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



[X]      QUARTERLY  REPORT  PURSUANT  TO  SECTON  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended September 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)




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 November 13, 2002, 76,575,107 shares of Common Stock were outstanding.

<PAGE>
<TABLE>
<CAPTION>
                          PARALLAX ENTERTAINMENT, INC.

                                 BALANCE SHEETS

                                                          September 30,     December 31,
                                                                2002             2001
                                                          -------------    -------------
Assets                                                     (Unaudited)       (Audited)
<S>                                                       <C>              <C>
Current assets:
      Cash                                                $         309    $       1,002
      Accounts receivable, trade                                   --                900
      Receivables from related parties                             --            106,908
      Advances to bands, less allowance of $27,503
           as of December 31, 2001                                 --             39,975
      Other current assets                                         --             17,385
                                                          -------------    -------------
Total current assets                                                309          166,170

Furniture and equipment, net                                       --              6,582

Other assets                                                       --              1,317
                                                          -------------    -------------
Total assets                                              $         309    $     174,069
                                                          =============    =============


Liabilities and Stockholders' Equity
Current liabilities:
      Accounts payable and accrued expenses               $        --      $     110,894
      Notes payable                                                --              8,500
      Convertible notes payable                                    --             28,500
                                                          -------------    -------------
Total current liabilities                                          --            147,894

Note payable to affiliate                                          --             25,000
                                                          -------------    -------------
Total liabilities                                                  --            172,894

Commitments and contingencies                                      --               --

Stockholders' equity:
      Common stock, $.01 par value, 200,000,000 shares
           authorized, 76,575,107 and 61,905,940 shares
           issued and outstanding, respectively                 765,751          619,059
      Additional paid-in capital                              4,281,736        3,577,052
      Accumulated deficit                                    (5,047,178)      (4,194,936)
                                                          -------------    -------------
Total stockholders' equity                                          309            1,175
                                                          -------------    -------------
Total liabilities and stockholders' equity                $         309    $     174,069
                                                          =============    =============
</TABLE>




                 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                          PARALLAX ENTERTAINMENT, INC.

                            STATEMENTS OF OPERATIONS


                                                   Three Months Ended              Nine Months Ended
                                                      September 30,                   September 30,
                                                   2002            2001            2002            2001
                                              ------------    ------------    ------------    ------------
                                                       (Unaudited)                     (Unaudited)
<S>                                           <C>             <C>             <C>             <C>
Revenues                                      $      1,452    $      9,475    $     17,245    $     18,605

Expenses
     Cost of sales                                   1,205           8,748          15,679          19,288
     Recording costs                                   860            --            14,660           5,773
     Selling, general and administrative            75,850          91,289       1,002,170         308,062
                                              ------------    ------------    ------------    ------------
Total expenses                                      77,915         100,037       1,032,509         333,123
                                              ------------    ------------    ------------    ------------

Loss from operations                               (76,463)        (90,562)     (1,015,264)       (314,518)

Other income (expense):
     Interest expense                                 --            (1,665)         (3,330)         (5,031)
                                              ------------    ------------    ------------    ------------
Loss before extraordinary item                     (76,463)        (92,227)     (1,018,594)       (319,549)


Extraordinary item - Extinguishment of debt        166,352            --           166,352            --
                                              ------------    ------------    ------------    ------------
Net income (loss)                             $     89,889    $    (92,227)   $   (852,242)   $   (319,549)
                                              ============    ============    ============    ============


Earnings (loss) per share:
     Loss before extraordinary item           $      (0.00)   $      (0.00)   $      (0.01)   $      (0.02)
     Extinguishment of debt                           0.00            --              0.00            --
                                              ------------    ------------    ------------    ------------
     Net income (loss)                        $       0.00    $      (0.00)   $      (0.01)   $      (0.02)
                                              ============    ============    ============    ============


Weighted average number of
     common shares outstanding                  76,408,440      22,317,100      72,262,354      20,914,820
                                              ============    ============    ============    ============
</TABLE>









                 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                          PARALLAX ENTERTAINMENT, INC.

                            STATEMENTS OF CASH FLOWS

                                                             Nine Months Ended September 30,
                                                                   2002              2001
                                                             -------------     -------------
 <S>                                                          <C>               <C>
Operating Activities
      Net loss                                               $    (852,242)    $    (319,549)
      Adjustments to reconcile net income loss to net cash
      unsed in operating activities:
          Depreciation                                               1,000             3,600
          Stock issued for services                                799,376              --
          Changes in assets and liabilities:
           Accounts receivable, trade                                  900             9,600
           Receivables from related parties                          7,582           (92,687)
           Advances to bands                                          --             (18,385)
           Other assets                                               --              (5,418)
           Prepaid expenses and deposits                              --             (33,498)
           Accounts payable and accrued expenses                   (60,471)            6,582
                                                             -------------     -------------
Net cash provided by (used in) operating activities               (103,855)         (449,755)
                                                             -------------     -------------

Investing Activities
      Purchase of equipment                                         (2,000)             (105)
                                                             -------------     -------------

Financing Activities
      Bank overdraft                                                  --              (1,314)
      Proceeds from issuance of common stock                        52,000           499,606
      Net change in advances from principal stockholder             53,162           (13,060)
      Notes payable                                                   --                --
      Payments on convertible notes payable                           --              (2,000)
                                                             -------------     -------------
Net cash provided by (used in) financing activities                105,162           483,232
                                                             -------------     -------------
Net increase (decrease) in cash                                       (693)           33,372

Cash at beginning of period                                          1,002              --
                                                             -------------     -------------

Cash at end of period                                        $         309     $      33,372
                                                             =============     =============


Supplemental Disclosure of Cash Flow Information
      Cash paid during the period for interest               $       3,330     $        --
                                                             =============     =============
</TABLE>





                 See accompanying notes to financial statements.

<PAGE>

                          PARALLAX ENTERTAINMENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2002


1.       BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
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
accounting  principles  generally  accepted in the United  States of America 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  Annual Report on Form 10-KSB 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-KSB. 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  nine  months  ended  September  30,  2002  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002.

2.       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 76,825,107  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.

<PAGE>

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

From Parallax's  inception through September 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:

                          9 months ended                   12 months ended
                           September 30                       December 31
                      2002             2001             2001             2000

Revenues            $ 1,452          $ 9,475       $   28,649         $ 31,430
Net Income          $89,889         ($92,227)     ($3,308,724)       ($597,527)
        (Loss)


As of September 30, 2002,  Parallax had only $309.00 in cash. We Have not raised
cash through the sale of private  stock during the past  quarter.  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.
..Revenues have dropped  significantly this year in comparison to the same period
last year due to the fact  that we have no  current  artists  and have only been
generating income from commissions on sales of merchandise and not record sales.
It is doubtful  that we will be able to continue to raise capital by selling our
stock to investors  if we do not sign new artists,  however the company does not
have the funds to record any new artists at this time. Our significant operating
losses,  working capital deficits and accumulated  stockholders' equity deficits
raise substantial doubt about our ability to continue as a going concern.


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.

Management  cites 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 29, 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.

<PAGE>

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 was required
to use the $160,000 proceeds from the sale to pay 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 were in excess of $77,500.  Due to this  transaction,  the company
currently has no debt  liabilities or lease  obligations.  Any  receivables  for
advances to bands were  forgiven  against a payable to Gust Kepler for  personal
funds  used  to pay  the  debt  of the  Company.  Office  equipment,  furniture,
inventory and rights to previous  recordings and  provisional  patents were also
purchased by Gust Kepler in exchange for the payable to him. 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,  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
currently  seeking new artists and believes  once an artist with a good fan base
is signed it will be easier to raise additional capital.


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.

<PAGE>

Item 3.           CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures

The  management of the Company,  Yarek  Bartosz,  CEO, CFO, and President of the
Company has  conducted  an  evaluation  of the  effectiveness  of the  Company's
disclosure  controls and procedures pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934 as of a date (the  "Evaluation  Date") within 90 days prior
to the filing  date of this  report.  Based upon that  evaluation,  Mr.  Bartosz
concluded that, as if the Evaluation Date, the Company's disclosure controls and
procedures were effective in ensuring that all material  information relating to
the Company required to be filed in this quarterly report has been made known to
them in a timely manner.

(b)      Changes in internal controls

There have been no significant  changes made in the Company's  internal controls
or in other factors that could significantly affect internal controls subsequent
to the Evaluation Date.



PART II
                                OTHER INFORMATION
Item 1.
-------

LEGAL PROCEEDINGS
Not applicable

Item 2.
-------

CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable

Item 3.
-------

DEFAULTS UPON SENIOR SECURITIES
Not applicable

Item 4.
-------

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An annual meeting of the shareholders was held on Friday,  September 27, 2002 at
10:00 a.m. (Pacific Daylight time) at #217, 11625 Calgary,  Alberta, Canada, T2W
1G8 for shareholders of record on September 4, 2002, for the purposes of:

Electing one director to serve a term of one year.
Yarek Bartosz nominated and elected.
Nine shareholders  representing over 51% of outstanding  shares cast their votes
for Yarek Bartosz. The remainder of shareholders did not respond.

To ratify  and  confirm  the  appointment  of  Whitley  Penn,  Certified  Public
Accountants, as Auditors for the fiscal year 2003.

Nine shareholders  representing over 51% of outstanding  shares cast their votes
for ratification and confirmation of Whitley Penn. The remainder of shareholders
did not respond.

A Proxy  Statement  was filed with the  Securities  and Exchange  Commission  on
September 5, 2002 and is hereby incorporated by reference.

<PAGE>

Item 5.
-------

OTHER INFORMATION

Not Applicable


Item 6.
-------

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS
                           Index to Exhibits

4        Stock purchase agreement between Gust Kepler and Yarek Bartosz*

10       Schedule 14A Information/Proxy Statement**

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
**Incorporated by reference to Schedule 14A Information, Filed 9/5/2002

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