website development costs                                                                           
|Net cash (used) by investing activities                                                             
|**Cash flows from financing activities**                                                            
|Common stock                                                                                        
|Increase in due from shareholder                                                                    
|Net cash provided by financing activities                                                           
|Net increase (decrease) in cash                                                                     
|Cash - beginning                                                                                    
|Cash - ending                                                                                       
|**Supplemental disclosures:**                                                                       
|Interest paid                                                                                       
|Income taxes paid                                                                                   
|**Non-cash investing and financing activities:**                                                    
|Number of shares issued for services and inventory                                                  

**Foxy Jewelry, Inc.**

(a Development Stage Company)

*Notes*

**Note 1 - Basis of presentation**

The interim financial statements included herein, presented in accordance with United States
generally accepted accounting principles and stated in US dollars, have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in
the opinion of management, are necessary for fair presentation of the information contained
therein.  It is suggested that these interim financial statements be read in conjunction with the
financial statements of the Company for the period ended December 31, 2001 and notes thereto
included in the Company's Form 10-KSB.  The Company follows the same accounting policies in
the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

**Note 2 - Going concern**

These financial statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. As at September 30,
2002, the Company has accumulated operating losses of approximately $21,716 since inception.
The Company's ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve and maintain
profitable operations.  Management plans to raise equity capital to finance the operating and
capital requirements of the Company.  Amounts raised will be used to further development of the
Company's products, to provide financing for marketing and promotion, to secure additional
property and equipment, and for other working capital purposes.  While the Company is
expending its best efforts to achieve the above plans, there is no assurance that any such activity
will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going
concern.  These financial statements do not include any adjustments that might arise from this
uncertainty.

**Note 3 ­ Web development costs**

The Company has developed a website costing $3,000 which is capitalizable pursuant to EITF
No. 00-2 "Accounting for Website Development Costs" as defined therein.  The Company has
recorded amortization expense in the amount of $450 during the nine months ending September
30, 2002 and $500 during the nine months ending September 30, 2001.

**Note 4 - Related party transactions**

On May 3, 2002, the Company's president, director and shareholder of the Company loaned the
Company $500, which is considered due to shareholder.  The amount is due upon demand and
bears no interest.

During the quarter ended September 30, 2002, the Company's president, director and shareholder
of the Company loaned the Company $1,600, which is considered due to shareholder.  The
amount is due upon demand and bears no interest.

As of September 30, 2002, the total amount due to shareholder is $2,100.

The Company does not lease or rent any property.  Office services are provided without charge
by a director.  Such costs are immaterial to the financial statements and, accordingly, have not
been reflected therein.  The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in selecting between
the Company and their other business interests.  The Company has not formulated a policy for
the resolution of such conflicts.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

On November 8, 2002, Articles of Merger were filed with the Nevada Secretary of State by
which a statutory Merger was accomplished between Foxy Jewelry, Inc. and PrimePlayer
Incorporated, a Nevada Corporation.  As a part of the Articles of Merger, the name of this
Corporation was changed to PrimePlayer Corporation.  We have insufficient information
available to provide the substance of a Management Discussion and Analysis regarding the
merged corporations and will file an amendment to this Form 10-QSB as soon as such
information is available.

PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

None.

ITEM 5.  Other Information

Gary S. Marrone, MD has been appointed as an additional director to serve with Michael Fox
until the next meeting of shareholder.  Dr. Marrone is the founder and was an officer and director
of PrimePlayer Incorported, the corporation merged into Foxy Jewelry.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

99.1  Certification Pursuant to Section 1350 to Chapter 63 of Title 18 of the United States Code
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

The Company filed a Current Report dated February 15, 2002, pursuant to Item 5 ("Other Events
and Regulation FD Disclosure") entitled "Change of Company Address."

SIGNATURES

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

Foxy Jewelry, Inc.

(Registrant)

Dated: November 14, 2002

By: /s/ Gary S. Marrone

Dr. Gary S. Marrone

Chairman of the Board

President,

Chief Financial Officer