U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended September 30, 2002
----------------------------------------------------------------------------
[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
----------------------------------------------------------------------------
                         Commission File Number: 0-26073
----------------------------------------------------------------------------

                         MODERNGROOVE ENTERTAINMENT, INC.
----------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                     86-0881193
  -------------------------------                  --------------------
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

                             1801 E. Tropicana, Suite 9
                                Las Vegas, NV  89119
                      ----------------------------------------
                      (Address of principal executive offices)

                                    (604) 742-2000
                             ---------------------------
                             (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 of 1934 during the past 12 months
(or 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 [ ]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                                                          Yes [ ]  No [ ]

                                        1

<PAGE>


Common Stock, $0.001 par value per share, 200,000,000 shares authorized,
30,650,700 issued and outstanding as of September 30, 2002.  Preferred
Stock, $0.001 par value per share, 5,000,000 shares authorized, no
Preferred Stock issued nor outstanding as of September 30, 2002.

Traditional Small Business Disclosure Format (check one)  Yes [ ]  No [X]

                                 Copies to:
                             Thomas C. Cook, Esq.
                       Thomas C. Cook & Associates, Ltd.
                         4955 South Durango, Suite 214
                            Las Vegas, Nevada 89113
                             Phone:  (702) 952-8520
                             Fax:    (702) 952-8521


                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Consolidated Balance Sheet (unaudited)...............   5
          Consolidated Statements of Operations(unaudited).....   6
          Consolidated Statements of Cash Flows (unaudited)....   7
          Notes to Consolidated Financial Statements...........   8

Item 2.  Management's Plan
         of Operation..........................................   9

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  13

Item 2.   Changes in Securities and Use of Proceeds............  13

Item 3.   Defaults upon Senior Securities......................  13

Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  13

Item 5.   Other Information....................................  13

Item 6.   Exhibits and Reports on Form 8-K.....................  14

Signatures.....................................................  15


                                     3

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the nine months ended September 30, 2002.  The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the nine months ended
September 30, 2002, follow.


                                      4


<PAGE>

Beckstead and Watts, LLP
Certified Public Accountants
                                                        3340 Wynn Road, Suite C
                                                            Las Vegas, NV 89102
                                                                   702.257.1984
                                                               702.362.0540 fax


                    INDEPENDENT ACCOUNTANT'S REVIEW REPORT


Board of Directors
Moderngroove Entertainment, Inc.
(a Development Stage Company)
Las Vegas, NV

We  have  reviewed the accompanying consolidated balance sheets of Moderngroove
Entertainment,  Inc.  (the  "Company")  (a  development  stage  company)  as of
September  30,  2002  and  the  related statements of operations for the three-
months and nine-months ended September  30,  2002  and  2001 and for the period
September 20, 1999 (Inception) to September 30, 2002, and  statements  of  cash
flows  for the nine-months ended September 30, 2002 and 2001 and for the period
September  20,  1999  (Inception)  to  September  30,  2002.   These  financial
statements are the responsibility of the Company's management.

We  conducted  our  reviews  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 to
financial data, 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,  which  will  be
performed  for  the  full year with the  objective  of  expressing  an  opinion
regarding the financial  statements  taken  as a whole.  Accordingly, we do not
express such an opinion.

Based on my reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements  referred to above for them to
be in conformity with generally accepted accounting  principles  in  the United
States of America.

The  accompanying financial statements have been prepared assuming the  Company
will continue  as  a  going  concern.   As discussed in Note 1 to the financial
statements,  the  Company  has had limited operations  and  has  not  commenced
planned principal operations.   This raises substantial doubt about its ability
to continue as a going concern.   Management's plans in regard to these matters
are also described in Note 1.  The  financial  statements  do  not  include any
adjustments that might result from the outcome of this uncertainty.

G.  Brad  Beckstead,  CPA  has previously audited, in accordance with generally
accepted auditing standards,  the  balance sheet of Moderngroove Entertainment,
Inc. (a development stage company) as  of  December  31,  2001, and the related
statements  of operations, stockholders' equity, and cash flows  for  the  year
then ended (not  presented  herein)  and  in his report dated April 4, 2002, he
expressed an unqualified opinion on those financial statements.

/s/ G. Brad Beckstead
----------------------
G. Brad Beckstead, CPA

November 11, 2002

                                        5

<PAGE>
                         Moderngroove Entertainment, Inc.
                     (formerly Barrington Laboratories, Inc.)
                          (a Development Stage Company)
                           Consolidated Balance Sheet
                           (Expressed in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>

Consolidated Balance Sheet (Expressed in US Dollars)(Unaudited)

                                                                  September 30,
                                                                       2002
                                                                  -------------
<S>                                                               <C>
Assets

Current assets:
   Cash and equivalents                                           $           -
   Receivables                                                            3,992
   Prepaid consulting fees                                              291,499
   Prepaid expenses                                                     116,104
                                                                  -------------
     Total current assets                                               411,595

Property and equipment, net                                             233,640
Software development costs, net                                         701,974
                                                                  -------------
                                                                  $   1,347,209
                                                                  =============
Liabilities and Stockholders' (Deficit)

Current liabilities:
   Bank overdraft                                                 $       4,555
   Line of credit                                                       186,477
   Loan payable - related party                                         451,995
   Accounts payable                                                     307,047
   Accrued liabilities                                                  454,488
                                                                  -------------
     Total current liabilities                                        1,404,562
                                                                  -------------

Commitments                                                                   -
                                                                  -------------

Stockholders' (Deficit):
   Common stock, $0.001 par value, 200,000,000 shares
     authorized, 30,650,700 shares issued and outstanding                30,651
   Additional paid-in capital                                         3,033,042
   Stock subscriptions receivable                                      (120,000)
   (Deficit) accumulated during development stage                    (2,997,617)
   Accumulated other comprehensive income-
     foreign exchange translation losses                                 (3,429)
                                                                  --------------
                                                                        (57,353)
                                                                  --------------
                                                                  $   1,347,209
                                                                  =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>
                         Moderngroove Entertainment, Inc.
                     (formerly Barrington Laboratories, Inc.)
                          (a Development Stage Company)
                      Consolidated Statements of Operations
      for the three months and nine months ended September 30, 2002 and 2001
      and for the period September 20, 1999 (Inception) to September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

Consolidated Statements of Operations (Unaudited)

                                                                  September 20,
                       Three Months Ending    Nine Months Ending       1999
                          September 30,       September 30,       (inception) to
                      ---------------------  -------------------- September 30,
                         2002       2001       2002       2001        2002
                      ---------- ----------  --------- ----------  ------------
<S>                   <C>        <C>         <C>       <C>         <C>
                                                                   (cumulative)
Revenue               $        - $        -  $       - $        -  $           -
                      ---------- ----------  --------- ----------  ------------

Costs of services
and operating expenses:
   Advertising and
     promotion                 -    197,214          -    208,149       243,494
   Contractor fees             -          -          -     90,806       342,509
   Depreciation and
     amortization              -     44,047          -     86,311       307,049
   Research and
     development               -          -          -     40,533       376,136
   General and
     administrative            -    162,957          -    542,501     1,714,358
                      ---------- ----------  --------- ----------  ------------
                               -    404,218          -    968,300     2,983,546
                      ---------- ----------  --------- ----------  ------------

Other (expenses):
   Interest expense            -     (9,554)         -     (9,554)       (9,554)
                      ---------- ----------- --------- ----------- -------------
                               -     (9,554)         -     (9,554)       (9,554)

Net (loss)            $        - $ (413,772) $       - $ (977,854) $ (2,993,100)
                      ========== =========== ========= =========== =============
Weighted
 average
   number of
   common shares
   outstanding -
   basic and fully
   diluted            30,650,700 30,290,144  30,650,700 30,471,418
                      ========== ==========  ========== ==========

Net (loss) per share -
   basic and fully
   diluted            $        - $    (0.01) $        - $    (0.03)
                      ========== =========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                        7

<PAGE>
                         Moderngroove Entertainment, Inc.
                     (formerly Barrington Laboratories, Inc.)
                          (a Development Stage Company)
                      Consolidated Statement of Cash Flows
              for the nine months ended September 30, 2002 and 2001
      and for the period September 20, 1999 (Inception) to September 30, 2002
                            (Expressed in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>

Consolidated Statement of Cash Flows (Unaudited)

                                                                September 20,
                                       Nine Months Ended             1999
                                          September 30,         (inception) to
                                     ----------------------     September 30,
                                       2002          2001            2002
                                     ---------   ----------   -----------------
<S>                                  <C>         <C>          <C>
                                                                   (cumulative)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                           $       -   $ (977,854)  $      (2,997,617)
Depreciation and amortization expense        -       86,311             307,049
Shares issued for consulting services        -      194,334             583,000
Adjustments to reconcile net (loss) to
   net cash (used) by operating
     activities:
     (Increase) decrease in
       receivables                           -        5,312              (3,992)
     (Increase) decrease in prepaid
       expenses                              -     (112,351)           (116,104)
     Increase (decrease) in accounts
       payable                               -      280,646             307,047
     Increase (decrease) in other
       accrued liabilities                   -      414,601             454,488
                                     ---------   ----------   -----------------
Net cash (used) by operating
   activities                                -     (109,001)         (1,466,129)
                                     =========   ===========  ==================
CASH FLOWS FROM INVESTING ACTIVITIES
   Cash acquired upon reverse
     acquisition                             -       18,923              18,923
   Purchase of fixed assets                  -      (12,436)           (606,854)
   Software development costs                -     (492,207)           (701,974)
                                     ---------   -----------  ------------------
Net cash (used) by investing activities      -     (485,720)         (1,289,905)
                                     ---------   -----------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                  -            -             250,000
   Contributions by stockholder              -            -           1,864,195
   Bank overdraft                            -      (49,579)              4,555
   Line of credit                            -      298,660             186,477
   Loan payable - related party              -      249,026             451,995
                                     ---------   ----------   -----------------
Net cash provided by financing activities    -      498,107           2,757,222
                                     ---------   ----------   -----------------

Net (decrease) increase in cash              -      (96,614)              1,188
Foreign exchange effect on cash              -       (1,281)             (1,188)
Cash - beginning                             -      100,155                   -
                                     ---------   ----------   -----------------
Cash - ending                        $       -   $    2,260   $               -
                                     =========   ==========   =================
Supplemental disclosures:
   Interest paid                     $       -   $        -   $               -
                                     =========   ==========   =================
   Income taxes paid                 $       -   $        -   $               -
                                     =========   ==========   =================
   Non-cash transactions:
     Shares issued for prepaid
      consulting services less
      $194,334 charged to expense
      during the period              $       -   $  388,666   $         291,499
                                     =========   ==========   =================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                        8

<PAGE>
-------------------------------------------------------------------------------
                                               Moderngroove Entertainment, Inc.
                                       (formerly Barrington Laboratories, Inc.)
                                                  (A development stage company)
                                     Notes to Consolidated Financial Statements
                                                      (Expressed in US Dollars)
September 30, 2002
-------------------------------------------------------------------------------

Basis of Presentation and Ability to Continue as a Going Concern

The  consolidated  interim  financial  statements included herein, presented in
accordance  with United States generally  accepted  accounting  principles  and
stated in US  dollars,  have  been  prepared  by  the  Company,  without audit,
pursuant   to  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission.   Certain information and footnote disclosures normally included in
financial statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed   or  omitted  pursuant  to  such  rules  and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These  statements  reflect  all adjustments,  consisting  of  normal  recurring
adjustments,  which, in the opinion  of  management,  are  necessary  for  fair
presentation of  the information contained therein.  It is suggested that these
consolidated interim  financial  statements  be  read  in  conjunction with the
financial   statements   of   the   Company  and  Modern  Groove  Entertainment
International, Inc. for the year ended  December  31,  2001  and  notes thereto
included in the Company's 10-KSB annual report.  The Company follows  the  same
accounting policies in the preparation of interim reports.

Results  of  operations  for  the  interim periods are not indicative of annual
results.

These consolidated financial statements  have  been prepared in accordance with
generally accepted accounting principles applicable  to  a  going concern which
contemplates the realization of assets and the satisfaction of  liabilities and
commitments  in  the normal course of business. As at September 30,  2002,  the
Company has not recognized revenue to date and has accumulated operating losses
of  approximately $2.8  million  since  inception.  The  Company's  ability  to
continue  as  a  going  concern is contingent upon the successful completion of
additional  financing  arrangements,   the   development   of  its  interactive
entertainment  products,  and  its  ability to achieve and maintain  profitable
operations.  Management plans to raise  equity capital to finance the operating
and capital requirements of the Company.  It is management's intention to raise
new equity financing.  Amounts raised will  be  used for further development of
the Company's products, to provide financing for  marketing  and  promotion, to
secure  additional  property  and  equipment,  and  for  other  working capital
purposes.  While the Company is expending its best efforts to achieve the above
plans,  there is no assurance that any such activity will generate  funds  that
will be available for operations.

These conditions  raise  substantial  doubt  about  the  Company's  ability  to
continue  as  a  going  concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.


Bankruptcy Proceedings

On April 12, 2002, the Canadian  Imperial  Bank of Commerce, Vancouver, British
Columbia filed against ModernGroove Entertainment,  Inc.,  a  petition with the
Supreme  Court  of  British  Columbia  to be adjudged bankrupt, under  Canadian
Bankruptcy Code, British Columbia, Bankruptcy  Division, Department of Consumer
and  Corporate  Affairs, designated with the Vancouver  Registry  as  Case  No.
225054VA02.   They  state  in  their  Bankruptcy  Petition  that  "Moderngroove
Entertainment,  Inc.,  is  justly  and  truly  indebted  to  us  in  the sum of
$304,482.40 together with interest calculated form February 8, 2002 and costs."
The  Canadian  corporation  has  ceased operations in Canada.  The U.S. Company
will continue to operate in its ordinary course of business, as it has no debt.
The Company will prepare a plan of reorganization.


                                     9

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Moderngroove is a Nevada corporation with business offices in Vancouver,
British Columbia.  It carried on business through the British Columbia
subsidiary of its wholly-owned subsidiary, Modern Groove Entertainment
Inc., a Nevada corporation which maintained offices in Vancouver, BC.
The Company was formed in Nevada on August 6, 1998 under the name Barrington
Laboratories, Inc.  On January 2, 2001, the Company acquired all the issued
and outstanding shares of Modern Groove Entertainment International, Inc.
("International").  In connection with the acquisition, the Company changed
its corporate name to Moderngroove Entertainment Inc.  The acquisition was
completed by share exchange reorganization whereby we acquired all the issued
and outstanding shares of International in exchange for the issuance of 26
million shares of our common stock.  Moderngroove carried on operations
through its British Columbia subsidiary, Modern Groove Entertainment Inc.

ModernGroove Entertainment, Inc. currently has no revenues from operations.
The company's original business strategy was focused on developing videogames
for next-generation videogame consoles, such as the Sony PlayStation 2.

Based on adverse market conditions and the cost to develop software programs,
the Company ran out of money and the former management did not focus on
completing its original business plan.  The Company is currently assessing
various options and other business strategies.

On April 12, 2002, the Canadian Imperial Bank of Commerce, Vancouver, British
Columbia filed against ModernGroove Entertainment, Inc., a petition with the
Supreme Court of British Columbia to be adjudged bankrupt, under Canadian
Bankruptcy Code, British Columbia, Bankruptcy Division, Department of
Consumer and Corporate Affairs, designated with the Vancouver Registry as Case
No. 225054VA02.  They state in their Bankruptcy Petition that "Moderngroove
Entertainment, Inc., is justly and truly indebted to us in the sum of
$304,482.40 together with interest calculated form February 8, 2002 and costs."
The Canadian corporation has ceased operations in Canada.  The U.S. Company
will continue to operate in its ordinary course of business as it has no debt.
The Canadian Division plans to prepare a plan of reorganization.

Management currently believes the Company needs to identify and complete an
acquisition, merger or other transaction that will enhance shareholder value.
The Company's President is investigating potential business opportunities,
as authorized by the Board of Directors.  The Board has placed no limitations
on the type of business or industry to consider.  Currently, MODG has no
plans, agreements, arrangements or understandings, written or oral, with
respect to any acquisition, merger or similar transaction.  No assurances can
be given as to MODG's ability to identify and complete a transaction by any
given date or as to the nature of the business or profitability of the company
if a transaction is completed.  A proposed transaction could be subject to
significant regulatory, business, financing and other contingencies and might
require shareholder and other approvals.


                                       10
<PAGE>


The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each of
which must be considered in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of development,
and particularly by such companies entering new and rapidly developing
markets.  The Company's prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
in their early stages of development.  Such risks include, without imitation,
the lack of broad acceptance of the company's products and the inability of
the Company to generate revenues, the company's inability to anticipate and
adapt to a developing market, the failure of the company's infrastructure,
changes in laws that adversely affect the company's business, the ability
of the Company to manage its operations, including the amount and timing of
capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources,
the inability of the Company to attract, retain and motivate qualified
personnel and general economic conditions.


Going Concern - As at Sept. 30, 2002, the Company has not recognized revenue
to date and has accumulated operating losses of approximately $2,993,100 since
inception.  The Company's ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations.  Management plans to
raise equity capital to finance the operating and capital requirements of the
Company.  There is no assurance that any such activity initiated by the Company
will generate funds that will be available for operations.  These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.

The Company had no dilutive common stock equivalents such as stock options or
warrants as of September 30, 2002.


Results of Operations
---------------------

The following is a limited discussion of the results of operations for the
nine months ended September 30, 2002 as the company is currently inactive.  As
a developmental stage Company, the Company has yet to generate any revenues.
In addition, the Company does not expect to generate any revenues in the
foreseeable future.  During the nine month period ended, September 30, 2002,
the Company had no revenues nor expenses, this compares to no revenues and
$977,854 in expenses for the same period last year.  The Company has an
accumulated net loss of $2,993,100 since its inception on September 20, 1999.
As stated, during the Third Quarter of this calendar year the Company has
been inactive.  Miscellaneous expenses to keep the Company active were
covered by the President of the Company, who does not expect reimbursement
for said expenses.  The Company does not have any material commitments for
capital expenditures.


                                    11
<PAGE>

Plan of Operation
-----------------

Without any operating business or material assets, the Company will remain
inactive until such time as management identifies strategic opportunities,
finds additional funding, completes an acquisition of, or merger with an
operating company.  No assurances can be given as to Company's ability to
identify and complete a transaction by any given date or as to the nature of
the business or profitability of the company if a transaction is completed.
A proposed transaction could be subject to significant regulatory, business,
financing and other contingencies and might require shareholder and other
approvals.

Liquidity and Capital Resources
-------------------------------

At September 30, 2002, the Company had no working capital.  It is currently
solely dependent on its president who advanced the Company funding during its
software development stage.

The Company believes that any available cash or available borrowings which
may be available or obtained through credit facility or from individuals, may
not be sufficient to meet operating needs and capital expenditure requirements
in the immediate future.

Going forward, significant cash flow will be needed to pay the restructuring
costs to implement any proposed business plan and to fund losses until the
Company can become profitable.  While there is no assurance that funding will
be available to execute any proposed plan, the Company is continuing to seek
financing to support its turnaround efforts.

The Company's independent public accountants have included a "going concern"
emphasis paragraph in financial statements (See "Basis of Presentation and
ability to Continue as a Going Concern").  The paragraph states "the Company
has not recognized revenue to date and has accumulated operating losses of
approximately $2.8 million since inception.  The Company's ability to continue
as a going concern is contingent upon the successful completion of additional
financing arrangements, the development of its interactive entertainment
products, and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company.  It is management's intention to raise new equity
financing.  Amounts raised will be used for further development of the Company's
products, to provide financing for marketing  and  promotion, to secure
additional property and equipment, and for other working capital purposes.
While the Company is expending its best efforts to achieve the above plans,
there is no assurance that any such activity will generate funds that will be
available for operations."

Existing cash flow is not expected to be sufficient to cover liquidity
requirements after September 30, 2002, and the Company is currently does not
have adequate funds to operate its business.  There can be no assurance that
any long-term restructuring alternative can be successfully initiated or
implemented during this calendar year.



                                     12
<PAGE>


Market For Company's Common Stock
---------------------------------

Until September 14, 1999, there was no public trading market for the
Company's stock.  On that day the Company's common stock was cleared for
trading on the OTC Bulletin Board system under the symbol BRRT.  At the
Company's annual shareholder meeting on December 18, 2000, the shareholders
approved a name change for the Company to Moderngroove Entertainment, Inc.,
and the Company subsequently changed its name and trading symbol to: MODG.
A limited market exists for the trading of the Company's common stock.

Dividend Policy
---------------

The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature

thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances.  However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors,
most of which are beyond the control of the Company.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations.  The Company assumes no obligations to update any such forward-
looking statements.

                                     13


<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

On April 12, 2002, the Canadian Imperial Bank of Commerce, Vancouver, British
Columbia filed against ModernGroove Entertainment, Inc., a petition with the
Supreme Court of British Columbia to be adjudged bankrupt, under Canadian
Bankruptcy Code, British Columbia, Bankruptcy Division.  They state in their
Bankruptcy Petition that "Moderngroove Entertainment, Inc., is justly and
truly indebted to us in the sum of $304,482.40 together with interest
calculated form February 8, 2002 and costs."

The Company from time to time may be involved in litigation incident to the
conduct of its business.  Certain litigation with third parties and
present and former shareholders of the Company are routine and incidental.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

On April 12, 2002, the Canadian Imperial Bank of Commerce, Vancouver, British
Columbia filed against ModernGroove Entertainment, Inc., a petition with the
Supreme Court of British Columbia to be adjudged bankrupt, under Canadian
Bankruptcy Code, British Columbia, Bankruptcy Division, Department of
Consumer and Corporate Affairs, designated with the Vancouver Registry as Case
No. 225054VA02.  They state in their Bankruptcy Petition that "Moderngroove
Entertainment, Inc., is justly and truly indebted to us in the sum of
$304,482.40 together with interest calculated form February 8, 2002 and
costs."  The Canadian corporation has ceased operations in Canada.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended September 30, 2002, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

On April 19, 2002, shareholders representing in excess of fifty-one (51)
percent of the common stock voted to remove Mr. John Stroppa, as President
and Director of the Company.  He was removed due to his failure to follow
the company's original business plan, which was prepared and presented by
John Stroppa to individuals who invested funds in the Company with the belief
the business plan would be executed.  The special shareholder meeting was
organized by Mr. Arthur W. Skagen, solicitor, shareholder and largest
unsecured creditor to the Company.  Additionally, under Nevada law, NRS
78.335(5) the shareholders voted to fill the Director vacancy with Mr.
Arthur W. Skagen.  He will hold office for the unexpired term of his
predecessor and/or until his successor is elected and qualified.


                                      14
<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

The following documents are included or incorporated by reference as Exhibits
to this report:

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  -------------------------------------------------------------------

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company Filed August 6, 1998(1)

  3.2    By-Laws of the Company adopted September 23, 1998(1)

  3.3    Amendment to Articles of Incorporation Filed December 18, 2000(3)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

  4.1    Facsimile of specimen common stock certificate (2)

(13)     Annual or Quarterly Reports - Form 10-Q, incorporated herein by
         reference.

----------

(1)  Previously filed as an exhibit to our registration statement on Form
     10-SB (the "Registration Statement"), which was filed on May 14, 1999,
     and incorporated herein by reference.

(2)  Previously filed as an exhibit to our annual report on Form 10KSB,
     which was filed on March 8, 2000, and incorporated herein by reference.

(3)  Previously filed as an exhibit to our amended annual report on
     Form 10KSB/A, which was filed on April 10, 2001, and incorporated
     herein by reference.

(b)  REPORTS ON FORM 8-K

Moderngroove filed a Current Report dated April 12, 2002, on Form 8-K
containing information pursuant to Item 1 ("Changes in Control of Registrant")
entitled, "Change of officers;" Item 3 ("Bankruptcy or Receivership"); Item 6
("Resignations of Registrant's Directors"), entitled "Newly appointed director
to fill vacancy"; and Item 7 ("Canadian Bankruptcy Petition and Notice of
Hearing of Petition.")


                                      15

<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Date:    November 11, 2002           Moderngroove Entertainment, Inc.
                                     --------------------------------
                                               Registrant

                                     By:  /s/ Arthur W. Skagen
                                          -----------------------
                                          Arthur W. Skagen
                                          President/Secretary


                                     16

<PAGE>