U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 0-32795
PRIMEPLAYER INCORPORATED
------------------------
(Name of Small Business Issuer in its charter)
NEVADA 88-0442629
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1930 Village Center Circle, Suite 3-422
Las Vegas, Nevada 89134
(Address of principal executive offices) (Zip Code)
3993 Howard Hughes Parkway, Suite 270, Las Vegas, Nevada 89109
(Former name or former address, if changed, since last report)
Issuer's telephone number (702) 892-0321
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The Registrant has 5,587,700 common shares issued and outstanding, as
of September 30, 2003. Preferred shares none issued nor outstanding as of
September 30, 2003.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements
Balance Sheet (unaudited) 3
Statements of Development Stage Operations (unaudited). 4
Statements of Stockholders' Equity Deficiency (unaudited). 5
Statement of Cash Flows (unaudited) 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation. 8
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION 12
Item 6. Exhibits and Reports on Form 8-K 12
Certifications
Signatures 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
BALANCE SHEET
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
- -------------------------------------------------------------------------------
September 30, December 31,
2003 2002
------------- ------------
(Unaudited)
ASSETS
Current assets:
Cash $ 5 $ 1,169
Other 272
---------- ----------
277 1,169
Furniture and equipment,
net of accumulated depreciation 40,631 49,556
Deposit - 15,000
---------- ----------
$ 40,908 $ 65,725
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
Current liabilities:
Due to shareholder $ 69,778 $ 69,778
Accounts payable - 52,692
Accrued expenses 90,470 69,150
---------- ----------
160,248 191,620
---------- ----------
Loans from affiliates 533,459 261,992
---------- ----------
Stockholders' equity deficiency:
Preferred stock, $.001 par value, 10,000,000
shares authorized, none issued or outstanding
Common stock, $.001 par value, 50,000,000 shares
authorized, 5,587,700 and 5,027,700 issued and
outstanding 5,588 5,028
Additional paid-in-capital (deficiency) 117,612 (5,028)
Deficit accumulated in the development stage (775,999) (387,887)
---------- ----------
(652,799) (387,887)
---------- ----------
$ 40,908 $ 65,725
========== =========
See notes to financial statements.
3
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENTS OF DEVELOPMENT STAGE OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003, AND 2002, AND
THE CUMULATIVE PERIOD FROM JANUARY 19, 2000, THROUGH SEPTEMBER 30, 2003
- ---------------------------------------------------------------------------------------------------------------------
(Unaudited)
Three months Nine months From January 19, 2000,
ended September 30, ended September 30, (inception) through
2003 2002 2003 2002 September 30, 2003
--------- ---------- --------- --------- ----------------------
Selling, general, and administrative
expenses $ 47,243 $ 355,243 $ 593,658
Interest expense, related party 17,054 46,069 75,060
Less related party rental revenue (3,300) (13,200) (13,200)
--------- ---------- ---------- --------- --------------
Loss before impairment write-down 60,997 - 388,112 - 655,518
Impairment write-down 120,481
--------- ---------- ---------- --------- --------------
Net loss $ (60,997) $ - $ (388,112) $ - $ (775,999)
========= ========== ========== ========= ==============
Net loss per common share $ (0.01) $ - $ (0.07) $ - $ (0.15)
========= ========== ========== ========= ==============
Weighted average number of
shares outstanding 5,587,700 5,027,700 5,400,347 5,027,700 5,028,536
========= ========== ========== ========= ==============
See notes to financial statements.
4
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003, YEARS ENDED DECEMBER 31, 2002, 2001, 2000, AND
THE CUMULATIVE PERIOD FROM JANAURY 19, 2000, THROUGH SEPTEMBER 30, 2003
- -----------------------------------------------------------------------------------------------------------------
TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
--------------------- PAID-IN-CAPITAL ACCUMULATED EQUITY
SHARES PAR VALUE (DEFICIENCY) DEFICIT DEFICIENCY
--------- --------- --------------- ----------- -------------
FROM INCEPTION OF DEVELOPMENT STAGE,
JANUARY 19, 2000, TO DECEMBER 31, 2000:
Balances outstanding at inception of
development stage 1,500,000 $ 1,500 $ 2,000 $ (2,011) $ 1,489
Shares issued pursuant to Rule 504 offering 527,700 528 25,857 26,385
Retroactive recapitalization for shares
issued in public shell merger 3,000,000 3,000 (32,885) 2,011 (27,874)
Net loss (44,691) (44,691)
--------- --------- ------------ ----------- -------------
Balances, December 31, 2000, after
retroactive recapitalization 5,027,700 5,028 (5,028) (44,691) (44,691)
YEAR ENDED DECEMBER 31, 2001:
Net loss (24,195) (24,195)
--------- --------- ------------ ----------- -------------
Balances, December 31, 2001 5,027,700 5,028 (5,028) (68,886) (68,886)
YEAR ENDED DECEMBER 31, 2002:
Net loss (319,001) (319,001)
--------- --------- ------------ ----------- -------------
Balances, December 31, 2002 5,027,700 $ 5,028 $ (5,028) $(387,887) $ (387,887)
NINE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED)
Shares issued for services 560,000 560 122,640 123,200
Net loss (388,112) (388,112)
--------- --------- ------------ ----------- -------------
Balances, September 30, 2003 5,587,700 $ 5,588 $ 117,612 $(775,999) $ (652,799)
========= ========= ============ =========== ============
See notes to financial statements.
5
PRIMEPLAYER, INCORPORATED
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003, AND 2002, AND THE CUMULATIVE
PERIOD FROM JANUARY 19, 2000, THROUGH SEPTEMBER 30, 2003
- ------------------------------------------------------------------------------------------------
(Unaudited)
Nine-months From January 19, 2000,
ended September 30, (inception) through
2003 2002 September 30, 2003
---------- -------- ----------------------
Net cash used in operating activities $ (222,564) $ - $ (265,329)
Net cash used in investing activities - - (192,546)
Net cash provided by financing activities 221,400 - 457,880
---------- -------- ----------------------
Net increase (decrease) in cash (1,164) - 5
Cash, beginning 1,169 $ 39 -
---------- -------- ----------------------
Cash, ending $ 5 $ 39 $ 5
========== ======== =======================
See notes to financial statements.
6
PRIMEPLAYER, INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003
AND 2002 AND THE CUMULATIVE PERIOD FROM JANUARY 19, 2000
THROUGH SEPTEMBER 30, 2003
- --------------------------------------------------------------------------------
(UNAUDITED)
1. BASIS OF PRESENTATION.
The interim condensed financial statements of PrimePlayer, Incorporated (the
Company), are unaudited. It is the opinion of the Company's management that all
adjustments necessary for a fair statement of the interim results presented have
been reflected therein. Results of operations for any interim period are not
necessarily indicative of results that may be expected for the entire year.
These statements should be read in conjunction with the audited financial
statements and related notes that appear in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002, from which the accompanying balance
sheet information at December 31, 2002, was derived.
2. COMMITMENTS AND CONTINGENCIES.
GOING CONCERN. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. Its ability to exit the
development stage is dependent on obtaining sufficient cash inflows to continue
its activities. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
It is management's plan to seek to obtain the necessary resources to support the
administrative and reporting requirements of a public company, and search for
potential businesses, products, technologies and companies for acquisition for
the foreseeable future through planned mergers and loans from its principal
stockholder and commonly controlled affiliates. However, there can be no
assurance that these sources will provide sufficient cash inflows to enable the
Company to achieve its operational objectives in the short term.
3. STOCK ISSUANCE.
During the second quarter, the Company issued an aggregate of 560,000 shares of
the Company's common stock to a number of individuals in consideration for
services received during the first three months of the year. Since there was no
recent cash trading in stock, the fair value of the stock issued was determined
by management based on the estimated fair value of the services of $123,200
($0.22 per share).
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Forward-Looking Statements
This Form 10-QSB includes, without limitation, certain statements
containing the words "believes", "anticipates", "estimates", "intends", and
words of a similar nature, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about them so long as they identify these
statements as forward looking and provide meaningful, cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Form 10-QSB are forward-looking. In particular, the statements herein
regarding industry prospects and future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations and are inherently uncertain. Our actual
results may differ significantly from our management's expectations.
(a) Plan of Operation
PrimePlayer Incorporated (f/k/a Foxy Jewelry, Inc.), a Nevada
corporation ("PrimePlayer, the "Company" or the "Registrant") is a development
stage company, which was incorporated December 12, 1997 under the name, The
Business Inn. We were originally going to be involved in the acquisition of
rental properties. Although there was some effort to conduct real estate
business during this time there were no transactions or agreements during this
period. On June 7, 1998, Mike Fox took control of our company and changed our
name from The Business Inn to Foxy Jewelry in order to pursue a business plan
related to the jewelry business. On November 8, 2002, Foxy Jewelry entered into
a Merger and Plan of Agreement with PrimePlayer Incorporated (the "Merger") with
a then privately-held company called PrimePlayer, Incorporated ("PrimePlayer
1"). At the time of the Merger, PrimePlayer 1 was involved in the acquisition,
development, and commercial operation of an internet website devoted to
providing information, equipment and services related to sports medicine,
physical training, orthopedic reconstruction and injury rehabilitation.
On March 26, 2003, we announced that we would indefinitely suspend our
Internet projects and our current business plan and commenced to focus our
efforts exclusively on the acquisition and marketing of public or private
entities with exceptional growth potential. As part of this new business plan,
we will attempt to locate and negotiate with a business entity for the merger of
a target company with us or other combination by means of stock exchange. In
certain instances, the business combination may be effected through a merger or
stock exchange with one of our future subsidiaries or a target company. No
assurances can be given that we will be successful in locating or negotiating
with any target company. Under our new business plan, we believe that we will
provide a method for a foreign or domestic private company to become a reporting
("public") company whose securities are qualified for trading in the United
States secondary market. Although no assurances can be made that we will be
successful in this arena.
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(b) Critical Accounting Policies and Estimates
Except for the valuation of stock issued for services, as discussed in
Note 3 to our financial statements included herein, the Company does not employ
any accounting policies or estimates that are either selected from among
available alternatives or require the exercise of significant management
judgment to apply.
(c) Liquidity and Capital Resources
As discussed in Note 2 to the financial statements, we have had limited
operations and have not commenced planned principal operations. The financial
statements have been prepared assuming that we will continue to operate as a
going concern, which contemplates the realization of assets, the settlement of
liabilities in the normal course of business. No adjustment has been made to the
recorded amount of assets or the recorded amount or classification of
liabilities which would be required if we were unable to continue our
operations.
As a result of our accumulated losses and resultant working capital and
stockholders' equity deficiencies, and our lack of operating history, our
auditors, in their report dated May 15, 2003, included on our Form 10-KSB for
the fiscal year ended December 31, 2002, expressed substantial doubt as to our
ability to exit the development stage and continue as a going concern.
Nevertheless, our management believes that we may have sufficient cash to meet
our operational needs for the next twelve months primarily through a verbal
agreement with Gary S. Marrone, our former Chairman and Chief Executive Officer
and our largest shareholder ("Marrone") to provide such cash to meet our
operational needs. Marrone has provided us, from time to time, with such funds
since the Merger and intends to continue to provide such funds until we can
generate our own funds or enter into merger or other agreements or arrangements
with others, which would allow us to cover our own expenses. However, there can
be no assurances that Marrone will continue to provide such fund or enter into
other agreements or arrangements since we have had no significant operations
creating significant revenues to date and our need for capital may change
dramatically if it acquires an interest in a business opportunity during that
period.
Our current operating plan is to: (i) meet the administrative and
reporting requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition. At present, we
have no understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no assurance that we will
identify a business venture suitable for acquisition in the future. Further,
there can be no assurance that we would be successful in consummating any
acquisition on favorable terms or that it will be able to profitably manage any
business venture it acquires.
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(d) Risk And Uncertainties
The following is a summary description of some of the many risks that
we face as we focus our efforts on this new business plan. You should carefully
review these risks in evaluating our business. You should also consider the
other information described in this report.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. We have a limited
operating history with little revenues or earnings from operations. We have no
significant assets or financial resources. For the foreseeable future, we will
in all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in us
incurring a net operating loss that will increase continuously until we can
consummate a business combination with a target company. There is no assurance
that we can identify such a target company and consummate such a business
combination.
SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS. The success of our
proposed plan of operation will depend to a great extent on the operations,
financial condition and management of an identified target company. While we
will prefer business combinations with entities having established operating
histories, there can be no assurance that we will be successful in locating
candidates meeting such criteria. In the event that we complete a business
combination, of which there can be no assurance, the success of our operations
will be dependent upon management of the target company and numerous other
factors beyond our control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A large
number of established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies, which may be merger
or acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION--NO
STANDARDS FOR BUSINESS COMBINATION. We have no current arrangement, agreement or
understanding with respect to engaging in a merger with or acquisition of a
specific business entity. There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business within an industry for evaluation by us. There is no assurance that we
will be able to negotiate a business combination on terms favorable to us. We
have not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria, which it will require a target
company to have achieved, or without which, we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.
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CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking
a business combination, management anticipates devoting only a limited amount of
time per month to our business. Our officers have not entered into written
employment agreements, are not expected to do so in the foreseeable future, and
no key man life insurance has been obtained on any of our officers and
directors.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act") requires companies
subject thereto to provide certain information about significant acquisitions
including certified financial statements for the company acquired covering one
or two years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable business combination. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither
conducted, nor have others made available to us, market research indicating that
demand exists for the transactions contemplated by us. Even in the event demand
exists for a merger or acquisition of the type contemplated by us, there is no
assurance we will be successful in completing any such business combination.
LACK OF DIVERSIFICATION. Our proposed operations, even if successful,
will in all likelihood result in us engaging in a business combination with only
one business entity. Consequently, our activities will be limited to those
engaged in by the business entity with which we combine. Our inability to
diversify its activities into a number of areas may subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.
REGULATION UNDER INVESTMENT COMPANY ACT. Although we will be subject to
regulation under the Securities and Exchange Act of 1934, our management
believes we will not be subject to regulation under the Investment Company Act
of 1940, insofar as we will not be engaged in the business of investing or
trading in securities. In the event we engage in business combinations, which
result in us holding passive investment interests in a number of entities, we
could be subject to regulation under the Investment Company Act of 1940. In such
event, we would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
obtained no formal determination from the Securities and Exchange Commission as
to our status under the Investment Company Act of 1940 and, consequently, any
violation of such Act could subject us to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination will,
in all likelihood, result in shareholders of a target company obtaining a
controlling interest in the resulting corporation. Any such business combination
may require our shareholders to sell or transfer all or a portion of our common
stock. The resulting change in our control will likely result in removal of our
present officers and directors of the Company and a corresponding reduction in
or elimination of their participation in the future affairs of the surviving
company.
11
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
Our primary plan of operation is based upon a business combination with a
business entity, which, in all likelihood, will result in the shareholders of
the target company holding a majority of the outstanding shares of the
corporation resulting from the combination.
TAXATION. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination that we may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. We intend to structure any business combination so as to minimize
the federal and state tax consequences to both the target company and us;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free merger or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
merger could result in the imposition of both federal and state taxes, which may
have an adverse effect on both parties to the transaction.
Item 3. CONTROLS AND PROCEDURES
An evaluation was carried out by the Company's management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
September 30, 2003 (as defined in Rule 13a-15(e) or 15d-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures were effective.
During the period covered by this report, there have been no changes in
the Company's internal control over financial reporting that have materially
affected or are reasonably likely to materially affect the Company's internal
control over financial reporting.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed as part of this Quarterly Report on
Form 10-QSB:
31.1 Certification of Chief Executive and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive and Chief Financial Office
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports On Form 8-K
None
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
PrimePlayer Incorporated
Date: November 14, 2003 By: /s/ Alexander Gilliland
-------------------------
Alexander Gilliland,
Chief Executive Officer and Chief
Financial Officer
13