UNITED STATES
                       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 June 30, 1999

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from __________ to ___________

                        Commission file number: 000-24957

                             PUSH ENTERTAINMENT INC.
        (Exact name of small business issuer as specified in its charter)

          Delaware                                       51-0384101
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

          Suite 600, 520-5th Avenue SW, Calgary, Alberta, Canada T2P3R7
                    (Address of principal executive offices)

                                 (403)-297-1055
                           (Issuer's telephone number)

                                       n/a
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS 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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

20,084,642 shares of common stock outstanding as of December 31, 2000


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

<PAGE>

                             PUSH ENTERTAINMENT INC.

                                   FORM 10-QSB


                                      INDEX


                                                                            Page
PART I    FINANCIAL INFORMATION...............................................3

Item 1.   Financial Statements:...............................................3
          Consolidated Balance Sheets.........................................3
          Consolidated Statements of Operations and Deficit...................4
          Consolidated Statements of Cash Flow................................5
          Notes to Consolidated Financial Statements..........................6

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

PART II   OTHER INFORMATION...................................................9

Item 1.   Legal Proceedings...................................................9
Item 2.   Changes in Securities...............................................9
Item 3.   Defaults Upon Senior Securities.....................................9
Item 4.   Submission of Matters to a Vote of Security Holders.................9
Item 5.   Other Information...................................................9
Item 6.   Exhibits and Reports on Form 8-K....................................9

SIGNATURE PAGE ..............................................................10


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


PUSH ENTERTAINMENT INC.
(a Development Stage Enterprise)
Consolidated Balance Sheets

(Expressed in U.S. Dollars)
(Prepared without audit)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                June 30,       December 31,
                                                                    1999               1998
-------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>
Assets

Current assets:
     Cash                                                    $    10,793        $    29,623
     Accounts receivable                                          11,680             11,640
     Prepaid expenses                                                707                 --
     --------------------------------------------------------------------------------------
                                                                  23,180             41,263

Capital assets                                                    75,146             77,492

-------------------------------------------------------------------------------------------
                                                             $    98,326        $   118,755
===========================================================================================

Liabilities and Shareholders' Deficiency

Current liabilities:
     Accounts payable                                        $    22,260        $    43,888
     Accrued liabilities                                          55,793             61,820
     Shareholder advances                                         51,724             49,004
     Other advances                                               30,612                 --
     --------------------------------------------------------------------------------------
                                                                 160,389            154,712

Shareholders' deficiency:
     Share capital                                             1,232,128            986,128
     Deficit accumulated during the development stage         (1,294,191)        (1,022,085)
     --------------------------------------------------------------------------------------
                                                                 (62,063)           (35,957)

-------------------------------------------------------------------------------------------
                                                             $    98,326        $   118,755
===========================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

PUSH ENTERTAINMENT INC.
(a Development Stage Enterprise)
Consolidated Statements of Operations and Deficit

(Expressed in U.S. Dollars)
(Prepared without audit)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                Three months ended            Six months ended     From inception
                                                      June 30,                     June 30,        April 21, 1997
                                           -------------------------     -------------------------     to June 30
                                                 1999           1998           1999           1998           1999
-----------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>            <C>
Expenses:
     Technology and product
       development                         $   81,942     $   72,637     $  156,008     $  131,468     $  821,169
     Business and channel
       development                             29,575         34,370         72,352         72,415        314,960
     General and administration                11,395         47,312         32,758         81,942        136,086
     Depreciation                               5,562          1,750         10,988          2,100         21,976
     ------------------------------------------------------------------------------------------------------------
                                              128,474        156,069        272,106        287,925      1,294,191

-----------------------------------------------------------------------------------------------------------------
Net loss                                      128,474        156,069        272,106        287,925      1,294,191

Deficit, beginning of period                1,165,717        492,356      1,022,085        360,500             --

-----------------------------------------------------------------------------------------------------------------
Deficit, end of period                     $1,294,191     $  648,425     $1,294,191     $  648,425     $1,294,191
=================================================================================================================

Loss per share                             $     0.01     $     0.01     $     0.01     $     0.02     $     0.07
=================================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>

PUSH ENTERTAINMENT INC.
(a Development Stage Enterprise)
Consolidated Statements of Cash Flow

(Expressed in U.S. Dollars)
(Prepared without audit)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                    Three months ended                Six months ended         From inception
                                                          June 30,                         June 30,            April 21, 1997
                                                -------------------------       ---------------------------        to June 30
                                                     1999            1998            1999              1998              1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>             <C>             <C>               <C>
Cash provided by (used in):

Operations:
     Net loss                                   $(128,474)      $(156,069)      $(272,106)      $  (287,925)      $(1,294,191)
     Item not involving cash:
         Depreciation                               5,562           1,750          10,988             2,100            21,976
     Net changes in non-cash
       working capital:
         Accounts receivable                       (3,376)         (5,565)            (40)          (11,475)          (11,680)
         Prepaid expenses                            (707)         (7,647)           (707)           (7,647)             (707)
         Accounts payable                         (55,772)       (136,714)        (11,800)         (332,169)           22,260
         Accrued liabilities                      (50,481)         22,568         (15,855)           29,051            55,793
         Shareholder advances                     (31,101)         (9,801)          2,720                --            51,724
         Other advances                            30,612              --          30,612           (10,500)           30,612
         --------------------------------------------------------------------------------------------------------------------
                                                 (233,737)       (291,478)       (256,188)         (618,565)       (1,124,213)

Financing activities:
     Issue of share capital                       246,000              --         246,000           892,198         1,232,129
     Net changes in non-cash
       working capital:
         Share subscription
           receivable                                  --         364,408              --          (103,851)               --
     ------------------------------------------------------------------------------------------------------------------------
                                                  246,000         364,408         246,000           788,347         1,232,129

Investments activities:
     Acquisition of capital assets                 (6,750)        (25,256)         (8,642)          (30,644)          (98,122)

-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                         5,513          47,674         (18,830)          139,138            10,793

Cash, beginning of period                           5,280          91,464          29,623                --                --

-----------------------------------------------------------------------------------------------------------------------------
Cash, end of period                             $  10,793       $ 139,138       $  10,793       $   139,138       $    10,793
=============================================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>

PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
June 30, 1999
(Expressed in U.S. Dollars)

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

1.   Incorporation:

     Push Entertainment Inc. (the "Corporation") was incorporated under the laws
     of the State of Delaware on January 7, 1998. Effective January 7, 1998 the
     Corporation acquired for cash consideration consisting of $1 all of the
     issued outstanding capital stock of Push Technologies Inc. ("PTI"), a
     company incorporated under the laws of Alberta, Canada. The Corporation is
     in the business of developing, manufacturing and distributing technologies
     for the conversion of 2D film and video images into 3D content.


2.   Basis of presentation:

     The accompanying unaudited financial statements have been prepared in
     accordance with generally United States accepted accounting principles for
     interim financial information and with the instructions to Form 10-QSB.
     Accordingly, they do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements. In the opinion of management, the accompanying unaudited
     financial statements contain all adjustments (consisting solely of normal
     recurring adjustments) considered necessary to present fairly the Company's
     financial position, results of operations and cash flows. These interim
     unaudited financial statements should be read in conjunction with the
     audited financial statements and related notes included in our Annual
     Report on Form 10-KSB, for the year ended December 31, 1998, as filed with
     the Securities and Exchange Commission.

     Operating  results  for the six month  period  ended June 30,  1999 are not
     necessarily  indicative  of the results  that may be expected  for the full
     year ending December 31, 1999.

     The  consolidated   financial   statements  include  the  accounts  of  the
     Corporation and its wholly-owned subsidiary PTI.


3.   Share capital:

     (a)  Authorized:

          50,000,000 common shares with a par value of $.001 per share

          5,000,000 preferred shares with a par value of $.001 per share

     (b)  Common shares issued and to be issued:

--------------------------------------------------------------------------------
                                                         Number
                                                      of Shares           Amount
--------------------------------------------------------------------------------

          Balance, January 1, 1999                   18,750,105       $  986,128
          Issued:
               For cash                                 378,462          246,000

--------------------------------------------------------------------------------
          Balance, June 30, 1999                     19,128,567       $1,232,128


                                       6
<PAGE>

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

A.   Operations To Date

     Our subsidiary,  Push Technologies Inc.  (formerly 736145 Alberta Inc.), an
Alberta,  Canada corporation (the "Subsidiary")  entered into an agreement dated
August 4, 1997 with E-Zone  Networks  Inc.,  a Delaware  Corporation  ("E-Zone")
pursuant to which our  Subsidiary  agreed to  purchase  certain  technology  and
intellectual  property,   referred  to  as  the  "Technology,"  from  E-Zone  in
consideration  for (1) the payment of $200,000 on or before March 31, 1998;  and
(2) payment of an additional $160,500 for improvements made to the Technology.

     Pursuant  to an  Assignment  Agreement  dated  January  27,  1998  (1)  our
Subsidiary  assigned  to us all of its right  title and  interest  to the E-Zone
Agreement  and in and to the  Technology;  and (2), we agreed to  discharge  the
obligations of our Subsidiary under the terms of the E-Zone Agreement.

     The Technology  consists of a suite of processes and  proprietary  software
which will  facilitate the conversion of existing 2D film and video content to a
3D format.

     From our inception on April 27, 1997 through June 30, 1999, we had expended
(1)  $360,500  in  satisfying  our  Subsidiary's  obligation  under  the  E-Zone
Agreement; (2) $460,669 on the development and enhancement of the Technology (of
which $81,942 was expended in the quarter ending June 30, 1999); (3) $314,960 on
implementing  business  and channel  development  for the  Technology  (of which
$29,575 was expended in the quarter  ended June 30,  1999),  and (4) $98,122 for
the  acquisition  of  capital  assets  including   computer   hardware,   office
furnishings  and  equipment  (of which $6,750 was expended in the quarter  ended
June 30, 1999).

B.   Plan of Operation

     We plan for the Technology to be ready for the first commercial application
during 2001. We intend to pursue various  potential  revenue streams,  including
the  conversion  of all film  formats.  In  addition  we intend to pursue  other
potential  applications for the Technology including the conversion of simulator
ride videos and music videos. We hope to be able to secure at least one contract
during 2001.

     We expect to spend  substantially  all of our efforts and resources through
December 31, 2000 to further research, develop and market the Technology.

     At June 30,  1999,  we were  still in the  development  stage and we had no
history of generating cash flow or revenues from operations.

     For the quarter ending June 30, 1999, we had a working  capital  deficiency
of $137,209.  Our activities to date have been financed from the proceeds of the
offer and sale of our  common  stock and from  shareholder  and other  advances.
During the quarter ended June 30, 1999, we issued  378,462  shares of our common
stock for gross  proceeds of  $246,000.  We  anticipate  that  funding of future
operations will be provided by further private  placements and advances from our
shareholders and other parties.

     We will require  additional  funding,  effected  through equity and/or debt
financing,  in order to meet our projected cash  requirements  through  December
2000. We have no understandings or agreements with any person regarding any such
equity and/or debt  financing and no assurance can be given that we will be able
to obtain such additional financing on terms that we deem acceptable.


                                       7
<PAGE>

     As at June 30, 1999, our working capital deficiency aggregated $137,209. We
anticipate our additional cash requirements through December 31, 2000, in excess
of the  proceeds  to date from the sale of shares of our  common  stock and from
advances, to be as follows:

     Research and Development                     $ 150,000
     Business Development                            75,000
     Capital Investments                              8,000
     General Administrative Expenses                 58,000
                                                  ---------
         Total                                    $ 291,000
                                                  =========

     We  anticipate  making  computer  equipment  purchases  aggregating  $7,000
through  December  31,  2000.  However,  our primary  focus will be on continued
research and development,  as well as increased business development  activities
so as to achieve  initial  revenues.  No assurance  can be given that the amount
budgeted  for such  activities  will be  sufficient  to achieve  our  goals.  If
additional funds are required,  we will need to explore the availability of such
funds either through the sale of equity and/or debt securities or borrowings. To
the  extent  that  we  engage  in  such  financing   activities,   our  existing
stockholders and/or management may participate.

     As at June 30,  1999,  we had 7 full time  personnel  who were all in house
consultants.  We anticipate hiring  additional  employees during the next twelve
months as our needs and resources permit.

     There can be no  assurance  of our ability to continue as a going  concern.
Our success in  continuing  as a going  concern is  dependent  on the  continued
support of our  shareholders,  our ability to raise new capital and to achieve a
commercial level of production and sales from profitable operations.

C.   Forward Looking Statements

     This report  includes  "Forward-Looking  Statements"  within the meaning of
Section  27A of the  Securities  Act and Section 21E of the  Exchange  Act.  Any
statements  that express or involve  discussions  with  respect to  predictions,
expectations,  beliefs, plans,  projections,  objectives,  assumptions or future
events or  performance  (often,  but not always,  using words or phrases such as
"expects"  or "does  not  expect",  "is  expected",  "anticipates"  or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could",  "would", "might" or "will" be taken, occur or
be  achieved)  are not  statements  of  historical  fact  and may be  considered
"forward  looking  statements".  These types of statements  are included,  among
other places in this report, in the sections entitled  "Management's  Discussion
and  Analysis or Plan of  Operation."  Forward-looking  statements  are based on
expectations, estimates and projections at the time the statements are made that
involve a number of risks and uncertainties  which could cause actual results or
events to differ  materially  from  those  presently  anticipated.  Although  we
believe that the expectations  reflected in such forward-looking  statements are
reasonable,  we can give no assurance that such  expectations will prove to have
been correct.


                                       8
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     The Company is not a party to any pending legal  proceedings  nor is any of
its property subject to pending legal proceedings.

Item 2. Changes in Securities.

     In May 1999,  we offered and sold  378,462  shares of our common  stock for
aggregate  cash  consideration  of  $246,000  to a non US Person (as  defined in
Regulation  S). We believe that such  transaction  was exempt from  registration
under the Securities Act pursuant to an exemption afforded by Regulation S.

Item 3. Defaults Upon Senior Securities.

     Not Applicable.

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

     Not Applicable.

Item 5. Other Information.

     Not Applicable.

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

     Not applicable.


                                       9
<PAGE>

                                   SIGNATURES

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


Date: February 26, 2001             PUSH ENTERTAINMENT INC.


                                    By: /s/ Danny D. Lowe
                                        -------------------------
                                        Danny D. Lowe, President



                                    By: /s/ Ian Tweedie
                                        -------------------------
                                        Ian Tweedie, Chief Financial Officer