CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report on Form 10QSB of PrimePlayer Incorporated, for
the period ending September 30, 2002, as filed with the Securities and Exchange Commission on
the date hereof, I, Dr. Gary S. Marrone, Chief Financial Officer of PrimePlayer Incorporated,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002, that:

1.	I have reviewed this quarterly report 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 in order 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's other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have:

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 the quarterly report is being prepared;

evaluated the effectiveness of the issuer'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

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's other certifying officers and I have 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 function):

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
weakness in internal controls; and

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

6.	The registrant's other certifying officers and I have indicated in this quarterly
report whether or not there were significant changes in controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to
significant and material weaknesses.

Dated: November 14, 2002

By:/s/ Dr. Gary S. Marrone

Dr. Gary S. Marrone

Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-QSB pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by
such Act, be deemed filed by registrant for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended.