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 March 31, 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                   (IRS Employer Identification No.)
of 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 at December 31, 2000



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


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<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>
-----------------------------------------------------------------------------------
                                                          March 31,    December 31,
                                                               1999            1998
-----------------------------------------------------------------------------------
<S>                                                     <C>             <C>
Assets

Current assets:
     Cash                                               $     5,280     $    29,623
     Accounts receivable                                      8,304          11,640
     ------------------------------------------------------------------------------
                                                             13,584          41,263

Capital assets                                               73,958          77,492

-----------------------------------------------------------------------------------
                                                        $    87,542     $   118,755
===================================================================================

Liabilities and Shareholders' Deficiency

Current liabilities:
     Accounts payable                                   $    78,032     $    43,888
     Accrued liabilities                                    106,274          61,820
     Shareholder advances                                    82,825          49,004
     ------------------------------------------------------------------------------
                                                            267,131         154,712

Shareholders' deficiency:
     Share capital                                          986,128         986,128
     Deficit accumulated during the development stage    (1,165,717)     (1,022,085)
     ------------------------------------------------------------------------------
                                                           (179,589)        (35,957)

-----------------------------------------------------------------------------------
                                                        $    87,542     $   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          From inception
                                                           March 31,              April 21, 1997
                                                ----------------------------        to March 31,
                                                      1999              1998                1999
------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                 <C>
Expenses:
     Technology and product development         $   74,066        $   58,831          $  739,227
     Business and channel development               42,777            38,046             285,385
     General and administration                     21,363            34,629             124,691
     Depreciation                                    5,426               350              16,414
     -------------------------------------------------------------------------------------------
                                                   143,632           131,856           1,165,717

------------------------------------------------------------------------------------------------
Net loss                                           143,632           131,856           1,165,717

Deficit, beginning of period                     1,022,085           360,500                  --

------------------------------------------------------------------------------------------------
Deficit, end of period                          $1,165,717        $  492,356          $1,165,717
================================================================================================

Loss per share                                  $     0.01        $     0.01          $     0.06
================================================================================================
</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          From inception
                                                                     March 31,             April 21, 1997
                                                           --------------------------        to March 31,
                                                                1999             1998                1999
---------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>               <C>
Cash provided by (used in):

Operations:
     Net loss                                              $(143,632)       $(131,856)        $(1,165,717)
     Item not involving cash:
         Depreciation                                          5,426              350              16,414
     Net changes in non-cash working capital:
         Accounts receivable                                   3,336           (5,910)             (8,304)
         Accounts payable                                     43,972         (195,455)             78,032
         Accrued liabilities                                  34,626            6,483             106,274
         Shareholder advances                                 33,821             (699)             82,825
         Other advances
         -------------------------------------------------------------------------------------------------
                                                             (22,451)        (327,087)           (890,476)

Financing activities:
     Issue of share capital                                       --          892,198             986,129
     Net changes in non-cash working capita:
         Share subscriptions receivable                           --         (468,259)                 --
     ----------------------------------------------------------------------------------------------------
                                                                  --          423,939             986,129

Investments activities:
     Acquisition of capital assets                            (1,892)          (5,388)            (90,372)

---------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                  (24,343)          91,464               5,280

Cash, beginning of period                                     29,623               --                  --

---------------------------------------------------------------------------------------------------------
Cash, end of period                                        $   5,280        $  91,464         $     5,280
=========================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>

PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

March 31, 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 United States generally 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 three month  period ended March 31, 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.


                                       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  March 31,  1999,  we had
expended (1) $360,500 in satisfying our Subsidiary's obligation under the E-Zone
Agreement; (2) $378,727 on the development and enhancement of the Technology (of
which  $74,066 was expended in the three  months  ending  March 31,  1999);  (3)
$285,385 on implementing business and channel development for the Technology (of
which  $42,777 was expended in the three months ended March 31,  1999),  and (4)
$90,372 for the  acquisition  of capital  assets  including  computer  hardware,
office  furnishings  and  equipment  (of which  $1,892 was expended in the three
months ended March 31, 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 March 31,  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 March 31, 1999, we had a working capital  deficiency
of $253,547.  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  March 31,  1999,  we did not issue any shares of our
common stock.  However,  we received  additional  shareholder  advances totaling
$33,821.  We anticipate  that funding of future  operations  will be provided by
further private  placements and additional  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


                                       7
<PAGE>

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.

     As at March 31, 1999 our working capital deficiency aggregated $253,547. 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                     $ 225,000
     Business Development                            75,000
     Capital Investments                             15,000
     General Administrative Expenses                 87,000
                                                  ---------
     Total                                        $ 402,000
                                                  =========

     We anticipate  making  computer  equipment  purchases  aggregating  $15,000
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 March 31, 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.

     We are not a  party  to any  pending  legal  proceedings  nor is any of its
property subject to pending legal proceedings.

Item 2. Changes in Securities.

     Not Applicable.

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 27, 2001             PUSH ENTERTAINMENT INC.


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


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


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