UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549


                                FORM 10-QSB/A
                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934.


For  the  quarter ended    March 31, 2002      Commission file number    000-
25415




                  Twin Faces East Entertainment Corporation
           (Exact name of registrant as specified in its charter)



Nevada                                                           22-3374562
(State or other jurisdiction of                             (I.R.S. Employer
incorporation  or  organization)                         Identification No.)

94 Arthur Hills Court
Henderson, Nevada                                                     89074
(Address of principal executive offices)                         (Zip Code)


                               (702) 617-8832
             Registrant's telephone number, including area code


     Indicate by check mark whether the registrant (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

                             Yes   X     No_____


     As  of  March  31,  2002, there were 8,527,348 shares  of  common  stock
outstanding.

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                               March 31, 2002

INDEX

PART I - FINANCIAL INFORMATION                              Page No.

     Item 1.   Financial Statements

               Balance Sheet as of March 31, 2002                3

               Statement of Stockholders' Equity
               for the three months ending March 31, 2002        4

               Statement of Cash Flow for the three months       5
               ending March 31, 2002 and March 31, 2001

               Footnotes to Unaudited Financial Statements       6

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation      7-10


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                 10

     Item 2.   Changes in Securities                             10

     Item 3.   Defaults by the Company upon its
               Senior Securities                                 10

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                  10

     Item 5.   Other Information                                 10

     Item 6.   Exhibits and Reports of Form 8-K                  10-11

     SIGNATURES                                                            12

<PAGE>

<TABLE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                                BALANCE SHEET
                               MARCH 31, 2002

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASSETS
                                            March 31,     December  31,
                                               2002            2001
                                           (Unaudited)      (Audited)
<S>                                        <C>          <C>
Current Assets
  Regular Checking Accounts                 $       266  $            390
Other receivables                                   100                 0
Pangaea Educational Investment                    1,500                 0
Total Current Assets                              1,866               390

Property and Equipment
  Equipment                                         477               201
Total Property and Equipment                        477               201

Other Assets                                    200,030           181,500
Total Assets                                $   232,068  $        182,091
LIABILITIES AND CAPITAL
Current Liabilities
  Accrued Salary                              $     341,141             $
                                                                  341,141
  Accrued Expenses                                  247,730       125,090
  Short-term  note payable                                0        73,000
     Stockholders'    Loans   (un-reimbursed        423,304       416,894
expenses)
Total Current Liabilities                        $1,012,175       956,125

Note Payable                                         40,900       260,900
Contracts Payable                                    73,000             0
Other Long Term Liabilities                         220,000             0
Total Long Term Liabilities                        $333,900       260,900
Total Liabilities                                 1,346,075     1,217,025

Capital
  Preferred Stock                                     1,500         1,500
  Common Stock                                        8,194         7,644
  Paid-in Capital                                 1,116,601     1,062,151
(Deficit)   accumulated  during  development    (2,240,302)   (2,106,229)
stage
Total Capital                                   (1,114,007)   (1,034,934)

Total Liabilities and Capital                 $     232,068  $    192,091

</TABLE>

                See  notes to unaudited financial statements.

<PAGE>

<TABLE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                              INCOME STATEMENT
        FOR THE THREE MONTHS ENDING MARCH 31, 2002 AND MARCH 31, 2001

                                                         December 5, 1997
                                                          (inception) to
                                 March 31,   March 31,    March 31, 2002
                                   2002        2001
<S>                             <C>        <C>           <C>
Revenues
  Finance Charge Income          $        0 $         2  $            878
Total Revenues                            0           2               878

Cost of Sales                             0           0                 0
Total Cost of Sales                       0           0                 0

Gross Profit                              0           2               878

Expenses
Total Expenses                      134,074      14,469         2,241,180

Net Income (Loss)                $(134,074) $  (14,467)  $    (2,240,302)

</TABLE>

                See notes to unaudited financial statements.

<PAGE>

<TABLE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                           STATEMENT OF CASH FLOW
        FOR THE THREE MONTHS ENDING MARCH 31, 2002 AND MARCH 31, 2001

                                                             December 5,
                                                                1997
                                                             (inception)
                                     March 31,  March 31,   to March 31,
                                        2002       2001         2002
<S>                                 <C>         <C>        <C>
Cash     Flows    from    operating
activities
  Net Income (Loss)                  $(134,074)  $(14,457)  $ (2,240,302)
  Depreciation expense                        0          0            901
  Shares issued for services                  0          0        475,407
Adjustments to reconcile net income
to net cash
 provided by operating activities
   Other receivables                      (100)          0          (100)
   Loans Payable                          6,409          0          6,409
   Accrued Expenses                     122,641          0        247,731
   Accrued salaries and benefits              0          0        816,141
   Stockholders' advances                     0     14,439              0

Total Adjustments                       128,950     14,439      1,546,489

Net Cash provided by Operations         (5,124)       (28)      (693,814)

Cash     Flows    from    investing                               152,798
activities
Other Non-current Asset                (50,000)          0       (50,000)

  Net cash used in investing           (50,000)          0        102,798

Cash     Flows    from    financing
activities
  Stock holders advances'                     0          0        416,894
  Common Stock                              550          0        119,938
  Paid-in capital                        54,450          0         54,450

Net cash used in financing               55,000          0        591,282

Net increase (decrease) in cash           (124)       (28)            266
   Cash  Balance  at  Beginning  of         390        315              0
Period
  Cash Balance at End of Period      $      266  $     287  $         266

</TABLE>

                See notes to unaudited financial statements.

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                   NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

     The  accompanying unaudited condensed financial statements at March  31,
     2002 have been prepared in accordance with generally accepted accounting
     principles  for interim financial information and with the  instructions
     to  Form  10-QSB  and reflect all adjustments which, in the  opinion  of
     management, are necessary for a fair presentation of financial positions
     as  of  March 31, 2002 and results of operations and cash flows for  the
     three months ended March 31, 2002.  All such adjustments are of a normal
     recurring nature.  The results of operations for the interim period  are
     not necessarily indicative of the results expected for a full year.  The
     statements  should be read in conjunction with the financial  statements
     and footnotes thereto included in the Company's Form 10-KSB for the year
     ended December 31, 2001.

Note 2 - Contingencies

     Going Concern:
     The  accompanying  financial statements at  March  31,  2002  have  been
     prepared on a going concern basis, which contemplated the realization of
     assets  and  the  satisfaction of liabilities in the  normal  course  of
     business.   The Company has suffered losses from operations  during  its
     operating  history.  The ability of the Company to continue as  a  going
     concern  is  dependent  upon  obtaining  future  profitable  operations.
     Management  is in the process of acquiring and developing  products  for
     sale  which  would  generate revenue to sustain the  operations  of  the
     Company.   The  financial  statements do  not  include  any  adjustments
     relating to the recoverability and classification of recorded assets and
     classification of liabilities that might be necessary should the Company
     be unable to continue as a going concern.

Note 3 - Capital Stock Transactions

     In  February  of  2002, Twin Faces and Magellan Concepts  International,
     Inc.  ("MCI")  entered into and Investment Agreement.  Pursuant  to  the
     terms  of  the Investment Agreement Michael Thomas Stewart, an Agent  of
     MCI was issued five hundred thousand (500,000) shares of common stock on
     March  1, 2002.  The stock carries a SEC Rule 144 restrictive legend  on
     the certificate and is subject to all Rule 144 restrictions.

     On  March  1,  2002, Twin Faces issued Robert Allan a one  time  signing
     bonus  of fifty thousand (50,000) shares of restricted common stock  for
     services  rendered as a consultant.  The stock carries a  SEC  Rule  144
     restrictive  legend on the certificate and is subject to  all  Rule  144
     restrictions.

<PAGE>

Item 2.   Management's  Discussion  and Analysis of Financial  Condition  and
          Results of Operations.

     This  report  contains forward-looking statements.  Actual  results  and
events  could  differ  materially  from  those  projected,  anticipated,   or
implicit,  in the forward-looking statements as a result of the risk  factors
set forth below and elsewhere in this report.

     With  the exception of historical matters, the matters discussed  herein
are forward-looking statements that involve risks and uncertainties.  Forward-
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.   Our  actual results could differ materially  from  the  results
discussed  in  such forward-looking statements primarily  as  the  result  of
insufficient  cash to pursue production and marketing efforts. The  following
discussion  of  our financial condition and results of operations  should  be
read  in  conjunction  with our financial statements and  the  related  notes
thereto appearing elsewhere herein.

Overview

     Twin Faces East Entertainment Corporation ("the Company or Twin Faces"),
a  Development Stage Company, was incorporated on December 5, 1997 under  the
laws  of the State of Delaware and reincorporated under the laws of the State
of  Nevada on June 17, 1998.  The Company's articles of incorporation provide
that the Company is authorized to issue 20,000,000 shares of common stock  at
a  par value of $0.001 per share and 5,000,000 shares of preferred stock at a
par  value  of $0.001 per share. In October of 2001 Twin Faces,  through  its
wholly  owned  subsidiary, Pangaea Education Systems, Inc. ("PES"),  acquired
the  assets  of  Pangaea Education Systems, LLC ("Pangaea"), a Florida  based
limited  liability company. PES, a Nevada corporation was formed  in  October
2001  by Twin Faces for the purposes of acquiring Pangaea. Twin Faces  issued
1,500,000 shares of its convertible preferred stock in exchange for Pangaea's
assets.

     Twin  Faces is a development stage company, has minimal revenues to date
and  has raised capital for initial development through the issuance  of  its
securities.

     Pangaea  is  a multidimensional education company based in Florida,  and
has developed a blended learning system to provide educational instruction to
the  learner via both "distance learning" interactive Internet sites as  well
as direct seminar training.

     Pangaea  recently  announced  a  total  compliance  solution,  including
required training and certification for health care industry compliance  with
the   U.S.  Government  mandated  HIPAA  (Health  Insurance  Portability  and
Accountability Act of 1996).  Pangaea's HIPAA Education and Training Products
have  now developed a HIPAA Compliance Certificate Program with Florida Coast
Univiersity (FGCU).  FGCU's Center for Leadership and Innovation will also be
partnering  with  Pangaea  to  provide efficient and  cost-effective  blended
learning system to train MCPO's T (Medical Chief Privacy Officer) and dCPO'sT
(Dental  Chief  Privacy  Officer)  as  well  as  every  level  of  healthcare
professional and staff.

<PAGE>

Plan of Operation

     During the next 12 months the Company plans to focus its efforts on  its
development  of  four primary properties including "Rabbit",  "Town  Arrested
Santa",  and the "Einstein" property.  We are also working on the  production
of  a new feature film, "A Real Man", written by Johnnie King; however actual
production  will  not commence until the Company has sufficient  capital  for
production  and  marketing.  Additionally, our  recently  formed  subsidiary,
Pangaea  is  proceeding  with various seminar and  training  programs  in  an
attempt to develop a revenue source.

     Our  plan  of operation has been stalled by our lack of cash. Under  our
current  plan of operation we will be required to generate at least  $800,000
(minimal  cash requirement) to continue in operation for the next 12  months.
As  a  result  of our recent acquisition of the assets of Pangaea,  our  cash
requirements  have  increased by $750,000; however our  ability  to  commence
generating revenues has increased. In the event we are unable to generate the
minimal  amount  of cash, then we may be forced to spin off or  separate  out
Pangaea  under  the terms of our agreement with the sellers  of  the  Pangaea
assets.

     We  do  not  anticipate performing any significant product research  and
development  under  our plan of operation. In lieu of  product  research  and
development we anticipate the development of additional training programs for
our Pangaea subsidiary.

     We  do  not  anticipate the purchase or sale of any plant or significant
equipment, as such items are not required by us at this time or in  the  next
12 months.

     As  of  December 31, 2001, the Company had only three employees of which
none  received  any  compensation.  We are dependent upon Michael  Smolanoff,
President of the Company, Stan Teeple, VP and Secretary/Treasurer, and Johnny
King, Director of Film Development.  None of the employees work full time for
the  Company but devote whatever time is necessary for them to assist in  the
operations  of the Company.  Therefore, the Company will need  to  hire  full
time operational staff as its operations commence.

     As  of  December 31, 2001, Pangaea had only 1 (accrued salary) employee.
Dr. Suzanne H. Miller, President, spends the majority of her full time effort
to the operation of Pangaea.

Liquidity and Capital Resources

     A  critical  component  of  our operating plan impacting  our  continued
existence  is  the  ability to obtain additional capital  through  additional
equity  and/or debt financing.  We do not anticipate enough positive internal
operating  cash flow until such time as we can generate substantial  revenues
from  fees earned as a result of our documentary films of Dr. Albert Einstein
and feature film and television scripts, which may take the next few years to
fully realize.  In the event we cannot obtain the necessary capital to pursue
our  strategic  plan,  we  may  have to cease or  significantly  curtail  our
operations.  This would materially impact our ability to continue operations.

     Our near term cash requirements are anticipated to be offset through the
receipt  of funds from private placement offerings and loans obtained through

<PAGE>

private  sources.   Since inception, we have financed cash flow  requirements
through  debt  financing and issuance of common stock for cash and  services.
As  we  expand  operational  activities, we may continue  to  experience  net
negative  cash  flows  from  operations,  pending  receipt  of  servicing  or
licensing fees, and will be required to obtain additional financing  to  fund
operations  through common stock offerings and bank borrowings to the  extent
necessary to provide working capital.

     Over  the  next  twelve  months we believe  that  existing  capital  and
anticipated  funds  from  operations  will  not  be  sufficient  to   sustain
operations and planned expansion.  Consequently, we will be required to  seek
additional  capital  in  the  future to fund  growth  and  expansion  through
additional  equity or debt financing or credit facilities.  No assurance  can
be  made that such financing would be available, and if available it may take
either the form of debt or equity.  In either case, the financing could  have
a negative impact on our financial condition and our Stockholders.

     We  anticipate  incurring operating losses over the next twelve  months.
Our  lack of operating history makes predictions of future operating  results
difficult  to  ascertain.  Our prospects must be considered in light  of  the
risks, expenses and difficulties frequently encountered by companies in their
early  stage  of  development,  particularly companies  in  new  and  rapidly
evolving  markets such as technology related companies.  Such risks  include,
but  are not limited to, an evolving and unpredictable business model and the
management  of  growth.  To address these risks we must, among other  things,
obtain  a customer base, implement and successfully execute our business  and
marketing  strategy, continue to develop and upgrade technology and products,
provide superior extraction results, respond to competitive developments, and
attract,  retain and motivate qualified personnel.  There can be no assurance
that we will be successful in addressing such risks, and the failure to do so
can  have  a  material  adverse effect on our business  prospects,  financial
condition and results of operations.

     As of March 31, 2002, the Company had assets of $232,068, and $1,346,075
of liabilities. Resulting in a stockholders deficit of ($1,114,007).

Forward-Looking Statements and Associated Risks

We  are  a  development  stage company organized in December  1997  and  have
minimal  operating  history,  which  makes  an  evaluation  of  us  extremely
difficult. At this stage of our business operations, even with our good faith
efforts,  potential  investors  have  a  high  probability  of  losing  their
investment.

      We  were  incorporated  in December 1997 in Delaware  and  changed  our
domicile  to  a  Nevada corporation in June 1998. As a result of  our  recent
start  up  we  have yet to generate revenues from operations  and  have  been
focused  on  organizational,  start-up,  market  analysis  and  fund  raising
activities  since we incorporated. Although we have product to  market  as  a
result  of our products and recent agreement with Pangaea , there is  nothing
at this time on which to base an assumption that our business operations will
prove  to  be  successful or that we will ever be able to operate profitably.
Our  future  operating  results will depend on many  factors,  including  our
ability to raise adequate working capital, demand for our products, the level
of our competition and our ability to attract and maintain key management and
employees.

<PAGE>

     While  Management  believes its estimates of projected  occurrences  and
events  are  within  the  timetable of its business plan,  there  can  be  no
guarantees or assurances that the results anticipated will occur.


Our auditor's report reflects the fact that without realization of additional
capital,  it would be unlikely for us to continue as a going concern.  If  we
are unable to continue as a going concern, it is likely that we will continue
in business.

     As  a  result of our deficiency in working capital at December 31,  2001
and  other  factors, our auditors have included a paragraph in  their  report
regarding substantial doubt about our ability to continue as a going concern.
Our plans in this regard are to seek additional funding through this offering
and future equity private placements or debt facilities.

PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.

     None.

Item 2.       Changes in Securities.

      In  February  of 2002, Twin Faces and Magellan Concepts  International,
Inc. ("MCI") entered into and Investment Agreement.  Pursuant to the terms of
the  Investment  Agreement Michael Thomas Stewart, an  employee  of  MCI  was
issued  five  hundred thousand (500,000) shares of common stock on  March  1,
2002.  The stock carries a SEC Rule 144 restrictive legend on the certificate
and is subject to all Rule 144 restrictions.

      On  March  1,  2002, Twin Faces issued Robert Allan a one time  signing
bonus  of  fifty  thousand  (50,000) shares of restricted  common  stock  for
services  rendered  as  a  consultant.  The stock  carries  a  SEC  Rule  144
restrictive  legend  on  the  certificate and is  subject  to  all  Rule  144
restrictions.

Item 3.       Defaults by the Company upon its Senior Securities.

     None.

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

     None.

Item 5.       Other Information.

     None.

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

<PAGE>

     (a.) Exhibits

     10(b)*    Investment Agreement between Twin Faces East Entertainment
               Corp. and Magellan Concepts International, Inc.
     99*       (a)  Press Release-Dated April 1, 2002, 2002
               (b)  Press Release-Dated April 4, 2002
_____
*    Filed in form 10-KSB on May 14, 2002

     (b.) Reports on Form 8-K
          1.   8-K Report filed on April 30, 2002, Change of Accountants to
               G. Brad Beckstead, CPA.

<PAGE>

                                 SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly caused this report to be signed on its  behalf  by  the
undersigned, thereunto duly authorized.


TWIN FACES EAST ENTERTAINMENT CORPORATION
(Registrant)



By:/S/MICHAEL SMOLANOFF
  Michael Smolanoff
  CEO/President/Director



Date: May 14, 2002