U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

            For the transition period from ___________ to ___________


                         Commission File Number: 0-32795

                            PRIMEPLAYER INCORPORATED
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

              NEVADA                                      88-0442629
      (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                 Identification Number)

     3993 Howard Hughes Parkway, Suite 270
     Las Vegas, Nevada                                      89109
     (Address of principal executive offices)             (Zip Code)

                    Issuer's telephone number (702) 892-9502

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 [ ]                  No [X]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The Registrant has 5,027,700 common shares issued and  outstanding,  as of March
31, 2003. Preferred shares none issued nor outstanding as of March 31, 2003.

Traditional Small Business Disclosure Format (check one)

            Yes [ ]     No [X]

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.......................................   3
          Balance Sheet (unaudited)..................................   3
          Statements of Development Stage Operations (unaudited).....   4
          Statements of Stockholders' Equity Deficiency (unaudited)..   5
          Statements of Cash Flows (unaudited).......................   6
          Notes to Financial Statements..............................   7

Item 2.   Management's Discussion and Analysis or Plan of Operation..   8

Item 3.   Controls and Procedures....................................  12

PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K...........................  12

Signatures...........................................................  13

Certifications.......................................................  14



                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
-----------------------------------------------------------------------------------

                                                          MARCH 31,    DECEMBER 31,
                                                            2003           2002
                                                          ---------    ------------
                                                        (Unaudited)
<S>                                                     <C>            <C>
ASSETS
 Current assets:
    Cash ..............................................   $     353    $   1,169
    Other .............................................       4,113
                                                          ---------    ---------
                                                              4,466        1,169
 Furniture and equipment,
 net of accumulated depreciation ......................      46,581       49,556
 Deposit ..............................................      15,000       15,000
                                                          ---------    ---------
                                                          $  66,047    $  65,725
                                                          =========    =========
 LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
 Current liabilities:
    Accounts payable ..................................   $  69,778    $ 122,470
    Accrued expenses ..................................     177,200       69,150
    Other .............................................       3,239
                                                          ---------    ---------
                                                            250,217      191,620
                                                          ---------    ---------
 Due to shareholders ..................................     435,045      261,992
                                                          ---------    ---------
 Stockholders' equity deficiency:
    Preferred stock, $.001 par value, 10,000,000 shares
         authorized, none issued and outstanding
    Common stock, $.001 par value, 50,000,000 shares
         authorized, 5,027,700 issued and outstanding .       5,028        5,028
    Additional paid-in-capital deficiency .............      (5,028)      (5,028)
    Deficit accumulated in the development stage ......    (619,215)    (387,887)
                                                          ---------    ---------
                                                           (619,215)    (387,887)
                                                          ---------    ---------
                                                          $  66,047    $  65,725
                                                          =========    =========
</TABLE>

See notes to financial statements.

                                       3

<PAGE>


<TABLE>
<CAPTION>
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENTS OF DEVELOPMENT STAGE OPERATIONS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2003, AND 2002 AND THE CUMULATIVE
PERIOD FROM JANUARY 19, 2000, THROUGH MARCH 31, 2003
(Unaudited)
---------------------------------------------------------------------------------------------------

                                                Three-Month Periods Ended               From
                                                        March 31                  January 19, 2000,
                                                --------------------------       (inception) through
                                                   2003            2002           March 31, 2003
                                                -----------    -----------       -------------------
<S>                                             <C>            <C>                 <C>
Selling, general, and administrative expenses   $   225,176                        $   463,591

Interest expense-related party ..............         9,452                             38,443

Less other income ...........................        (3,300)                            (3,300)
                                                -----------    -----------         -----------

Loss before impairment write-down ...........       231,328           --               498,734

Impairment write-down .......................                                          120,481
                                                -----------    -----------         -----------

NET LOSS ....................................   $  (231,328)   $      --           $  (619,215)
                                                ===========    ===========         ===========

NET LOSS PER COMMON SHARE ...................   $     (0.05)   $      --           $     (0.13)
                                                ===========    ===========         ===========

Weighted average number of
shares outstanding ..........................     5,027,700      5,027,700           4,941,333
                                                ===========    ===========         ===========
</TABLE>


See notes to financial statements.

                                       4

<PAGE>


<TABLE>
<CAPTION>
STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY
FOR THE THREE MONTHS ENDED MARCH 31, 2003 (Unaudited), YEARS ENDED DECEMBER 31,
2002 AND 2001, AND THE CUMULATIVE PERIOD FROM JANAURY 19, 2000 THROUGH MARCH 31, 2003
-------------------------------------------------------------------------------------------------------------------

                                                                                                         TOTAL
                                                    COMMON STOCK         ADDITIONAL                   STOCKHOLDERS'
                                                ---------------------   PAID-IN-CAPITAL  ACCUMULATED     EQUITY
                                                  SHARES    PAR VALUE    (DEFICIENCY)       DEFICIT    DEFICIENCY
                                                ---------   ---------   ---------------  -----------  -------------
<S>                                             <C>         <C>         <C>              <C>          <C>
FROM INCEPTION OF DEVELOPMENT STAGE,
JANUARY 19, 2000, TO DECEMBER 31, 2000:
  Balances outstanding at inception of
    development stage .......................   1,500,000   $   1,500   $     2,000      $  (2,011)   $       1,489
  Shares issued pursuant to Rule 504 offering     527,700         528        25,857                          26,385
  Retroactive recapitalization for shares
    issued in public shell merger ...........   3,000,000       3,000       (32,885)         2,011          (27,874)
  Net loss ..................................                                              (44,691)         (44,691)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, December 31, 2000, after
   retroactive recapitalization .............   5,027,700       5,028        (5,028)       (44,691)         (44,691)


YEAR ENDED DECEMBER 31, 2001:
  Net loss ..................................                                              (24,195)         (24,195)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, December 31, 2001 ...............   5,027,700       5,028        (5,028)       (68,886)         (68,886)

YEAR ENDED DECEMBER 31, 2002:
  Net loss ..................................                                             (319,001)        (319,001)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, December 31, 2002 ...............   5,027,700   $   5,028   $    (5,028)     $(387,887)   $    (387,887)


THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
  Net loss ..................................                                             (231,328)        (231,328)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, March 31, 2003 ..................   5,027,700   $   5,028   $    (5,028)     $(619,215)    $   (619,215)
                                                =========   =========   ============     ===========   ============
</TABLE>




See notes to financial statements.

                                       5

<PAGE>


<TABLE>
<CAPTION>

PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH-PERIODS ENDED MARCH 31, 2003, AND 2002, AND THE CUMULATIVE
PERIOD FROM JANUARY 19, 2000, THROUGH MARCH 31, 2003
-------------------------------------------------------------------------------------------

                                                 Three months
                                                ended March 31,      From January 19, 2000,
                                            ----------------------    (inception) through
                                               2003        2002          March 31, 2003
                                            ---------    ---------   ----------------------
<S>                                         <C>          <C>         <C>

Net cash used in operating activities ...   $(164,416)   $    --          $(207,181)
                                            ---------    ---------        ---------

Net cash used in investing activities ...        --           --           (192,546)
                                            ---------    ---------        ---------

Net cash provided by financing activities     163,600         --            400,080
                                            ---------    ---------        ---------

Net increase (decrease) in cash .........        (816)        --                353
Cash, beginning .........................       1,169           39               --
                                            ---------    ---------        ---------

Cash, ending ............................   $     353    $      39        $     353
                                            =========    =========        =========
</TABLE>


See notes to financial statements.


                                       6

<PAGE>

PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND THE CUMULATIVE PERIOD
FROM JANAURY 19, 2000 THROUGH MARCH 31, 2003
--------------------------------------------------------------------------------

1.       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 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, 2002.  The  accompanying  balance sheet  information at
December 31, 2002, was derived from the audited financial statements included in
that report.

2.       Commitments and contingencies.

Going concern. The accompanying financial statements have been prepared assuming
that the  company  will  continue  as a going  concern.  Its ability to exit the
development stage and do so is dependent on obtaining sufficient cash inflows to
continue its activities. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

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,  currently under
negotiation,  or proceeds  from  planned  mergers  and 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.


3.       Subsequent events.

Subsequent to the end of the period  presented,  the Company issued an aggregate
of 560,000  shares of the Company's  common stock to a number of  individuals in
consideration for services received during the first three months of 2003. Since
there was no recent cash trading in stock,  the fair value of the stocks  issued
was  determined  by management  based on the estimated  value of the services at
$0.22 per share,  and the  related  liability  of  $123,200  is  included in the
financial statements presented.

                                       7

<PAGE>


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

Forward-Looking Statements

            This Form 10-QSB includes,  without  limitation,  certain statements
containing the words  "believes",  "anticipates",  "estimates",  "intends",  and
words of a similar nature,  constitute  "forward-looking  statements" within the
meaning  of the  Private  Securities  Litigation  Reform  Act of 1995.  This Act
provides a "safe harbor" for  forward-looking  statements to encourage companies
to provide  prospective  information  about them so long as they identify  these
statements  as forward  looking and provide  meaningful,  cautionary  statements
identifying important factors that could cause actual results to differ from the
projected results.  All statements other than statements of historical fact made
in this Form 10-QSB are  forward-looking.  In particular,  the statements herein
regarding  industry  prospects  and future  results of  operations  or financial
position are  forward-looking  statements.  Forward-looking  statements  reflect
management's  current  expectations  and are  inherently  uncertain.  Our actual
results may differ significantly from our management's expectations.

(a)      Plan of Operation

         PrimePlayer   Incorporated   (f/k/a  Foxy  Jewelry,   Inc.),  a  Nevada
corporation  ("PrimePlayer"),   the  ("Company")  or  the  ("Registrant")  is  a
development  stage company,  which was incorporated  December 12, 1997 under the
name,  The  Business  Inn.  We  were  originally  going  to be  involved  in the
acquisition of rental properties. Although there was some effort to conduct real
estate business during this time there were no transactions or agreements during
this period.  On June 7, 1998,  Mike Fox took control of our company and changed
our name from The  Business  Inn to Foxy  Jewelry  in order to pursue a business
plan related to the jewelry business.  On November 8, 2002, Foxy Jewelry entered
into a Merger and Plan of Agreement with PrimePlayer Incorporated (the "Merger")
with  a   then   privately-held   company   called   PrimePlayer,   Incorporated
("PrimePlayer  1"). At the time of the Merger,  PrimePlayer  was involved in the
acquisition,  development,  and  commercial  operation  of an  internet  website
devoted to  providing  information,  equipment  and  services  related to sports
medicine,    physical   training,    orthopedic    reconstruction   and   injury
rehabilitation.

         On March 26, 2003, we announced that we would indefinitely  suspend our
Internet  projects  and our current  business  plan and  commenced  to focus our
efforts  exclusively  on the  acquisition  and  marketing  of public or  private
entities with exceptional  growth potential.  As part of this new business plan,
we will attempt to locate and negotiate with a business entity for the merger of
a target  company with us or other  combination by means of stock  exchange.  In
certain instances,  the business combination may be effected through a merger or
stock  exchange  with one of our future  subsidiaries  or a target  company.  No
assurances  can be given that we will be successful  in locating or  negotiating
with any target  company.  Under our new business  plan, we believe that we will
provide a method for a foreign or domestic private company to become a reporting
("public")  company  whose  securities  are  qualified for trading in the United
States  secondary  market.  Although no  assurances  can be made that we will be
successful in this arena.


                                       8
<PAGE>

(b)         Loss Per Share

            We adopted the  provisions  of  Statement  Of  Financial  Accounting
Standards ("SFAS") No. 128, "Earnings Per Share" that established  standards for
the  computation,  presentation  and  disclosure of earnings per share  ("EPS"),
replacing the  presentation  of Primary EPS with a presentation of Basic EPS. It
also requires dual  presentation of Basic EPS and Diluted EPS on the face of the
income  statement  for entities  with  complex  capital  structures.  We did not
present Diluted EPS since we have a simple capital structure.

(c)         Liquidity and Capital Resources

            As  discussed  in Note 2 to the  financial  statements,  we have had
limited  operations and have not commenced  planned  principal  operations.  The
financial  statements  have been  prepared  assuming  that we will  continue  to
operate as a going concern,  which  contemplates the realization of assets,  the
settlement of  liabilities  in the normal course of business.  No adjustment has
been  made  to  the  recorded  amount  of  assets  or  the  recorded  amount  or
classification  of  liabilities  which  would be  required  if we were unable to
continue our operations.

As a  result  of our  accumulated  losses  and  resultant  working  capital  and
stockholders'  equity  deficiencies,  and our  lack of  operating  history,  our
auditors,  in their report  dated May 15, 2003,  included on our Form 10-KSB for
the fiscal year ended December 31, 2002,  expressed  substantial doubt as to our
ability  to  exit  the  development  stage  and  continue  as a  going  concern.
Nevertheless,  our management  believes that we may have sufficient cash to meet
our  operational  needs for the next twelve  months  primarily  through a verbal
agreement with Gary S. Marrone,  our former Chairman and Chief Executive Officer
and our  largest  shareholder  ("Marrone")  to  provide  such  cash to meet  our
operational  needs.  Marrone has provided us, from time to time, with such funds
since the Merger and  intends to  continue  to provide  such funds  until we can
generate our own funds or enter into merger or other  agreements or arrangements
with others, which would allow us to cover our own expenses.  However, there can
be no  assurances  that Marrone will continue to provide such fund or enter into
other  agreements or  arrangements  since we have had no significant  operations
creating  significant  revenues  to date  and our need for  capital  may  change
dramatically  if it acquires an interest in a business  opportunity  during that
period.

            Our current operating plan is to: (i) handle the  administrative and
reporting  requirements  of a public  company,  and (ii)  search  for  potential
businesses, products, technologies and companies for acquisition. At present, we
have  no   understandings,   commitments  or  agreements  with  respect  to  the
acquisition of any business venture,  and there can be no assurance that we will
identify a business  venture  suitable for  acquisition in the future.  Further,
there  can be no  assurance  that we would be  successful  in  consummating  any
acquisition on favorable terms or that it will be able to profitably  manage any
business venture it acquires.


                                       9
<PAGE>

(d)      Risk And Uncertainties

            The  following  is a summary  description  of some of the many risks
that we face as we focus our  efforts  on this new  business  plan.  You  should
carefully  review  these  risks in  evaluating  our  business.  You should  also
consider the other information described in this report.

         No Operating  History Or Revenue And Minimal Assets.  We have a limited
operating  history with little revenues or earnings from operations.  We have no
significant assets or financial  resources.  For the foreseeable future, we will
in all likelihood, sustain operating expenses without corresponding revenues, at
least until the  consummation of a business  combination.  This may result in us
incurring a net  operating  loss that will  increase  continuously  until we can
consummate a business  combination with a target company.  There is no assurance
that we can  identify  such a target  company  and  consummate  such a  business
combination.

         Speculative  Nature Of Our  Proposed  Operations.  The  success  of our
proposed  plan of  operation  will depend to a great  extent on the  operations,
financial  condition and management of an identified  target  company.  While we
will prefer business  combinations  with entities having  established  operating
histories,  there can be no  assurance  that we will be  successful  in locating
candidates  meeting  such  criteria.  In the event  that we  complete a business
combination,  of which there can be no assurance,  the success of our operations
will be dependent  upon  management  of the target  company and  numerous  other
factors beyond our control.

         Scarcity   Of  And   Competition   For   Business   Opportunities   And
Combinations. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms, are active in mergers and acquisitions of companies,  which may be merger
or  acquisition  target  candidates  for  us.  Nearly  all  such  entities  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying  possible business  opportunities  and successfully  completing a
business  combination.  Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.

         No  Agreement  For  Business   Combination  Or  Other   Transaction--No
Standards For Business Combination. We have no current arrangement, agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific  business entity.  There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business  within an industry for evaluation by us. There is no assurance that we
will be able to negotiate a business  combination  on terms  favorable to us. We
have not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria, which it will require a target
company to have  achieved,  or without  which,  we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination  with a business  entity having no  significant  operating  history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.

                                       10
<PAGE>

         Continued Management Control, Limited Time Availability.  While seeking
a business combination, management anticipates devoting only a limited amount of
time per month to our  business.  Our  officers  have not entered into a written
employment  agreement,  are not expected to do so in the foreseeable future, and
no key  man  life  insurance  has  been  obtained  on any  of our  officers  and
directors.

         Reporting Requirements May Delay Or Preclude Acquisition. Section 13 of
the  Securities  Exchange Act of 1934 (the "Exchange  Act")  requires  companies
subject thereto to provide certain  information about  significant  acquisitions
including certified  financial  statements for the company acquired covering one
or two years,  depending on the relative size of the  acquisition.  The time and
additional  costs that may be incurred by some target  companies to prepare such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation  of  an  otherwise  desirable  business  combination.   Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements of the Exchange Act are applicable.

         Lack Of Market  Research Or  Marketing  Organization.  We have  neither
conducted, nor have others made available to us, market research indicating that
demand exists for the transactions  contemplated by us. Even in the event demand
exists for a merger or acquisition of the type  contemplated  by us, there is no
assurance we will be successful in completing any such business combination.

         Lack Of Diversification.  Our proposed operations,  even if successful,
will in all likelihood result in us engaging in a business combination with only
one  business  entity.  Consequently,  our  activities  will be limited to those
engaged in by the  business  entity  with which we  combine.  Our  inability  to
diversify  its  activities  into a number of areas may  subject  us to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.

         Regulation Under Investment Company Act. Although we will be subject to
regulation  under  the  Securities  and  Exchange  Act of 1934,  our  management
believes we will not be subject to regulation  under the Investment  Company Act
of 1940,  insofar as we will not be  engaged in the  business  of  investing  or
trading in securities.  In the event we engage in business  combinations,  which
result in us holding passive  investment  interests in a number of entities,  we
could be subject to regulation under the Investment Company Act of 1940. In such
event,  we would be required to register as an  investment  company and could be
expected  to  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination from the Securities and Exchange Commission as
to our status under the Investment  Company Act of 1940 and,  consequently,  any
violation of such Act could subject us to material adverse consequences.

         Probable Change In Control And Management. A business combination will,
in all  likelihood,  result in  shareholders  of a target  company  obtaining  a
controlling interest in the resulting corporation. Any such business combination
may require our  shareholders to sell or transfer all or a portion of our common
stock.  The resulting change in our control will likely result in removal of our
present  officers and directors of the Company and a corresponding  reduction in
or  elimination  of their  participation  in the future affairs of the surviving
company.

                                       11
<PAGE>

         Reduction Of Percentage Share Ownership Following Business Combination.
Our  primary  plan of  operation  is based  upon a business  combination  with a
business  entity,  which, in all likelihood,  will result in the shareholders of
the  target  company  holding  a  majority  of  the  outstanding  shares  of the
corporation resulting from the combination.

         Taxation.  Federal and state tax consequences  will, in all likelihood,
be major  considerations  in any  business  combination  that we may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  We intend to structure any business  combination  so as to minimize
the  federal  and state tax  consequences  to both the  target  company  and us;
however,  there can be no assurance that such business combination will meet the
statutory  requirements of a tax-free merger or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
merger could result in the imposition of both federal and state taxes, which may
have an adverse effect on both parties to the transaction.


Item 3.     CONTROLS AND PROCEDURES

            (a)  Within  90 days of  filing  this  report  on Form  10-QSB  (the
"Evaluation  Date"),  our Chief Financial  Officer and Chief  Executive  Officer
evaluated our disclosure controls and procedures,  as defined in Rules 13a-14(c)
and 15d-14(c)  promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").  Based on that evaluation,  this officer concluded that as
of the Evaluation Date, our disclosure controls and procedures were effective in
timely alerting them to material  information relating to our company (including
our consolidated  subsidiaries)  required to be included in our reports filed or
submitted by us under the Exchange Act.

            (b) There have been no significant  changes in our internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation.



                            PART II OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

            99.1  Certification of Alexander Gilliland, Chief Executive Officer
                  and Chief Financial Officer

(b)      Reports On Form 8-K

         We filed the following Form 8-K's:

          1.   Form 8-K filed with the Securities and Exchange  Commission filed
               on March 31, 2003 regarding the  appointment of Mr.  Gilliland as
               our President  replacing Gary Marrone ("Marrone") who resigned as
               an officer.


                                       12
<PAGE>


          2.   Form 8-K filed with the Securities and Exchange  Commission filed
               on April 2, 2003  regarding the  resignation  of Marrone from the
               Board of Directors.

          3.   Form 8-K filed with the Securities and Exchange  Commission filed
               on April 11, 2003  regarding  the  appointment  of Piercy  Bowley
               Taylor & Kern as our new  auditors  and  resignation  of G.  Brad
               Beckstead as our former auditor.



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                   PrimePlayer Incorporated

Date:  June 6, 2003                /s/   Alexander Gilliland
                                   -------------------------
                                   Chief Executive Officer and
                                   Chief Financial Officer


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<PAGE>

                                  CERTIFICATION

I, ALEXANDER GILLILAND, certify that:

1. I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  PrimePlayer
Incorporated.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant,  through me, is responsible for  establishing and maintaining
disclosure  controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

            a) designed such  disclosure  controls and procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            c)  presented in this  quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The  registrant,  through  me,  has  disclosed,  based  on our  most  recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

            a) all  significant  deficiencies  in the  design  or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant,  through me, has indicated in this quarterly  report whether
there were  significant  changes in internal  controls or in other  factors that
could significantly  affect internal controls subsequent to the date of our most
recent  evaluation,  including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date: June 6, 2003


/s/  Alexander Gilliland
------------------------
Alexander Gilliland, Principal Executive and Financial Officer



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