U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB





(Mark One)



[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2003



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



For the transition period from _______________ to _______________



Commission File Number 333-99449







LITERARY PLAYPEN, INC.

(Name of Small Business Issuer in its charter)





Delaware

33-0889194



(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)





1495 Ridgeview Drive, Suite 220

Reno, Nevada

89509

(Address or principal executive offices)

(Zip Code)





Issuer's telephone number (775) 827-6300





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 [ ].





As of November 19, 2003 the Company had 5,679,000 shares of its $.001 par value common stock issued and outstanding.





Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ].



























INDEX







PART I FINANCIAL INFORMATION



Item 1. Financial Statements

Page



Condensed Balance Sheet at September 30, 2003 (unaudited) and December 31, 2002..3



Condensed Statements of Operations Cumulative During Development Stage,

and for the Nine and Three Months Ended September 30, 2003 (unaudited)4



Condensed Statements of Cash Flows Cumulative During Development Stage,

and for the Nine Months Ended September 30, 2003 (unaudited).5



Notes to Condensed Financial Statements (unaudited)

.6



Item 2. Management's Discussion and Analysis or Plan of Operation.7



PART II OTHER INFORMATION



Item 1.  Legal Proceedings

..8



Item 2.  Changes in Securities...  8



Item 3.  Defaults Upon Senior Securities8



Item 4.  Submission of Matters to a Vote of Security Holders...8



Item 5.  Other Information

.8



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



Item 7.

Signatures.8



Certifications......9



Exhibits.11

























LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

BALANCE SHEET





ASSETS



September 30,   December 31,

2003

2002

(unaudited)

September 30, 2002

2001



___________

____________





CASH

$

36

$

4,184





Total current assets

36

4,184



DEFERRED TAX ASSET (NET)

-

-



Total assets

$

36

$

4,184







LIABILITIES AND SHAREHOLDERS' DEFICIT





CURRENT LIABILITIES

Accounts payable

$

18,435

$

24,275

Interest Payable

336

-

Note Payable

12,500

-

Shareholder advances

17,440

17,400



Total current and total liabilities

48,711

41,675



COMMITMENTS AND CONTINGENCIES



SHAREHOLDERS' DEFICIT

Preferred stock, $.001 par value, 10,000,000 shares

authorized and none issued and outstanding

Common stock, $.001 par value, 20,000,000 shares

authorized, 5,679,000 and 5,500,000 shares



issued and outstanding

5,679

5,500

Common Stock Subscribed

25

-

Additional paid-in-capital

6,341

2,940

Deficit accumulated during the development stage

(60,720)

(45,931)



Total shareholders' deficit

(48,675)

(37,491)



Total liabilities and shareholders' deficit

$

36

$

4,184















See Notes to the Interim Financial Statements



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENTS OF OPERATIONS (unaudited)









Cumulative From

For the nine months ended

For the three months ended



Inception

September 30

September 30



(April 26, 2001)

2003             2002                         2003                     2002



REVENUE

$

-

$

-

$

-

$

-

$

-



ADMINISTRATIVE AND GENERAL COSTS

General and administrative expenses

(5,308)

(2,769)

(2,451)

(30)

(510)

Consulting services

(9,045)

(3,605)

-

(2,387)

-

Investor relations

(3,152)

-

(1,602)

-

-

Filing expenses

(2,549)

(249)

(2,300)

-

(125)

Legal and accounting expense

(37,250)

(7,750)

(17,500)

(1,250)

(2,500)

Loss on impairment of license agreement

(3,000)

-

(3,000)

-

-



Total operating costs and expenses

(60,304)

(14,373)

(26,853)

(3,667)

(3,135)



INTEREST EXPENSE

(416)

(416)

-

(19)

-



Provision for income taxes

-

-

-

-

-



Net loss

$

(60,720)

$

(14,789)

$

(26,853)

$

(3,686)

$

(3,135)



Loss per common share basic and diluted

$

(0.01)

$

(0.00)

$

(0.01)

&

(0.00)

$

(0.00)





Weighted average common shares basic

4,084,875

5,679,500

5,166,666

5,679,000

5,500,000

And diluted











































See Notes to the Interim Financial Statements















LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENTS OF CASH FLOWS

(unaudited)











Cumulative From





Inception



April 26, 2001

September 30, 2003

September 30, 2002



CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(60,720)

$

(14,789)

$

(26,853)





Adjustments to reconcile net loss to net cash used

in operating activities:

Loss on impairment of license agreement

3,000

-

3,000

Increase (decrease) in accounts payable

18,435

(5,840)

17,500



Increase in prepaid expense

-

-

-

Increase in interest payable

336

336

-

Increase in related party payable

-

-

-

Expense paid by issuance of stock

9,020

3,580

-

Expense paid by stock subscription

25

25

-



Net cash used in operating activities

(29,904)

(16,668)

(6,353)



CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of note payable

12,500

12,500

-

Proceeds received from shareholder advances

23,440

40

5,400

Repayment of shareholder advances

(6,000)

-

-



Net cash provided by financing activities

29,940

12,540

5,400



Net increase (decrease) in cash

36

(4,148)

(953)



Cash and cash equivalents at April 26, 2001 (inception)

and September 30, 2003 and 2002

-

4,184

5,391



Cash and cash equivalents at September 30, 2003

$

36

$

36

$

4,438





SUPPLEMENTARY AND NON-CASH INFORMATION:



No amounts were paid for either interest or income taxes during the period ended September 30, 2003.



















See Notes to the Interim Financial Statements



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2003





1.

Basis of Presentation

The accompanying unaudited interim financial statements of Literary Playpen, Inc. (the Company) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In managements opinion all adjustments necessary for a fair presentation of the results for interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies.  Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Companys most recent annual report on Form 10KSB.



New Pronouncements

In April 2003 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 149 (SFAS 149) Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149, which amends and clarifies existing accounting pronouncements, addresses financial accounting and reporting for derivative or other hybrid instruments. This Statement requires that contracts with comparable characteristics be accounted for similarly. This Statement is effective for contracts entered into or modified after June 30, 2003. The Company does not expect the adoption of SFAS 149 to have any impact on the financial statements.



In August 1203 the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which is effective at the beginning of the first interim period beginning after March 15, 2003. SFAS No. 150 establishes standards for the Companys classification of liabilities in the financial statements that have characteristics of both liabilities and equity. The Company believes the adoption of SFAS No. 150 will have no effect on the Companys financial position or results of operations.



Going Concern

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in the development stage, and existing cash, other material assets, and available credit are insufficient to fund the Companys cash flow needs for the next year. The Companys ability to continue as a going concern is dependent on their ability to generate revenues or raise funds through sale of the Companys equity securities for use in administrative, marketing, research and development activities. The Company is planning to raise $500,000 to $2,000,000 through a private placement that is to be completed in 2004.



2.    Notes Payable

In March 2003 a note payable agreement was entered into in the amount of $12,500. The interest rate is 10% per annum. The terms of the note have been extended and the note and related interest are now due on demand. The Company is obligated to provide 25,000 restricted common shares to the lender when the note is paid. (See note 3).



3.

Common Stock Subscribed

In March 2003 a note payable agreement was entered into. Per the terms of the agreement, the Company is obligated to provide 25,000 restricted common shares to the lender in full settlement of the note and related interest. (See note 2).



LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2003





4.

Capital Stock

In March 2003 the Company entered into two consulting contracts and issued 179,000 restricted common shares for prepaid consulting services valued at $3,580.



5.    Related Party Transactions

The officers of Literary Playpen, Inc., have advanced the Company funds to pay expenses in prior years. The advances are due upon demand and carry no interest. As of September 30, 2003, the outstanding advance balance was $17,440.













ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The Company has had no revenues, and the operating costs and expenses incurred by the Company to date are mainly consulting, accounting, legal and investor relations expenses, which totaled $ 3,686 for the quarter ended September 30, 2003 and $ 60,720 for the period from inception (April 26, 2001) to September 30, 2003.  On August 26, 2003 Mr. Roberto Crawford resigned as Chief Financial Officer and as a member of the Board of Directors when he accepted full-time employment which did not allow him to remain at Literary Playpen, Inc. in these capacities. The Company intends to seek a replacement for the vacated positions. Mr. Crawford remains as a member of the Advisory Board only.

In March of 2003 the Company offered 3,000,000 shares of its common stock, par value $0.001 in a Private Placement Memorandum, which has expired. The Company intends to offer shares of its common stock, par value $0.001 in a Private Placement Memorandum during the next twelve months.  The Companys plan of operation over the next 12 months is to obtain funding to implement its business plan.

The Company is classified as a development stage company because its principal activities involve seeking to develop business activities.

We are an entertainment company that seeks to own rights to literary content. The target use for our proposed technology is a series of wireless and PC-based video games intended to form a new literary art form.



We intend to develop and market a series of online and wireless interactive products, which merge contemporary best-selling fiction by established writers with communication and interactive media to create a new literary entertainment form, distributed by existing wireless networks and as CDROMs in book jackets of best-selling published works. We intend to create a series of online interactive video games and believe that these proposed products may enjoy large-scale distribution through enclosure of a CDROM in the book jacket of published books by writers who have licensed content to LPI.



On September 30, 2003 the Intellectual Property Rights licensed to the Company by Mr. Jesse Sackman expired. The Company intends to obtain Intellectual Property license rights for use in developing interactive games. We have a strong technical foundation to develop intellectual property licensed by the Company.  The technical background of our management and advisory team span more than thirty years.



Short Term Goal



We intend to seek funding to obtain Intellectual Property Rights and we intend to then develop interactive literature products.  Each product is anticipated to draw advances on royalties to offset development costs, with actual royalties to provide ongoing revenue. The first wireless games may be targeted at the teen and young woman demographics and possibly released in Japan.



Long Term Goal



We intend to build an ongoing library of interactive literature products.  It is our hope that eventually this library will be quite sizable, with products for wireless and wired technologies.  One of our goals is that over the first two-years of the development cycle, we intend to seek to develop a role-playing game based on, and to be distributed with, a current hardcover release. These games, to be played on personal computers and game consoles, are expected to be far more sophisticated in design and more far-reaching in possibilities



FORWARD LOOKING STATEMENTS



This quarterly report contains forward-looking statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company. When used in this quarterly report, the words "believe," "endeavor," "expect," "anticipate," "estimate," "intends," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions. (Please refer to the companys Annual Report on Form 10KSB/A dated December 31, 2002, filed with the Securities and Exchange Commission and which are described in Part I, Item 1 of the Annual Report, Description of Business - Risk Factors"). Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. The Company cautions shareholders and potential investors not to place undue reliance on any such forward-looking statements all of which speak only as of the date made.











PART II OTHER INFORMATION



Item 1.

Legal Proceedings



There are no legal proceedings against the Company and the Company is unaware of proceedings contemplated against it.



Item 2.

Changes in Securities



None.



Item 3.

Defaults Upon Senior Securities



None.



Item 4.

Submission of Matters to a Vote of Security Holders



None



Item 5.

Other Information



There is no other information deemed material by management for disclosure herein.



Item 6.

Exhibits and Reports on Form 8-K



(a)

Exhibits



3.1

Certificate of Incorporation of the Company (1)



3.2

Bylaws of the Company (1)



4.1

Specimen of Common Stock Certificate (1)



10.1

[Form of] Indemnity Agreement. (1)

(1) Previously filed as an exhibit to the Company's Registration Statement on Form 10-SB with the Commission on February 15, 2000.



99,

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b)

Reports on Form 8-K



None

Item 7.

SIGNATURES



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

LITERARY PLAYPEN, INC.

(A Company in the Development Stage)





By: /s/ Jesse A. Sackman

Jesse A. Sackman

Chief Executive Officer



Dated: November 19, 2003







SECTION 302 CERTIFICATION



I, Jesse A. Sackman, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Literary Playpen, Inc.;



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'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:



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'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):



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's other certifying officers and I have indicated in this quarterly report whether or not 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.





By /s/ Jesse A. Sackman               Date:  November 19, 2003

-------------------------

Jesse A. Sackman

Chief Executive Officer





EXHIBIT 99



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY OF 2002



In connection with the quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934 of Literary Playpen, Inc. on Form 10QSB dated for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, that to the best of his knowledge:



1.   The Registration Statement fully complies with the requirements of Section 13 (a) pr 15(d) of the Securities Exchange Act of 1934; and



2.   The information contained in the Registration Statement fairly presents, in all material respects, the financial condition and results of operation of the Company.





November 19, 2003



By: /s/ Jesse A. Sackman

Jesse A. Sackman

Chief Executive Officer

Chairman