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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 March 31, 2003
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|     
|OR    |                                                                                                                                
|[   ] | 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.

Item 1.   FINANCIAL STATEMENTS



INDEPENDENT ACCOUNTANT'S REVIEW REPORT

I have reviewed the accompanying balance sheet of Parallax Entertainment, Inc. as of March 31, 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
May 6, 2003 | /s/ John Geib
Chartered Accountant
|---------------------------- | ----------------------------------





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|PARALLAX ENTERTAINMENT, INC.
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|BALANCE SHEET               
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|ASSETS                      
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|LIABILITIES                 
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|STOCKHOLDERS' DEFICIENCY    
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|Accumulated deficit         
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|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.                                          
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|STATEMENT OF OPERATIONS                                               
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|REVENUES                                                              
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|EXPENSES                                                              
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|LOSS FROM OPERATIONS                                                  
|OTHER EXPENSE                                                         
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|LOSS BEFORE EXTRAORDINARY ITEM                                        
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|NET LOSS FOR THE PERIOD                                               
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|NET LOSS PER COMMON SHARE BASIC AND DILUTED                           
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|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.                                                                       
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|STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCYUnaudited
For the Three Months Ended March 31, 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                                                                                           
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|Balance, December 31, 2001                                                                         
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|Three months Ended March 31, 2003                                                                  
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|Balance, March 31, 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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|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 DECREASE IN CASH                                                      
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|CASH, BEGINNING OF THE PERIOD                                             
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|CASH, END OF THE PERIOD                                                   
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|Interest paid                                                             







|(The accompanying notes are an integral part of these financial statements)
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|PARALLAX ENTERTAINMENT, INC.                                                    
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|NOTES TO FINANCIAL STATEMENTSUnaudited
For the Three Months Ended March 31, 2003

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 March 31, 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.                                                    
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|NOTES TO FINANCIAL STATEMENTSUnaudited
For the Three Months Ended March 31, 2003

(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 March 31, 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 $5,054,589 as of March 31, 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.                                                    
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|NOTES TO FINANCIAL STATEMENTSUnaudited
For the Three Months Ended March 31, 2003

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 extinguishment of debt of $166,352.

4.   INCOME TAXES

The Company has net operating loss carryforwards for tax purposes of approximately $2,750,000 at March 31, 2003.  These carryforwards will expire, if not utilized in 2011-2017. At March 31, 2003, the Company had a deferred tax asset of $1,040,000 attributable to the loss carryforward 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 March 31, 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 $336 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.                                                    
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|NOTES TO FINANCIAL STATEMENTSUnaudited
For the Three Months Ended March 31, 2003

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 year ended December 31, 2002 verses the year ended December 31, 2001.

We had operating revenues of $0 generated during the quarter ended March  31, 2003 compared with $4,00 for the quarter ended March 31, 2002. Operating expenses decreased to $2,087 for the year ended March 31, 2003 compared to $499,198 for the quarter ended March 31, 2002. Our net loss decreased to $2,087 for the quarter ended March 31, 2003 compared with a loss of $496,563 for the quarter ended March 31, 2002.

Again we are no longer in 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 $7,102.

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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of shareholders was held on Friday, January 10, 2003 at 10:00 a.m. (Mountain Standard Time) at #217, 11625 Elbow Drive, S.W, Calgary, Alberta, Canada T2W 1G8 for shareholders of record on December 4, 2002, for the purposes of: A reverse split of the Company's outstanding shares of common stock on a one-for-five hundred (1-for-500) basis.  Shareholders representing over 51% of outstanding shares cast their votes for the reverse split of outstanding shares of common stock on a one-for-five hundred (1-for-500) basis. The remainder of shareholders did not respond. A definitive proxy statement was filed with the Securities and Exchange Commission on December 19, 2002 and is hereby incorporated by reference.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K

A Form 8-K dated January 9, 2003 and filed January 10, 2003 was filed by the Company reflecting the following change:





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(a)   On January 8, 2003, the accounting firm of Whitley Penn, formerly, Jackson & Rhodes P.C. was dismissed by the Board of Directors as the Company's 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 the Company and Whitley Penn. Whitley Penn was dismissed because the Company determined that it was in its best interests to have its auditor located in Calgary, Alberta where the Company's corporate headquarters are located.

(b)   The report of Whitley Penn, formerly, Jackson & Rhodes P.C. on the Company's 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 the Company's ability to continue as a going concern.

(c)   The Company has requested Whitley Penn, formerly, Jackson & Rhodes P.C. to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company in response to this Item 4 and, if not, stating the respects in which it does not agree. The Company delivered a copy of this Form 8-K report to Whitley Penn, formerly, Jackson & Rhodes P.C. on January 9, 2003 via facsimile. On January 9, 2003, Whitley Penn replied and its letter agreeing with the statements contained therein.

(d)   At its board meeting on January 8, 2003, the Board of Directors of the Company engaged John J. Geib, Chartered Accountant, Southcentre Executive Tower, 405, 11012 Macleod Trail South, Calgary, Alberta, Canada T2J 6A5 as its independent auditor for its fiscal year ending December 31, 2002. John J. Geib accepted such appointment on January 9, 2003. Prior to his appointment, the Registrant did not consult with John J. Geib on any matters related to accounting or the type of opinion they 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 15th day of May, 2003.



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





















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CERTIFICATION

I, Yarek Bartosz, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Parallax Entertainment, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant'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 registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this quarterly 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 most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated this 15th day of May, 2003.



| | /s/ Yarek Bartosz 
Yarek Bartosz
Principal Executive Officer and Principal Financial Officer
| | --------------------------------------------------------------------------------------------





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CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Parallax Entertainment, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Yarek Bartosz, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 15th day of May, 2003.



| | /s/ Yarek Bartosz
Yarek Bartosz
Chief Executive Officer and Chief Financial Officer
| | -----------------------------------------------------------------------------------









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