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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                  FORM 10-QSB/A

[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

                  For the quarterly period ended June 30, 2002

[_]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

  For the transition period from __________________ to ______________________.

                         Commission file number 0-21637

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

          DELAWARE                                               95-4592204
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                       TOPANGA CANYON BOULEVARD, SUITE 120
                        WOODLAND HILLS, CALIFORNIA 91367
                    (Address of Principal Executive Offices)

                                 (818) 615-1500
                (Issuer's Telephone Number, Including Area Code)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for past 90 days.

                                 Yes [X]     No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date:  Common  Stock,  par value
$0.001, 32,014,978 shares issued and outstanding as of February 25, 2003.

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


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                                 AMENDMENT NO. 1
                 TO THE QUARTERLY REPORT ON FORM 10-QSB FILED BY
            BRILLIANT DIGITAL ENTERTAINMENT, INC. ON AUGUST 14, 2002

     The  following  Items amend the  Quarterly  Report on Form 10-QSB  filed by
Brilliant  Digital  Entertainment,  Inc. (the "Company") on August 14, 2002 (the
"Form  10-QSB"),  as permitted by the rules and  regulations  promulgated by the
Securities and Exchange Commission.  The Form 10-QSB is hereby amended to insert
those  Items as set forth  herein.  All  capitalized  terms used  herein but not
defined shall have the meanings ascribed to them in the Form 10-QSB.


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                                     PART I

                              FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The  information  contained  in this Form  10-QSB is intended to update the
information  contained  in our Annual  Report on Form  10-KSB for the year ended
December 31, 2001 and presumes  that readers have access to, and will have read,
the "Management's  Discussion and Analysis of Financial Condition and Results of
Operations" and other information  contained in such Form 10-KSB.  The following
discussion  and  analysis  also should be read  together  with our  consolidated
financial  statements  and the notes to the  consolidated  financial  statements
included elsewhere in this Form 10-QSB.

     This   discussion   summarizes  the  significant   factors   affecting  the
consolidated operating results, financial condition and liquidity and cash flows
of Brilliant  Digital  Entertainment  for the six months ended June 30, 2002 and
June 30, 2001. Except for historical information,  the matters discussed in this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations are forward looking  statements that involve risks and  uncertainties
and are based upon  judgments  concerning  various  factors  that are beyond our
control.  Actual  results could differ  materially  from those  projected in the
forward-looking  statements  as a result of,  among  other  things,  the factors
described below under the caption "Cautionary Statements and Risk Factors."

OVERVIEW

     Brilliant  Digital  Entertainment,  Inc. is a developer and  distributor of
rich media advertising  technologies and through its Altnet  subsidiary,  secure
peer-to-peer computer networking solutions.

     In February  2002, we formed Altnet,  Inc. to operate a  peer-to-peer-based
content  distribution  network that allows  Altnet to securely  and  efficiently
distribute a content owner's music,  video,  software and other digital files to
computer users. Using internally developed and licensed technology, we intend to
create a private, or "closed" peer-to-peer network, which allows us to centrally
control the  distribution  of a digital file,  which has been  authorized by its
owner,  directly from one computer user (peer) to another (peer). Our ability to
control which files are distributed over our private network, as well as our use
of  widely  available  digital  rights  management  (or DRM)  technologies  from
Microsoft  Corporation,   TryMedia  and  others  to  protect  against  copyright
infringement,  will  prevent the  distribution  of  unauthorized  files over our
network  and help to protect  against  the  unauthorized  use of a digital  file
distributed  over our  network  once it resides on an end  user's  computer.  We
intend to exploit Altnet by partnering  with third party  operators of web sites
and  other  Internet  applications  to  enable  users of  those  web  sites  and
applications  to search for and download  digital files from the Altnet network.
We own 51% of the  outstanding  capital  stock of Altnet  and  manage all of its
day-to-day operations,  and the remaining 49% is owned by Joltid, Ltd. (formally
known as  Blastoise,  Ltd.),  the  company  from whom we  license a  substantial
portion of Altnet's peer-to-peer technology.


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     Commencing  in the  second  quarter  of 2002 we began to supply  authorized
files from our secure  Altnet  peer-to-peer  system for display in, and download
from, the search results section inside the KaZaA Media Desktop. The KaZaA Media
Desktop,  owned and  operated  by Sharman  Networks,  currently  is the  leading
peer-to-peer  file sharing system,  with an average of approximately 3.5 million
users at any given time  sharing  media files.  We have entered into  agreements
with  owners  of  proprietary  media  content,  such as music,  movie  trailers,
computer  games,  and software  products,  that permit us to display  authorized
files to end users in  response to the end user's  search  request (we call this
TopSearch).  Pursuant to our agreement with Sharman Networks, we currently offer
our  customers  (the owners of media  files) the ability to display  their media
files to the millions of users of the KaZaA Media Desktop, and we facilitate the
secure delivery of these files from the Altnet peer-to-peer system to users upon
request in  accordance  with  parameters,  including  price,  set by the content
owner,  to the extent the  content  owner  desires to offer its media  files for
sale. We intend to further  exploit Altnet by partnering  with other third party
operators  of web sites and Internet  applications  to enable users of those web
sites and  applications to search for and download digital files from the Altnet
network.

     We commercialize our advertising technology in two primary ways. We license
our rich  media  advertising  server  technologies  to web sites to  enable  the
selling and serving of our proprietary  rich media  advertising  format,  and we
license our rich media  content  authoring  tools - "b3d Studio" and "b3d Studio
Pro" - to  production  studios and  content  developers  interested  in creating
content for the Internet.  We launched our rich media 3D  advertising  banners -
Brilliant  Banners - into the market  during the first  quarter of 2001 to offer
advertisers  and web sites an  alternative to the current  Graphics  Interchange
Format,  or GIF,  banners  that are  prevalent  on web sites  today.  Rich media
advertising  banners  are web site  banner  ads that have full  audio and motion
animation.  We believe that our animated 3D banner advertisements perform better
than GIF banners because they include motion animation and full audio,  which is
more  engaging to a viewer.  We license our rich media ad serving  technologies,
through  our  wholly-owned  subsidiary  B3D,  Inc.,  to high  traffic web sites,
including  the P2P network of Sharman  Networks,  for the  serving of  Brilliant
Banners.  We are  also  introducing  our ad  format  to third  party ad  serving
companies,  making our  technologies  available for them to commence selling and
serving this new rich media ad format.

     We generate revenue from our Internet advertising business by licensing our
ad serving technology,  which is used to display our Brilliant Banners, to third
party  operators of web sites and other Internet  applications,  and we generate
revenue from our software tools business by selling licenses to our b3d software
tools.  We will generate  revenue from our Altnet  business by contracting  with
content owners to distribute and sell their digital files to computer  users. We
will charge the content  owner a placement or  distribution  fee based on one or
more of the  following:  (i) a negotiated fee for each file  downloaded,  (ii) a
negotiated  fee for each license issued once the end user tries to play the file
the first time after it has been downloaded,  and (iii) a negotiated  percentage
of the sales price a computer user pays to purchase a digital file.

     In  2001,  we  substantially   reduced  our  internal  production  and  web
distribution of episodic  animations,  called  MultipathTM  Movies, and animated
music  videos,  in order to  reduce  our costs  and our cash  requirements.  The
reduction in our content production and syndication activities has allowed us to
focus our efforts and allocate  our  resources  to the further


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development  and  exploitation  of our  advertising  serving and authoring tools
businesses, and to pursue the development of our Altnet subsidiary.

     We are a Delaware  corporation  that was  incorporated  in July  1996.  Our
executive  offices  are located at 6355  Topanga  Canyon  Boulevard,  Suite 120,
Woodland Hills,  California  91367,  and our telephone number is (818) 615-1500.
Information  on  our  web  sites,   www.brilliantdigital.com,   www.b3d.com  and
www.altnet.com does not constitute part of this Form 10-QSB.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related  to  reserves  for  bad  debts.  We base  our  estimates  on  historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions.  Our use of estimates,
however, is quite limited, as we have adequate time to process and record actual
results from operations.

     Our  critical   accounting   policies  are  described  in  Note  2  to  the
consolidated  financial statements included in Item 7 of our Form 10-KSB for the
fiscal year ended  December 31, 2001.  We believe our most  critical  accounting
policies include revenue recognition,  the corresponding accounts receivable and
our use of the  consolidation  method when accounting for our  subsidiaries.  We
believe the following critical  accounting  policies affect our more significant
judgments  and  estimates  used in  preparation  of our  consolidated  financial
statements.

     Under SEC Staff Accounting Bulletin No. 101, generally we recognize revenue
when all of the  following  criteria  are met:  (1)  persuasive  evidence  of an
arrangement  exists,  (2) delivery has occurred or services have been  rendered,
(3)  the  seller's  price  to the  buyer  is  fixed  or  determinable,  and  (4)
collectibility  is  reasonably  assured.  In the case of each of our product and
service lines we establish a contract or insertion order with our customers with
specifics for requirements,  a fixed price, a delivery  schedule,  and terms for
payment. We also recognize revenue in accordance with the following with respect
to our specific products and services:  when we enter into development contracts
for our  MultipathTM  Movies  under  which  we are  entitled  to  fixed  minimum
guaranteed  payments,  in accordance  with AICPA Statement of Position 97-2 (SOP
97-2), the minimum guaranteed payments are recognized as revenue when the CD-ROM
master is delivered  to the  distributor,  the terms of the sale are  considered
fixed, and collectibility is probable.

     Unless cash is paid in advance,  our receivables are recorded as revenue is
earned.  We then  record  reserves  against  our  receivable  accounts  based on
historical  results.  If no  historical  results  are  available  at the  time a
receivable is booked, the general credit worthiness of the customer is evaluated
and an  appropriate  reserve  is  recorded,  if  any.  The  amount  of  reserves


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ultimately required,  however, could differ materially from the amounts provided
for in the accompanying consolidated financial statements, which would result in
accounting adjustments recorded in future periods to reflect such difference. To
the extent the actual reserves are greater than the amount of reserve  recorded,
our financial statements will be negatively impacted.

     Commencing  in fiscal 2002,  we have shifted our emphasis from our Internet
advertising and b3d toolset business to our Altnet peer-to-peer  business.  This
shift in emphasis has occurred primarily due to our limited financial  resources
which  have  been  unable to  support  both  businesses.  With  this  shift,  we
anticipate  that an increasing  percentage of future  revenues and a substantial
majority of our  operating  costs will be derived from our Altnet  business.  We
will  generate  revenue  from our Altnet  business by  contracting  with content
owners to distribute  and sell their digital  files to computer  users.  We will
need to rely on  estimates  for bad debt  reserves in those  instances  where we
charge a content owner a fee for each file downloaded or for each license issued
to an end user.

     We have significant  business  relationships with Sharman Networks Limited,
and  piggyback on Sharman's  distribution  of the KaZaA Media Desktop to further
several of our business needs. For instance, we bundle our Digital Projector and
Altnet  peer-to-peer  networking  software  with  downloads  of the KaZaA  Media
Desktop. In addition, we distribute and sell digital files to users of the KaZaA
Media  Desktop,  who search for,  select and download  these files using KaZaA's
graphic user interface.  We also generate  revenue from the serving of Brilliant
Banner  ads on the KaZaA  Media  Desktop.  Sharman  Networks,  the  KaZaA  Media
Desktop, and other peer-to-peer software products,  are currently the subject of
a lawsuit,  Metro-Goldwyn-Mayer Studios, Inc. et. al. v. Grokster, Ltd. et. al.,
filed in the United States District Court for the Central District of California
(Western Division) by twenty-eight  entertainment companies claiming that, among
other things, the KaZaA Media Desktop facilitates, contributes to and encourages
copyright infringement.  On November 18, 2001, there was an additional complaint
filed,  Lieber et. al. v. Consumer  Empowerment B.V. et. al. A disruption in the
distribution  of the  KaZaA  Media  Desktop  by  Sharman,  as a  result  of this
litigation  or  otherwise,  would  necessarily  adversely  impact (1) the future
distribution of our Digital  Projector and Altnet  software,  which would impact
the growth of Altnet  users and  persons  enabled to view our b3d  content,  (2)
revenues we derive from serving  Brilliant  Banners on the KaZaA Media  Desktop,
and (3) the growth in users of the KaZaA  Media  Desktop to whom Altnet can sell
authorized digital files.


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RESULTS OF OPERATIONS

     REVENUES.  Production  fees are paid to us by customers in exchange for our
development  of animated  content,  including  banner ads,  in  accordance  with
customer  specifications.  The development  agreements generally specify certain
"milestones,"  such as the  completion  of a  script,  which  must  be  achieved
throughout  the  production  process.  As  these  milestones  are  achieved,  we
recognize the portion of the development fee allocated to each milestone. In the
case of music videos,  the  production  period is typically six to twelve weeks.
The  customer  is  invoiced  for each stage of the  production  process  after a
milestone has been achieved. In the case of Brilliant Banner ads, the production
period is typically two weeks, and our customary  payment  arrangements  require
50% of our fee to be paid at  commencement  of the project and the remaining 50%
to be paid  upon  completion.  We  recognize  revenue  from  the  production  of
Brilliant  Banners upon delivery of the completed  banner  advertisement  to the
client.

     Revenues  earned from the sale or  licensing  of our  software  tools,  are
recognized  when we  enter  into  the  sales  or  licensing  agreements.  If the
agreement  covers a period in excess of one year,  the revenue  associated  with
this  agreement  is  recognized  on a  straight-line  basis over the life of the
agreement.  In the case of our distribution and licensing  agreements with e-New
Media,  e-New Media paid us a  non-refundable  advance against future  royalties
from  sales of our  software  tools,  and this  advance is being  recognized  as
revenue  on a  straight-line  basis  over the  five  and six year  life of these
agreements.

     Advertising  revenues,  which  are  revenues  earned  from the  placing  of
Internet  advertising  on third party web sites,  are paid by the advertiser and
recognized by us on a pro rata basis as the advertising  commitment is fulfilled
in accordance with the terms of the  advertising  campaign  insertion  order. Ad
server licensing revenues,  which are revenues earned from the license of our ad
serving technology to third party web sites, are paid by the operator of the web
site and  recognized  by us when we invoice the licensee,  which usually  occurs
after the terms of the advertising campaign insertion order are fulfilled.

     We intend to derive  revenue  from our  Altnet  business  by  charging  the
content  owner a  placement  or  distribution  fee  based  on one or more of the
following: (i) a negotiated fee for each file downloaded,  (ii) a negotiated fee
for each license  issued once the end user tries to play the file the first time
after it has been  downloaded,  and (iii) a negotiated  percentage  of the sales
price a computer user pays to purchase a digital file. Revenues earned from fees
charged for file downloads and licenses  issued to end users,  which are paid by
the content owner, will be recognized as each download occurs or license issues.
With  respect to revenues  earned from  purchases of digital  files  pursuant to
revenue  share  agreements  with content  owners,  we will  recognize  only that
portion of the purchase  price to which we are entitled  under our  agreement at
the time of payment by the end user.

     Revenues  decreased 36% from  $1,042,000  for the six months ended June 30,
2001 to $668,000 for the six months  ended June 30, 2002.  During the six months
ended June 30, 2002, our primary  sources of revenue were from our  distribution
and technology agreements with e-New Media, which generated $458,000 in revenue,
and from advertising activities.  In 2001, e-New Media generated $458,000, while
Island Def Jam produced $226,000 and Warner Bros. Online generated $136,000.  We
also earned $100,000 from an advertising agreement with


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Infogrames.  The  decrease in revenues in the 2002 period is due  primarily to a
reduction in revenues from the production of animated music videos following our
closure of Digital Hip Hop in November, 2001.

     COST OF REVENUES.  Cost of revenues consists  primarily of the amortization
of licensing  royalties payable to third parties and the direct costs associated
with content productions. Cost of revenues decreased significantly from $417,000
for the six months  ended June 30, 2001 to $91,000 for the six months ended June
30, 2002. This represents a decrease of $326,000, or 78%, which is primarily due
to the  termination  of  production  of content for Warner Bros.  Online and the
closure  of  Digital  Hip Hop.  Additionally  there was a  decrease  in  royalty
expense,  from  $53,000  in 2001 to  $39,000  in 2002,  as two of our  licensing
agreements were fully amortized during 2001.

     SALES AND MARKETING.  Sales and marketing expenses were reduced by 76% from
$520,000  for the six months  ended June 30, 2001 to $125,000 for the six months
ended June 30, 2002. In the first half of 2001, we incurred  $426,000 in expense
for warrants  issued in  connection  with our agreement  with Yahoo!,  which was
fully amortized during 2001. The decrease is also  attributable to the reduction
in our use of outside sales and marketing consultants.  The $125,000 incurred in
the six months  ended June 30, 2002 is primarily  attributable  to fees to sales
consultants and our initial marketing efforts for Altnet, Inc.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses primarily
include salaries and benefits of management and administrative personnel,  rent,
insurance  costs and  professional  fees.  General and  administrative  expenses
decreased $615,000 or 25% from $2,423,000 for the six months ended June 30, 2001
to $1,808,000 for the six months ended June 30, 2002. This decrease is primarily
attributable to a decrease in salaries and employee  benefits of $277,000 due to
a reduction in  headcount in the Los Angeles  office and a decrease in insurance
costs, plus a reduction of $30,000 in travel costs.  Additionally,  rent expense
was  reduced  by  $42,000  due to the  partial  closing  of office  space in Los
Angeles.  In  Australia,  a cut in the  production  space and a reduction in the
headcount  caused a decrease in general and  administrative  costs of  $175,000.
Expenses were  additionally  decreased by $234,000 by the closure of the Digital
Hip Hop office.  With the commencement of operations at our Altnet  peer-to-peer
subsidiary,  other consulting and professional fees remained  consistent for the
2001 and 2002 periods. The decreases in general and administrative expenses were
partially  offset  by a  one-time  expense  of  $135,000  that  we  incurred  in
connection with warrants issued for consulting services during the 2002 period.

     RESEARCH  AND  DEVELOPMENT.   Research  and  development  expenses  include
salaries and  benefits of  personnel  conducting  research  and  development  of
software products.  Research and development costs also include costs associated
with creating our software tools used to develop MultipathTM Movies, 3D animated
content for banner ads and  Internet  web site  development  costs.  These costs
decreased  85% from  $909,000 for the six months ended June 30, 2001 to $136,000
for the six months ended June 30, 2002  primarily  due to a decrease in web site
development  costs,  research  and  development  personnel  and  overhead  costs
associated  with  research and  development.  We decreased  the headcount of our
research and development  personnel in our Sydney,  Australia office during 2001
from 53 employees to 7 employees at June 30, 2002.


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     DEPRECIATION AND AMORTIZATION. Depreciation expense relates to depreciation
of fixed assets such as computer  equipment and cabling,  furniture and fixtures
and  leasehold  improvements.  These  fixed  assets are  depreciated  over their
estimated  useful  lives  (up to five  years)  using the  straight-line  method.
Depreciation  expense  decreased 83% from $178,000 for the six months ended June
30,  2001 to $31,000 for the six months  ended June 30,  2002.  The  decrease is
attributable  to the full  amortization of certain fixed assets prior to the six
months ended June 30, 2002 and the disposal of other fixed assets in  connection
with the closing of office space in Los Angeles and Sydney.

     OTHER INCOME AND EXPENSE. Other income and expense includes interest income
and interest expense and debt discount on capital financing, gains and losses on
foreign  exchange  transactions,  and  export  development  grants  paid  to our
subsidiary,  Brilliant  Interactive  Ideas Pty.  Ltd., by the  Australian  Trade
Commission for its participation in certain export activities.  Other income and
expense decreased from income of $115,000 for the six months ended June 30, 2001
to a loss of $1,775,000  for the six months ended June 30, 2002. The loss is due
to a non-cash debt discount  expense of $1,596,000 and accrued  interest expense
of $149,000  incurred in  connection  with our sale of  $3,014,150  in principal
amount of convertible  promissory notes in 2001. During the remaining two fiscal
quarters  of 2002,  we will incur an  additional  $1,301,000  in  non-cash  debt
discount expense in connection with this financing transaction. We have incurred
an  additional  $30,000 in  interest  expense  pertaining  to several  licensing
agreements and a note.  During the first half of 2001, we earned $31,000 for the
trade  export  grant,  recognized  a gain of  $25,000  on the  sale  of  assets,
recognized a $44,000 gain on foreign exchange transactions and earned $15,000 of
interest income, net of expense.

     NET LOSS ON DISCONTINUED OPERATIONS. The Auction Channel has been accounted
for as a discontinued  operation  pursuant to  Management's  formal  adoption on
December 31, 2000 of a plan to dissolve the business unit. A net gain of $23,000
was  recognized  for the six months ended June 30,  2001.  The net assets of The
Auction  Channel  were sold in the second  quarter of 2001 and the  company  was
subsequently dissolved.

LIQUIDITY, CAPITAL RESOURCES AND RELATED PARTY TRANSACTIONS

     As of June 30, 2002, our cash and cash  equivalents  totaled  approximately
$330,000,  of which  $75,000 is  restricted  and held in  escrow.  This is a net
increase of $145,000 as compared to December  31,  2001.  The increase is due to
debt and equity financing  transactions  consummated  during January,  March and
April in which we raised an  aggregate  of  $1,629,000,  offset by a net loss of
$3,395,000.

     Cash flows from operating,  financing and investing  activities for the six
months ended June 30, 2002 and 2001 are summarized in the following table:

     ACTIVITY:                                   2002                  2001
     --------                                    ----                  ----

     Continuing Operations                 $  ( 1,470,000)        $  (2,876,000)
     Discontinuing Operations              $           --         $    (311,000)
     Investing                             $           --         $     (21,000)
     Financing                             $    1,607,000         $   2,241,000


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     Net cash of $1,470,000 used in operating  activities  during the six months
ended June 30, 2002 was primarily  attributable to a net loss from operations of
$3,395,000.  This is compared  to a net use of cash during the six months  ended
June 30, 2001 of  $2,876,000  attributable  to a net loss of  $3,354,000  and an
additional use of cash of $311,000 attributable to discontinued operations.

     Net cash used to purchase computer equipment amounted to $21,000 in the six
months ended June 30, 2001.

     We are  required  as of June 30, 2002 to make  minimum  payments of $37,000
under various licensing agreements.

     At June 30,  2002,  we had rental  commitments  for our office  facility of
$48,000 and two  promissory  notes for the  financing  of office  furniture  and
computer  equipment in the amount of $26,000 and $30,000 payable over the next 2
years. Our contractual obligations are as follows:

     CONTRACTUAL                                     LESS THAN            1-3
     OBLIGATIONS                     TOTAL            1 YEAR             YEARS
     -----------                     -----            ------             -----

     Capital Leases                 $56,000           $25,000           $31,000
     Operating Lease                $48,000           $41,000           $ 7,000

     In March 2002, we sold an aggregate of 6,051,437 shares of common stock and
warrants to purchase up to an aggregate of 10,758,110  shares of common stock in
a private placement for aggregate proceeds to us of $800,000.  In April 2002, we
sold an additional  2,276,045 shares of common stock and warrants to purchase up
to an aggregate of 4,145,921 shares common stock for aggregate proceeds to us of
$450,000. See Note 2 to Notes to Consolidated Financial Statements.

     Our  operations  generated  negative  cash flow during the six months ended
June 30,  2001 and 2002,  and we expect a  significant  use of cash  during  the
remaining months of the 2002 fiscal year as we continue to initiate the business
opportunity for Altnet,  Inc., as well as continue to develop our software tools
and continue our marketing  efforts for our tools and 3D rich media banners ads.
We anticipate  our current cash reserves,  plus our expected  generation of cash
from  existing   operations,   will  be  sufficient  to  fund  our   anticipated
expenditures into the latter half of the third quarter of 2002. Consequently, we
will require  additional  equity or debt  financing  during 2002, the amount and
timing of which will depend in large part on our  spending  program.  Our recent
financings  have  been  significantly   dilutive  to  our  stockholders  and  if
additional  funds are raised  through  the  issuance of equity  securities,  our
stockholders may experience significant additional dilution.  Furthermore, there
can be no assurance that  additional  financing will be available when needed or
that  if  available,   such  financing  will  include  terms  favorable  to  our
stockholders  or us. If such  financing is not available when required or is not
available  on  acceptable  terms,  we may be unable to develop  or  enhance  our
products and services,  take advantage of business  opportunities  or respond to
competitive pressures,  any of which could have a material adverse effect on our
business,  financial condition and results of operations,  and would most likely
result in our  having to file for  bankruptcy  protection  under the  Bankruptcy
Code.


                                       10


<PAGE>


     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that we will  continue  as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The carrying  amounts of assets and  liabilities  presented in the
financial  statements  do not  purport to  represent  realizable  or  settlement
values.  The report of our  Independent  Certified  Public  Accountants  for the
December  31,  2001  financial  statements  included  an  explanatory  paragraph
expressing substantial doubt about our ability to continue as a going concern.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001,  the Financial  Accounting  Standards  Board  finalized  FASB
Statements No. 141, Business  Combinations (SFAS 141), and No. 142, Goodwill and
Other  Intangible  Assets (SFAS 142).  SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business  combinations  initiated  after June 30, 2001.  SFAS 141
also requires that we recognize  acquired  intangible assets apart from goodwill
if the acquired intangible assets meet certain criteria. SFAS 141 applies to all
business  combinations  initiated after June 30, 2001 and for purchase  business
combinations  completed on or after July 1, 2001.  It also requires  that,  upon
adoption of SFAS 142, we reclassify  the carrying  amounts of intangible  assets
and goodwill based on the criteria in SFAS 141.

     SFAS 142 requires,  among other things,  that companies no longer  amortize
goodwill,  but instead  test  goodwill  for  impairment  at least  annually.  In
addition, SFAS 142 requires that we identify reporting units for the purposes of
assessing potential future impairments of goodwill, reassess the useful lives of
other  existing   recognized   intangible  assets,  and  cease  amortization  of
intangible  assets with an indefinite  useful life. An intangible  asset with an
indefinite  useful life should be tested for  impairment in accordance  with the
guidance  in SFAS 142.  SFAS 142 is  required  to be  applied  in  fiscal  years
beginning  after December 15, 2001 to all goodwill and other  intangible  assets
recognized  at  that  date,  regardless  of when  those  assets  were  initially
recognized.  SFAS 142 requires us to complete a transitional goodwill impairment
test nine months from the date of adoption. We are also required to reassess the
useful lives of other  intangible  assets within the first interim quarter after
adoption of SFAS 142.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement Obligations". SFAS No. 143 requires the fair value of a liability for
an asset  retirement  obligation  to be  recognized in the period in which it is
incurred  if a  reasonable  estimate of fair value can be made.  The  associated
asset  retirement  costs are  capitalized as part of the carrying  amount of the
long-lived  asset.  SFAS No. 143 is effective for fiscal years  beginning  after
June 15, 2002. We believe the adoption of this  Statement  will have no material
impact on our financial statements.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets".  SFASB 144 requires  that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell,  whether  reported in  continuing  operations  or in  discontinued
operations. Therefore, discontinued operations will no longer be measured at net
realizable  value or include  amounts  for  operating  losses  that have not yet
occurred.  SFASB 144 is effective  for  financial  statements  issued for fiscal
years  beginning  after


                                       11


<PAGE>


December 15, 2001 and, generally,  are to be applied  prospectively.  We believe
the adoption of this  Statement  will have no material  impact on our  financial
statements.

     In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections.  This statement  eliminates the current  requirement that gains and
losses on debt  extinguishment  must be classified as extraordinary items in the
income  statement.  Instead,  such  gains  and  losses  will  be  classified  as
extraordinary  items only if they are deemed to be unusual  and  infrequent,  in
accordance with the current GAAP criteria for extraordinary  classification.  In
addition,  SFAS 145 eliminates an inconsistency in lease accounting by requiring
that  modifications  of  capital  leases  that  result  in  reclassification  as
operating  leases be accounted for  consistent  with  sale-leaseback  accounting
rules.  The  statement  also  contains  other   nonsubstantive   corrections  to
authoritative accounting literature.  The changes related to debt extinguishment
will be effective for fiscal years beginning after May 15, 2002, and the changes
related to lease accounting will be effective for  transactions  occurring after
May 15, 2002.  Adoption of this standard  will not have any immediate  effect on
our consolidated financial statements.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities,  which addresses accounting for restructuring
and  similar  costs.  SFAS No.  146  supersedes  previous  accounting  guidance,
principally  Emerging Issues Task Force (EITF) Issue No. 94-3. We will adopt the
provisions of SFAS No. 146 for restructuring activities initiated after December
31, 2002. SFAS No. 146 requires that the liability for costs  associated with an
exit or disposal  activity be recognized  when the liability is incurred.  Under
EITF No.  94-3,  a liability  for an exit cost was  recognized  at the date of a
company's  commitment to an exit plan.  SFAS No. 146 also  establishes  that the
liability should initially be measured and recorded at fair value.  Accordingly,
SFAS No. 146 may affect the timing of recognizing future  restructuring costs as
well as the amount recognized. Cautionary Statements and Risk Factors.

CAUTIONARY STATEMENTS AND RISK FACTORS

     Several of the matters  discussed in this document contain  forward-looking
statements  that involve risks and  uncertainties.  Factors  associated with the
forward-looking  statements that could cause actual results to differ materially
from those  projected  or forecast  are  included in the  statements  below.  In
addition to other information contained in this report, readers should carefully
consider the following cautionary statements.

     IF WE ARE UNABLE TO RAISE  ADDITIONAL  FUNDS,  WE MAY BE  REQUIRED TO DELAY
IMPLEMENTATION  OF OUR BUSINESS PLAN,  REDUCE OVERHEAD  SIGNIFICANTLY OR SUSPEND
OPERATIONS. We currently have a number of obligations that we are unable to meet
without  generating  additional  revenues or raising additional  capital.  If we
cannot  generate  additional  revenues or raise  additional  capital in the near
future,  we may become  insolvent.  As of June 30,  2002,  our cash  balance was
approximately  $330,000 and our outstanding  accounts payable,  accrued expenses
and current notes payable totaled $952,000,  not including the capital financing
notes,  which  have a  convertible  feature.  Historically,  we have  funded our
capital  requirements  with debt and  equity  financing.  Our  ability to obtain
additional equity or debt financing depends on a number of factors including our
financial  performance and the overall conditions in our industry. If we are not
able to raise  additional  financing or if such  financing  is not  available on
acceptable


                                       12


<PAGE>


terms,  we may  liquidate  assets,  seek or be forced  into  bankruptcy,  and/or
continue  operations  but suffer  material harm to our  operations and financial
condition. These measures could have a material adverse affect on our ability to
continue as a going concern.

     WE HAVE A HISTORY OF  LOSSES,  A  NEGATIVE  NET WORTH AND MAY NEVER  ATTAIN
PROFITABILITY.  We have a  limited  operating  history  and  have  not  attained
profitability. Since inception, we have incurred significant losses and negative
cash  flow,  and as of June  30,  2002 we had an  accumulated  deficit  of $58.0
million.  Additionally,  as of the date of this report, our current  liabilities
exceed our current  assets.  We have not  achieved  profitability  and expect to
continue  to  incur  operating  losses  for the  foreseeable  future  as we fund
operating and capital  expenditures in the areas of software tools  development,
brand promotion, sales and marketing,  administration,  deployment of our Altnet
peer-to-peer  network and operating  infrastructure.  Our business model assumes
that consumers and advertisers  will be attracted to our rich media  advertising
formats  (Brilliant  Banners),  and that  animators and those who produce banner
advertisements will use our b3d tools and technology in the development of other
b3d-produced content. Our business model also assumes that a significant portion
of our future  revenues will be derived from our Altnet  peer-to-peer  business,
which is not fully  operational.  This  business  model is not yet proven and we
cannot assure you that we will ever achieve or sustain profitability or that our
operating  losses will not  increase in the future or be  inconsistent  with the
expectations  of the  public  market.  Primarily  as a result  of our  continued
losses, our independent public accountants  modified the opinion on our December
31, 2001 financial  statements to include an explanatory  paragraph wherein they
expressed substantial doubt about our ability to continue as a going concern.

     OUR RECENT CAPITAL RAISING EFFORTS HAVE RESULTED IN SUBSTANTIAL DILUTION TO
OUR  STOCKHOLDERS  AND OUR FUTURE  CAPITAL NEEDS WOULD  INCREASE THIS  DILUTION.
During 2001, we raised $3.0 million  through the sale of convertible  promissory
notes and common stock purchase warrants.  The promissory notes, which mature on
November 10, 2002,  and accrued  interest may be converted by the holders at any
time into a number of shares of our common  stock  determined  by  dividing  the
amount due under the notes,  including interest,  by a price equal to the lesser
of $.20 and the lowest 5 day volume  weighted  average price of our common stock
as reported by the  American  Stock  Exchange at any time during the term of the
notes. At August 2, 2002, the principal and interest outstanding under the Notes
could be converted by the holders into 27,549,846 shares of common stock,  which
would represent 52.5% of our outstanding common stock immediately  following the
conversion.  The warrants  attached to the Notes have an expiration  date of May
23,  2004  and  entitle  the  holders  to  purchase  up  to  an   aggregate   of
44,542,717shares  of our Common Stock at an exercise price of $0.1203 per share.
The exercise of the warrants would increase the number of shares outstanding and
result in further dilution to our other stockholders.  Additionally,  during the
first and second  quarters of 2002, we raised an additional  $1,250,000  through
the sale of 8,327,482  shares of common  stock at an average  price per share of
$0.15,  and  in  connection  therewith  issued  warrants  to  purchase  up to an
additional  14,904,031  shares of common stock at exercise  prices  ranging from
$0.148725  to $0.28125 per share.  We  anticipate  that during the  remainder of
2002, we will need to raise additional capital, as our current operations do not
generate  positive cash flow. As such, any additional  capital  raising  efforts
would cause further dilution to stockholders.


                                       13


<PAGE>


     The following table  illustrates our  capitalization  as of August 2, 2002,
and identifies  the number of shares issued and  outstanding as of such date, as
well as the number of shares that may be issued in the future upon conversion of
outstanding convertible promissory notes and exercise of outstanding options and
warrants:

                                        SHARES OF            PERCENTAGE OF FULLY
SECURITY                              COMMON STOCK             DILUTED SHARES
----------------------------          -------------          -------------------

Outstanding Common Stock                24,891,142                  33.5%
Convertible Promissory Notes            33,755,181                  45.4%
Outstanding Warrants(1)                 10,368,874                  13.9%
Outstanding Options                      5,324,000                   7.2%
                                      -------------          -------------------
  Fully Diluted Shares of
    Common Stock(2)                     74,339,197                 100.0%
----------
(1)  For  purposes  of this  table,  we have  only  included  warrants  that are
     "in-the-money"  (the  exercise  price of the warrants is below the price of
     our common stock),  and the number of shares of common stock underlying the
     outstanding  warrants has been  calculated on a "cashless"  exercise basis,
     whereby  the  holder of each  warrant  receives  upon  exercise a number of
     shares of common  stock  with a value  equal to (i) the total  value of the
     shares  underlying  the warrants LESS (ii) the aggregate  exercise price of
     the  warrants,  and is  calculated  based on the closing sales price of our
     common stock on the American  Stock  Exchange on August 2, 2002,  which was
     $0.17.
(2)  This number  excludes  (i)  14,530,375  shares that have been  reserved for
     issuance  under our 1996 Stock  Option Plan that were not the subject of an
     outstanding  stock  option  or other  award at  August  2,  2002,  and (ii)
     49,897,160  shares  underlying  warrants that have exercise  prices ranging
     from $0.195 to $0.75 per share, and thus not "in-the-money."

     IF WE BECOME INSOLVENT, WE WILL BE IN DEFAULT UNDER OUR SECURED CONVERTIBLE
PROMISSORY  NOTES,  WHICH COULD RESULT IN OUR OBLIGATION TO PAY  IMMEDIATELY ALL
AMOUNTS THEN OUTSTANDING  UNDER THE NOTES. If we generally do not pay, or become
unable to pay,  our debts as such debts  become due, we will  default  under our
outstanding  Secured  Convertible  Promissory Notes, in the aggregate  principal
amount of $3.0 million.  If a default occurs, all amounts owed to the holders of
the notes would  immediately  become due and  payable.  If the debt  becomes due
before its stated  maturity in November 2002, we likely will not have sufficient
funds to repay the indebtedness,  which will entitle the holders of the notes to
exercise all of their rights and remedies,  including  foreclosure on all of our
assets which we pledged as collateral to secure repayment of the debt.

     ALTNET IS AN UNPROVEN BUSINESS VENTURE AND MAY REQUIRE  SIGNIFICANT CAPITAL
TO BE SUCCESSFULLY IMPLEMENTED. Our Altnet peer-to-peer business is unproven and
we cannot guaranty that it will be successful.  The success of the business will
depend,  in part,  on our  ability  to enter  into  end user  agreements  with a
sufficient number of qualified  personal computer owners to allow the network to
work  efficiently  and  effectively,  acceptance  by corporate  customers of our
services,  the technical viability of the commercially  available digital rights
management,  or DRM, software we employ to protect the proprietary  content that
will pass through the Altnet network and reside on network computers, acceptance
of  content  offered  through   TopSearch,   and  our  underlying   peer-to-peer
technology.  Additionally,  we do not have sufficient capital to internally fund
Altnet's development and operations. Consequently, the


                                       14


<PAGE>


capital  necessary  to fund Altnet and expand the  operations  will need to come
from outside sources.  We cannot make assurances that sufficient capital will be
available at all or on terms  acceptable to us to fund Altnet's  development and
operations.

     OUR BUSINESS MODEL CONTEMPLATES  RECEIVING A PORTION OF OUR FUTURE REVENUES
FROM RICH MEDIA INTERNET ADVERTISEMENTS  DEVELOPED AND SERVED USING OUR SOFTWARE
TOOLS AND FROM INTERNET ADVERTISING SERVICES.  INTERNET ADVERTISING IS DEPENDENT
ON THE ECONOMIC PROSPECTS OF ADVERTISERS AND THE ECONOMY IN GENERAL AND RECENTLY
HAS EXPERIENCED A SIGNIFICANT  DECLINE.  A CONTINUED DECREASE IN EXPENDITURES BY
ADVERTISERS  OR A PROLONGED  DOWNTURN  IN THE ECONOMY  COULD CAUSE US TO FAIL TO
ACHIEVE OUR REVENUE  PROJECTIONS.  We are focusing a portion of our resources on
generating  revenues  from the sale of our b3d  tools for the  creation  of rich
media Internet  advertisements and from the sale of technologies and services to
Web publishers,  third party advertising  representation firms,  advertisers and
agencies.   In  recent  quarters,   the  market  for  Internet  advertising  has
experienced lower demand,  lower prices for  advertisements and the reduction of
marketing and advertising  budgets. As a consequence,  expenditures for Internet
advertisements  have decreased.  We cannot be certain that future decreases will
not occur and that spending on Internet  advertisement will return to historical
levels.  A continued  decline in the economic  prospects of  advertisers  or the
economy in general  could  cause us to fail to achieve  our  advertising-related
revenue projections.

     WE WILL NOT BE ABLE TO GENERATE REVENUES FROM OUR BRILLIANT BANNERS IF THEY
DO NOT ACHIEVE MARKET ACCEPTANCE. The success of our Brilliant Banner rich media
ad format and our ability to generate revenues through sale and serving of these
advertisements  will be  determined  by consumer  reaction  and  acceptance.  To
generate revenues, we must develop advertisements that appeal to the advertising
community and the consumer, which is unpredictable.  Additionally, our Brilliant
Banner  advertisements face competition from other online advertising  companies
like Unicast and Viewpoint. Other factors that influence our ability to generate
revenues from our Brilliant Banners include:

     o    Acceptance of the Brilliant Banner advertising format by web sites;

     o    Performance   of  the   Brilliant   Banner  versus  other  rich  media
          advertising formats and traditional 2D advertisements; and

     o    Our ability to broadly  disseminate  our Digital  Projector,  which is
          necessary to view our Brilliant Banners.

     OUR FAILURE TO MAINTAIN STRATEGIC  RELATIONSHIPS WITH DISTRIBUTION PARTNERS
COULD  REDUCE THE NUMBER OF DIGITAL  PROJECTORS  WE ARE ABLE TO  DISSEMINATE  TO
CONSUMERS,  WHICH  WOULD  REDUCE  THE  NUMBER OF USERS THAT ARE ABLE TO VIEW OUR
MEDIA CONTENT,  DECREASE THE VALUE OF OUR BRILLIANT  BANNERS TO ADVERTISERS  AND
LIMIT THE NUMBER OF USERS FOR OUR ALTNET  PEER-TO-PEER  BUSINESS.  We distribute
our Digital  Projector  and the software  necessary to create and run our Altnet
peer-to-peer  business  primarily  by bundling it with Sharman  Networks'  KaZaA
Media Desktop.  We rely on computer users' demand for the KaZaA Media Desktop to
increase the installed base of our (1) Digital Projector,  which is necessary to
view  b3d-produced  content  such  as our  Brilliant  Banners,  and  (2)  Altnet
software,  which is  necessary  to  connect  users to our  private  peer-to-peer
network.  Our business,  results of operations and financial


                                       15


<PAGE>


condition  could be  materially  adversely  affected if we do not  maintain  our
distribution  relationship  with Sharman Networks on acceptable terms or if this
relationship  does  not  achieve  the  projected  distribution  of  our  Digital
Projector and Altnet software. Additionally, a disruption in the distribution of
the KaZaA  Media  Desktop or a decrease in demand for the product by users would
necessarily impact the future distribution of our technology.  Sharman Networks,
the KaZaA Media Desktop, and other peer-to-peer software products, are currently
the subject of a lawsuit, Metro-Goldwyn-Mayer Studios, Inc. et. al. v. Grokster,
Ltd. et. al., filed in the United States District Court for the Central District
of  California  (Western  Division)  by  twenty-eight   entertainment  companies
claiming  that,  among  other  things,  the  KaZaA  Media  Desktop  facilitates,
contributes  to and  encourages  copyright  infringement.  On November 18, 2001,
there was an additional  complaint filed, Lieber et. al. v. Consumer Empowerment
B.V. et. al. To the extent that Sharman Networks is precluded from  distributing
the KaZaA Media  Desktop as a result of this  litigation,  it would  prevent the
further  distribution of the Digital Projector and Altnet peer-to-peer  software
with the  KaZaA  product  which  could  have a  material  adverse  affect on our
business and financial condition.

     OUR STOCK  PRICE MAY  DECLINE  SIGNIFICANTLY  IF WE ARE  DELISTED  FROM THE
AMERICAN STOCK  EXCHANGE.  Our common stock  currently is quoted on the American
Stock Exchange.  For continued inclusion on the American Stock Exchange, we must
meet certain  tests,  including  maintaining  a sales price for our common stock
above  $1.00 per  share,  and net  tangible  assets of at least $6  million.  We
currently are not in compliance  with both the bid price and net tangible assets
requirements.  Specifically, we are not in compliance with the following listing
requirements as set forth in the AMEX COMPANY GUIDE:

     o    Section 1003 (a)(i) with shareholders'  equity of less than $2,000,000
          and losses from continuing  operations and/or net losses in two of our
          three most recent fiscal years;
     o    Section 1003 (a)(ii) with shareholders' equity of less than $4,000,000
          and losses from  continuing  operations  and/or net losses in three of
          our four most recent fiscal years;
     o    Section  1003  (a)(iii)  with   shareholders'   equity  of  less  than
          $6,000,000 and losses from continuing  operations and/or net losses in
          our five most recent fiscal years; and
     o    Section  1003  (a)(iv) in that we have  sustained  losses which are so
          substantial  in  relation to our overall  operations  or our  existing
          financial resources, or our financial condition has become so impaired
          that it appears  questionable,  in the opinion of the exchange,  as to
          whether  we will  be  able to  continue  operations  and/or  meet  our
          obligations as they mature.

     We were  afforded the  opportunity  to submit a plan of  compliance  to the
exchange,  which we did on  April  30,  2002.  On June 19,  2002,  the  exchange
notified us that it accepted our plan of compliance and granted us an extension,
the length of which is at the discretion of the exchange,  to regain  compliance
with the continued listing standards.  We are subject to periodic reviews by the
exchange staff during the extension period.


                                       16


<PAGE>


     Failure to make progress  consistent with the plan or to regain  compliance
with the continued  listing  standards by the end of the extension  period could
result in us being  delisted from the American Stock  Exchange.  If this occurs,
trading of our common stock may be conducted on (i) the NASDAQ SmallCap  Market,
if we qualify for listing at that time,  which we currently do not,  (ii) in the
over-the-counter market on the "pink sheets", or (iii) if available,  the NASD's
"Electronic Bulletin Board." In any of those cases, investors could find it more
difficult to buy or sell,  or to obtain  accurate  quotations as to the value of
our common  stock.  The trading price per share of our common stock likely would
be reduced as a result.

     WE MAY NOT BE ABLE TO COMPETE  EFFECTIVELY  WITH OTHER COMPANIES THAT OFFER
SOFTWARE TOOLS AND SERVICES  SIMILAR TO OURS. The markets for our software tools
are highly competitive and characterized by pressure to incorporate new features
and accelerate the release of new and enhanced  products.  A number of companies
currently offer content development  products and services that compete directly
or indirectly  with one or more of our tools sets.  These  competitors  include,
among  others,   Macromedia,   Inc.,  Adobe  Systems,  Inc.  as  well  as  Pulse
Entertainment,  Inc.  and  Viewpoint  Corporation.  As we  compete  with  larger
competitors  such as  Macromedia  across a broader  range of  product  lines and
different platforms, we may face increasing competition from such companies.

     WE MAY BE UNABLE TO SUCCESSFULLY COMPETE WITH MICROSOFT,  REAL NETWORKS AND
OTHER  COMPANIES  IN THE MEDIA  DELIVERY  MARKET.  The market for  software  and
services for the delivery of media over the Internet is constantly  changing and
highly competitive.  Companies such as Microsoft  Corporation and Real Networks,
Inc.  have   substantial   penetration  in  the  media  delivery   market,   and
significantly  greater  resources  than we do. More  companies  are entering the
market for,  and  expending  increasing  resources  to develop,  media  delivery
software and services.  We expect that  competition  will continue to intensify.
Because our b3d content, such as our Brilliant Banners, can only be viewed using
our Digital  Projector,  if we do not achieve a widespread  distribution  of our
media player,  there will not be substantial demand for b3d-produced  content or
our software tools.

     IF WE DO NOT IMPROVE OUR SOFTWARE  TOOLS TO PRODUCE NEW,  MORE  ENHANCED 3D
ANIMATED CONTENT,  OUR REVENUES WILL BE ADVERSELY  AFFECTED.  The software tools
that enable us to create 3D content,  such as our Brilliant  Banners,  have been
developed  over the past five  years.  Additional  refinement  of these tools is
necessary  to  continue  to  enhance  the  b3d  format.  If  we  cannot  develop
improvements  to these  software  tools,  our  Brilliant  Banners  and all other
b3d-produced  content  may not  obtain or  maintain  market  acceptance  and our
revenues will be adversely affected.

     ERRORS OR DEFECTS IN OUR  SOFTWARE  TOOLS AND  PRODUCTS MAY CAUSE A LOSS OF
MARKET  ACCEPTANCE  AND RESULT IN FEWER SALES OF OUR PRODUCTS.  Our products are
complex and may contain undetected errors or defects when first introduced or as
new versions are released.  In the past, we have  discovered  software errors in
some of our new  products and  enhancements  after their  introduction  into the
market. Because our products are complex, we anticipate that software errors and
defects will be present in new products or releases in the future. While to date
these errors have not been  material,  future errors and defects could result in
adverse  product  reviews and a loss of, or delay in,  market  acceptance of our
products.


                                       17


<PAGE>


     TO  DEVELOP  PRODUCTS  THAT  CONSUMERS  DESIRE,  WE MUST  MAKE  SUBSTANTIAL
INVESTMENTS IN RESEARCH AND DEVELOPMENT TO KEEP UP WITH THE RAPID  TECHNOLOGICAL
DEVELOPMENTS  THAT ARE TYPICAL IN OUR INDUSTRY.  The software  market and the PC
industry are subject to rapid  technological  developments.  To develop products
that  consumers  desire,  we must  continually  improve and enhance our existing
products  and  technologies  and  develop new  products  and  technologies  that
incorporate these technological developments.  We cannot be certain that we will
have the financial and technical resources available to make these improvements.
We must make improvements to our technology while remaining competitive in terms
of performance and price.  This will require us to make  investments in research
and  development,  often times well in advance of the widespread  release of the
products in the market and any revenues these products may generate.

     OUR STOCK PRICE AND TRADING VOLUME  FLUCTUATE WIDELY AND MAY CONTINUE TO DO
SO IN THE FUTURE.  AS A RESULT,  WE MAY EXPERIENCE  SIGNIFICANT  DECLINES IN OUR
STOCK PRICE.  The market  price and trading  volume of our common  stock,  which
trades  on  the  American  Stock  Exchange,  has  been  subject  to  substantial
volatility,  which  is  likely  to  continue.  This  volatility  may  result  in
significant  declines in the price of our common  stock.  Factors that may cause
these fluctuations include:

     o    variations in quarterly operating results;
     o    the gain or loss of significant contracts;
     o    changes in management;
     o    announcements  of  technological  innovations or new products by us or
          our competitors;
     o    recommendations by securities industry analysts;
     o    dilution  to  existing  stockholders  resulting  from the  issuance of
          additional  shares of common  stock;  and
     o    short sales and hedging of our common stock.

     Additionally,  the stock market has  experienced  extreme price and trading
volume  fluctuations  that have  affected the market price of securities of many
technology  companies.  These fluctuations have, at times, been unrelated to the
operating  performances of the specific  companies whose stock is affected.  The
market  price  and  trading  volume  of  our  stock  may  be  subject  to  these
fluctuations.

     IF OUR STOCK DOES NOT SUSTAIN A SIGNIFICANT  TRADING  VOLUME,  STOCKHOLDERS
MAY BE UNABLE TO SELL LARGE  POSITIONS  IN OUR COMMON  STOCK.  In the past,  our
common  stock has not  experienced  significant  trading  volume on a consistent
basis and has not been actively  followed by stock market analysts.  The average
trading  volume in our common  stock may not  increase  or sustain  its  current
levels.  As a result,  we cannot be certain that an adequate trading market will
exist to permit stockholders to sell large positions in our common stock.

     FLUCTUATIONS  IN OPERATING  RESULTS MAY RESULT IN UNEXPECTED  REDUCTIONS IN
REVENUE AND STOCK PRICE VOLATILITY. We operate in an industry that is subject to
significant fluctuations in operating results from quarter to quarter, which may
lead to unexpected  reductions in revenues and stock price  volatility.  Factors
that may influence our quarterly operating results include:


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<PAGE>


     o    the introduction or enhancement of software products and technology by
          us and our competitors;
     o    the use by animators of our toolsets to create b3d-produced content;
     o    the market's acceptance of our 3D Brilliant Banner advertising format;
          and
     o    our ability to operate and expand our Altnet peer-to-peer business.

     Additionally,  a majority of the unit sales for a product  typically occurs
in the quarter in which the product is introduced. As a result, our revenues may
increase significantly in a quarter in which a major product introduction occurs
and may decline in following quarters.

     DECREASES  IN THE PRICE OF OUR COMMON STOCK COULD  INCREASE  SHORT SALES OF
OUR COMMON STOCK BY THIRD PARTIES,  WHICH COULD RESULT IN FURTHER  REDUCTIONS IN
THE PRICE OF OUR COMMON  STOCK.  Our sales of common  stock at a discount to the
market price of our common  stock,  which may be  necessary to raise  additional
capital to fund  operations,  could result in  reductions in the market price of
our common  stock.  Downward  pressure  on the price of our common  stock  could
encourage short sales of the stock by third parties.  Material  amounts of short
selling could place further downward  pressure on the market price of the common
stock.  A short  sale is a sale of stock  that is not owned by the  seller.  The
seller  borrows the stock for  delivery at the time of the short sale,  and buys
back the stock when it is necessary to return the borrowed shares.  If the price
of the common stock declines between the time the seller sells the stock and the
time the seller subsequently  repurchases the common stock, then the seller sold
the shares for a higher  price than he  purchased  the shares and may  realize a
profit.

     WE WILL NOT BE ABLE TO GENERATE  SIGNIFICANT  REVENUES FROM OUR  TECHNOLOGY
BUSINESS IF OUR B3D TOOLSET DOES NOT ACHIEVE MARKET ACCEPTANCE.  Our b3d toolset
may have programming errors, may be incompatible with other software or hardware
products in the market,  may face slow adoption in the  marketplace and may face
competition from other  toolmakers.  Other factors that influence our ability to
generate revenues from our b3d toolset include:

     o    our marketing strategies;
     o    the quality of our products and competing products;
     o    critical reviews;
     o    the  availability of alternative  forms of  entertainment  and leisure
          time activities;
     o    our ability to sell advertising and sponsorships for the content;
     o    our ability to increase the installed  base of our Digital  Projector,
          which is necessary to view b3d-produced content;
     o    our b3d  toolset  may  contain  features,  functionality  or  workflow
          conventions that may not be widely accepted by our target audience;
     o    our ability to continue to develop, enhance and deliver the toolset in
          accordance with established milestones; and
     o    the marketplace's reluctance to adopt a new toolset.

     OUR   PROPRIETARY   TECHNOLOGY   MAY  NOT  BE  ADEQUATELY   PROTECTED  FROM
UNAUTHORIZED  USE BY OTHERS,  WHICH  COULD  INCREASE  OUR  LITIGATION  COSTS AND
ADVERSELY  AFFECT OUR SALES.  Our  ability to compete  with other  entertainment
software companies depends in part upon our proprietary technology. Unauthorized
use by others of our  proprietary  technology  could  result in


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<PAGE>


an increase in  competing  products  and a  reduction  in our sales.  We rely on
trademark,  patent,  trade secret and copyright laws to protect our  technology,
and require all  employees  and  third-party  developers  to sign  nondisclosure
agreements.  We cannot be certain,  however, that these precautions will provide
meaningful  protection from  unauthorized use by others.  We do not copy-protect
our software,  so it may be possible for unauthorized  third parties to copy our
products or to reverse  engineer or otherwise obtain and use information that we
regard as proprietary.  Our customers may take inadequate precautions to protect
our  proprietary  information.  If we must  pursue  litigation  in the future to
enforce our  intellectual  property  rights,  to protect our trade secrets or to
determine the validity and scope of the proprietary rights of others, we may not
prevail  and will  likely  make  substantial  expenditures  and divert  valuable
resources.  In addition,  many foreign  countries'  laws may not protect us from
improper use of our proprietary  technologies overseas. We may not have adequate
remedies  if our  proprietary  rights  are  breached  or our trade  secrets  are
disclosed.

     IF OUR PRODUCTS INFRINGE ANY PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE
BROUGHT  AGAINST  US THAT  COULD  REQUIRE  US TO PAY LARGE  LEGAL  EXPENSES  AND
JUDGMENTS AND REDESIGN OR DISCONTINUE  SELLING OUR PRODUCT.  We believe that our
products,  including  our software  tools,  do not  infringe any valid  existing
proprietary rights of third parties. Any infringement claims,  however,  whether
or not  meritorious,  could result in costly  litigation  or require us to enter
into  royalty or licensing  agreements.  If we are found to have  infringed  the
proprietary rights of others, we could be required to pay damages,  redesign the
products or  discontinue  their sale.  Any of these  outcomes,  individually  or
collectively, could have a material adverse effect on our business and financial
condition.

     WE HAVE  ADOPTED A NUMBER OF  ANTI-TAKEOVER  MEASURES  THAT MAY DEPRESS THE
PRICE  OF OUR  COMMON  STOCK.  Our  ability  to issue up to  700,000  shares  of
preferred  stock and some  provisions of our  certificate of  incorporation  and
bylaws and of  Delaware  law could make it more  difficult  for a third party to
make an unsolicited  takeover  attempt of us. These  anti-takeover  measures may
depress  the price of our  common  stock by making  third  parties  less able to
acquire  us by  offering  to  purchase  shares of our stock at a premium  to its
market price. Our Board of Directors can issue up to 700,000 shares of preferred
stock and determine the price, rights, preferences, privileges and restrictions,
including  voting rights,  of those shares without any further vote or action by
our  stockholders.  Our Board of Directors  could issue the preferred stock with
voting,  liquidation,  dividend and other  rights  superior to the rights of our
common stock.  The rights of holders of our common stock will be subject to, and
may be adversely affected by, the rights of holders of the share purchase rights
and of any  preferred  stock that may be issued in the future.  The  issuance of
preferred  stock,  while  providing  desirable  flexibility  in connection  with
possible acquisitions and other corporate purposes, could make it more difficult
for a third party to acquire a majority of our outstanding voting stock.


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<PAGE>


                                     PART II

                                OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - The following exhibits are filed as part of this report:

     3.1  Amended and Restated  Certificate of  Incorporation of the Registrant,
          as  amended  by  that  certain   Amendment  to  Amended  and  Restated
          Certificate of Incorporation of the Registrant.*
     10.1 Form of Warrant to Purchase  Common Stock from March 7, 2002 and March
          20, 2002 financings.*
     10.2 Form  of  Warrant  to  Purchase   Common  Stock  from  April  2,  2002
          financing.*
     10.3 Form  of  Warrant  to  Purchase  Common  Stock  from  April  23,  2002
          financing.*
     10.4 Warrant to Purchase  Common Stock,  dated February 1, 2002,  issued in
          favor of VoxPop, LLC.*
     10.5 Form of Warrant to Purchase Common Stock,  dated April 5, 2002, issued
          in favor of The Rose Group.*
     10.6 Warrant to Purchase  Common  Stock,  dated April 15,  2002,  issued in
          favor of Business Development Experts, Inc.*
     10.7 Warrant to Purchase  Common  Stock,  dated April 15,  2002,  issued in
          favor of mPRm Public Relations.*
     10.8 Warrant to Purchase  Common  Stock,  dated April 22,  2002,  issued in
          favor of KaZaA, B.V.*
     99.1 Certificate of our Chief Executive Officer and Chief Financial Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     *  Previously reported on Form 10-QSB.

(b)  Reports on Form 8-K:

     The Company filed a Current Report on Form 8-K on April 22, 2002, reporting
     termination of the Company's Rights Agreement.


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<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   BRILLIANT DIGITAL ENTERTAINMENT, INC.


Date: February 28, 2003              /S/ ROBERT CHMIEL
                                   ---------------------------------------------
                                   By:    Robert Chmiel
                                   Its:   Chief Operating Officer and Chief
                                          Financial Officer (Principal Financial
                                          and Accounting Officer)


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<PAGE>


                        Certification of CEO Pursuant to
                 Securities Exchange Act Rules 13a-14 and 15d-14
                             as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin Bermeister, certify that:

         1. I have reviewed this quarterly  report on Form 10-QSB/A of Brilliant
Digital Entertainment, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:    February 28, 2003

                                         /S/ KEVIN BERMEISTER
                                         -----------------------
                                         Kevin Bermeister
                                         Chief Executive Officer


                                       23


<PAGE>


                        Certification of CFO Pursuant to
                 Securities Exchange Act Rules 13a-14 and 15d-14
                             as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert Chmiel, certify that:

         1. I have reviewed this quarterly  report on Form 10-QSB/A of Brilliant
Digital Entertainment, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:    February 28, 2003

                                         /S/ ROBERT CHMIEL
                                         -----------------------
                                         Robert Chmiel
                                         Chief Financial Officer


                                       24