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 September 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)

                     1930 Village Center Circle, Suite 3-422
                          Las Vegas, Nevada               89134
               (Address of principal executive offices) (Zip Code)

         3993 Howard Hughes Parkway, Suite 270, Las Vegas, Nevada 89109
         (Former name or former address, if changed, since last report)

                    Issuer's telephone number (702) 892-0321
                    ----------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934  during  the past 12  months  (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
         Yes [X]            No [ ]

                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 5,587,700 common shares issued and  outstanding,  as
of  September  30,  2003.  Preferred  shares none issued nor  outstanding  as of
September 30, 2003.

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


<PAGE>

PART I.  FINANCIAL INFORMATION                                             3

Item 1.   Financial Statements
             Balance Sheet (unaudited)                                     3
             Statements of Development Stage Operations (unaudited).       4
             Statements of Stockholders' Equity Deficiency (unaudited).    5
             Statement 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                                                12

Item 6.   Exhibits and Reports on Form 8-K                                12
             Certifications
Signatures                                                                13


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

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

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

 Current assets:
    Cash                                               $        5     $   1,169
    Other                                                     272
                                                       ----------     ----------

                                                              277         1,169
 Furniture and equipment,
 net of accumulated depreciation                           40,631        49,556

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

                                                       $   40,908     $  65,725
                                                       ==========     =========
 LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

 Current liabilities:
    Due to shareholder                                 $   69,778     $  69,778
    Accounts payable                                         -           52,692
    Accrued expenses                                       90,470        69,150
                                                       ----------     ----------
                                                          160,248       191,620
                                                       ----------     ----------

 Loans from affiliates                                    533,459       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, 5,587,700 and  5,027,700 issued and
       outstanding                                          5,588         5,028
   Additional paid-in-capital (deficiency)                117,612        (5,028)
    Deficit accumulated in the development stage         (775,999)     (387,887)
                                                       ----------     ----------
                                                         (652,799)     (387,887)
                                                       ----------     ----------

                                                       $   40,908     $  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 NINE MONTHS ENDED SEPTEMBER 30, 2003, AND 2002, AND
    THE CUMULATIVE PERIOD FROM JANUARY 19, 2000, THROUGH SEPTEMBER 30, 2003
---------------------------------------------------------------------------------------------------------------------
                 (Unaudited)

                                                Three months               Nine months         From January 19, 2000,
                                              ended September 30,       ended September 30,    (inception) through
                                             2003         2002          2003         2002       September 30, 2003
                                          ---------    ----------    ---------     ---------   ----------------------
<S>                                       <C>          <C>           <C>           <C>          <C>
Selling, general, and administrative
  expenses                                $  47,243                  $  355,243                  $   593,658

Interest expense, related party              17,054                      46,069                       75,060

Less related party rental revenue            (3,300)                    (13,200)                     (13,200)
                                          ---------    ----------    ----------     ---------   --------------

Loss before impairment write-down            60,997             -       388,112            -         655,518

Impairment write-down                                                                                120,481
                                          ---------    ----------    ----------     ---------   --------------
Net loss                                  $ (60,997)   $        -    $ (388,112)    $      -     $  (775,999)
                                          =========    ==========    ==========     =========   ==============


Net loss per common share                 $   (0.01)   $        -     $   (0.07)    $      -     $     (0.15)
                                          =========    ==========    ==========     =========   ==============

Weighted average number of
shares outstanding                        5,587,700     5,027,700     5,400,347     5,027,700      5,028,536
                                          =========    ==========    ==========     =========   ==============
</TABLE>


See notes to financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>

PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003, YEARS ENDED DECEMBER 31, 2002, 2001, 2000, AND
    THE CUMULATIVE PERIOD FROM JANAURY 19, 2000, THROUGH SEPTEMBER 30, 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)


NINE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED)

  Shares issued for services                      560,000         560       122,640                         123,200
    Net loss                                                                              (388,112)        (388,112)
                                                ---------   ---------   ------------     -----------  -------------
  Balances, September 30, 2003                  5,587,700   $   5,588   $   117,612      $(775,999)   $    (652,799)
                                                =========   =========   ============     ===========   ============
</TABLE>


See notes to financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003, AND 2002, AND THE CUMULATIVE
     PERIOD FROM JANUARY 19, 2000, THROUGH SEPTEMBER 30, 2003
------------------------------------------------------------------------------------------------
                 (Unaudited)

                                                     Nine-months           From January 19, 2000,
                                                 ended September 30,        (inception) through
                                                 2003           2002         September 30, 2003
                                               ----------     --------     ----------------------
<S>                                            <C>            <C>            <C>
Net cash used in operating activities          $ (222,564)    $     -        $   (265,329)

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

Net cash provided by financing activities         221,400           -             457,880
                                               ----------     --------     ----------------------

Net increase (decrease) in cash                    (1,164)          -                   5

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

Cash, ending                                   $        5     $     39       $          5
                                               ==========     ========     =======================
</TABLE>



See notes to financial statements.

                                       6
<PAGE>


PRIMEPLAYER, INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003
AND 2002 AND THE CUMULATIVE PERIOD FROM JANUARY 19, 2000
THROUGH SEPTEMBER 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 fair statement of the interim results presented have
been  reflected  therein.  Results of operations  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  audited  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.       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 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 seek 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  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.

During 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  fair value of the  services of $123,200
($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 1 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)      Critical Accounting Policies and Estimates

          Except for the valuation of stock issued for services, as discussed in
Note 3 to our financial  statements included herein, the Company does not employ
any  accounting  policies  or  estimates  that are  either  selected  from among
available  alternatives  or  require  the  exercise  of  significant  management
judgment to apply.

(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) meet 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  written
employment agreements,  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

        An evaluation was carried out by the Company's management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the  Company's disclosure  controls and procedures as of
September  30,  2003  (as  defined  in  Rule 13a-15(e)  or 15d-15(e)  under  the
Securities Exchange  Act  of  1934).  Based  upon  that  evaluation,  the  Chief
Executive  Officer  and  Chief  Financial  Officer concluded that the design and
operation of these disclosure controls and procedures were effective.

        During  the period covered by this report, there have been no changes in
the  Company's  internal  control  over financial reporting that have materially
affected  or  are  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

         The following  exhibits are filed as part of this  Quarterly  Report on
Form 10-QSB:

         31.1  Certification of Chief Executive and Chief Financial Officer
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

         32.1  Certification of Chief Executive and Chief Financial Office
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)      Reports On Form 8-K

         None

                                       12
<PAGE>



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


                                       13