UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549 
 **FORM
        10-KSB**


[X]
                ANNUAL
                    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                    OF
                    1934For
                    the fiscal year endedDecember
                    31, 2003[
                      ]
                TRANSITION
                    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACTFor
                    the transition period from _________ to ________Commission
                    file number000-32795


**PRIMEPLAYER
                INCORPORATED**(Name
                of small business issuer in its charter)**Nevada**
            **88-0442629**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**2235
                E. Flamingo Road, Suite D-4, Las Vegas, NV**
            **89119**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number:702-461-6220Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registeredNone
            Not
                ApplicableSecurities
                registered under Section 12(g) of the Exchange Act:Common
                Stock, par value $0.001(Title
                of class)





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities 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]





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      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 [  ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [X] Yes [  ] No





State
      issuer’s revenue for its most recent fiscal year. **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days.


**$7,001,332
      as of February 28, 2006.**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **520,003,807
      issued and outstanding at March 20, 2006.**





Transitional
      Small Business Disclosure Format (Check One): Yes [ ] No [X]





***Table
          of Contents***








**TABLE
      OF CONTENTS**





Page**PART
                I**Item
                1:
            Description
                of Business
            3Item
                2:
            Description
                of Property
            4Item
                3:
            Legal
                Proceedings
            4Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            4**PART
                II**Item
                5:
            Market
                for Common Equity and Related Stockholder Matters
            5Item
                6:
            Plan
                of Operation
            7Item
                7:
            Financial
                Statements
            10Item
                8:
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            11Item
                8A:
            Controls
                and Procedures
            11Item
                8B:
            Other
                Information
            12**PART
                III**Item
                9:
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            13Item
                10:
            Executive
                Compensation
            15Item
                11:
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            16Item
                12:
            Certain
                Relationships and Related
                Transactions
            16Item
                13:
            Exhibits
            17Item
                14:
            Principal
                Accountant Fees and Services
            17











2
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          of Contents***


**PART
      I**


**Item
      1.** **Descriptionof
      Business**





**Business
      Development**





We
      were
      incorporated under the laws of the State of Nevada on December 12, 1997 under
      the name The Business Inn. We have also operated under the name Foxy Jewelry,
      Inc.





On
      November 8, 2002, we entered into a Merger and Plan of Agreement (the "Merger")
      with PrimePlayer, Incorporated, a privately-held company. 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. Pursuant to the terms of the Merger,
      PrimePlayer, Incorporated was merged into us and we were the surviving entity.
      We then changed our name to PrimePlayer, Incorporated.





On
      March
      26, 2003, our management discontinued the implementation of our business plan
      to
      develop and operate internet websites because we were unable to secure
      financing. Since this time, we have attempted to identify and evaluate other
      business and technology opportunities in order to proceed with an active
      business operation. At the present time, we have not identified any other
      business and/or technology opportunities that our management believes are
      consistent with the best interest of the company. We can provide no assurance
      that we will be successful in acquiring other businesses or technology due
      to
      our limited working capital. We anticipate that if we are successfully able
      to
      identify technology or businesses for acquisition, we will require additional
      financing in order to enable us to complete the acquisition. However, we can
      provide no assurance that if we pursue additional financing we will receive
      any
      financing. Given our lack of success in generating any discussions, we plan
      to
      retain a consultant to assist us identifying additional business and/or
      technology for acquisition, but have not retained a consultant at the present
      time.





**Patents,
      Licenses, Trademarks, Intellectual Property, Franchises, Concessions, Royalty
      Agreements, or Labor Contracts**





We
      do not
      own any interest in a patent, trademark, license, franchise, concession, or
      royalty agreement.





**Employees**





At
      the
      present time, we have no employees other than our sole officer, Mr. Alexander
      Gilliland. We do not anticipate hiring any employees until such time as we
      are
      able to acquire any additional businesses and/or technology.




3
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          of Contents***


**Government
      Regulation**




We
      are
      not aware of any existing or probable governmental regulation that will have
      a
      material impact on our company.





We
      are
      not subject to any compliance with environmental laws.




**Research
      and Development**





We
      did
      not incur any research or development expenditures during the fiscal years
      ended
      December 31, 2003 or 2002.





**Item
      2.**  **Description
      of Property**





We
      do not
      lease or own any real estate property. At the present time, we maintain offices
      at 2235 E. Flamingo Road, Suite D-4, Las Vegas, Nevada 89119. Our offices are
      provided by our sole officer at no cost





**Item
      3.** **LegalProceedings**





In
      January 2003, a subcontractor we hired filed a claim with the Labor Commissioner
      of the State of California alleging he was due wages from January 1, 2003
      through January 15, 2003 in the amount of $4,250 as well as waiting time
      penalties pursuant to Labor Code Section 203 at a daily rate of $396.23. A
      hearing was conducted in San Jose, California on September 4, 2003. Following
      the hearing, we were order to pay compensation in the amount of $4,000 in wages
      and $304.65 interest.





By
      letter
      dated May 1, 2003 from Vignette Corporation (“Vignette”), Vignette claimed that
      we were in default of an agreement and that it intended to pursue litigation
      for
      collect monies due. We notified Vignette that the agreement was not binding
      because it was entered into by an independent contractor without any express
      or
      implied authority. In addition, we never received any services from Vignette.
      We
      were not served with any notice of litigation or have otherwise been provided
      with notice that a judgment has been entered against us.





**Item
      4. Submissionof Matters to a Vote of Security
      Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the forth quarter of the fiscal
      year ended December 31, 2003.





4
 ***Table
          of Contents***




**PART
      II**





**Item
      5. Marketfor Common Equity and Related Stockholder
      Matters**





**Market
      Information**





Our
      common stock was quoted on the OTC Bulletin Board, which is sponsored by the
      National Association of Securities Dealers (“NASD”). The OTC Bulletin Board is a
      network of security dealers who buy and sell stock. The dealers are connected
      by
      a computer network that provides information on current "bids" and "asks",
      as
      well as volume information. Our shares were quoted on the OTC Bulletin Board
      under the symbol “PPYR.” As a result of our delinquency in filing timely
      periodic reports required by the Securities Exchange Act of 1934, our common
      stock was removed from the OTC Bulletin Board.





Our
      common stock is currently quoted on the pink sheets, under the trading symbol
      “PPYR.” The following table lists the range of high and low bid information for
      our common equity for each quarter within the last two fiscal years for which
      such information was available. These quotations reflect inter-dealer prices,
      without retail mark-up, mark-down or commission and may not represent actual
      transactions.





Fiscal
                Year Ended December 31, 2002
            High
                Bid
            Low
                BidQuarter
                ended March 31, 2002
            $0.35
            $0.01Quarter
                ended June 30, 2002
            $0.16
            $0.11Quarter
                ended September 30, 2002
            $0.12
            $0.07Quarter
                ended December 31, 2002
            $0.63
            $0.07Fiscal
                Year Ended December 31, 2003
            High
                Bid
            Low
                BidQuarter
                ended March 31, 2003
            $0.29
            $0.16Quarter
                ended June 30, 2003
            $0.00
            $0.00Quarter
                ended September 30, 2003
            $0.23
            $0.15Quarter
                ended December 31, 2003
            $0.08
            $0.021





**Penny
      Stock**





The
      SEC
      has adopted rules that regulate broker-dealer practices in connection with
      transactions in penny stocks. Penny stocks are generally equity securities
      with
      a market price of less than $5.00, other than securities registered on certain
      national securities exchanges or quoted on the NASDAQ system, provided that
      current price and volume information with respect to transactions in such
      securities is provided by the exchange or system. The penny stock rules require
      a
      broker-dealer, prior to a transaction in a penny stock, to deliver a
      standardized risk disclosure document prepared by the SEC, that: (a) contains
      a
      description of the nature and level


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of
      risk
      in the market for penny stocks in both public offerings and secondary trading;
      (b) contains a description of the broker's or dealer's duties to the customer
      and of the rights and remedies available to the customer with respect to a
      violation of such duties or other requirements of the securities laws; (c)
      contains a brief, clear, narrative description of a dealer market, including
      bid
      and ask prices for penny stocks and the significance of the spread between
      the
      bid and ask price; (d) contains a toll-free telephone number for inquiries
      on
      disciplinary actions; (e) defines significant terms in the disclosure document
      or in the conduct of trading in penny stocks; and (f) contains such other
      information and is in such form, including language, type, size and format,
      as
      the SEC shall require by rule or regulation.





The
      broker-dealer also must provide, prior to effecting any transaction in a penny
      stock, the customer with (a) bid and offer quotations for the penny stock;
      (b)
      the compensation of the broker-dealer and its salesperson in the transaction;
      (c) the number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market for
      such stock; and (d) a monthly account statement showing the market value of
      each
      penny stock held in the customer's account.





In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules; the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement as to transactions involving
      penny stocks, and a signed and dated copy of a written suitability
      statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      for
      our common stock. Therefore, stockholders may have difficulty selling our
      securities.





**Holders
      of Our Common Stock**





As
      of
      December 31, 2003 we had approximately sixty-two (62) holders of record of
      our
      common stock and several other stockholders hold shares in street
      name.





**Dividends**





There
      are
      no restrictions in our articles of incorporation or bylaws that
      restrict us from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            We
                would not be able to pay our debts as they become due in the usual
                course
                of business; or





2.
            Our
                total assets would be less than the sum of our total liabilities,
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.


6
 ***Table
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We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.





**Recent
      Sales of Unregistered Securities**





The
      information set forth below relates to our issuances of equity securities
      without registration under the Securities Act of 1933 during the fiscal year
      ended December 31, 2003.





During
      the second quarter of 2003, we issued 560,000 shares of our common stock in
      consideration for services received earlier in the year. These shares were
      valued at $123,000 (based upon a price of $0.22 per share). These shares were
      issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
      We
      did not engage in any general solicitation or advertising. The stock
      certificates issued had the appropriate legends affixed to the restricted
      stock.




**Item
      6.** **Plan
      ofOperation**




**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: changes in economic conditions, legislative/regulatory changes, availability
      of capital, interest rates, competition, significant restructuring activities
      in
      calendar 2004 and thereafter, and generally accepted accounting principles.
      These risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.




Plan
      of Operation





We
      currently have no business activities. Due to our inability to secure funding,
      we were unable to implement our previous business plan and ceased operations
      on
      March 26, 2003. Since this time, we have attempted to identify and evaluate
      other business and technology opportunities in order to proceed with an active
      business operation. At the present time, we have not identified


7
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any
      other
      business and/or technology opportunities that our management believes are
      consistent with the best interest of the company. Our plan of operations is
      to
      continue our attempts to identify and evaluate other business and technology
      opportunities in order to proceed with an active business operation. Due to
      our
      lack of success in generating any discussions, we plan to retain a consultant
      to
      assist us identifying additional business and/or technology for acquisition,
      but
      have not retained a consultant at the present time.




We
      can
      provide no assurance that we will be successful in acquiring other businesses
      or
      technology due to our limited working capital. We anticipate that if we are
      successfully able to identify any technology or business for acquisition, we
      will require additional financing in order for us to complete the acquisition.
      We can provide no assurance that we will receive additional financing if sought.





We
      currently have forecasted the expenditure of approximately $20,000 during the
      next six to twelve months in order to remain in compliance with the reporting
      requirements of the Securities Exchange Act of 1934 and to identify additional
      businesses and technology for acquisition. The completion of our business plan
      for the next 12 months is contingent upon us obtaining additional financing.
      If
      we are unable to obtain additional financing, our business plan will be
      significantly impaired. We do not have any formal commitments or arrangements
      for the sales of stock or the advancement or loan of funds. Without the
      necessary cash flow, we will not be able to pursue our plan of operations until
      such time as the necessary funds are raised in the equity securities market.
      If
      we are successful and identify a business or technology to acquire, we will
      need
      additional financing to complete this acquisition.





We
      do not
      anticipate purchasing any real property or significant equipment during the
      next
      12 months.





At
      the
      present time we have no employees other than our sole officer and director,
      Mr.
      Alexander Gilliland. We do not anticipate hiring any employees until such time
      as we are able acquire any additional businesses and/or technology.





**Results
      of Operations for the Years Ended December 31, 2002 and December 31, 2003.**





We
      have
      had no material business operations since March 26, 2003. We did not earn any
      revenues during the fiscal years ending December 31, 2003 or 2002. We have
      not
      generated any revenue since our inception.





We
      incurred expenses in the amount of $350,307 for the fiscal year ended December
      31, 2003, compared to expenses of $184,540 for the fiscal year ended December
      31, 2002. Our operating expenses for the fiscal year ended December 31, 2003
      and
      2002 were entirely attributable to selling, general and administrative expenses.
      Our operating expenses increased significantly primarily because of additional
      consulting and administrative expenses. We anticipate our operating expenses
      will increase if we are successful and identify a business or technology to
      acquire.


8
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We
      incurred a net loss of $454,178 for the fiscal year ended December 31, 2003,
      compared to a net loss of $319,001 for the fiscal year ended December 31, 2002.
      Our losses have been attributable entirely to operating expenses.





**Liquidity
      and Capital Resources**





We
      had no
      assets as of December 31, 2003, compared to assets of $65,725 as of December
      31,
      2002. As of December 31, 2002, we maintained cash in the amount of $1,169 and
      had a certificate of deposit in the amount of $15,000. We had a working capital
      deficit of $718,865 as of December 31, 2003, compared to a working capital
      deficit in the amount of $437,443 as of December 31, 2002. Accordingly, we
      currently have insufficient working capital to pursue our plan of operations.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue our plan of operations. For these reasons our auditors stated in their
      report that they have substantial doubt we will be able to continue as a going
      concern.





**Off
      Balance Sheet Arrangements**





As
      of
      December 31, 2003, there were no off balance sheet arrangements.





**Going
      Concern**





Our
      independent auditors have stated in their Auditor’s Report included in our
      annual report on Form 10-KSB that we have no assets, liabilities of
      approximately $718,000, have no revenue, and have incurred cumulative net losses
      of the period January 19, 2000 to December 31, 2003 of approximately $832,000.
      Our ability to raise capital through future financings is unknown. Our future
      is
      dependent on our ability to obtain financing and develop new business
      opportunities into profitable operations. These factors, among others, raise
      substantial doubt about our ability to continue as a going concern. Our
      consolidated financial statements do not include any adjustments that may result
      from the outcome of these aforementioned uncertainties.


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          of Contents***


**Item
      7:** **FinancialStatements**





Index
      to
      Consolidated Financial Statements:





**Audited
                Financial Statements:**F-1
            Report
                of Independent Registered Public Accounting
                Firm;F-2
            Balance
                Sheet as of December 31, 2003 and
                2002;F-3
            Statements
                of Operations - Years Ended December 31, 2003 and
                December 31, 2002 and for the Period January 19, 2000 (inception)
                to
                December 31, 2003;F-4
            Statement
                of Stockholders’ Equity (Deficit) and
                Comprehensive Loss for the Years Ended December 31,
              2003
                and December 31, 2002 and for the Period January 19,
                2000 (inception) to December 31, 2003;F-5
            Statements
                of Cash Flows for the Years Ended December 31,
                2003 and December 31, 2002 and for the Period January 19, 2000 (inception)
                to December 31, 2003; andF-6
            Notes
                to Financial
                Statements;








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          of Contents***


**Baum
        & Company, P.A.**
 **1515
        University Dr. Suite 226**
 **Coral
        Springs FL 33071**
 
 **REPORTOF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM**
 
 To
        the
        Board of Directors
 Primeplayers,
        Incorporated
 (A
        Development Stage Company)
 Las
        Vegas
        Nevada
 
 We
        have
        audited the accompanying balance sheet of Primeplayers, Incorporated (a
        development stage company) as of December 31, 2003 and the related statements
        of
        operations, stockholders' deficiency and cash flows for the year then ended.
        These financial statements are the responsibility of the Company's management.
        Our responsibility is to express an opinion on the financial statements based
        on
        our audit. The Company = s
        financial statements as of December 31, 2002 and for the year then ended
        were
        audited by other auditors whose report dated May 20, 2003 expressed an
        unqualified opinion, except for a paragraph relating to going concern
        considerations.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). 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 audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Primeplayers, Incorporated (a
        development stage company) as of December 31, 2003 and the results of its
        operations and its cash flows for the year ended December 31, 2003 in conformity
        with United States 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 7 to the financial
        statements the Company has experience a loss since inception in 2000. The
        Company = s
        financial position and operating results raise substantial doubts about its
        ability to continue a going concern. Management = s
        plans
        concerning these matters are also described in Note 7. The financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 Coral
        Springs, Florida
 November
        21, 2005






F
          -
          1
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**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****BALANCESHEETS****DECEMBER
                  31, 2003 AND 2002****December
                  31,**
              
              **December
                  31,****2003**
              
              **2002****ASSETS**CURRENT
                  ASSETSCash
              
              
              
              
              $
              -
              
              $
              1,169Deposit
              
              
              
              
              
              -
              
              
              15,000.Total
                  current assets
              
              
              
              
              
              -
              
              
              16,169PROPERTY
                  AND EQUIPMENT - net
              
              
              
              
              
              -
              
              
              49,556Total
                  assets
              
              
              
              
              $
              -
              
              $
              65,725**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY**CURRENT
                  LIABILITIESAccounts
                  payable and accruals
              
              
              
              
              $
              98,457
              
              $
              191,620Due
                  to shareholder and related parties
              
              
              
              
              
              620,408
              
              
              261,992Total
                  current liabilities
              
              
              
              
              
              718,865
              
              
              453,612Total
                  liabilities
              
              
              
              
              
              718,865
              
              
              453,612STOCKHOLDERS'
                  EQUITYPreferred
                  stock $0.001 par value, 10,000,000 authorized, 0 issued
              
              
              
              
              
              -
              
              
              -Common
                  stock, $0.001 par value, 50,000,000 authorized,5,587,700
                  and 5,027,700 issued and outstanding atDecember
                  31, 2003 and December 31, 2002, respectively
              
              
              
              
              
              5,588
              
              
              5,028Paid
                  in capital in excess of par
              
              
              
              
              
              117,612
              
              
              (5,028
              )Deficit
                  accumiulated in the development stage
              
              
              
              
              
              (842,065
              )
              
              (387,887
              )Total
                  stockholders' deficiency
              
              
              
              
              
              (718,865
              )
              
              (387,887
              )Total
                  liabilities and stockholders' deficiency
              
              
              
              
              $
              -
              
              $
              65,725The
                  accompanying notes are an integral part of the financial statements.





F
          -
          2
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          of Contents***


**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****STATEMENT
                  OF OPERATIONS****FOR
                  THEYEARS ENDED DECEMBER 31, 2003 AND 2002****AND
                  FOR THE PERIOD JANUARY 19, 2000 (inception) TO DECEMBER 31, 2003****PERIOD****JANUARY
                  19, 2000****(inception)****DECEMBER
                  31,**
              
              **DECEMBER
                  31,**
              
              **TO
                  DECEMBER 31,****2003**
              
              **2002**
              
              **2003**REVENUES
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -SELLING
                  GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              
              
              
              350,307
              
              
              184,540
              
              
              588,722Net
                  income (loss) before other income (expenses) andprovision
                  for income taxes
              
              
              
              
              
              (350,307
              )
              
              (184,540
              )
              
              (588,722
              )OTHER
                  INCOME (EXPENSE)Gain
                  (loss) on sale of fixed assets
              
              
              
              
              
              (40,631
              )
              
              -
              
              
              (40,631
              )Imparement
                  (writedown)
              
              
              
              
              
              
              
              
              (120,481
              )
              
              (120,480
              )Interest
                  (expense)-related party
              
              
              
              
              
              (63,240
              )
              
              (13,980
              )
              
              (92,231
              )Total
                  other income (expense)
              
              
              
              
              
              (103,871
              )
              
              (134,461
              )
              
              (253,342
              )Net
                  income (loss) before provision for income taxes
              
              
              
              
              
              (454,178
              )
              
              (319,001
              )
              
              (842,064
              )Provision
                  for income taxes
              
              
              
              
              
              -
              
              
              -
              
              
              -Net
                  income (loss)
              
              
              
              
              $
              (454,178
              )
              $
              (319,001
              )
              $
              (842,064
              )Net
                  income (loss) per weighted average share, basic
              
              
              
              
              $
              (0.09
              )
              $
              (0.06
              )Weighted
                  average number of shares
              
              
              
              
              
              5,304,623
              
              
              5,027,700






The
      accompanying notes are an intregral part of the financal
      statements.


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**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)**
                  **STATEMENT****OF STOCKHOLDERS'****EQUITY (DEFICIT) AND CONPREHENSIVE LOSSFOR THE
                    YEARS ENDED DECEMBER 31,****2003
                    and DECEMBER 31, 2002AND FOR THE PERIOD JANUARY 19, 2000 (INCEPTION)
                    TO DECEMBER 31, 2003****Additional**
              
              **Accumulated**
              
              **Total****Number
                  of**
              
              **Common**
              
              **Preferred**
              
              **Paid
                  In**
              
              **Deficit**
              
              **Stockholders'****Shares**
              
              **Stock**
              
              **Stock**
              
              **Capital**
              
              
              
              **Deficiency**From
                inception of Development Stage January 19, 2000
              
              
              1,500,000
              
              $
              1,500
              
              $
              -
              
              $
              2,000
              
              $
              -
              
              $
              3,500Common
                  stock isused pursuant to Rule 504 offering
              
              
              527,700
              
              
              528
              
              
              
              
              
              25,857
              
              
              
              
              
              26,385Retroactive
                  recapitalization for shares issued in public shell
              
              
              3,000,000
              
              
              3,000
              
              
              
              
              
              (32,885
              )
              
              
              
              
              (29,885
              )Net
                  income for the Year ended December 31, 2000(44,691
              )
              
              (44,691
              )BALANCE,
                  DECEMBER 31, 20005,027,700
              
              
              5,028
              
              
              -
              
              
              (5,028
              )
              
              (44,691
              )
              
              (44,691
              )Net
                  income for the Year ended December 31, 2001(24,195
              )
              
              (24,195
              )BALANCE,
                  DECEMBER 31, 20015,027,700
              
              
              5,028
              
              
              -
              
              
              (5,028
              )
              
              (68,886
              )
              
              (68,886
              )Net
                  income for the Year ended December 31, 2002(319,001
              )
              
              (319,001
              )BALANCE,
                  DECEMBER 31, 20025,027,700
              
              
              5,028
              
              
              -
              
              
              (5,028
              )
              
              (387,887
              )
              
              (387,887
              )Common
                  stock issued for services
              
              
              560,000
              
              
              560
              
              
              
              
              
              122,640
              
              
              
              
              
              123,200Net
                loss for the Year ended December 31, 2003
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (454,178
              )
              
              (454,178
              )BALANCE,
                December 31, 2003
              
              
              5,587,700
              
              $
              5,588
              
              $
              -
              
              $
              117,612
              
              $
              (842,065
              )
              $
              (718,865
              )The
                  accompanying notes are an integral part of the financial statements.






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**PRIMEPLAYER,
                  INCORPORATED****(A
                  Development Stage Company)****STATEMENT
                  OF CASH FLOWS****FOR
                  THE YEARS ENDED DECEMBER 31, 2003 AND 2002****AND
                  FOR THE PERIOD JANUARY 19, 2000 (inception) TO DECEMBER 31, 2003****PERIOD****JANUARY
                  19, 2000****(inception)****DECEMBER
                  31,**
              
              **DECEMBER
                  31,**
              
              **TO
                  DECEMBER 31,****2003**
              
              **2002**
              
              **2003**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  income (loss)
              
              
              
              
              $
              (454,178
              )
              $
              (319,001
              )
              $
              (842,065
              )Adjustments
                  to reconcile net income (loss) to net cash provided (used)by
                  operations:Depreciation
                  and amortization
              
              
              
              
              
              8,925
              
              
              17,451
              
              
              42,464Common
                  stock issued for services
              
              
              
              
              
              123,200
              
              
              -
              
              
              123,200Loss
                  on fixed asset sale
              
              
              
              
              
              40,631
              
              
              -
              
              
              40,631Impairment
                  writedowns
              
              
              
              
              
              
              
              
              109,451
              
              
              109,451Changes
                  in operating assets and liabilities:(Increase)
                  decrease in deposits
              
              
              
              
              
              15,000
              
              
              (15,000
              )
              
              -Increase
                  (decrease) in accounts payable and other accruals
              
              
              
              
              
              (93,163
              )
              
              202,120
              
              
              123,969Net
                  cash provided (used) by operating activities
              
              
              
              
              
              (359,585
              )
              
              (4,979
              )
              
              (402,350
              )CASH
                  FLOW FROM INVESTING ACTIVITIES:Website
                  development costs
              
              
              
              
              
              -
              
              
              (109,418
              )
              
              (141,593
              )Payments
                  for fixed assets
              
              
              
              
              
              -
              
              
              (50,953
              )
              
              (50,953
              )Net
                  cash provided (used) by investing activities
              
              
              
              
              
              -
              
              
              (160,371
              )
              
              (192,546
              )CASH
                  FLOW FROM FINANCING ACTIVITIES:Proceeds
                  from shareholder advances
              
              
              
              
              
              295,175
              
              
              188,000
              
              
              553,175Increase
                  in accruals payable -related parties
              
              
              
              
              
              63,241
              
              
              -
              
              
              63,241Repayments
                  of shareholder advances
              
              
              
              
              
              -
              
              
              (21,520
              )
              
              (21,520
              )Net
                  cash provided (used) by financing activities
              
              
              
              
              
              358,416
              
              
              166,480
              
              
              594,896Net
                  increase (decrease) in cash
              
              
              
              
              
              (1,169
              )
              
              1,130
              
              
              -CASH
                  - BEGINNING
              
              
              
              
              
              1,169
              
              
              39
              
              
              -CASH
                  - ENDING
              
              
              
              
              $
              -
              
              $
              1,169
              
              $
              -1,169
              
              
              1,169SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Cash
                  paid for interest expense
              
              
              
              
              $
              -
              
              $
              -
              
              $
              5,935Cash
                  paid for income taxes
              
              
              
              
              $
              -
              
              $
              -
              
              $
              180,203Common
                  stock issued for payables
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -The
                  accompanying notes are an integral part of the financial statements.






F
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**PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2003, 2002 AND THE CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31 2003**
 
 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).
 
 PrimePlayer
        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
        PrimePlayer, 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 average shares
        outstanding, after giving retroactive effect to the
        recapitalization.
 
 BASIS
        OF
        ACCOUNTING. The Company's policy is to prepare its financial statements using
        the accrual basis of accounting in accordance with generally accepted accounting
        principles. The Company has elected December 31 as its annual
        year-end.
  DEVELOPMENT
        STAGE. The Company is in its development stage. The Company since inception
        has
        not commenced its operations, nor has generated sufficient working capital
        to
        pursue its business objectives. The accumulated deficit during its development
        stage is approximately $ 842,000.
  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. The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of reported amounts of revenues
        and
        expenses during the reporting period. Actual results could differ from those
        estimates.
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  **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2003, 2002 AND THE CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31,2003**
 
 
 CASH
        AND
        CASH EQUIVALENTS. Cash and cash equivalents include cash and cash in banks.
        The
        Company maintains cash and cash equivalent balances at a financial institution
        that is insured by the Federal Deposit Insurance Corporation up to
        $100,000.
 
 REVENUE
        RECOGNITION. The Company will recognize revenue upon completion of its services
        to be rendered or delivery of products to its customers. The Company has
        not
        generated revenues since inception
 
 RESEARCH
        AND DEVELOPMENT COSTS. An immaterial amount of research and development expense
        is included in selling, general and administrative expenses.
 
 2.  
        COMMITMENTS AND CONTINGENCIES:
 
 OPERATING
        LEASES. The Company was lessee under a non cancelable operating lease agreement
        for computer equipment which was assumed by a related party in 2003 as part
        of
        the fixed asset sale. The Company incurred office rent expense of $63,731
        during
        2003 and $11,294 during 2002. The company has sublease income from a related
        party of $ 13,200 in 2003. The office lease was been terminated in 2003.
 
 3.  
        INCOME TAXES:
 
 As
        of
        December 31, 2003, the Company has generated no revenues over a period of
        almost
        four 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
        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 2023.
 
 The
        major
        components of deferred tax assets not shown in the accompanying balance sheets
        incurred for the years ending as of December 31, 2003 and 2002,
        are:
 
 **2003**
              
              **2002**Start-up
                  costs capitalizedfor
                  tax purposes
              
              $
              -
              
              $
              67,497Net
                  operating loss carryforward
              
              
              454,178
              
              
              40,963Allowance
              
              
              (454,178
              )
              
              (
                  108,460
              )$
              -
              
              $
              -
  Income
        tax rates for the years ending December 31:
 **2003**
                
                **2002**Statutory
                    federal income tax rate
                
                
                34
                %
                
                34
                %Valuation
                    allowance
                
                
                (34
                )
                
                (34
                )Effective
                    tax rate
                
                
                -
                %
                
                -
                %
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 ***Table
            of Contents***
  **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2003, 2002 AND THE CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31,
        2003**
 
 4.
        FURNITURE AND EQUIPMENT:
 
 As
        of the
        balance sheet dates presented, property and equipment consists of the
        following:
 
 2003
              
              2002Furniture
                  and equipment
              
              $
              -
              
              $
              50,953Less
                  accumulated depreciation
              
              
              -
              
              
              (
                  1,397
              )$
              -
              
              $
              49,556
 
 In
        2003,
        all the assets were sold or retired, resulting in a loss of
        $40,631.
 
 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 2003 and 2002 has been
        loans
        made by the majority stockholder and his affiliated companies due no earlier
        than January 1, 2004, with interest accruing at 15%. 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 2003 is
        $620,408.
 
 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.
 
  F
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 ***Table
            of Contents***
  **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2003, 2002 AND THE CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31,2003**
 
 7.
        GOING
        CONCERN:
 
 As
        shown
        in the accompanying financial statements, the Company has no assets, liabilities
        of approximately $ 718,000, has had no revenue and has incurred cumulative
        net
        losses for the period January 19, 2000 to December 31, 2003 of approximately
        $
        842,000. There is no guarantee whether the Company will be able to generate
        enough revenue and/or raise capital to support those operations. This raises
        substantial doubt about the Company's ability to continue as a going
        concern.
 
 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, proceeds from planned
        mergers
        or 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.
 
 The
        financial statements do not include any adjustments that might result from
        the
        outcome of these uncertainties.
 
 8.
         STOCK TRANSACTIONS:
 
 During
        the second quarter of 2003, the Company issued 560,000 shares of the common
        stock in consideration for services received earlier in the year. Since there
        was no recent cash trading in stock, the fair value of the stock issued was
        determined by management based on the estimated fair value of the services
        received of $123,200 ($0.22 per share).
 
 9.
         NEW ACCOUNTING PRONOUNCEMENTS:
 
 In
        November 2004, the FASB issued Statement of Financial Accounting Standards
        (SFAS) No. 151, Inventory Costs, which clarifies the accounting for abnormal
        amounts of idle facility expense, freight, handling costs, and wasted material.
        SFAS No. 151 will be effective for inventory costs incurred during fiscal
        years
        beginning after June 15, 2005. We do not believe the adoption of SFAS No.
        151
        will have a material impact on our financial statements.
 
 In
        December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
        which eliminates the exception for nonmonetary exchanges of similar productive
        assets and replaces it with a general exception for exchanges of nonmonetary
        assets that do not have commercial substance. SFAS No. 153 will be effective
        for
        nonmonetary asset exchanges occurring in fiscal periods beginning after June
        15,
        2005. We do not believe the adoption of SFAS No. 153 will have a material
        impact
        on our financial statements.
 
  F
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 ***Table
            of Contents***
  **PRIMEPLAYER,
        INCORPORATED**
 **(A
        DEVELOPMENT STAGE ENTERPRISE)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2003, 2002 AND THE CUMULATIVE**
 **PERIOD
        FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31,2003**
 
 9.
         NEW ACCOUNTING PRONOUNCEMENTS Continued:
 
 In
        December 2004, the FASB issued SFAS No. 123 (R) Share-Based Payment, which
        establishes standards for transactions in which an entity exchanges its equity
        instruments for goods or services. This standard requires a public entity
        to
        measure the cost of employee services received in exchange for an award of
        equity instruments based on the grant-date fair value of the award. This
        eliminates the exception to account for such awards using the intrinsic method
        previously allowable under APB Opinion No. 25. SFAS No. 123 (R) will be
        effective for interim or annual reporting periods beginning on or after June
        15,
        2005. We previously adopted the fair value recognition provisions of SFAS
        No.
        123, Accounting for Stock-Based Compensation, on July 1, 2003 and have accounted
        for all awards granted to employees in recent years using the fair value
        recognition method. Accordingly we believe SFAS No. 123(R) may have a material
        impact on financial statements at such time as options are issued.






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**Item
      8:** **ChangesIn
      and Disagreements with Accountants on Accounting and
      Financial** **Disclosure**





No
      events
      occurred requiring disclosure under Item 304(b) of Regulation S-B.





Piercy
      Bowler Taylor & Kern, Certified Public Accountants (the "Former
      Accountant"), was informed on September 1, 2005, that we decided to replace
      the
      Former Accountant and engaged Baum & Company ("Baum") as our principal
      accountants effective on that date. The decision to change accountants was
      approved by our board of directors. We did not consult with Baum on any matters
      prior to retaining such firm as our principal accountants.





The
      Former Accountant's report dated May 20, 2003, on our consolidated financial
      statements as of and for the fiscal year ended December 31, 2002 did not contain
      an adverse opinion or disclaimer of opinion, nor was it qualified or modified
      as
      to uncertainty, audit scope, or accounting principles, except for expressing
      substantial doubt as to our ability to continue as a going concern.





In
      connection with the audit for the fiscal year ended December 31, 2002, and
      the
      subsequent reviews of the quarterly and nine-month interim periods ended through
      September 30, 2003, there were no disagreements with the Former Accountant
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedures, which disagreements if not resolved
      to the satisfaction of the Former Accountant would have caused them to make
      reference thereto in their report on the financial statements for such periods.
      No auditing or review services were performed by the Former Accountant with
      respect to any period ended subsequent to September 30, 2003.





In
      connection with the audit for the fiscal year ended December 31, 2002, and
      the
      subsequent interim period ending September 30, 2003, the Former Accountant
      and
      did not advise the Company with respect to any of the matters described in
      paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K, except that
      the Former Accountant notified the Board of Director’s in its letter dated May
      30, 2003 that the Company “does not currently employ a qualified experienced
      accountant to prepare its financial statements, guide the Company in complying
      with its public financial reporting requirements, and oversee the day-to-day
      accounting and other financial affairs of the Company. The Company should hire
      such an accountant to perform this critical function and provide management
      with
      reasonable assurance of the preparation of the Company’s financial statements in
      accordance with generally accepted accounting principles.” The Former Accountant
      discussed these weaknesses with a board member when procedures were being
      performed for each quarter in 2003 through September 30, 2003.





**Item
      8A:** **Controlsand
      Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of December 31, 2003. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer and Chief Financial Officer, Alexander Gilliland. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded


11
 ***Table
          of Contents***


that
      our
      disclosure controls and procedures are effective. There have been no significant
      changes in our internal controls or in other factors, which could significantly
      affect internal controls subsequent to the date we carried out our
      evaluation.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act are
      accumulated and communicated to management, including our Chief Executive
      Officer and Chief Financial Officer, to allow timely decisions regarding
      required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.





**Item
      8B:** **Otherinformation**





During
      the fiscal year ended December 31, 2005, we received notice from four creditors
      of their intention to accept shares of our common stock in full satisfaction
      of
      all monies due to them. On May 19, 2005, we issued to a creditor 833,333 shares
      of our common stock in exchange for the retirement of $25,000 in debt owed
      to
      the creditor. On August 3, 2005, we issued to a creditor 40,000 shares of our
      common stock in exchange for the retirement of $4,000 in debt owed to the
      creditor. On August 5, 2005, we issued to a creditor 156,250 shares of our
      common stock in exchange for the retirement of $25,000 in debt owed to the
      creditor. On September 19, 2005, we issued to a creditor 13,333,333 shares
      of
      our common stock in exchange for the retirement of $400,000 in debt owed to
      the
      creditor. No commissions were paid on the issuance of these shares.





12
 ***Table
          of Contents***


**PART
      III**





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





The
      name
      and age of our sole director and executive officer is set forth
      below:





Name
            Age
            Position
                with the CompanyAlexander
                Gilliland
            55
            President,
                Chief Executive Officer,
              Chief
                Financial Officer and Director




Set
      forth
      below is a brief description of the background and business experience of
      Alexander Gilliland for the past five years.





**Alexander
      Gilliland** is our
      sole officer and director. Mr. Gilliland assumed these positions in March 2003.
      Mr. Gilliland also 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.





**Term
      of Office**





Our
      directors are elected for one-year terms, to hold office until the next annual
      general meeting of the shareholders, or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present or former director or executive officer:
      (1)
      any bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that time; (2) any conviction in a criminal
      proceeding or being subject to a pending criminal proceeding (excluding traffic
      violations and other minor offenses); (3) being subject to any order, judgment
      or decree, not subsequently reversed, suspended or vacated, of any court of
      any
      competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities; and (4) being found by a court of competent
      jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
      Commission to have violated a federal or state securities or commodities law,
      and the judgment has not been reversed, suspended or vacated.





13
 ***Table
          of Contents***


**Family
      Relationships**





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.





**Significant
      Employees**





We
      do not
      have any employees other than our sole officer, Alexander
      Gilliland.





**Audit
      Committee**





We
      do not
      have a separately-designated standing audit committee.





**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 to file with the SEC
      initial reports of ownership and reports of change in ownership of common stock
      and other equity securities of the company. Officers, directors and greater
      than
      ten percent shareholders are required by SEC regulations to furnish us with
      copies of all Section 16(a) forms they file. To our knowledge, the following
      persons have failed to file, on a timely basis, the identified reports required
      by Section 16(a) of the Exchange Act for the fiscal year ended December 31,
      2003:





Name
                and Principal Position
            Number
                of
              Late
                Reports
            Transactions
                NotTimely
                Reported
            Known
                Failures toFile
                a Required FormAlexander
                Gilliland,
              Chief
                Executive Officer, Chief Financial Officer, and Director
            0
            0
            0Gary
                Marrone,
              Former
                President, Chief Executive Officer, Director, and Chairman of the
                Board
            0
            0
            0





*
      Subsequent to the reporting period in May 2005, Mr. Gilliland sold 200,000
      shares of our common stock and failed to file a report reflecting this change
      in
      ownership.





**Code
      of Ethics Disclosure**





We
      have
      not adopted a Code of Ethics for Financial Executives, which include our
      principal executive officer, principal financial officer, principal accounting
      officer or controller, or persons performing similar functions, as required
      by
      sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our
      management believes that the size of our company and current operations at
      this
      time do not require a code
      of
      ethics to govern the behavior of our sole officer. We anticipate that we will
      adopt a code of ethics once we commence operations.





14




**Item
      10. Executive Compensation**





**Summary
      Compensation Table**





The
      table
      below summarizes the compensation earned for services rendered by
      our
      officers during the fiscal year ended December 31, 2003. The summary information
      is provided each for the fiscal year ended December 31, 2003, December 31,
      2002
      and December 31, 2001 as applicable.





Annual
      Compensation Long-Term
      Compensation


Name
            Title
            Year
            Salary
            Bonus
            Other
              Compensation
            Annual
              Awarded
            Restricted
                Stock Options / SARs (#)
            LTIPPayouts
            All
                Other CompensationAlexander
                Gilliland
            CEO,
                CFO, and Director
            2003
              2002
              2001
            $0
              n/a
              n/a
            $0
              n/a
              n/a
            $33,0002
              n/a
              n/a
            $0
              n/a
              n/a
            $0
              n/a
              n/a
            $0
              n/a
              n/a
            $0
              n/a
              n/aGary
                Marrone
            Former
                Pres., CEO, and Director
            2003
              2002
              2001
            $0
              $54,0001
              n/a
            $0
              $0
              n/a
            $0
              $0
              n/a
            $0
              $0
              n/a
            $0
              $0
              n/a
            $0
              $0
              n/a
            $0
              $0
              n/a





1
            This
                salary was accrued, deferred and payment was not made to Mr.
                Marrone.


2
            Mr.
                Gilliland has accrued a monthly consulting fee in the amount of $3,000
                for
                the period January 1, 2003 through September 30, 2003. From October
                1,
                2003 this monthly consulting fee was reduced and continued to accrue
                in
                the amount of $2,000 per month.





**Stock
      Option Grants**





We
      have
      not granted any stock options to our executive officers or employees during
      the
      fiscal year ended December 31, 2003. We have also not granted any stock option
      to the executive officers since December 31, 2003.





**Compensation
      to Directors**





There
      has
      been no compensation paid
      to
      any members of our board of directors during the fiscal year ended December
      31,
      2003 for services rendered as a member of the board.


15
 ***Table
          of Contents***


**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management and** **Related**  **Stockholder
      Matters**





The
      following table sets forth the beneficial ownership of our common stock by
      each
      executive officer and director, by each person known by us to beneficially
      own
      more than 5% of the our common stock and by the executive officers and directors
      as a group. Except as otherwise indicated, all shares are owned directly and
      the
      percentage shown is based on 5,587,700 shares of common stock issued and
      outstanding on December 31, 2004.





**Title
                of class**
            **Name
                and address**
              **of
                beneficial owner**
            **Amount
                of**
              **beneficial
                ownership**
            **Percent**
              **of
                class*****Current
                Executive Officers & Directors:**Common
                Stock
            Alexander
                Gilliland
              127
                Kenmore Road
              Kenmore
                QLD 4069
            200,000
            3.6%**Total
                of All Current Directors and Officer:**
            200,000
            3.6%Common
                Stock
            Mike
                Fox
              2620
                S. Maryland Pkwy., #402
              Las
                Vegas, NV 89109
            600,000
            10.7%Common
              Stock
            Marrone
                Enterprises, LLC
              3993
                Howard Hughes Pkwy., Suite 270
              Las
                Vegas, NV 89109
            2,700,000
            48.3%





*
      As used
      in this table, "beneficial ownership" means the sole or shared power to vote,
      or
      to direct the voting of, a security, or the sole or shared investment power
      with
      respect to a security (i.e., the power to dispose of, or to direct the
      disposition of, a security). In addition, for purposes of this table, a person
      is deemed, as of any date, to have "beneficial ownership" of any security that
      such person has the right to acquire within 60 days after such
      date.





**Equity
      Compensation Plans**





We
      have
      no equity compensation plans.





**Item
      12:** **CertainRelationships
      and Related Transactions**





Except
      as
      disclosed below, none of our directors or executive officers, nor any proposed
      nominee for election as a director, nor any person who beneficially owns,
      directly or indirectly, shares carrying more than 5% of the voting rights
      attached to all of our outstanding shares, nor any members of the immediate
      family (including spouse, parents, children, siblings, and in-laws) of any
      of
      the foregoing persons has any material interest, direct or indirect, in any
      transaction over the last two years or in any presently proposed transaction
      which, in either case, has or will materially affect us.


16
 ***Table
          of Contents***


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**





Exhibit
                Number
            Description31.1
            Certification
                of Chief Executive Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





**Item
      14:** **PrincipalAccountant
      Fees and Services**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual financial statements for
      the
      fiscal years ended December 31, 2002 and 2003 were approximately $6,500 and
      $5,000 respectively.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.




**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended December 31, 2002 and 2003.





**All
      Other Fees**





The
      aggregate fees billed by our auditors for all services other than those set
      forth above, such as attending meetings and other miscellaneous financial
      consulting, for the fiscal years ended December 31, 2002 and 2003 were $0 and
      $0
      respectively.


17
 ***Table
          of Contents***


**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**





By:
      /s/    Alexander
      Gilliland


Alexander
      Gilliland


Chief
      Executive Officer,


Chief
      Financial Officer and Director




May
      25,
      2006













18