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 June 30, 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 5,587,000 common shares issued and  outstanding,  as of June
30, 2003. Preferred shares none issued nor outstanding as of June 30, 2003.

Traditional Small Business Disclosure Format (check one)

         Yes [ ]  No [X]

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements......................................... 3

                 Balance Sheet (unaudited)................................ 4

                 Statements of Development Stage Operations (unaudited)... 5

                 Statements of Stockholders' Equity Deficiency (unaudited).6

                 Statement of Cash Flows (unaudited) ..................... 7

                 Notes to Financial Statements............................ 8

Item 2.      Management's Discussion and Analysis or Plan of Operation.... 9

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

PART II. OTHER INFORMATION

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

Signatures............................................................... 12

                                       2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

                            PRIMEPLAYER, INCORPORATED
                        (A Development Stage Enterprise)
                                  BALANCE SHEET
                      JUNE 30, 2003, AND DECEMBER 31, 2002

                                                       June 30,    December 31,
                                                         2003           2002
                                                      -----------  ------------
                                                      (Unaudited)
ASSETS

Current assets:
   Cash                                                            $      1,169
                                                                   ------------
   Other                                              $      542
                                                      -----------
                                                             542          1,169
Furniture and equipment,
net of accumulated depreciation                           43,606         49,556

Deposit                                                   15,000         15,000
                                                      -----------  ------------

                                                          59,148   $     65,725
                                                      ===========  ============

LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

Current liabilities:
   Accounts payable-related party                     $   73,478   $     69,778
   Accounts payable-other                                  3,223         52,692
   Accrued expenses                                       74,142         69,150
                                                      -----------  ------------
                                                         150,843        191,620
                                                      -----------  ------------
Due to shareholders                                      500,107        261,992
                                                      -----------  ------------

Stockholders' equity deficiency:
   Preferred stock, $.001 par value, 10,000,000
     shares authorized, none issued or outstanding

   Common stock, $.001 par value, 50,000,000
     shares authorized, 5,587,000, and 5,027,700
     issued and outstanding                                5,588          5,208
   Additional paid-in-capital (deficiency)               117,612         (5,028)
   Deficit accumulated in the development stage        ( 715,002)     ( 387,887)
                                                      -----------  ------------
                                                       ( 591,802)     ( 387,887)
                                                      -----------  ------------

                                                      $   59,148   $     65,725
                                                      ===========  ============

                        See notes to financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>


                            PRIMEPLAYER, INCORPORATED
                        (A Development Stage Enterprise)
                   STATEMENTS OF DEVELOPMENT STAGE OPERATIONS
     FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003, AND 2002, AND
       THE CUMULATIVE PERIOD FROM JANUARY 29, 2000, THROUGH JUNE 30, 2003
                                   (Unaudited)


                                         Three months            Six months          From January 29, 2000
                                        ended June 30,          ended June 30,        (inception) through
                                       2003        2002         2003       2002          June 30, 2003
                                    ---------   ---------     ---------   ---------  ---------------------
<S>                                 <C>         <C>           <C>         <C>             <C>
Selling, general and
   administrative expenses          $  82,824                 $ 308,000                   $    546,415

Interest expense, related party        17,013                    29,015                         58,006

Less related party rental revenue    (  6,600)                 (  9,900)                    (    9,900)
                                    ---------   ---------     ---------   ---------       ------------

Loss before impairment
   write-down                          93,237           0       327,115           0            594,521

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

Net loss                            $ (93,237)  $       0     $(327,115)  $       0       $  ( 715,002)
                                    =========   =========     ========    =========       ============


Net loss per common share           $    0.02   $       0     $    0.06   $       0       $      0.14
                                    =========   =========     =========   =========       ============

Weighted average number of
shares outstanding                  5,581,546   5,027,700     5,306,153   5,027,700          4,987,676
                                    =========   ==========    =========   =========       ============
</TABLE>




                       See notes to financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>
                            PRIMEPLAYER, INCORPORATED
                        (A Development Stage Enterprise)
                  STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY
 FOR THE SIX MONTHS ENDED JUNE 30, 2003 (Unaudited), YEARS ENDED DECEMBER 31, 2002 AND 2001, AND
       THE CUMULATIVE PERIOD FROM JANUARY 19, 2000, THROUGH JUNE 30, 2003
                                   (Unaudited)


                                                                                                         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)


SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)

  Shares issued for services                      560,000         560       122,640                         123,200
    Net loss                                                                               (327,115)       (327,115)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, June 30, 2003                       5,587,700   $   5,588   $   117,612      $(715,002)   $    (591,802)
                                                =========   =========   ============     ===========   ============


                       See notes to financial statements.

                                       5
<PAGE>



                            PRIMEPLAYER, INCORPORATED
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 2003, AND 2002, AND THE
         CUMULATIVE PERIOD FROM JANUARY 19, 2002, THROUGH JUNE 30, 2003
                                   (Unaudited)


                                                 Six months
                                                ended June 30,      From January 19, 2000,
                                            ----------------------    (inception) through
                                               2003        2002          June 30, 2003
                                            ---------    ---------   ----------------------
<S>                                         <C>          <C>         <C>

Net cash used in operating activities       $(213,969)          --        $(  256,734)

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

Net cash provided by financing activities     212,800           --            449,280
                                            ---------    ---------        --- -------

Net decrease in cash                         (  1,169)          --                 --

Cash, beginning                                 1,169    $      39                 --
                                            ---------    ---------        --- -------

Cash, ending                                $      --    $      39        $        --
                                            =========    =========        ===========

</TABLE>


                       See notes to financial statements.


                                       6
<PAGE>


                            PRIMEPLAYER, INCORPORATED
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003, AND 2002
     AND THE CUMULATIVE PERIOD FROM JANUARY 19, 2000, THROUGH JUNE 30, 2003
                                   (Unaudited)

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 full statement of the interim results presented have
been  reflected  therein.  Results of operations for any interim period  are not
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,  from  which the  accompanying  balance  sheet
information at December 31, 2002, was derived.

2.  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 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 obtain  the  necessary  resources  to  support  the
administrative  and reporting  requirements of a public company,  and search for
potential businesses,  products,  technologies and companies for acquisition 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.  STOCK ISSUANCE

In the second quarter, 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 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 value of the services at $0.22 per share.


                                       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)      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 for the foreseeable future is to:  (i) meet
the administrative  and reporting  requirements  of a public  company,  and (ii)
search  for  potential businesses,  products,  technologies  and  companies  for
acquisition  through  debt  financing, currently  under negotiation, or proceeds
from  planned  mergers  and loans  from  its  principal stockholder and commonly
controlled  affiliates.  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.

(c) 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.

                                       9
<PAGE>

         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.

         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.

                                       10
<PAGE>

         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.

         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.

                                       11
<PAGE>

Item 3.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of the Company's  management,
including the Chief Executive Officer and Chief Financial  Officer,  the Company
has evaluated the  effectiveness  of the design and operation of its  disclosure
controls and procedures  (as defined in Rule  13a-15(e) and 15d-15(e)  under the
Exchange  Act) as of the end of the  period  covered by this  quarterly  report.
Based upon that  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer  concluded  that, as of the end of the period  covered by this quarterly
report, the Company's disclosure controls and procedures are effective to ensure
that information  required to be disclosed in the reports that the Company files
or submits  under the  Securities  Exchange Act of 1934 is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.

There  has been no change  in the  Company's  internal  control  over  financial
reporting during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially  affect,  the Company's internal control over
financial reporting.

PART II OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         31.1     Certification of Alexander Gilliland, Chief Executive Officer
                  and Chief Financial Officer, pursuant to Section 302

         32.1     Certification of Alexander Gilliland, Chief Executive Officer
                  and Chief Financial Officer, pursuant to Section 906

(b)      Reports On Form 8-K

None



SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                            PrimePlayer Incorporated

Date:  August 14, 2003                    By:    /s/ Alexander Gilliland
                                                 -------------------------
                                                 Alexander Gilliland,
                                                 Chief Executive Officer and
                                                 Chief Financial Officer


                                       12