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:September
                30, 2004[ 
                ]
            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, NV
                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 March 20,
      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
            7Item
                2:
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            7Item
                3:
            Defaults
                Upon Senior Securities
            7Item
                4:
            Submission
                of Matters to a Vote of Security Holders
            7Item
                5:
            Other
                Information
            7Item
                6:
            Exhibits
            7


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:





(a)
            Balance
                Sheet as of September 30, 2004 and December 31,
                2003;


(b)
            Statements
                of Operations for the nine months ended September
                30, 2004 and 2003;


(c)
            Statements
                of Operations for the three months ended September
                30, 2004 and 2003;


(d)
            Statements
                of Cash Flows for the nine months ended September
                30, 2004 and 2003;


(e)
            Notes
                to 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 September 30,
      2004
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3
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          of Contents***


**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****BALANCE
                  SHEETS****SEPTEMBER
                  30, 2004 AND DECEMBER 31 2003****September
                  30,**
              
              **December
                  31,****2004**
              
              **2003****(Audited)****ASSETS**CURRENT
                  ASSETSCash
              
              
              
              
              $
              -
              
              $
              -Deposit
              
              
              
              
              
              -
              
              
              -.Total
                  current assets
              
              
              
              
              
              -
              
              
              -PROPERTY
                  AND EQUIPMENT - net
              
              
              
              
              
              -
              
              
              -Total
                  assets
              
              
              
              
              $
              -
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY**CURRENT
                  LIABILITIESAccounts
                  payable and accruals
              
              
              
              
              $
              99,957
              
              $
              98,457Due
                  to shareholder and related parties
              
              
              
              
              
              671,921
              
              
              620,408Total
                  current liabilities
              
              
              
              
              
              771,878
              
              
              718,865Total
                  liabilities
              
              
              
              
              
              771,878
              
              
              718,865STOCKHOLDERS'
                  EQUITYPreferred
                  stock $0.001 par value, 10,000,000 authorized, 0 issued
              
              
              
              
              
              -
              
              
              -Common
                  stock, $0.001 par value, 50,000,000 authorized,5,587,700
                  issued and outstanding atSeptember
                  30, 2004 and December 31, 2003, respectively
              
              
              
              
              
              5,588
              
              
              5,588Paid
                  in capital in excess of par
              
              
              
              
              
              117,612
              
              
              117,612Deficit
                  accumiulated in the development stage
              
              
              
              
              
              (895,078
              )
              
              (842,065
              )Total
                  stockholders' deficiency
              
              
              
              
              
              (771,878
              )
              
              (718,865
              )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 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003****AND
                  FOR THE PERIOD JANUARY 19, 2000 (inception) TO SEPTEMBER 30, 2004****PERIOD****JANUARY
                  19, 2000****(inception)****SEPTEMBER
                  30**
              
              **SEPTEMBER
                  30**
              
              **TO
                  SEPTEMBER 30****2004**
              
              **2003**
              
              **2004**REVENUES
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -SELLING
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              
              
              
              1,500
              
              
              342,043
              
              
              590,222Net
                  income (loss) before other income (expenses) andprovision
                  for income taxes
              
              
              
              
              
              (1,500
              )
              
              (342,043
              )
              
              (590,222
              )OTHER
                  INCOME (EXPENSE)Gain
                  (loss) on sale of fixed assets
              
              
              
              
              
              -
              
              
              -
              
              
              (40,631
              )Imparement
                  (writedown)
              
              
              
              
              
              
              
              
              -
              
              
              (120,480
              )Interest
                  (expense)-related party
              
              
              
              
              
              (51,513
              )
              
              (46,069
              )
              
              (109,402
              )Total
                  other income (expense)
              
              
              
              
              
              (51,513
              )
              
              (46,069
              )
              
              (270,513
              )Net
                  income (loss) before provision for income taxes
              
              
              
              
              
              (53,013
              )
              
              (388,112
              )
              
              (860,735
              )Provision
                  for income taxes
              
              
              
              
              
              -
              
              
              -
              
              
              -Net
                  income (loss)
              
              
              
              
              $
              (53,013
              )
              $
              (388,112
              )
              $
              (860,735
              )Net
                  income (loss) per weighted average share, basic
              
              
              
              
              $
              (0.01
              )
              $
              (0.07
              )Weighted
                  average number of shares
              
              
              
              
              
              5,587,700
              
              
              5,400,347The
                  accompanying notes are an integral part of the financial statements.







F
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          2
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            of Contents***


**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****STATEMENT
                  OF OPERATIONS****FOR
                  THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003****SEPTEMBER
                  30**
              
              **SEPTEMBER
                  30****2004**
              
              **2003**REVENUES
              
              
              
              
              $
              -
              
              $
              -SELLING
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              
              
              
              500
              
              
              43,943Net
                  income (loss) before other income (expenses) andprovision
                  for income taxes
              
              
              
              
              
              (500
              )
              
              (43,943
              )OTHER
                  INCOME (EXPENSE)Gain
                  (loss) on sale of fixed assets
              
              
              
              
              
              -
              
              
              -Imparement
                  (writedown)
              
              
              
              
              
              
              
              
              -Interest
                  (expense)-related party
              
              
              
              
              
              (17,171
              )
              
              (17,054
              )Total
                  other income (expense)
              
              
              
              
              
              (17,171
              )
              
              (17,054
              )Net
                  income (loss) before provision for income taxes
              
              
              
              
              
              (17,671
              )
              
              (60,997
              )Provision
                  for income taxes
              
              
              
              
              
              -
              
              
              -Net
                  income (loss)
              
              
              
              
              $
              (17,671
              )
              $
              (60,997
              )Net
                  income (loss) per weighted average share, basic
              
              
              
              
              $
              (0.00
              )
              $
              (0.01
              )Weighted
                  average number of shares
              
              
              
              
              
              5,587,700
              
              
              5,587,700The
                  accompanying notes are an integral part of the financial statements.








F
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          3
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            of Contents***


**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****STATEMENT
                  OF CASH FLOWS****FOR
                  THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003****AND
                  FOR THE PERIOD JANUARY 19, 2000 (inception) TO SEPTEMBER 30, 2004****PERIOD****JANUARY
                  19, 2000****(inception)****SEPTEMBER
                  30**
              
              **SEPTEMBER
                  30**
              
              **TO
                  SEPTEMBER 30****2004**
              
              **2003**
              
              **2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              
              
              
              $
              (53,013
              )
              $
              (388,112
              )
              $
              (895,077
              )Adjustments
                  to reconcile net income (loss) to net cash provided (used)by
                  operations:Depreciation
                  and amortization
              
              
              
              
              
              -
              
              
              8,925
              
              
              42,464Common
                  stock issued for services
              
              
              
              
              
              -
              
              
              123,200
              
              
              123,200Loss
                  on fixed asset sale
              
              
              
              
              
              -
              
              
              
              
              
              40,631Impairment
                  writedowns
              
              
              
              
              
              
              
              
              -
              
              
              109,451Changes
                  in operating assets and liabilities:(Increase)
                  decrease in deposits
              
              
              
              
              
              -
              
              
              -
              
              
              -(Increase)
                  decrease in other assets
              
              
              
              
              
              
              
              
              (272
              )
              
              -Increase
                  (decrease) in accounts payable and other accruals
              
              
              
              
              
              1,500
              
              
              82,630
              
              
              125,469Net
                  cash provided (used) by operating activities
              
              
              
              
              
              (51,513
              )
              
              (173,629
              )
              
              (453,862
              )CASH
                  FLOW FROM INVESTING ACTIVITIES:Website
                  development costs
              
              
              
              
              
              -
              
              
              -
              
              
              (141,593
              )Payments
                  for fixed assets
              
              
              
              
              
              -
              
              
              -
              
              
              (50,953
              )Net
                  cash provided (used) by investing activities
              
              
              
              
              
              -
              
              
              -
              
              
              (192,546
              )CASH
                  FLOW FROM FINANCING ACTIVITIES:Proceeds
                  from shareholder advances
              
              
              
              
              
              -
              
              
              126,396
              
              
              553,175Increase
                  in accruals payable -related parties
              
              
              
              
              
              51,513
              
              
              46,069
              
              
              114,753Repayments
                  of shareholder advances
              
              
              
              
              
              -
              
              
              -
              
              
              (21,520
              )Net
                  cash provided (used) by financing activities
              
              
              
              
              
              51,513
              
              
              172,465
              
              
              646,408Net
                  increase (decrease) in cash
              
              
              
              
              
              -
              
              
              (1,164
              )
              
              -CASH
                  - BEGINNING
              
              
              
              
              
              -
              
              
              1,169
              
              
              -CASH
                  - ENDING
              
              
              
              
              $
              -
              
              $
              5
              
              $
              -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
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          of Contents***


**PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH SEPTEMBER 30, 2004**
 
 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 $ 895,000.
  FURNITURE
        AND EQUIPMENT. Furniture and equipment 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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            of Contents***
 
 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH SEPTEMBER 30, 2004**
 
 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.
 
 BASIS
        OF
        PRESENTATION. The interim condensed financial statements of PrimePlayer,
        Incorporated (the Company), are unaudited. 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, 2003. The accompanying balance sheet information
        at
        December 31, 2003, was derived from the audited financial statements included
        in
        that report.
 
 2.
        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 has sublease income from a related party of $ 13,200 in
        2003.
        The office lease was been terminated in 2003.
 
 3.
        INCOME
        TAXES:
 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 nine months ending September 30, 2004 are:
 
 2004Net
                  operating loss carryforward
              
              $
              53,013Allowance
              
              
              (
                  53,013
              )$
              -
 
 Income
        tax rates for the nine months ending September 30 2004:
 
 2004Statutory
                  federal income tax rate
              
              
              34
              %Valuation
                  allowance
              
              
              (34
              )Effective
                  tax rate
              
              
              -
              %
 
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 ***Table
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  **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH SEPTEMBER 30, 2004**
 
 4.
        FURNITURE AND EQUIPMENT:
 
 In
        2003,
        all the assets were sold or retired, resulting in a loss of
        $40,631.
 
 5.
        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 financing has been loans made by the
        majority stockholder and his affiliated companies interest accruing at 15%.
        The
        total obligations, including interest at as of September 30, 2004 is
 $
        671,921.
 
 6.
        GOING
        CONCERN:
 
 As
        shown
        in the accompanying financial statements, the Company has no assets, liabilities
        of approximately $ 771,000, has had no revenue and has incurred cumulative
        net
        losses for the period January 19, 2000 to September 30, 2004 of approximately
        $
        895,000. 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.
 
 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).
 
  F
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 **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND THE
        CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH SEPTEMBER 30, 2004**
 
 8.
         NEW ACCOUNTING PRONOUNCEMENTS:
 
 In
        November 2004, 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 2004, 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 2004, 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, 2003 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.     Planof
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends 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 is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s 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 the operations and future
      prospects of the Company 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 be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s 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. At the present time, we have not identified any other
      business and/or technology opportunities that our management believes are
      consistent with the best interest of the company. Our plan of operations is
      to
      continue our attempts to identify and evaluate other business and technology
      opportunities in order to proceed with an active business operation. Due to
      our
      lack of success in generating any discussions, we plan to retain a consultant
      to
      assist us identifying additional business and/or technology for acquisition,
      but
      have not retained a consultant at the present time.




We
      can
      provide no assurance that we will be successful in acquiring other businesses
      or
      technology due to our limited working capital. We anticipate that if we are
      successfully able to identify any technology or business for acquisition, we
      will require additional financing in order for us to complete the acquisition.
      We can provide no assurance that we will receive additional financing if sought.





We
      currently have forecasted the expenditure of approximately $20,000 during the
      next six to twelve months in order 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 completion of our business plan
      for the next 12 months is contingent upon us obtaining additional financing.
      If
      we are unable to obtain additional financing, our business plan will be
      significantly impaired. We do not have any formal commitments or arrangements
      for the sales of stock or the advancement or loan of funds. If we are successful
      and identify a business or technology to acquire, we will need additional
      financing to complete this acquisition.


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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 able acquire any additional businesses and/or technology.





**Assets**





As
      of
      September 30, 2004, we had no assets.





**Liabilities
      and Stockholders Equity**





Our
      total
      liabilities as of September
      30, 2004 were $771,878
      and consisted
      of accounts
      payable in the amount of $99,957 and money due to shareholder and related
      parties in the amount of $671,921 .





As
      of
      September 30, 2004, total stockholders’ deficiency was $771,878.




**Results
      of Operations**





We
      have
      had no material business operations since March 26, 2003. We did not earn any
      revenues during the three or nine months ended September 30, 2004. 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 expenses in the amount of $500 for the three months ended September
      30,
      2004, compared to expenses of $43,943 for the three months ended September
      30,
      2003. We incurred expenses in the amount of $1,500 for the nine months ended
      September 30, 2004, compared to expenses of $342,043 for the nine months ended
      September 30, 2003. Our operating expenses for the three and nine months ended
      September 30, 2004 and 2003 were entirely attributable to selling, general
      and
      administrative expenses. Our operating expenses in the current reporting period
      decreased significantly when compared to the same reporting period in the prior
      year as a result of us ceasing operations on March 26, 2003. We anticipate
      our
      operating expenses will increase if we are successful and identify a business
      or
      technology to acquire.





We
      incurred a net loss of $17,671 for the three months ended September 30, 2004,
      compared to a net loss of $60,997 for the three months ended September 30,
      2003.
      We incurred a net loss of $53,013 for the nine months ended September 30, 2004,
      compared to a net loss of $388,112 for the nine months ended September 30,
      2003.
      Our losses for the three and nine months ended September 30, 2004 and 2003
      have
      been attributable entirely to operating expenses.





**Liquidity
      and Capital Resources**





We
      had no
      assets as of September 30, 2004 and December 31, 2003. We had a working capital
      deficit of $771,878 as of September 30, 2004. Accordingly, we currently have
      insufficient working capital to pursue our plan of operations.


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We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue our plan of operations. The completion of our business plan for the
      next
      12 months is contingent upon us obtaining additional financing. In the event
      we
      are not able to obtain financing within the next 12 months, our business plan
      will be significantly delayed and 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 obtaining financing
      to
      complete an acquisition of another business or technology. 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
      September 30, 2004, 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 September 30, 2004. 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 September 30, 2004, our disclosure controls and procedures are
      effective. There have been no significant changes in our internal controls
      over
      financial reporting during the quarter ended September 30, 2004 that have
      materially affected or are reasonably likely to materially affect such controls.





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. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the 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.     Legal
      Proceedings**





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, 2003.





**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
      September 30, 2004.





**Item
      5.     Other
      Information**





None





**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








7
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          of Contents***





**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:
            May
                25, 2006By:
                /s/  Alexander
                Gilliland
              Alexander
                Gilliland
              Title:**Chief
                Executive Officer, Chief Financial Officer,**
              **and Director**









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