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  September 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  November  1, 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 September 30, 2002                      3

               Statement of Operation for the three months
               nine months ending September 30, 2002 and
               September 30, 2001                                          4

               Statement of Cash Flow for the nine months                  5
               ending September 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

     CERTIFICATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER               12

<PAGE>
<TABLE>

                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                         CONSOLIDATED BALANCE SHEET
                             SEPTEMBER 30, 2002

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

ASSETS
                                                      September   September
                                                      30, 2002     30 2001
<S>                                                  <C>          <C>
Current Assets
  Regular Checking Accounts                          $     3,062  $       52
Pangaea Educational Investment                             1,500           0
                                                     -----------  ----------
Total Current Assets                                       4,562          52
                                                     -----------  ----------
Property and Equipment
  Equipment                                                  202         477
                                                     -----------  ----------
Total Property and Equipment                                 202         477
                                                     -----------  ----------
Other Assets                                             230,000           0
                                                     -----------  ----------
                                                     $   234,764  $      529
                                                     ===========  ==========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS (DEFICIT)
<S>                                                 <C>           <C>
Current Liabilities
  Accrued Salary                                    $   803,352   $  586,115
  Accrued Expenses                                      636,309       91,784
  Stockholders' Loans (un-reimbursed expenses)          458,749      421,856
                                                    -----------   ----------
Total Current Liabilities                             1,898,410    1,099,755
                                                    -----------   ----------
  Note Payable                                           40,900       40,900
  Contracts Payable                                      53,000            0
  Other Long Term Liabilities                           445,000            0
                                                    -----------   ----------
                                                        538,900       40,900
                                                    -----------   ----------
Total Liabilities                                     2,437,310    1,140,655
                                                    -----------   ----------
Stockholders (Deficit)
  Preferred Stock                                         1,500            0
  Common Stock                                            8,527        5,627
  Paid-in Capital                                     1,116,601      619,075
  (Deficit) accumulated during development stage    (3,329,174)  (1,764,828)
                                                    -----------   ----------
Total Stockholder (Deficit)                         (2,202,546)  (1,140,126)
                                                    -----------   ----------
                                                    $   234,764  $       529
                                                    ===========  ===========
</TABLE>
(The accompanying Notes are an integral part of these financial statements).
<PAGE>
<TABLE>

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

                    Three Months Ended     Nine Months Ended    December 5,
                                                                    1997
                                                                (inception)
                                                                     to
                                                                 September
                                                                  30, 2002
                   September  September   September   September
                      30,        30,        30,         30,
                      2002      2001         2002       2001
<S>               <C>         <C>        <C>          <C>        <C>
Revenue            $    3,675  $      0   $     4,645  $      3   $    4,645
                    ---------  --------   -----------  --------  -----------
Expenses
  Advertising           6,078         0         6,081         0        6,081
  General and
Administrative         73,591        24       502,634    39,473    1,178,455
  Officer
salaries              229,825         0       351,075         0    1,258,259
  Professional
Services               80,320         0       316,824         0      840,048
                    ---------  --------   -----------  --------  -----------
  Total Expenses      389,814        24     1,176,614    39,473    3,282,843
                    ---------  --------   -----------  --------  -----------
Other income
(expenses):
  Interest           (50,978)         0      (50,978)         0     (50,978)
                    ---------  --------   -----------  --------  -----------
Net (loss)         $(437,117)  $   (24)  $(1,222,947) $(39,470) $(3,329,176)
                    =========  ========   ===========  ========  ===========
</TABLE>
(The accompanying Notes are an integral part of these financial statements).
<PAGE>
<TABLE>
                  TWIN FACES EAST ENTERTAINMENT CORPORATION
                        (a development stage company)
                           STATEMENT OF CASH FLOW
                                 (UNAUDITED)
    FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001

                                          Nine Months Ended     December 5,
                                                                    1997
                                                                (inception)
                                                                to September
                                                                  30, 2002

                                        September    September
                                           30,          30,
                                           2002         2001
<S>                                    <C>           <C>        <C>
 Cash Flows from operating activities
   Net (loss)                          $(1,222,947)   $(39,470)  $(3,329,176)
   Depreciation expense                           0           0          900
   Adjustments to reconcile net (loss)
 to   net   cash  used  by   operating
 activities
    Increase  in accrued salaries  and
 benefits                                   462,211           0      803,352
   Increase in other accrued expenses       511,219           0      636,309
                                       ------------   --------- ------------
 Net    Cash    used   by    Operating    (249,517)    (39,470)  (1,890,415)
 Activities
                                       ------------   --------- ------------
 Cash  Flows from investing activities
 used for
   Purchase of Equipment                          0           0      (1,102)
    Acquisition  of other  non-current
 assets                                    (50,000)           0    (230,000)
   Notes Payable                                  0           0     (40,900)
   Contracts Payable                       (20,000)           0       53,000
   Other long-term liabilities              225,000           0      445,000
                                       ------------   --------- ------------
    Net  cash  provided  by  investing
 activities                                 155,000           0      307,798
                                       ------------   --------- ------------
 Cash Flows from financing activities
   Stock holders advances'                   41,856      39,207      458,749
   Issuance of Preferred Stock                1,500           0        1,500
   Issuance of Common Stock                  55,333           0    1,126,930
                                       ------------   --------- ------------
 Net cash provided by in financing           98,689      39,207    1,587,179
                                       ------------   --------- ------------
 Net increase (decrease) in cash              4,172       (263)        4,562
     Cash  Balance  at  Beginning   of          390           0            0
 Period
                                       ------------   --------- ------------
   Cash Balance at End of Period       $      4,562   $   (263) $      4,562
                                       ============   ========= ============
 Supplemental disclosures:
   Interest Paid                       $          0   $       0 $          0
                                       ============   ========= ============
   Income Taxes Paid                   $          0   $       0 $          0
                                       ============   ========= ============
</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  September
     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 September 30, 2002 and results of  operations
     and  cash flows for the three months ended September 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 September 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 - Subsequent Event
     On  October  28, 2002, Twin Faces executed a Dissolution Agreement  with
     Pangaea  Education  Systems,  LLC,  whereas  Twin  Faces  exercised  the
     provision of Section 5 of the Asset Acquisition Agreement dated  October
     24,  2001  to  unwind  the  transaction and spin-off  Pangaea  Education
     Systems back to the LLC.

     In  consideration for the cancellation of the agreement 1,500,000 shares
     of  preferred stock of Twin Faces were returned back to Company and  Dr.
     Suzanne Miller's employment agreement with Twin Faces was canceled.  The
     LLC acquired the entire balance sheet, assets and liabilities of Pangaea
     Education Systems.

<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.

     On   October  20,  2002  Twin  Faces  entered  into  an  agreement  (the
"Dissolution  Agreement")  wherein Twin Faces  agreed  to  unwind  its  prior
agreement  with Pangaea Education Systems, LLC ("Pangaea").  Under the  terms
of the agreement Pangaea returned 1,500,000 shares of preferred stock of Twin
Faces.   Twin  Faces  returned its 100% interest in Pangaea  in  addition  to
relieving  Pangaea of its $125,000 inter-company obligation  to  Twin  Faces.
Further  the  employment  agreement between Twin Faces  and  Dr.  Miller  was
mutually canceled.

     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.

Plan of Operation

     During the next 12 months the Company plans to focus its efforts on  its
development  of  three primary properties including "Rabbit", "Town  Arrested
Santa",  and the "Einstein" property.  We are also working on the  production
of  the  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.

     Our  plan  of operation has been stalled by our lack of cash. Under  our
current  plan of operation we will be required to generate funds to  continue
in operation for the next 12 months.

<PAGE>

     We  do  not  anticipate performing any significant product research  and
development under our plan of operation.

     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 September 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, if and when operations commence.

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
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  products,  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.

<PAGE>

     As  of  September  30,  2002, the Company had assets  of  $234,764,  and
$2,437,310   of   liabilities.  Resulting  in  a  stockholders   deficit   of
($2,202,546).

Subsequent Event

     On   October  20,  2002  Twin  Faces  entered  into  an  agreement  (the
"Dissolution  Agreement")  wherein Twin Faces  agreed  to  unwind  its  prior
agreement  with Pangaea Education Systems, LLC ("Pangaea").  Under the  terms
of the agreement Pangaea returned 1,500,000 shares of preferred stock of Twin
Faces.   Twin  Faces  returned its 100% interest in Pangaea  in  addition  to
relieving  Pangaea of its $125,000 inter-company obligation  to  Twin  Faces.
Further  the  employment  agreement between Twin Faces  and  Dr.  Miller  was
mutually canceled.

Attestation of Chief Executive Officer and Chief Financial Officer as to
our internal controls

     Our  Chief  Executive Officer and Chief Accounting Officer has evaluated
the  effectiveness of our internal controls and has found that based on these
evaluations  and  the  current status of the Company's  operations  that  our
internal  controls  are adequate at this time. Further, there  have  been  no
significant changes in our internal controls or in other factors  that  could
significantly  affect  internal controls subsequent  to  the  date  of  their
evaluations.

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  start  up
nature 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.  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.

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 September 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.

<PAGE>

PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.
     None.

Item 2.       Changes in Securities.
      On  October  20,  2002  Twin  Faces  entered  into  an  agreement  (the
"Dissolution  Agreement")  wherein Twin Faces  agreed  to  unwind  its  prior
agreement  with Pangaea Education Systems, LLC ("Pangaea").  Under the  terms
of the agreement Pangaea returned 1,500,000 shares of preferred stock of Twin
Faces.

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.
     Ex-10.1 - Asset Acquisition Agreement
     Ex-10.2 - Dissolution Agreement

<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: November 13, 2002

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Twin Faces East Entertainment
Corporation  (the  "Company") on Form 10-QSB for the period ending  September
30,  2002, as filed with the Securities and Exchange Commission on  the  date
hereof  (the  "Report"), We, Michael Smolanoff, Chief Executive  Officer  and
Stanley Teeple, Chief Accounting Officer of the Company, certify, pursuant to
18  U.S.C. Section 1350, as adopted pursuant to Sections 302 and 906  of  the
Sarbanes-Oxley Act of 2002, that:

(1)  We have reviewed the report;

(2)   To  the  best of our knowledge, the Report does not contain any  untrue
statement  of  a material fact or omit to state a material fact necessary  in
order  to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

(3)   To  the  best  of  our knowledge, the financial statements,  and  other
financial information included in the Report, fairly present in all  material
respects the financial condition and results of operations of the Company  as
of, and for, the periods presented in the Report;

(4)  We:
(a)  are responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to us
by others within the Company, particularly during the period ended September
30, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report our conclusions about the effectiveness of
our internal controls based on our evaluation of that date;

(5)  We have disclosed to the Company's auditors and the board of directors:
(a)   all  significant  deficiencies in the design or operation  of  internal
controls  which  could  adversely affect the  Company's  ability  to  record,
process,  summarize, and report financial data and have  identified  for  the
Company's auditors any material weaknesses in internal controls; and
(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls;

(6)   We  have  indicated in the Report whether or not there were significant
changes  in  internal  controls or in other factors that could  significantly
affect  internal controls subsequent to the date of our evaluation, including
any  corrective actions with regard to significant deficiencies and  material
weaknesses; and

(7)   The  Report  fully complies with the requirements of section  13(a)  or
15(d) of the Securities Exchange Act of 1934.

Date:  November 13, 2002

/s/ Michael Smolanoff                             /s/ Stanley Teeple
Michael Smolanoff,                                Stanley Teeple,
Chief Executive Officer                           Chief Accounting Officer