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FORM 10-QSB

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



|[x]   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003
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|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                                                               
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|PARALLAX ENTERTAINMENT INC.                                      
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|(Exact name of small business issuer as specified in its charter)



|Texas                                                          | 75-2713701                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



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



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

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

Yes [ x ] No [   ]

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PART I.   FINANCIAL STATEMENTS

Item 1.   Financial Statements.

June 30, 2003

CONTENTS



|                                                 | Page     
|------------------------------------------------ | ---------
|INDEPENDENT ACCOUNTANTS REVIEW REPORT            | F-1      
|FINANCIAL STATEMENTS                             |          
|Balance Sheet                                    | F-2      
|Statement of Operations                          | F-3      
|Statement of Changes in Stockholders' Deficiency | F-4      
|Statement of Cash Flows                          | F-5      
|Notes to Financial Statements                    | F-6 - F-9













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INDEPENDENT ACCOUNTANT'S REVIEW REPORT

I have reviewed the accompanying balance sheet of Parallax Entertainment, Inc. as of June 30, 2003 and the related statements of operations, stockholders' deficiency and cash flows for the three months then ended. These financial statements are the responsibility of the Company's management.

I conducted my review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the period ended December 31, 2002 were audited by me and I expressed an unqualified opinion on them in my report dated February 11, 2003.  I have not performed any auditing procedures since that date.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|Calgary, Alberta | /s/ John Geib       
|---------------- | --------------------
|July 25, 2003    | Chartered Accountant







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|PARALLAX ENTERTAINMENT, INC.                                                                       
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|BALANCE SHEET                                                                                      
|                                                                                                   
|ASSETS                                                                                             
|                                                                                                   
|                                                                                                   
|LIABILITIES                                                                                        
|                                                                                                   
|CURRENT                                                                                            
|Accounts payable and accrued liabilities                                                           
|Due to director (Note 6)                                                                           
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|                                                                                                   
|                                                                                                   
|STOCKHOLDERS' DEFICIENCY                                                                           
|                                                                                                   
|Common stock, 200,000,000 shares authorized; $0.01 par value; 153,264 shares issued and outstanding
|Additional paid in capital                                                                         
|Accumulated deficit                                                                                
|                                                                                                   
|                                                                                                   
|                                                                                                   







|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.STATEMENT OF OPERATIONS                   
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|REVENUES                                                              
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|EXPENSES                                                              
|Cost of sales                                                         
|Recording costs                                                       
|Selling, general and administrative                                   
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|NET LOSS FOR THE PERIOD                                               
|OTHER EXPENSE                                                         
|Interest expense                                                      
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|NET LOSS FOR THE PERIOD                                               
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|NET LOSS PER COMMON SHARE BASIC AND DILUTED                           
|                                                                      
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED







|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCYUnaudited
For the Six Months Ended June 30, 2003
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|Balance, December 31, 2001                                                                                                  
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|Stock issued for services                                                                                                   
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|Stock issued for cash                                                                                                       
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|Net loss, Six Months ended
June 30, 2002                                                                                    
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|Balance, June 30, 2002                                                                                                      
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|Stock issued for services                                                                                                   
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|Net income, Six Months ended December 31, 2002                                                                              
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|Balance, December 31, 2002                                                                                                  
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|Net loss, Six Months ended June 30, 2003                                                                                    
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|Balance, June 30, 2003                                                                                                      









|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.                                              
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|STATEMENT OF CASH FLOWS                                                   
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|For the Six Months Ended June 30,                                         
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|CASH FLOWS FROM OPERATING ACTIVITIES                                      
|Net loss                                                                  
|Adjustments to reconcile net loss to net cash used by operating activities
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|CASH FLOWS FROM FINANCING ACTIVITIES                                      
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|CASH FLOWS FROM INVESTING ACTIVITIES                                      
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|NET INCREASE (DECREASE) IN CASH                                           
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|CASH, BEGINNING OF THE PERIOD                                             
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|CASH, END OF THE PERIOD                                                   
|                                                                          
|Interest paid                                                             







|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.NOTES TO FINANCIAL STATEMENTS
Unaudited
For the Six Months Ended June 30, 2003
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1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Parallax Entertainment, Inc. (hereinafter "the Company") filed for incorporation on October 11, 1996 under the laws of the state of Texas.  We have discontinued all operations related to licensing, acquiring, marketing and distributing recorded music.  We are currently seeking a business opportunity to acquire or merge with.  The Company's fiscal year end is December 31st.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

(a)   Accounting Method

The Company's financial statements are prepared using the accrual method of accounting.

(b)   Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated accounts.

(c)   Foreign Currency Transactions

Through the course of business, the Company has received services that were billed in a currency other than the United States dollar, the Company's functional currency.  Management has elected to value foreign currency transactions at average rates of exchange in effect during the reporting period.  Realized gains and losses from foreign currency transactions are reflected in the results of operations.

(d)   Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all short term investments securities purchased with a maturity of three months or less to be cash equivalents.

(e)   Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities".  This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

At June 30, 2003, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

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|PARALLAX ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTSUnaudited
For the Six Months Ended June 30, 2003
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(f)   Revenue Recognition

The Company sold records and merchandise (t-shirts, posters, and other band paraphernalia) via three separate mediums - booths set up at musical events, through distributors on a consignment basis, and through retailers not on a consignment basis.  Records and merchandise sales at musical events were cash sales and were recognized when payment was received.  Records and merchandise sold through a distributor on a consignment basis were recognized when the distributor notifies the Company that a sale had been made.  Records and merchandise sold through retailers not on a consignment basis were not returnable and were recognized in the period they were delivered to the buyer.

The Company is not currently producing revenue from artitst membership sales, commissions on Internet sales, advertising sales, or sales from selling target market information.  When the Company begins to produce these revenues, they will be realized as follows:

a.   Artist membership sales will be recognized over the period of the membership.
b.   Commissions on Internet sales will be recognized after the product has been shipped.
c.   Advertising sales will be recognized over the period of the ad.
d.   Target market information sales will be recognized when the information has been delivered to the buyer.

(g)   Advance Royalties and Recording Costs

Advance royalties and recording costs had been charged to expense as incurred because, based on performance and current popularity of the Company's artists, it was not possible to determine if the advances and recording costs will be collectible from future royalties.

(h)   Provision for Taxes

At June 30, 2003, the Company had no operating revenue.  No provision for taxes or tax benefit have been reported in the financial statements, as there is not a measurable means of assessing future profits or losses.

(i)   Basic and Diluted Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Basic and diluted loss per shares was the same, as there were no common stock equivalents outstanding.

(j)   Going Concern

The Company's financial statements have been presented on a going concern basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company's significant operation losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The Company is reporting cumulative net losses since inception of $5,057,406 as of June 30, 2003.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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|PARALLAX ENTERTAINMENT, INC.NOTES TO FINANCIAL STATEMENTSUnaudited
For the Six Months Ended June 30, 2003
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3.   SALE OF ASSETS AND LIABILITIES

On July 29, 2002, Gust Kepler transferred 39,200,000 shares of common stock of the Company which he owned to Yarek Bartosz in consideration of $160,000.  Prior to transferring the foregoing 39,200,000 shares of common stock, Mr. Kepler owned 41,606,000 shares of common stock.  Therefore, after the transaction, Mr. Kepler owns 2,406,000 of common stock.  Further, after the foregoing transaction, there were 76,852,107 shares outstanding and Mr. Bartosz owns 51% of the total outstanding shares of the Company.  As a result of the transaction, Mr. Kepler resigned as a member of the Company's board of directors and as an officer and Mr. Bartosz was appointed to the Board.  Mr. Bartosz was appointed President, Chief Executive Officer, Secretary/Treasurer and Chief Financial Officer.

Concurrent with the transaction above, Mr. Kepler acquired all the assets and liabilities of the Company, aggregating net liabilities of $113,190 (including a $45,338 payable to Mr. Kepler) for a cash payment to the Company of $53,162.  This transaction resulted in an extraordinary gain from extinguishments of debt of $166,352.

4.   INCOME TAXES

The Company has net operating loss carry forwards for tax purposes of approximately $2,750,000 at June 30, 2003.  These carry forwards will expire, if not utilized in 2011-2017. At June 30, 2003, the Company had a deferred tax asset of $1,040,000 attributable to the loss carry forward, which was offset entirely by a valuation allowance of an equal amount.

5.   COMMON STOCK

During the year ended December 31, 2002, the Company issued 3,069 shares of common stock for proceeds of $52,000.

During the year ended December 31, 2002, the Company issued 26,295 shares of common stock for prepaid consulting fees valued at $799,376.

During the period ended June 30, 2003, the Company had a 1 for 500 reverse stock split.  All share and per share amounts in the accompanying financial statements have been retroactively adjusted to reflect this reverse split.

The Company has reserved 58,000 shares for issuances of "S-8 stock" or stock option.

6.   RELATED PARTIES

The Company leased office space on a month-to-month basis from a company owned by the principal stockholder of the Company until September 2002.  Rent expense amounted to $1,502 per month.

The amount due to director of $8,919 is non-interest bearing, unsecured and is due on demand.  However, the director has indicated that he will not request repayment of this amount within the next fiscal year. Consequently, this amount has been classified as a non-current liability in the accompanying financial statements.





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|PARALLAX ENTERTAINMENT, INC.NOTES TO FINANCIAL STATEMENTSUnaudited
For the Six Months Ended June 30, 2003
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7.   COMMITMENTS AND CONTINGENCIES

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial statements is made in accordance with the requirements of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments".  The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies.

The fair value of financial instruments classified as current assets or liabilities including cash and cash equivalents, receivables and accounts payable approximate carrying value due to the short term maturity of the instruments.  The fair value of notes payable approximates carrying value based on their effective interest rates compared to current market rates.























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Item 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Cautionary Statement Regarding Forward-looking Statements

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report.  These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We currently have no working capital. We are relying on loans from our sole officer and director and will continue to do so until we complete an acquisition or merger.

On a long-term basis, liquidity is dependent on commencement of operation and receipt of revenues, additional infusions of capital, and debt financing.  While we will be receiving sufficient infusions of capital from our sole officer and director, we will not be generating any revenues until the completion of a merger or acquisition and we will not take any action to acquire debt financing other than infusions of capital from our sole officer and director.

Plan of Operation.

We are in a development stage and have not conducted any operations since cease our recorded music operations.  We will be relying on cash infusions from our sole officer and director in order to pay accounting and legal costs associated with filing our reports with the Securities and Exchange Commission and any fees due the State of Texas.  Other than the foregoing, we do not anticipate spending any money.

We anticipate that until a business combination is completed with an acquisition candidate, we will not generate revenues and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

We seek acquisition or merger candidates with ongoing operations. As of December 31, 2002, we had not identified any such candidates.

Results of Operations quarter ended June 30, 2003 verses the quarter ended June 30, 2002.

We had operating revenues of $0 generated during the quarter ended June 30, 2003 compared with $11,493 for the quarter ended June 30, 2002. Operating expenses decreased to $2,817 for the quarter ended June 30, 2003 compared to $455,663 for the quarter ended June 30, 2002. Our net loss decreased to $2,17 for the quarter ended June 30, 2003 compared with a loss of $445,835 for the quarter ended June 30, 2002.

All of the changes were as a result of discontinuing the business of licensing, acquiring, marketing, and distributing high quality recorded music for a variety of music formats.  Accordingly, the foregoing information will not be indicative of our future operations.



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Liquidity and Capital Resources

We have no assets and liabilities of $9,919.  This is comprised of accounts payable of $1,000 and $8,919 owed to Yarek Bartosz.   For services rendered as a member of the board of directors.

We do not have sufficient funds to operate. Future operating activities are expected to be funded by loans from our sole officer and director.

Item 3.   CONTROLS AND PROCEDURES

Yarek Bartosz, Principal Executive Officer and Principal Financial Officer of Parallax Entertainment, Inc., has established and is currently maintaining disclosure controls and procedures for our company. The disclosure controls and procedures have been designed to ensure that material information relating to our company is made known to them as soon as it is known by others within our company.

Our Principal Executive Officer and Principal Financial Officer conducts an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and have concluded, based on their evaluation within 90 days of the filing of this Report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.

PART II OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

| | Exhibit No. | Document                                                                                                                                                                                     
| | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
| | 32.1        | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer)                 







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Two reports on Form 8-K have been filed.  The following event was reported on August 12, 2002:

On July 29, 2002, Gust Kepler transferred 78,400 shares of common stock which he owned to Yarek Bartosz in consideration of $160,000. Prior to transferring the foregoing 78,400 shares of common stock Mr. Kepler owned 83,212 shares of common stock. Therefore after the foregoing transaction, Mr. Kepler owns 4,812 shares of common stock. Further, after the foregoing transaction, there were 153,771 shares outstanding and Mr. Bartosz own 50.98% of the total outstanding shares of our company.

Further, Gust Kepler resigned as a member of our board of directors and as an officer and Yarek Bartosz was appointed to our board of directors. Mr. Bartosz was appointed president, chief executive officer, secretary/treasurer and chief financial officer.

The following event was reported on January 10, 2003:

(a)       On January 8, 2003, the accounting firm of Whitley Penn, formerly, Jackson & Rhodes P.C. was dismissed by our board of directors as our independent auditors. During the two most recent fiscal years and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between our company and Whitley Penn. Whitley Penn was dismissed because we determined that it was in our best interests to have our auditor located in Calgary, Alberta where our corporate headquarters is located.

(b)       The report of Whitley Penn, formerly, Jackson & Rhodes P.C. on our financial statements as of and for the years ended December 31, 2001 and 2000 did not contain an adverse, qualified or disclaimer of opinion. However, the reports did contain an explanatory paragraph wherein Whitley Penn expressed substantial doubt about our ability to continue as a going concern.

(c)       Whitley Penn, formerly, Jackson & Rhodes P.C. furnished us with a letter addressed to the Securities and Exchange Commission stating it agreed with the statements made by us in our Form 8-K as filed with the Securities and Exchange Commission on January 10, 2003.

(d)       At our board meeting on January 8, 2003, our board of directors engaged John J. Geib, Chartered Accountant, Southcentre Executive Tower, 405, 11012 Macleod Trail South, Calgary, Alberta, Canada T2J 6A5 as our independent auditor for our fiscal year ending December 31, 2002. John J. Geib accepted such appointment on January 9, 2003. Prior to his appointment, we did not consult with John J. Geib on any matters related to accounting or the type of opinion he may issue.











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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of August, 2003.



| | PARALLAX ENTERTAINMENT INC.
(Registrant)
| | ----------------------------------------
| | BY:                                     
| |                                         













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