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


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


For the quarter ended    June 30, 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  June  30,  2002,  there were 8,527,348 shares  of  common  stock
outstanding.

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                   Page No.

     Item 1.   Financial Statements

               Balance Sheet as of June 30, 2002                      3

               Statement of Operation for the three months
               six months ending June 30, 2002 and June 30, 2001      4

               Statement of Cash Flow for the six months              5
               ending June 30, 2002

               Notes to the Unaudited Financial Statement             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

     SIGNATURES                                                       11

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                                BALANCE SHEET

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

<TABLE>

ASSETS
                                                            June 30,
                                                              2002
                                                          (Unaudited)
 Current Assets
<S>                                                    <C>
   Regular Checking Accounts                            $            2,858
 Pangaea Educational Investment                                      1,500
 Total Current Assets                                                4,358

 Property and Equipment
   Equipment                                                           202
 Total Property and Equipment                                          202

 Other Assets                                                      230,000
                                                        $          234,560
LIABILITIES AND STOCKHOLDERS (DEFICIT)
 Current Liabilities
   Accrued Salary                                       $          622,502
   Accrued Expenses                                                380,169
   Short-term  note payable                                              0
   Stockholders' Loans (un-reimbursed expenses)                    458,749
 Total Current Liabilities                                      $1,461,420

   Note Payable                                                     40,900
   Contracts Payable                                                53,000
   Other Long Term Liabilities                                     445,000
                                                                  $538,900
                                                                 2,000,320

 Stockholders (Deficit)
   Preferred Stock                                                   1,500
   Common Stock                                                      8,194
   Paid-in Capital                                               1,116,601
   (Deficit) accumulated during development stage              (2,892,056)
 Total Stockholder (Deficit)                                   (1,765,760)

                                                        $          234,560

</TABLE>

(The accompanying Notes are an integral part of these financial statements).

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                           STATEMENT OF OPERATIONS
                                 (UNAUDITED)
     FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2002 AND JUNE 30, 2001

<TABLE>

                  Three Months Ended      Six Months Ended     December 5,
                                                                  1997
                                                               (inception)
                  June 30,   June 30,    June 30,   June 30,   to June 30,
                    2002       2001        2002       2001         2002

<S>              <C>        <C>         <C>         <C>        <C>
 Revenue          $      970 $       1   $     970   $      3   $       970

 Expenses:
    General  and
 Administrative      379,585    24,982     429,043     39,449     1,104,864
         Officer
 Salaries            121,250         0     121,250          0     1,028,434
    Professional
 Services            151,888         0     236,504          0       759,728
                     652,723    24,982     786,797     39,449     2,893,026

 Net (loss)       $(651,753) $(24,981)  $(785,828)  $(39,446)  $(2,892,056)

</TABLE>



(The accompanying Notes are an integral part of these financial statements).

<PAGE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                           STATEMENT OF CASH FLOW
                                 (UNAUDITED)
          FOR THE SIX MONTHS ENDING JUNE 30, 2002 AND JUNE 30, 2001

<TABLE>
                                      Six Months Ended       December 5,
                                                                1997
                                    June 30,    June 30,   (inception) to
                                      2002        2001      June 30, 2002
 Cash    Flows   from    operating
 activities
<S>                               <C>          <C>        <C>
  Net (loss)                       $(785,828)   $(39,446) $   (2,892,056)
   Depreciation expense                      0           0             901
    Shares issued for salaries and
 benefits                                    0           0         475,407
   Shares issued for services                0           0         475,398
 Adjustments   to  reconcile   net
 (loss)   to  net  cash  used   by
 operating activities                        0           0               0
    Accrued Expenses                   255,079           0         380,169
    Accrued salaries and benefits      281,361           0        6,22,502

 Net Cash used by Operations         (249,388)    (39,446)       (937,679)

 Cash    Flows   from    investing
 activities
   Investing in Subsidiaries          (48,500)           0       (230,000)
   Short-term Note Payable            (73,000)           0               0
   Notes Payable                     (220,000)           0        (40,900)
   Contracts Payable                    53,000           0          53,000
   Other long-term liabilities         445,000           0         445,000

    Net cash provided by investing
 activities                            156,500           0         308,900

 Cash    Flows   from    financing
 activities
   Stock holders advances'              41,856      39,207         458,749
   Common Stock                            550           0             684
   Paid-in capital                      54,450           0         173,704

 Net    cash   provided   by    in      96,856      39,207         633,137
 financing
                                         3,968       (239)           4,358
 Net increase (decrease) in cash
    Cash  Balance at Beginning  of
 Period                                    390         315               0
   Cash Balance at End of Period    $    4,358  $       76 $         4,358

</TABLE>



(The accompanying Notes are an integral part of these financial statements).

<PAGE>


                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                   NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

 The  accompanying unaudited condensed financial statements at June 30,  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  June  30,  2002 and results of operations and cash flows for  the  three
 months  ended June 30, 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 - Going Concern

 The  accompanying financial statements at June 30, 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 an 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 144 restricted Preferred stock in exchange  for  100%
of Pangaea's outstanding common stock.

     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 June 30, 2002, the Company had only three employees of which none
received any compensation but did accrue salaries during the quarter.  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 June 30, 2002, Pangaea had only 2 (accrued salary) employees.  Dr.
Suzanne H. Miller, President, spends the majority of her full time effort  on
the operation of Pangaea and R. Allen full time in sales development.

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
private  sources.   Since inception, we have financed cash flow  requirements

<PAGE>

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 June 30, 2002, the Company had assets of $234,560, and $2,000,320
of liabilities. Resulting in a stockholders deficit of ($1,765,760).

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.

     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.

<PAGE>

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  unlikely  that  we  will
continue in business.

     As  a  result of our deficiency in working capital at June 30, 2002  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.

     None

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.

     8-K filed April 30, 2002 - Change of Auditor
     Ex-99 - Certification by the President and Chief Accounting Officer

<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: August 13, 2002