SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A



      [X] QUARTERLY REPORT PURSUANT TO SECTON 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2002


       [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (No Fee Required)
                           Commission File No. 0-32585


                          Parallax Entertainment, Inc.
                 (Name of Small Business Issuer in its Charter)

                      Texas                               75-2713701
        -------------------------------             --------------------
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation of organization)              Identification No.)




              9521 21st Street, SE Calgary, Alberta, Canada T2C 4B1
              -----------------------------------------------------
                     (Address of principal executive office)

                                 (403) 720-8550
                                 --------------
                           (Issuer's telephone number)

             14110 N. Dallas Parkway, Suite 365, Dallas, Texas 75254
             -------------------------------------------------------
                 (Former address of principal executive office)



Check  whether  the issuer has (1) filed all  reports  required by Section 12 or
15(d) of the Exchange Act during the past 12 months, and 2) been subject to such
filing requirements for the past ninety (90) days. Yes [X ] No [ ]

As of August 10, 2002, 76,825,107 shares of Common Stock were outstanding.

<PAGE>
<TABLE>
<CAPTION>

                          PARALLAX ENTERTAINMENT, INC.
                                 BALANCE SHEETS

                                     Assets
                                                                    JUNE 30,      DECEMBER 31,
                                                                       2002            2001
                                                                  ------------    ------------
                                                                  (Unaudited)
<S>                                                               <C>             <C>

Current assets:
     Cash                                                         $     23,061    $      1,002
     Accounts receivable, trade                                           --               900
     Receivables from related parties                                    9,856         106,908
     Advances to bands, less allowance of $27,503 as of
           June 30, 2001 and December 31, 2000                          46,302          39,975
     Other current assets                                               11,027          17,385
                                                                  ------------    ------------
         Total current assets                                           90,246         166,170
                                                                  ------------    ------------
Furniture and equipment, net                                             5,687           6,582
Other assets:
       Deposits                                                          1,327           1,317
                                                                  ------------    ------------
Total assets                                                      $     97,260    $    174,069
                                                                  ============    ============
                 Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
     Accounts payable and accrued expenses                             144,447         110,894
     Payable to principal stockholder                                   35,660            --
     Notes payable                                                       8,500           8,500
     Note payable to affiliate                                            --            25,000
     Current portion of convertible notes payable                       28,500          28,500
                                                                  ------------    ------------
         Total current liabilities                                     217,107         172,894
                                                                  ------------    ------------

                                                                  ------------    ------------
         Total liabilities                                             217,107         172,894
                                                                  ------------    ------------
Commitments and contingencies                                             --              --

Stockholders' equity (deficit):
     Common stock, $.01 par value, 200,000,000 shares
       authorized, 75,575,107 and 61,905,940                           755,751         619,059
       shares issued and outstanding respectively
     Additional paid-in capital                                      4,261,736       3,577,052
     Accumulated deficit                                            (5,137,334)     (4,194,936)
                                                                  ------------    ------------
       Total stockholders' equity (deficit)                           (119,847)          1,175
                                                                  ------------    ------------
                                                                  $     97,260    $    174,069
                                                                  ============    ============
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>

                          PARALLAX ENTERTAINMENT, INC.
                            STATEMENTS OF OPERATIONS



                                                Three Months Ended              Six Months Ended
                                                     June 30,                        June 30,
                                                2002            2001            2002            2001
                                           ------------    ------------    ------------    ------------
                                                   (Unaudited)                    (Unaudited)
<S>                                        <C>             <C>             <C>             <C>

Revenues                                   $     11,493    $      8,076    $     15,793    $      9,130
                                           ------------    ------------    ------------    ------------


Expenses
     Cost of Sales                                8,174           9,361          14,474           9,655
     Recording costs                              6,845           3,200          13,800           5,773
     Selling, general and administrative        440,644         139,269         926,320         214,873
     Debt conversion expense                       --              --              --            85,500
                                           ------------    ------------    ------------    ------------
             Total expenses                     455,663         151,830         954,594         315,801
                                           ------------    ------------    ------------    ------------

         Loss from operations                  (444,170)       (143,754)       (938,801)       (306,671)


Interest expense                                 (1,665)         (1,665)         (3,330)         (3,366)
                                           ------------    ------------    ------------    ------------


     Net loss                              $   (445,835)   $   (145,419)   $   (942,131)   $   (310,037)
                                           ============    ============    ============    ============

Basic loss per common share                $      (0.01)   $      (0.01)   $      (0.01)   $      (0.01)
                                           ============    ============    ============    ============
Weighted average number of
     common shares outstanding               75,036,455      21,309,320      69,403,243      20,518,840
                                           ============    ============    ============    ============
</TABLE>


                                       3
<PAGE>

                          PARALLAX ENTERTAINMENT, INC.
                             STATEMENTS OF CASH FLOW
                     Six Months Ended June 30, 2002 and 2001



                                                           2002         2001
                                                         ---------    ---------
                                                              (Unaudited)

Cash flow from operating activities:
     Net loss                                            $(942,131)   $(310,037)
     Adjustments to reconcile net loss to net
        Cash used by operating activities:
        Depreciation                                         1,034        2,400
        Debt conversion expense                               --         85,500
        Stock issues for services                          769,176
        Changes in assets and liabilities:
         Accounts receivable trade                           2,175         --
         Receivables from related parties                   96,398      (49,565)
         Receivables from band members                      (7,049)     (12,818)
         Inventories                                        (1,181)      (5,435)
         Prepaid expenses and deposits                       7,424      (35,000)
         Accounts payable                                   30,223        2,693
         Accrued expenses                                    3,330       (1,034)
                                                         ---------    ---------
              Net cash used by operating activities        (40,601)    (323,296)
                                                         ---------    ---------

Cash flow from investing activities:
     Additions to equipment                                   --           (105)
                                                         ---------    ---------

Cash flows from financing activities:
     Bank overdraft                                                      (1,314)
     Proceeds from issuance of common stock                 52,000      435,000
     Net change in advances from principle stockholder      35,660      (13,060)
     Change in notes payable                               (25,000)      (2,000)
     Proceeds from convertible notes payable                  --           --
                                                         ---------    ---------
         Net cash provided by financing activities          62,660      418,626
                                                         ---------    ---------

Net change in cash and temporary investments                22,059       95,225

Cash and temporary investments at beginning of year          1,002         --
                                                         ---------    ---------

Cash and temporary investments at end of year            $  23,061    $  95,225


Supplemental disclosures of cash flow information:

     Interest paid                                       $    --      $    --


                                       4
<PAGE>

*See notes to financial statements
----------------------------------

Notes

1.   BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions to Form 10-QSB of Regulation S-B. They do not include
all  information  and  footnotes  required  by  generally  accepted   accounting
principles  for  complete  financial  statements.  However,  except as disclosed
herein,  there has been no material change in the  information  disclosed in the
notes to the financial  statements for the year ended December 31, 2001 included
in the Company's Form 10-SB filed with the  Securities and Exchange  Commission.
The interim  unaudited  financial  statements should be read in conjunction with
those  financial  statements  included  in the Form  10-SB.  In the  opinion  of
Management,  all  adjustments  considered  necessary  for a  fair  presentation,
consisting  solely of normal recurring  adjustments,  have been made.  Operating
results for the six months ended June 30, 2002 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2002.

Item 2.
-------

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
From Parallax's  inception  through June 30, 2002, we have been  unsuccessful in
generating any material amount of revenue while  incurring huge losses.  We have
relied primarily on capital raised from investors and the receipt of services in
exchange for Parallax stock on which to operate. The following summary financial
information illustrates our historic poor performance and poor prospects for the
future:

                  6 months ended                    12 months ended
                     June 30                          December 31
               2002           2001                2001           2000

Revenues   $    15,793    $     9,130         $    28,649    $    31,430

Loss       ($  938,801)   ($  306,671)        ($3,308,724)   ($  597,527)



As of June 30, 2002, Parallax had a working capital deficit of over $119,000. We
have raised cash through the sale of private stock.  We are barely able to cover
our expenses from month to month . We still have not  generated any  significant
revenues and unless we do so we will again run out of cash.  It is doubtful that
we will be able to continue to raise  capital by selling our stock to  investors
if we do not  begin  to  generate  substantial  revenues  from  the  sale of our
artists' records and products. Our significant operating losses, working capital
deficits and accumulated  stockholders'  equity deficits raise substantial doubt
about our ability to continue as a going concern.


                                       5
<PAGE>

We have not had any material changes in our revenue streams during the reporting
periods. SG&A expenses increased from $214,873 during the period ending June 30,
2001 to $926,320 during the current reporting period largely due to expenses
related to stock issued to obtain consulting services and contract labor
services necessary for the operation of the Company.

================================================================================
We have incurred losses primarily  because we have generated very little revenue
from  record  sales or any other  source  to cover  normal  operation  expenses.
Parallax  anticipates  having substantial cash flow or liquidity problems in the
next 12 months.  Parallax may be required to reduce its planned operations if we
are  unable  to  raise  additional  capital.  We may  not be  able  to  continue
operations and we may go out of business. Parallax has encountered difficulty in
licensing master  recordings to major record labels.  Management cites recording
industry  downtrends  and  consolidation  among major  labels as a  contributing
factor for the difficulty it has experienced in this area. In addition, Parallax
has incurred difficulty operating  independently to promote, market and sell its
products at the retail  level.  Management  sites  limited  working  capital and
mounting  debt as a major factor in the  company's  inability  to implement  its
marketing  strategy with its current  artists.  In an effort to save the Company
from  bankruptcy,  on July 26, 2002,  Gust Kepler,  former  President  and Chief
Executive Officer sold his controlling interest in the Company to Yarek Bartosz.
The details of the  transaction  are  reported on a form 8-K filed on August 12,
2002.
The 39,200,000  shares sold to Yarek Bartosz were sold for a price of $.0041 per
share,  or $160,000.  According to the Stock  Purchase Plan attached to the Form
8-K as Exhibit A and incorporated  herein by reference,  Gust Kepler is required
to use the $160,000  proceeds  from the sale to pay of the debts of the company,
and assume any lease  obligations  of the company.  This includes the $28,500 in
18% senior  secured  notes and accrued  interest  including  unpaid  interest on
converted notes in the amount of $59,097. It also includes the trade payables of
the  Company  that are  currently  in excess of  $77,500.  The debt  obligations
personally  assumed by Gust Kepler should  approximate the purchase price.  Even
with  the  debts of the  Company  paid by Gust  Kepler,  Parallax  is still  not
generating  enough income to support its  operations.  If we are unable to raise
sufficient  working  capital  of at least  $1,500,000,  Parallax  may reduce its
planned operations and implement its further  development at a reduced scale and
a lesser pace, resulting in smaller sales volumes than currently planned.  There
can be no assurance that we will be able to raise  additional funds on favorable
terms, if at all.
The company  announced on July 24, 2002 that artist TEK 3 would be released from
their exclusive recording agreement due to criminal legal problems involving the
front man Jamie Coffey.  The nature of Coffey's legal troubles  prevent him from
touring  with the band and impose other  restrictions  that make TEK 3 virtually
unmarketable for 3rd party licensing agreements with major labels or independent
touring programs.
The company does not currently have funds to fulfill its  contractual  agreement
with artists  Track 10 to record an album under the  provisions  of the Track 10
Exclusive  Recording  Agreement.  As a result the company released Track 10 from
their Exclusive Recording Artist Agreement on July 24th, 2002.

The Company is now reviewing its technology  division to determine the viability
of the CD Jewel Case Enclosure project and website Hitdial.com.


                                       6
<PAGE>

================================================================================
The  above   information   contains  certain   forward-looking   statements  and
information  relating to the Company that is based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"  "expect,"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties, and assumptions,  including risks and uncertainties noted. Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described herein as anticipated,  believed,  estimated, expected or intended. In
each instance,  forward-looking information should be considered in light of the
accompanying  meaningful cautionary statements herein.  Factors that could cause
results to differ  include,  but are not limited to,  successful  performance of
internal  plans,  the impact of  competitive  services and pricing,  and general
economic risks and uncertainties.



PART II
OTHER INFORMATION

Item 2.
RECENT SALES OF UNREGISTERED SECURITIES
During the period beginning January 1, 2002 and ending June 30, 2002 the Company
issued 6, 379,096  shares of common stock for financing  purposes and as payment
in lieu of cash for  services  as set  forth  below.  No shares  were  issued to
officers or directors of the Company.

On April 2, 2002,  the Board of Directors  approved a resolution to enter into a
consulting  agreement with AESOP Financial  Corporation for 3,038,490  shares of
the  Company's  Common  stock.  The shares were  unregistered  and issued with a
restrictive legend under Rule 144 of the Securities and Exchange Act of 1934.

On April 2, 2002,  the Board of Directors  approved a resolution to enter into a
consulting  agreement  with Duane Street  Group,  LLC for 337,610  shares of the
Company's  Common  stock.  The  shares  were  unregistered  and  issued  with  a
restrictive legend under Rule 144 of the Securities and Exchange Act of 1934.

================================================================================
On March 20, 2002,  the Board of Directors  approved a resolution  for a private
placement of the Company's  Common Stock.  The stock was sold at a 50 % discount
to the  closing  bid price on the day of the sale.  The  following  is a list of
securities sold for cash during the period covered by this Form 10-QSB.


                                       7
<PAGE>

                           Date:         Close:      Amount:            Shares:

Lorin R. DeYoung            4/15/02      .06          $1,500             50,000

Ralph Shuck                4/10/02       .08          $2,000             50,000

Johnny R. Woodruff         4/14/02       .13          $1,000             15,385

Eric Thomas Peters         4/12/02       .13          $10,000           153,846

T.E. Werlin                6/19/02       .047         $2,500            106,383

John E. Beasley            6/21/02       .04          $1,000             50,000
================================================================================
Total                                                 $18,000           425,614


In all such  issuances the Company relied upon the Private  Placement  Exemption
under 4(2) of the Securities And Exchange Act of 1933.



Item 3.
-------

DEFAULTS UPON SENIOR SECURITIES.
See  discussion  under Part one, Item 2 above covering the $28,500 in 18% senior
secured convertible notes that are past due.

================================================================================
Item 5.
-------

OTHER INFORMATION.

On May 29, 2002 William  Kepler  resigned as Vice President and Secretary of the
Company.

As  indicated  in the Report 8-K filed on  8/12/2002,  Yarek  Bartosz is now the
Chief  Executive  Officer,  President,  Secretary/Treasurer  and Chief Financial
Officer of the Company.



                                       8
<PAGE>

Item 6.
-------

EXHIBITS

                                Index to Exhibits


4              Stock purchase agreement between Gust Kepler and Yarek Bartosz.*

99.1           CEO/CFO Certification pursuant to 18 U.S.C. Section 1350 Pursuant
               to section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated by reference to Form 8-K, Filed 8/12/2002


REPORTS ON FORM 8-K

8-K dated 8/9/2002,  filed  8/12/2002  stating change in control of the Company.
Yarek  Bartosz  is now 51% owner of the  Company  with  39,200,000  shares.  And
stating change in officers and directors.  Yarek Bartosz is now Chief  Executive
Officer,  Chief  Financial  Officer,  Secretary/Treasurer  and  President of the
Company.

SIGNATURES
In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                          Parallax Entertainment, Inc.



Date: August 19, 2002                               By: /s/ Yarek Bartosz
                                                    ------------------------
                                                    Yarek Bartosz
                                                    President, CEO,and CFO







                                       9