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

                                   FORM 10-KSB

(Mark One)

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

         For the fiscal year ended December 31, 2002

[ ]      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


Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:  None
Name of each exchange on which registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

         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 [ ] No [X]

<PAGE>

         Check if no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year $ 0

         Based  on the  average  if the  closing  bid and  asked  prices  of the
issuer's  common stock on December 31, 2002,  the aggregate  market value of the
voting stock held by non-affiliates of the registrant on that date was $369,972.

         As of December  31,  2002,  the issuer had  5,027,000  shares of common
stock outstanding.

         Documents incorporated by reference:  See Item 13. Exhibits and Reports
on Form 8-K in Part III

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


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<PAGE>


                                    TABLE OF
                                    CONTENTS
                                                                           PAGE
PART I

   Item 1.  Description of Business........................................  4
   Item 2.  Description of Property........................................ 12
   Item 3.  Legal Proceedings.............................................. 12
   Item 4.  Submission of Matters to a Vote of Security Holders............ 12

PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters....... 13
   Item 6.  Management's Discussion and Analysis or Plan of Operation...... 15
   Item 7.  Financial Statements........................................... 16/
                                                                            F-1
   Item 8.  Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure...................................... 16

PART III

   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act............. 17
   Item 10. Executive Compensation......................................... 19
   Item 11. Security Ownership of Certain Beneficial Owners and
             Management.................................................... 20
   Item 12. Certain Relationships and Related Transactions................. 21
   Item 13. Exhibits and Reports on Form 8-K............................... 21
   Item 14. Controls and Procedures

SIGNATURES................................................................. 22

CERTIFICATION ............................................................. 23


                           Forward-Looking Statements

This report contains forward-looking  statements. The forward-looking statements
include  all  statements  that  are  not  statements  of  historical  fact.  The
forward-looking  statements are often identifiable by their use of words such as
"may," "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"  "estimate," or
"continue,"  "Plans" or the negative or other  variations of those or comparable
terms. Our actual results could differ  materially from the anticipated  results
described  in the  forward-looking  statements.  Factors  that could  affect our
results   include,   but  are  not  limited  to,  those  discussed  in  Item  6,
"Management's  Discussion  and  Analysis  or Plan  of  Operation"  and  included
elsewhere in this report.



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<PAGE>


                                     PART I

Item 1.  Description of Business.

         PrimePlayer   Incorporated   (f/k/a  Foxy  Jewelry,   Inc.),  a  Nevada
Corporation  ("PrimePlayer")  or  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.

         The Articles of Merger pursuant to the Merger (the "Merger  Agreement")
were filed with the Secretary of State of Nevada on November 8, 2002, by which a
statutory merger under applicable  provisions of the Nevada Revised Statutes was
effected.  Pursuant to the Articles of Merger,  PrimePlayer  1 was dissolved and
the name of Foxy  Jewelry,  Inc.  as the  surviving  corporation  was changed to
PrimePlayer  Incorporated.  The Articles of Merger also  changed our  authorized
capital to Sixty Thousand Dollars ($60,000) Dollars, consisting of Sixty Million
(60,000,000)  Authorized  Shares at one mil ($0.001) par value per share divided
into two classes of stock, being preferred and common of which 10,000,000 shares
being  authorized as preferred stock which may be issued in various series,  and
50,000,000 shares authorized as common stock which is non-assessable.

         At the date of the Merger,  there were 2,027,000  common shares of Foxy
Jewelry  issued and  outstanding.  Under the Merger  Agreement,  the  10,000,000
outstanding common shares of PrimePlayer  Incorporated,  all of which were owned
by Gary S. Marrone  ("Marrone")  were  converted  into  3,000,000  shares of our
common stock. As a result of the Merger, Marrone or entities affiliated with him
currently own 3,000,000  shares of the surviving  corporation  which  constitute
59.67%  of  the  5,027,000  shares  of  the  surviving   corporation  which  are
outstanding

         After we were originally organized on December 12, 1997 as The Business
Inn, we began activities to acquire hotel and apartment complex  properties.  We
were unsuccessful in acquiring any property or conducting any business.  In June
1998,  the Company  decided to go into the jewelry  business.  In June 1999,  we
began  planning  to raise  funds  through a 504 public  offering in the State of
Nevada.  After several months of preparation,  we filed the necessary forms with
the State of  Nevada  on April  13,  2000.  The  registration  statement  became
effective May 31, 2000. We raised approximately $26,000 during our Direct Public
Offering  ("DPO")  and began  configuring  a web site to market  jewelry  on the
Internet  and  abandoned  that  concept  upon the Merger.  Since the date of the


                                       4
<PAGE>

Merger,  we were engaged in the 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.  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.

            We currently  have no  commitment  or  arrangement  to merge with or
acquire any target  company and cannot now predict  what type of business we may
enter into or acquire. It is emphasized that the business  objectives  discussed
herein are  extremely  general  and are not  intended to be  restrictive  on the
discretion our management team.

Selection of a Business

            We  anticipate  that  businesses  for possible  acquisition  will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial community,  and others who may present unsolicited proposals.  We will
not  engage  in  any  general   solicitation   or  advertising  for  a  business
opportunity,  and will rely on personal  contacts of our officers and  directors
and their affiliates,  as well as indirect  associations  between them and other
business  and  professional  people.  We plan to use the  services of  Blue-Chip
Strategies,  Inc.,  a Nevada  corporation  (Blue-Chip),  which is 100%  owned by
Marrone,  from  time to time  to  identify  and  research  possible  acquisition
opportunities.  Presently,  we have not  entered  into any formal  agreement  or
understanding  with  Blue-Chip  for  it to  provide  such  services  to us on an
exclusive basis.  Also, by relying on "word of mouth",  we may be limited in the
number of potential  acquisitions  it can  identify.  While it is not  presently
anticipated that we will engage unaffiliated  professional firms specializing in
business  acquisitions  or  reorganizations,  such  firms  may  be  retained  if
management deems it in our best interest.

            Compensation to a finder,  business  acquisition  firm or Blue-Chip,
may take various forms,  including  one-time cash payments,  payments based on a
percentage of revenues or product sales volume,  payments  involving issuance of
securities  (including  our own  stock),  or any  combination  of these or other
compensation arrangements.  Consequently, we are currently unable to predict the
cost of utilizing such services.

                                       5
<PAGE>

            We  will  not  restrict  our  search  to  any  particular  business,
industry,  or geographical  location,  and our management  reserves the right to
evaluate and enter into any type of business in any location. We may participate
in a newly organized  business venture or a more established  company entering a
new  phase of growth  or in need of  additional  capital  to  overcome  existing
financial  problems.  Participation  in a new business  venture  entails greater
risks since in many instances  management of such a venture will not have proved
its ability,  the eventual  market of such  venture's  product or services  will
likely not be established, and the profitability of the venture will be unproved
and cannot be predicted accurately. If we participate in a more established firm
with  existing  financial  problems,  it may be  subjected  to risk  because our
financial   resources   may  not  be  adequate  to   eliminate  or  reverse  the
circumstances leading to such financial problems.

            In seeking a business  venture,  the decision of management will not
be controlled by an attempt to capitalize on any anticipated or perceived appeal
of a specific  industry,  management group,  product,  or industry,  but will be
based on the business objective of seeking long-term capital appreciation in our
real value.

            The analysis of new  businesses  will be  undertaken by or under the
supervision  of our  officers  and  directors  and  from  time to time  with the
assistance of Blue-Chip.  In analyzing prospective  businesses,  management will
consider,  to the extent applicable,  the available  technical,  financial,  and
managerial  resources;  working capital and other prospects for the future;  the
nature of present  and  expected  competition;  the quality  and  experience  of
management services which may be available and the depth of that management; the
potential for further research,  development, or exploration;  the potential for
growth and expansion; the potential for profit; the perceived public recognition
or  acceptance  of  products,   services,   or  trade  or  service  marks;  name
identification; and other relevant factors.

            The decision to participate in a specific  business may be based our
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the merit of technological  changes,  and other factors which are difficult,  if
not  impossible,  to analyze through any objective  criteria.  It is anticipated
that the  results  of  operations  of a  specific  firm may not  necessarily  be
indicative  of the  potential  for the  future  because  of the  requirement  to
substantially shift marketing approaches,  expand significantly,  change product
emphasis, change or substantially augment management, and other factors.

            We will analyze all available factors and make a determination based
on a composite of available facts,  without  reliance on any single factor.  The
period  within which we may  participate  in a business  cannot be predicted and
will depend on circumstances  beyond our control,  including the availability of
businesses,  the time required for us to complete our investigation and analysis
of prospective  businesses,  the time required to prepare appropriate  documents
and agreements providing for our participation and other circumstances.


                                       6
<PAGE>

Acquisition of a Business

            In implementing a structure for a particular  business  acquisition,
we may become a party to a merger,  consolidation,  or other reorganization with
another  corporation  or entity;  joint venture;  license;  purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted.  Notwithstanding  the above, we may participate in a business through
the purchase of minority stock positions.  On the consummation of a transaction,
it is likely that our present  management and shareholders may not be in control
of the new entity. In addition,  a majority or all of our directors may, as part
of the terms of the  acquisition  transaction,  resign  and be  replaced  by new
directors without a vote of our shareholders.

            In  connection  with our  acquisition  of a  business,  our  present
shareholders,  including officers and directors, may, as a negotiated element of
the  acquisition,  sell a portion or all of our  common  stock held by them at a
significant  premium over their original investment in us. It is not unusual for
affiliates of the entity  participating  in the  reorganization  to negotiate to
purchase  shares held by the present  shareholders in order to reduce the number
of  "restricted  securities"  held by persons no longer  affiliated  with us and
thereby  reduce the potential  adverse impact on the public market in our common
stock  that  could  result  from  substantial  sales of such  shares  after  the
restrictions  no longer  apply.  As a result of such  sales,  affiliates  of the
entity  participating  in the business  reorganization  with us could  acquire a
higher  percentage of equity  ownership.  Public  investors will not receive any
portion  of the  premium  that  may be  paid  in  the  foregoing  circumstances.
Furthermore,  our  shareholders may not be afforded an opportunity to approve or
consent to any particular stock buy-out transaction.

            In the event that sales of shares by our shareholders, including our
officers and  directors,  is a  negotiated  element of a future  acquisition,  a
conflict of interest may arise because  directors  will be  negotiating  for the
acquisition  on our behalf and for sale of their shares for their own respective
accounts. Where a business opportunity is well suited for acquisition by us, but
affiliates of the business  opportunity  impose a condition that management sell
their  shares at a price,  which is  unacceptable  to them,  management  may not
sacrifice  its financial  interest for us in order to complete the  transaction.
Where  the  business  opportunity  is not well  suited,  but the  price  offered
management  for their shares is high,  management  will be tempted to effect the
acquisition to realize a substantial gain on their shares in us.  Management has
not adopted any policy for resolving the foregoing potential  conflicts,  should
they arise, and does not intend to obtain an independent  appraisal to determine
whether  any price that may be offered  for their  shares is fair.  Stockholders
must rely,  instead,  on the  obligation  of management to fulfill its fiduciary
duty under state law to act in the best interests for our stockholders and us.

            It  is  anticipated   that  any   securities   issued  in  any  such
reorganization would be issued in reliance on exemptions from registration under
applicable federal and state securities laws. In some circumstances, however, as
a  negotiated  element  of  the  transaction,  we may  agree  to  register  such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  times  thereafter.  Although  the  terms  of such
registration  rights  and  the  number  of  securities,  if  any,  which  may be
registered  cannot  be  predicted,  it  may be  expected  that  registration  of


                                       7
<PAGE>

securities  by us in these  circumstances  would entail us to incur  substantial
expense. The issuance of substantial  additional  securities and their potential
sale into any  trading  market  that may  develop in our  securities  may have a
depressive effect on such market.

            While the actual terms of a  transaction  to which we may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  our
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for  tax-free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation. Generally, we will be the acquiring
corporation in such a business  reorganization,  and the tax-free  status of the
transaction will not depend on the issuance of any specific amount of our voting
securities.  It is not  uncommon,  however,  that as a  negotiated  element of a
transaction  completed  in reliance on section 368,  the  acquiring  corporation
issue  securities  in such an  amount  that  the  shareholders  of the  acquired
corporation  hold  50% or more of the  voting  stock  of the  surviving  entity.
Consequently,   there  is  a  substantial   possibility  that  our  shareholders
immediately  prior to the  transaction  would retain less than 50% of the issued
and outstanding  shares of the surviving  entity.  Therefore,  regardless of the
form  of the  business  acquisition,  it may be  anticipated  that  stockholders
immediately prior to the transaction will experience a significant  reduction in
their percentage of ownership in us.

            Notwithstanding  the  fact  that we are  technically  the  acquiring
entity in the foregoing circumstances,  generally accepted accounting principles
ordinarily  require that such a  transaction  be accounted for as if we had been
acquired by the other entity owning the business and, therefore, will not permit
a write-up in the carrying value of the assets of the other company.

            The manner in which we  participate in a business will depend on the
nature of the business,  the our respective  needs and desires as well the other
parties,  plus the  management  of the  business  and our  relative  negotiating
strength.

            We will  participate  in a business only after the  negotiation  and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements cannot be predicted,  generally such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms.


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<PAGE>

Operation of Business After Acquisition

            Our operation  following the  acquisition of a business is dependent
on the nature of the business and the interest acquired.  Our present management
may or may not have  experience  in the nature of the  acquired  business and is
unable to predict  whether we will be in control  of the  acquired  business  or
whether the acquired  business will control us. It may be additionally  expected
that the acquired  business  will  present and be subject to various  risks like
governmental regulation, competition and other risks that cannot be predicted at
the present time.

Governmental Regulation

            It is impossible to predict the  government  regulation,  if any, to
which we may be subject until it has acquired an interest in a business. The use
of assets and/or  conduct of businesses  that we may acquire could subject it to
environmental,  public health and safety, land use, trade, or other governmental
regulations  and state or local  taxation.  In  selecting a business in which to
acquire an interest, management will endeavor to ascertain, to the extent of the
limited  resources  of us, the  effects  of such  government  regulation  on our
prospective  new  business.  In  certain  circumstances,  however,  such  as the
acquisition of an interest in a new or start-up business activity, it may not be
possible  to  predict  with any  degree of  accuracy  the  impact of  government
regulation.  The inability to ascertain the effect of government regulation on a
prospective  business  activity will make the acquisition of an interest in such
business a higher risk.

Competition

            We will be  involved  in intense  competition  with  other  business
entities,  many of which will have a competitive edge over us by virtue of their
stronger  financial  resources  and prior  experience  in business.  There is no
assurance that we will be successful in obtaining suitable investments.

Employees

            The Company is a  development  stage  company and  currently  has no
employees.  Our current President,  through a verbal consulting agreement,  will
devote only such time to our affairs as he deems  appropriate which is estimated
to be  approximately  40  hours  per  month  in  Australia  for an  agreed  upon
compensation amount of $3,000 per month. Presently, we do not have any intention
of entering into a formal employment or consulting  agreement with our President
or requiring him to relocate to the United States from Australia. In addition to
Blue-Chip, our management expects to use consultants,  attorneys and accountants
as necessary,  and do not anticipate a need to engage any permanent employees so
long as we are  seeking  and  evaluating  businesses.  The need  for  additional
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.

         We do not intend to have any  employees  until such time as it would be
necessitated by business.


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<PAGE>

Risk Factors Relating To Our Business

            In addition to the other information contained in or incorporated by
reference  into this Form 10-KSB,  you should  carefully  consider the following
risk factors and other information contained in this report.

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

                                       11
<PAGE>

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

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


Item 2.  Description of Property.

         A.  Description of Property

         Our address is 3993 Howard Hughes Parkway, Suite 270, Las Vegas, Nevada
89109.  We currently  sub-lease  space from  Rescobod  Pty,  Ltd. a  corporation
organized  under the laws of the Country of  Australia  which is tenant for this
space. Our agreement with this tenant is that we contribute  $6,500 per month to
use a portion of the space. Blue-Chip also is sub-leasing space in this location
and has agreed to reimburse us  approximately  $3,000.00 per month to share this
space and provide us with limited  support  staff in order for us to operate the
office. Our arrangement with Rescobod Pty, Ltd. is on a month-to-month basis and
can be terminated by us with 30 days advance notice.

         B.  Investment Policies

         We do not  currently own and we have not made any  investments  in real
estate,  including  real  estate  mortgages,  and we do not  intend to make such
investments in the near future.


Item 3.  Legal Proceedings

         We do not have any exposure to legal liabilities,  past or present that
could  cause  harm  to our  shareholders  and  us in the  future  of  which  our
management is aware.


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

         No matters  were  submitted  to a vote of security  holders  during the
fiscal year ended December 31, 2002.


                                       12
<PAGE>

                                     PART II

Item 5.  Market Price of and Dividends on the Registrant's Common Equity and
         Related Stockholder Matters.

                  (i)      Market Information

         Until  November 30, 2001,  there was no public  trading  market for our
stock. On that day, our common stock was cleared for trading on the OTC Bulletin
Board system under the symbol FXYJ. On December 11, 2002, our trading symbol was
changed to PPYR. A very limited  market  exists for the trading of the Company's
common stock.

         The table  below  sets  forth the high and low bid prices of our common
stock for each  quarter  shown,  as  provided  by the NASD  Trading  and  Market
Services Research Unit.  Quotations reflect inter-dealer prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.

Fiscal 2002                                  High                  Low
-----------                                  ----                  ---
Quarter ended December 31, 2001             $0.03                 $0.02
Quarter ended March 31, 2002                $0.15                 $0.08
Quarter ended June 30, 2002                 $0.30                 $0.11
Quarter ended September 30, 2002            $0.32                 $0.07
Quarter ended December 31, 2002             $0.65                 $0.09

Impact of Being an OTC Bulletin Board Stock

            Our common stock is quoted on the OTC  Bulletin  Board and is traded
in the  over-the-counter  markets.  Unless  and until our common  shares  become
quoted on the Nasdaq system or listed on a national securities exchange,  we may
at any time be subject to the "penny  stock"  provisions of the Exchange Act and
applicable  SEC rules.  At any time when the market price of our common stock is
below $5.00 per share,  our common stock may be deemed to be a penny  stock.  In
that event,  our common  stock will be subject to rules that  impose  additional
sales  practices on  broker-dealers  who sell our securities.  For  transactions
covered by the penny stock  rules,  the  broker-dealer  must make a  suitability
determination  for each purchaser and receive the purchaser's  written agreement
prior to the sale. In addition,  the  broker-dealer  must make certain  mandated
disclosures in penny stock  transactions,  including the actual sale or purchase
price and actual bid and offer  quotations,  the  compensation to be received by
the  broker-dealer  and  certain   associated   persons,   and  deliver  certain
disclosures  required  by the SEC. So long as our common  shares are  considered
"penny  stocks",  many  brokers  will be  reluctant  or will  refuse  to  effect
transactions in our shares,  and many lending  institutions  will not permit the
use of penny stocks as collateral for any loans.

Our Common Stock is Thinly  Traded and Our Stock Price May be More Volatile than
the Market in General

            Because  our common  stock is thinly  traded,  our market  price may
fluctuate  significantly  more than the stock  market  in  general  or the stock
prices of similar  companies which are exchange listed or quoted on NASDAQ.  Our
public float is approximately  1,000,000  shares,  thus our common stock will be
less liquid than the stock of companies with broader public ownership, and, as a


                                       13
<PAGE>

result,  the trading  prices for our common  stock may be more  volatile.  Among
other things,  trading of a relatively small volume of our common stock may have
a greater  impact on the  trading  price for our stock than would be the case if
our public float were larger.

                  (ii)     Dividends

         We have never paid or declared  any dividend on its Common Stock and do
not anticipate paying cash dividends in the foreseeable future.

                  (iii)    Holders

         All holders of  outstanding  Common Shares are equal to each other with
respect to voting and  dividend  rights and are equal to each other with respect
to liquidation rights. Special meetings of the stockholders may be called by the
officers,  directors or upon the request of a majority of the  stockholders.  In
the event of liquidation,  dissolution or winding up of our affairs, holders are
entitled  to receive  ratably  our net  assets  available  to our  stockholders.
Holders  of  outstanding  Common  Shares  have  no  preemptive,   conversion  or
redemptive rights. All of the issued and outstanding Common Shares, when offered
and sold will be duly authorized, validly issued, fully paid and non-assessable.
To the extent that  additional  Common  Shares of the  Company  are issued,  the
relative  interests  of the then  existing  stockholders  may be diluted.  As of
December 31 2002, we had 5,027,000 shares of common stock issued and outstanding
held by approximately 80 shareholders of record.

                  (iv)     Liquidity and Capital Resources

         On December 12,1997,  we issued 1,000,000 shares of it $0.001 par value
common stock to its director and incorporator in exchange for services valued at
$1,000.  These  services  included  incorporating  us in the State of Nevada and
paying the relevant fees.

         On June 7, 1998, our original incorporator sold 600,000 shares  of  his
personally owned common stock to Mr. Fox.

         On  September 1, 1998 we issued  400,000  shares of it $0.001 par valu
common stock to Mr. Fox in exchange for inventory valued at $500.

         On December 1, 1999, we sold 100,000  shares of common stock for $2,000
to two individuals.  Each party received 50,000 shares at $0.02 per share. These
shares  were sold in a  private  transaction  not  involving  a public  offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act).

         We were issued a permit to sell  securities  to the public in the State
of Nevada  pursuant to Nevada  Revised  Statues  Chapter  90.490.  This offering
(hereinafter  referred  to as the  "Offering")  was  made  in  reliance  upon an
exemption from the registration  provisions of Section 5 of the Act, as amended,
pursuant  to  regulation  D,  Rule  504,  of  the  Act.  We  sold  five  hundred
twenty-seven  thousand  seven hundred  (527,700)  shares of our $0.001 par value
common stock during the Offering to  approximately  90 shareholders in the State
of Nevada at $0.05 per share for total cash of $26,385.  The Offering was closed
July 28,  2000.  We filed an original  Form D with the  Securities  and Exchange
Commission.

                                       14
<PAGE>

         As part of the  Merger,  we  issued  3,000,000  shares  of our stock to
Marrone pursuant to an exemption from the Act

         Other  than as  provided  for above in this Item 5,  there have been no
other  issuances of common or preferred  stock.  These are our only  significant
capitalization events to date.

         As of December 31 2001, we had 5,027,700  shares of common stock issued
and outstanding held by approximately 90 shareholders of record.


Item 6.  Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

         This Form  10-KSB  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-KSB 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")  or  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


                                       15
<PAGE>

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.

(b)         Liquidity and Capital Resources

            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,  on the  accompanying  financial
statements,  have  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 Marrone to provide
such cash to meet our operational  needs.  Marrone has provided us, from time to
time,  with such funds since the Merger and intends to continue to provide  such
funds  until  we can  generate  our own  funds  or enter  into  merger  or other
agreements or  arrangements  with others,  which would allow us to cover our own
expenses.  However,  there can be no  assurances  that Marrone will  continue to
provide such fund or enter into other  agreements or arrangements  since we have
had no significant operations creating significant revenues to date and our need
for  capital  may change  dramatically  if it acquires an interest in a business
opportunity during that period.

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


Item 7.  Financial Statements

            Our financial  statements appear at the end of this report beginning
with the Index to Financial Statements on page F-1


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

            On April 9, 2003, we notified our former auditor, G. Brad Beckstead,
CPA  ("Beckstead")  that we retained  Piercy  Bowler  Taylor & Kern,  Las Vegas,
Nevada ("Piercy Bowler") as our new independent  certifying accountant effective
immediately.

                                       16
<PAGE>

            The reports of Beckstead  with respect to us from the inception date
of December 12, 1997 through  December 31, 2001 contained no adverse  opinion or
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit  scope or  application  of  accounting  principles,  except that the audit
reports  were  modified  to  express  substantial  doubt as to  whether  we will
continue  as a  going  concern.  During  fiscal  years  2000  and  2001  and the
subsequent interim period preceding the date of termination of Beckstead,  there
were no  disagreements  between the us and Beckstead on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,   if  not  resolved  to  the  satisfaction  of
Beckstead,  would have caused  Beckstead to make reference to the subject matter
of the disagreements in his report on the financial statements for such year.

         Our Board of Directors approved the engagement of Piercy Bowler. During
our two most recent  fiscal  years and the  subsequent  interim  period prior to
engaging Piercy Bowler,  neither the Company nor anyone on its behalf  consulted
with Piercy Bowler regarding either (i) the application of accounting principles
to a specific  transaction,  either  completed or proposed,  or (ii) the type of
audit  opinion  that might be  rendered  on the our  financial  statements,  and
neither a written  report nor oral advice was  provided  to us by Piercy  Bowler
that was an important  factor  considered by us in reaching a decision as to any
accounting,  auditing or financial  reporting issue; or (ii) any matter that was
either the subject of a disagreement  or a reportable  event, as those terms are
defined in Item 304(a)(1) of Regulation S-K and the related instructions to Item
304 of Regulation S-K.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.

The names, ages and positions of the Company's  directors and executive officers
are as follows:

Name                      Age       Position
----                      ---       --------
Mike Fox(1)               44        President, CEO
                                     Director & Chairman of the Board

Cleone Bickers(2)         70        Vice-President

Gary Marrone(3)           52        President, CEO
                                      Director & Chairman of the Board

Alexander Gilliland       52        Chief Executive and Financial Officer,
                                     Director & Chairman of the Board
-------------
(1)  Mr. Fox resigned on November 21, 2002.

(2)  Ms. Bickers resigned on October 28, 2002.

(3)  Mr. Marrone  resigned as an officer of the Company on March 24, 2003 and as
     a member of the Board of Directors on March 28, 2003.

(4)  Mr.  Gilliland  was  appointed  President,  CEO on March  24,  2003 and was
     elected to the Board of Directors on March 24, 2003.

                                       17
<PAGE>

Family relationships

         Cleone Bickers is the aunt of Michael Fox.

Work Experience

         Mike Fox, was the President,  Secretary,  Treasurer,  and a Director of
the Company until his resignation on November 21, 2002. He has been the Director
of Operations with Shelter Software Products, LLC, Las Vegas since January 1999.
Between June 1998 and January 1999 he attended  jewelry-manufacturing  school in
preparation  for his tenure with the  Company.  Prior to that,  he was  Property
Manager for McKellar  Development  Inc., from August 1995 until June 1998 in Las
Vegas, Nevada.

         Cleone Bickers was the Company's Vice President  until her  resignation
on  October  28,  2002.  She has  worked  primarily  in the real  estate/storage
businesses for approximately the last past nine (9) years.

         Gary Marrone,  M.D.  was our Chairman of  the  Board,  President,  CEO,
Secretary  and  Treasurer  until his  resignations  on March 23,  and 28,  2003,
respectively.  Dr. Marrone is a retired physician spending more than 14 years as
orthopedic surgeon primarily in Las Vegas, Nevada. Dr. Marrone received his B.S.
in Electrical Engineering from the University of Notre Dame in 1970, a Doctorate
in  Medicine  from  Georgetown  University  Medical  Center  in 1976 and did his
residency in general and orthopedic surgery at the Georgetown University Medical
Center  from 1976  until  1980.  Dr.  Marrone  also is the  President  and Chief
Executive  Officer of Marrone  Enterprises  LLC, which focuses on  medical-legal
services,  sports medicine marketing and real estate ventures. In addition,  Dr.
Marrone currently owns 100% of the issued and outstanding stock of Blue-Chip.

         Alexander  Gilliland  is our current  Chairman of the Board,  Director,
Chief Executive and Financial Officer since March 2003. Mr. Gilliland  currently
serves as the CEO for the Royal Blind Foundation in Queensland,  Australia since
October  2002  which is  non-profit  entity  focusing  on the needs  for  vision
impairment  matters in Australia.  From 1991 until  September 2001, Mr. Gilliand
was the CEO of the Diabetes  Australia  Queensland,  which primarily worked with
the Australian government to distribute products to Australian citizens who have
diabetes. Mr. Gilliland received a Bachelor of Arts Degree in Economics from the
University of Queensland, Australia.

         Directors are elected in accordance  with our bylaws to serve until the
next annual  stockholders  meeting.  We do not  currently  pay  compensation  to
directors for services in that capacity.

         Officers  are elected by the board of  directors  and hold office until
their  successors  are chosen and  qualified,  until  their  death or until they
resign or have been removed from office.  All  corporate  officers  serve at the
discretion of the board of directors.  There are no family relationships between
any of our directors or executive  officers and any other  director or executive
officer.


                                       18
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
directors and executive officers, and persons who beneficially own more than ten
percent  of a  registered  class  of  our  equity  securities  (referred  to  as
"reporting  persons"),  to file  with the  Securities  and  Exchange  Commission
initial reports of ownership and reports of changes in ownership of common stock
and other of equity  securities.  Reporting  persons are required by  Commission
regulations to furnish us with copies of all Section 16(a) forms they file.


Item 10.  Executive Compensation.

(1)      Compensation of Executive Officers

         As a result of our  current  limited  available  cash,  no  officer  or
director received  compensation  during the fiscal year ended December 31, 2002,
except as provided for in the  following  chart.  We intend to pay salaries when
cash flow  permits.  No  officer or  director  received  stock  options or other
non-cash compensation during the fiscal year ended December 31, 2002. We do have
employment  agreements  in place with any officer and Mr.  Gilliland  receives a
monthly consulting fee of $3,000.


Name                      Position                 Annual Salary      Bonus
----                      --------                 -------------      -----
Mike Fox(1)               President/CEO,               None            None
                           Director, and
                           Chairman of the Board

Cleone Bickers(2)         Vice President               None            None

Gary Marrone(3)           President/CEO,             $54,000(4)        None
                           Director, and
                           Chairman of the Board

Alexander Gilliland(5)    Chief Executive              None            None
                           and Financial Officer,
                           Director, and
                           Chairman of the Board

-----------
(1)  Mr. Fox resigned on November 21, 2002.
(2)  Ms. Bickers resigned on October 28, 2002.
(3)  Mr.  Marrone  resigned as an officer on March  28,2003 and as a director on
     March 28, 2003.
(4)  This amount of salary has been  accrued,  and payment has been deferred and
     not paid to Mr. Marrone.
(5)  Since he first joined the Company in March 2003, Mr. Gilliland  rendered no
     services to the Company and,  therefore earned no compensation,  during the
     year ended December 31, 2002.

                                       19
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

A.  Security Ownership of Management and Certain Beneficial Owners

         The  following  table  sets  forth  information  as of the date of this
Registration  Statement  certain  information  with  respect  to the  beneficial
ownership of our Common Stock  concerning  stock ownership by (i) each director,
(ii) each executive officer,  (iii) the directors and officers of the Company as
a group,  (iv) and each person  known by us to own  beneficially  more than five
(5%) of the Common  Stock.  Unless  otherwise  indicated,  the owners  have sole
voting and investment power with respect to their respective shares.



Name of Beneficial                 Shares Owned                   Percent of
Owner(1)                           Beneficially (2)                 Class*
------------------                 ----------------               ----------

Mike Fox                            1,000,000                       17.99%
Cleone Bickers                              0                          -
Marrone Enterprises, LLC(3)         3,000,000                       53.6%
Alexander Gilliland                   200,000                          *

All  officers and directors as        200,000                          *
a group (1 person)

-----------------
*    Percent of class based upon 5,587,700 shares outstanding on May 1, 2003.

(1)  Unless  otherwise  indicated,  the mailing address for each  shareholder is
     3993 Howard Hughes Parkway, Suite 270, Las Vegas, Nevada 89109.

(2)  The term beneficial ownership with respect to a security is defined by Rule
     13d-3 under the  Securities  Exchange Act of 1934 as  consisting of sole or
     shared voting power (including the power to vote or direct the vote) and/or
     sole or shared  investment  power (including the power to dispose or direct
     the  disposition)  with  respect  to the  security  through  any  contract,
     arrangement,  understanding,  relationship or otherwise.  Unless  otherwise
     indicated,  beneficial  ownership  is of record and consists of sole voting
     and investment power.

(3)  This is an entity that is entirely owned and controlled by Gary S. Marrone.

B.  Persons Sharing Ownership of Control of Shares

         No persons other than Marrone Enterprises, LLC own shares or the  power
to vote five percent (5%) or more of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

         We have not issued any non-voting securities.

D.  Options, Warrants and Rights

         There are no options, warrants or rights to purchase our securities.

                                       20
<PAGE>

E.  Parents of Issuer

         Under the  definition  of parent,  as including  any person or business
entity who controls  substantially  all (more than 80%) of the issuers of common
stock, we have no parents.


Item 12.  Certain Relationships and Related Transactions.

         We have  reached an  understanding  with  Blue-Chip  under which we may
engage the  services  of  Blue-Chip  to  explore  business  combinations  and/or
investment  opportunities on our behalf.  Before any engagement,  we would enter
into a formal agreement with Blue-Chip which would, among other things,  provide
for compensation to Blue-Chip from us for such services.  Blue-Chip is an entity
owned and  controlled by Gary S. Marrone,  our former  Chairman of the Board and
officer as well as largest  shareholder via his ownership of Marrone Enterprises
LLC.


Item 13.  Exhibits and Reports on Form 8-K

(a)      Exhibits.

         The following  documents are included or  incorporated  by reference as
exhibits to this report:

Exhibits               Description
--------               -----------
2.1       Agreement  and Plan of  Merger,  dated  as of the 28th day of  October
          2002, between Foxy Jewelry and PrimePlayer  Incorporated  (included as
          Exhibit  99.3 to the Form 8-K filed with the  Securities  and Exchange
          Commission dated December 13, 2002).

3.1       Articles of  Incorporation  of  PrimePlayer  Incorporated  (Previously
          filed as an exhibit to the  Company's  Form  10SB12G  filed on May 24,
          2001)

3.2       Bylaws of PrimePlayer  Incorporated (Previously filed as an exhibit to
          the Company's Form 10SB12G filed on May 24, 2001)

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

                                       21
<PAGE>

(b)      Reports On Form 8-K

         We filed the following Form 8-K's:

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

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

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


Item 14.   CONTROLS AND PROCEDURES

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

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


                                   SIGNATURES

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

                                   PrimePlayer Incorporated

Date:  May 30, 2003                /s/   Alexander Gilliland
                                   -------------------------
                                   Chief Executive Officer and
                                   Chief Financial Officer

            In accordance  with the Exchange Act, this report has been signed by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Date:  May 30, 2003                /s/ Alexander Gilliland
                                   -----------------------
                                   Director,  Chairman,  Chief Executive Officer
                                   and Chief Financial Officer
                                   (Principal Executive and Financial Officer)



                                       22
<PAGE>


                                  CERTIFICATION

I, ALEXANDER GILLILAND, certify that:

1.  I  have  reviewed   this  annual  report  on  Form  10-KSB  of   PrimePlayer
Incorporated.

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

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

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

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

5. The  registrant,  through  me,  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 functions):

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

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

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


Date:       May 30, 2003


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


                                       23

<PAGE>




                         INDEX TO FINANCIAL STATEMENTS

                           PRIMEPLAYER, INCORPORATED
                        (A Development-Stage Enterprise)
                               December 31, 2002

                                                                        Page

REPORT OF PIERCY  BOWLER  TAYLOR & KERN                                 F-2

BALANCE SHEETS, DECEMBER 31, 2002 AND 2001                              F-3

STATEMENTS OF DEVELOPMENT STAGE OPERATIONS FOR THE YEARS
 ENDED DECEMBER 31, 2002, AND 2001 AND THE CUMULATIVE PERIOD
 FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002                       F-4

STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY FOR THE YEARS
 ENDED DECEMBER 31, 2002, AND 2001 AND THE CUMULATIVE PERIOD
 FROM JANAURY 19, 2000 THROUGH DECEMBER 31, 2002                        F-5

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002,
 2001 AND THE CUMULATIVE PERIOD FROM JANUARY 19, 2000, THROUGH
 DECEMBER 31, 2002                                                      F-6

NOTES TO FINANCIAL STATEMENTS                                           F-7


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
PrimePlayer, Incorporated
Las Vegas, Nevada

We have audited the  accompanying  balance sheets of  PrimePlayer,  Incorporated
(the Company), a development stage enterprise, as of December 31, 2002 and 2001,
and the related statements of development stage operations, stockholders' equity
deficiency  and cash flows for the years ended  December 31, 2002, and 2001, and
the cumulative  period from January 19, 2000,  through  December 31, 2002. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the  accompanying  financial  statements of the Company present
fairly, in all material respects, its financial position as of December 31, 2002
and 2001, and the results of its development stage operations and cash flows for
the  periods  presented,   in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2, the Company
has incurred development stage losses resulting in a substantial working capital
deficiency and an operating deficit, and its ability to pay its obligations when
due and to exit the  development  stage is dependent upon its obtaining  license
agreements  for its  product  with  satisfactory  terms,  generating  profitable
operations and raising additional financing.  These conditions raise substantial
doubt as to the Company's  ability to continue as a going concern.  Management's
plans in regard to those  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




/s/ Piercy  Bowler  Taylor & Kern
---------------------------------
Piercy  Bowler  Taylor & Kern

Las Vegas, Nevada
May 20, 2003

                                      F-2
<PAGE>
                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

                                                         2002            2001
                                                      ----------     ----------
ASSETS

Current asset, cash .............................     $    1,169     $       39

 Furniture and equipment,
  net of accumulated depreciation ...............         49,556         16,086

 Deposit .......................................          15,000
                                                      ----------     ----------
                                                      $   65,725     $   16,125
                                                      ==========     ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

 CURRENT LIABILITIES:
    Accounts payable ............................        122,470
    Accrued expenses ............................         69,150
                                                      ----------
                                                         191,620
                                                      ----------
 Other liabilities:
    Due to shareholders .........................        261,992         85,011
                                                      ----------     ----------

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

    Common stock, $.001 par value, 50,000,000 shares
     authorized, 5,027,700 issued and outstanding          5,028          5,028

    Additional paid-in-capital deficiency .......         (5,028)        (5,028)

    Deficit accumulated in the development stage        (387,887)       (68,886)
                                                      ----------     ----------
                                                        (387,887)       (68,886)
                                                      ----------     ----------
                                                      $   65,725     $   16,125
                                                      ==========     ==========



See accompanying notes to financial statements

                                      F-3
<PAGE>


<TABLE>
<CAPTION>
                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   STATEMENTS OF DEVELOPMENT STAGE OPERATIONS
     FOR THE YEARS ENDED DECEMBER 31, 2002, AND 2001 AND THE CUMULATIVE PERIOD
                FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002


                                                           DECEMBER 31        FROM JANUARY 19, 2000,
                                                  --------------------------   (INCEPTION) THROUGH
                                                      2002           2001        DECEMBER 31, 2002
                                                  -----------    -----------   -------------------
<S>                                               <C>            <C>                <C>
Selling, general, and administrative expenses .   $   184,540    $    13,793        $   238,415

Interest expense-related party ................        13,980         10,402             28,991
                                                  -----------    -----------        -----------

Loss before impairment write-off and income tax       198,520         24,195            267,406

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

Net loss ......................................   $  (319,001)   $   (24,195)       $  (387,887)
                                                  ===========    ===========        ===========


Net loss per common share .....................   $      0.06    $      0.00        $      0.08
                                                  ===========    ===========        ===========
Weighted average number of
shares outstanding ............................     5,027,700      5,027,700          4,934,115
                                                  ===========    ===========        ===========
</TABLE>





See accompanying notes to financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY
       FOR THE YEARS ENDED DECEMBER 31, 2002, AND 2001 AND THE CUMULATIVE PERIOD
                 FROM JANAURY 19, 2000 THROUGH DECEMBER 31, 2002


                                                                                                         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)
                                                =========   =========   ============     ===========  =============
</TABLE>



See accompanying notes to financial statements.


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                    PRIMEPLAYER, INCORPORATED AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND THE CUMULATIVE PERIOD
                FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002



                                                       YEAR               YEAR          FROM JANUARY 19, 2000,
                                                       ENDED              ENDED           (INCEPTION) THROUGH
                                                  DECEMBER 31,2002   DECEMBER 31,2001      DECEMBER 31,2002
                                                  ----------------   ----------------   ---------------------
<S>                                               <C>                <C>                <C>
OPERATING ACTIVITIES:
       Net cash used in operating activities       $      (4,979)    $      (3,067)      $     (42,765)
                                                   -------------     -------------       -------------
INVESTING ACTIVITIES:
     Purchases of furniture and equipment                (50,953)                              (50,953)
     Web development costs                              (109,418)                             (141,593)
                                                   -------------                         -------------
       Net Cash used in investing activities            (160,371)                             (192,546)
                                                   -------------                         -------------

FINANCING ACTIVITIES:
     Proceeds from shareholder advances                  188,000             3,000             258,000
     Repayments of shareholder advances                  (21,520)                              (21,520)
                                                   -------------     -------------       -------------
       Net cash provided by financing activities         166,480             3,000             236,480
                                                   -------------     -------------       -------------

NET INCREASE (DECREASE) IN CASH                            1,130               (67)              1,169
CASH, BEGINNING                                               39               106
                                                   -------------     -------------       -------------

CASH, ENDING                                       $       1,169     $          39       $       1,169
                                                   =============     =============       =============
</TABLE>

See accompanying notes to financial statements.

                                      F-6
<PAGE>


                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS
         FOR THE YEAR ENDED DECEMBER 31, 2002, 2001 AND THE CUMULATIVE
             PERIOD FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002

1.   BACKGROUND INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BUSINESS ACTIVITIES AND HISTORY. In November 2002, in what is commonly accounted
for as a "public  shell  merger," a controlling  interest in Foxy Jewelry,  Inc.
(referred to herein as Foxy) was  effectively  exchanged  for 100% of the common
stock of a privately  owned company, PrimePlayer,  Incorporated  (PrimePlayer1).
Foxy  (which  is  the  surviving  entity)   concurrently  changed  its  name  to
PrimePlayer, Incorporated (the Company).


PrimePlayer1  was a marketing  company that intended to utilize the internet and
traditional media and nontraditional  marketing mediums to advance the interests
of its clients.  In the spring of 2003, the Company refocused its efforts on the
acquisition and marketing of public or private companies with exceptional growth
potential.

As  PrimePlayer1,  the  Company  has been in the  development  stage  since  the
inception of a  predecessor  entity,  PrimePlayer,  LLC, on January 19, 2000. In
preparation  for  the  foregoing  public  shell  merger   transaction  in  2002,
PrimePlayer,  LLC, merged into PrimePlayer,  Incorporated,  which was formed and
commonly-owned at that time.

In connection  with the public shell merger,  net liabilities of Foxy were first
distributed  to  its  principal  shareholder  in  a  disproportionate   spin-off
transaction  resulting  in its  public  shell  status  and  leaving no assets or
liabilities to merge with PrimePlayer1.  For financial accounting purposes,  the
transaction  was  treated  similarly  to  an  acquisition  of  Foxy  by,  and  a
recapitalization  (Note  5)  of,  PrimePlayer1.   Accordingly,   the  historical
statements of development stage operations and cash flows presented are those of
PrimePlayer1.  Net  loss per  share is  calculated  based  on  5,027,700  shares
outstanding  in 2002 and 2001  presented  and an  average  of  4,934,115  shares
outstanding in the cumulative  period from inception,  after giving  retroactive
effect to the recapitalization.

FURNITURE AND  EQUIPMENT.  Furniture and equipment  (Note 4) are stated at cost.
Depreciation  is provided  using the  straight-line  method  over the  estimated
useful lives of the assets.

USE OF ESTIMATES.  Timely preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
that  affect the  reported  amounts and  disclosures,  some of which may require
revision in future periods.

RESEARCH AND DEVELOPMENT COSTS. An immaterial amount of research and development
expense is included in selling, general and administrative expenses.

                                      F-7
<PAGE>

                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS
         FOR THE YEAR ENDED DECEMBER 31, 2002, 2001 AND THE CUMULATIVE
             PERIOD FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002

2.   COMMITMENTS AND CONTINGENCIES:

WAR ON TERRORISM  The United  States is involved in a war on  terrorism  that is
likely to continue  to have  far-reaching  effects on  economic  activity in the
country for an indeterminate period.

OPERATING  LEASE.  The Company is lessee under a  noncancelable  operating lease
agreement for computer  equipment.  The Company incurred rent expense of $11,294
during 2002 and none in prior periods.

          2003           $  15,278
          2004              12,732

GOING CONCERN. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As of December 31, 2002, the
Company has  accumulated an operating  deficit of $387,887 and a working capital
deficiency of $190,451.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The Company's ability to
exit the development stage as a going concern will be dependent upon the success
of management's plans.

It is management's plan to handle the administrative and reporting  requirements
of a public company, and search for potential businesses, products, technologies
and  companies  for  acquisition.  Management  plans to seek  financing  for its
operations for the foreseeable  future through debt  financing,  currently under
negotiation,  or proceeds  from  planned  mergers  and loans from its  principal
stockholder  and  commonly  controlled  affiliates.  However,  there  can  be no
assurance that these sources will provide  sufficient cash inflows to enable the
Company to achieve its operational objectives in the short term.

3.   INCOME TAXES:

As of December 31, 2002,  the Company has generated no revenues over a period of
almost three years and incurred substantial losses.  However,  since the Company
was an LLC (which is not a tax paying  entity for federal  income tax  purposes)
prior to 2002,  its losses  through  2001 have  flowed  through  directly to its
members'  individual  returns.  The potential income tax benefit of the net loss
for  2002  has  been  effectively  offset  by a 100%  valuation  allowance  and,
therefore, not reflected in the accompanying financial statements. Moreover, for
income  tax  reporting  purposes,  the  Company's  2002 loss  before  impairment
write-down  (Note 6) has been  deferred as start-up  costs and will be amortized
over five  years  commencing  when  significant  revenues  are  earned.  The net
operating loss carryforward  resulting from the impairment write-down expires in
2022.

                                      F-8
<PAGE>

                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS
         FOR THE YEAR ENDED DECEMBER 31, 2002, 2001 AND THE CUMULATIVE
             PERIOD FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002

3.   INCOME TAXES, Continued:

The major  components  of  deferred  tax  assets  not shown in the  accompanying
balance sheets as of December 31, 2002 and 2001, are:

                                             2002         2001
                                             ----         ----
      Start-up costs capitalized
       for tax purposes                   $  67,497
      Net operating loss carryforward        40,963
      Allowance                            (108,460)
                                          ---------     ----------
                                          $      -      $      -
                                          =========     ==========


4.   FURNITURE AND EQUIPMENT:

As of the balance sheet dates presented,  property and equipment consists of the
following:

                                             2002         2001
                                             ----         ----
      Furniture and equipment             $  50,953
      Software                                         $  32,175
      Less accumulated depreciation          (1,397)     (16,089)
                                          ---------    ---------
                                          $  49,556    $  16,086
                                          =========    =========

5.   CAPITALIZATION AND RELATED PARTY TRANSACTIONS:

In giving  retroactive  effect to the public shell merger and  recapitalization,
authorized  stock of the  Company was  increased  in 2002 to  50,000,000  common
shares and 10,000,000  preferred shares,  both $.001 par. Preferred stock may be
issued in various  series,  and shall have no  cumulative or voting  rights,  no
preferences or limitations, and no pre-emptive rights.

The Company's only significant  source of financing in 2002 has been $173,000 in
loans made by the majority stockholder (who was a director of the Company at the
time the loans were  made) due no earlier  than  January 1, 2004,  with  varying
interest  rates between 1 and 4%. The Company also received  $70,000 in advances
from the majority stockholder throughout 2000 and early 2001 with a 15% interest
rate. These loans were used to pay the Company's  expenses and develop a website
on a  "demonstration  disk,"  which  was  used  as  marketing  tool.  The  total
obligations,  including  interest at the end of 2002 and 2001 are  $261,992  and
$85,011, respectively.

                                      F-9
<PAGE>

                           PRIMEPLAYER, INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS
         FOR THE YEAR ENDED DECEMBER 31, 2002, 2001 AND THE CUMULATIVE
             PERIOD FROM JANUARY 19, 2000, THROUGH DECEMBER 31, 2002

6.   IMPAIRMENT WRITE-DOWN:

During 2000, the Company invested  $32,175 in developing a "demonstration  disk"
used  primarily as a marketing  tool for the business it was planning to conduct
at the time. During 2002, the Company incurred approximately $109,000 to develop
a  website  promoting  that  business  and  approximately  $11,000  to  purchase
marketing supplies to be distributed to its potential customers.  However, since
the Company changed its business focus,  these assets have no expected remaining
service potential and are considered fully impaired.  Accordingly, the remaining
unamortized cost has been written down in 2002.

7.   SUPPLEMENTAL CASH FLOW INFORMATION:

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

                                                             January 19, 2000
                                                               (inception)
                                                                 through
                                     2002           2001     December 31, 2002
                                ------------    -----------  -----------------
     Net loss                   $   (319,001)   $   (24,195)  $   (387,887)
     Depreciation                     17,451         10,726         33,539
     Impairment write-down           109,451                       109,451
     Decrease in deposits            (15,000)                      (15,000)
     Increase in:
       Accounts payable              122,470                        122,470
       Accrued expenses               79,650         10,402          94,662
                                ------------    ------------  -------------
                                $     (4,979)   $    (3,067)  $     (42,765)
                                ============    ===========   =============

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Advances made as direct  payments by the  stockholders  on behalf of the Company
for asset purchases was $32,175 in 2000.

Cash paid for interest was $3,480 in 2002 and none in prior periods.


                                      F-10