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 March 31, 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.)


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

                                 (972) 726-9203
                          ----------------------------
                           (Issuer's telephone number)

             14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75254
        ----------------------------------------------------------------
                 (Former address of principal executive office)

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

As of May 08, 2002, 74,399,493 shares of Common Stock were outstanding.

<PAGE>
<TABLE>
<CAPTION>

                          PARALLAX ENTERTAINMENT, INC.
                                 BALANCE SHEETS


                                         Assets                     March 31,    December 31,
                                                                       2002            2001
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Current assets:
      Cash                                                        $      2,135    $      1,002
      Accounts receivable, trade                                          --               900
      Receivables from related parties                                  57,506         106,908
      Advances to bands, less allowance                                 61,586          39,975
      Other current assets                                              12,117          17,385
                                                                  ------------    ------------
           Total current assets                                        133,344         166,170
                                                                  ------------    ------------

Furniture and equipment, net                                             5,687           6,582
                                                                  ------------    ------------

Deposits                                                                 1,327           1,317
                                                                  ------------    ------------
                                                                  $    140,358    $    174,069
                                                                  ============    ============

                 Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
      Accounts payable and accrued expenses                       $    108,786    $    110,894
      Notes payable                                                      8,500           8,500
      Convertible notes payable                                         28,500          28,500
                                                                  ------------    ------------
           Total current liabilities                                   145,786         147,894

Note payable to affiliate                                               35,000          25,000

Commitments and contingencies                                             --              --

Stockholders' equity (deficit):
      Common stock, $.01 par value, 200,000,000 shares
           authorized, 69,196,011 and 61,905,940 shares
           issued and outstanding, respectively                        691,960         619,059
      Additional paid-in capital                                     3,959,111       3,577,052
      Accumulated deficit                                           (4,691,499)     (4,194,936)
                                                                  ------------    ------------
           Total stockholders' equity (deficit)                        (40,428)          1,175
                                                                  ------------    ------------
                                                                  $    140,358    $    174,069
                                                                  ============    ============
</TABLE>



                See accompanying notes to financial statements.

                                      2

<PAGE>

                          PARALLAX ENTERTAINMENT, INC.
                            STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2002 and 2001



                                                        2002            2001
                                                   ------------    ------------


Revenues                                           $      4,300    $      1,055
                                                   ------------    ------------

Expenses
      Cost of sales                                       6,300              77
      Recording costs                                     6,955           2,573
      Selling, general and administrative               485,943          76,209
                                                   ------------    ------------
           Total expenses                               499,198          78,859
                                                   ------------    ------------

           Loss from operations                        (494,898)        (77,804)

Interest expense                                         (1,665)         (1,701)
                                                   ------------    ------------


      Net loss                                     $   (496,563)   $    (79,505)
                                                   ============    ============


Basic loss per common share                        $      (0.01)   $      (0.00)
                                                   ============    ============

Weighted average number of
      common shares outstanding                      66,254,285      19,784,333
                                                   ============    ============





                See accompanying notes to financial statements.

                                       3


<PAGE>
<TABLE>
<CAPTION>

                          PARALLAX ENTERTAINMENT, INC.
                            STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2002 and 2001


                                                                         2002         2001
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
Cash flows from operating activities:
      Net loss                                                         $(496,563)   $ (79,505)
      Adjustments to reconcile net loss to net
         cash used by operating activities:
          Depreciation                                                     1,000        1,200
          Stock issued for services                                      444,960         --
          Changes in assets and liabilities:
             Accounts receivable                                          28,691      (31,411)
             Other current assets                                          5,258      (26,439)
             Deposits                                                       --         (9,500)
             Accounts payable and accrued expenses                        (2,108)      (2,908)
                                                                       ---------    ---------
                 Net cash used by operating activities                   (18,762)    (148,563)
                                                                       ---------    ---------

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

Cash flows from financing activities:
      Proceeds from issuance of common stock                              10,000      285,000
      Payments on payable to principal stockholder                          --        (13,060)
      Payments on convertible notes                                         --         (2,000)
      Proceeds from note payable, affiliate                               10,000         --
                                                                       ---------    ---------
                 Net cash provided by financing activities                20,000      269,940
                                                                       ---------    ---------

Net change in cash and temporary investments and cash at end of year       1,133      121,272

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

Cash at end of period                                                  $   2,135    $ 121,272
                                                                       =========    =========

Supplemental disclosures of cash flow information:

      Interest paid                                                    $    --      $    --
                                                                       =========    =========
</TABLE>




                See accompanying notes to financial statements.

                                       4
<PAGE>

1. BASIS OF PRESENTATION

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


                                       5
<PAGE>

Item 2.
-------

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

     From Parallax's inception through March 31, 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:

                    Three-Months Ended                  Twelve-Months Ended
                         March 31,                           December 31,

                    2002           2001                   2001         2000


Revenues         $  4,300        $ 1,055             $    28,649     $ 31,430
--------

Loss            ($496,563)      ($79,505)            ($3,308,724)   ($597,527)
----



     As of December 31, 2001,  Parallax  had a working  capital  deficit of over
$18,000.  We have raised cash through the sale of private stock, and as of March
31, 2002, we still had a deficit of approximately $12,000 in working capital. We
are barely  able to cover our  expenses  from month to month . We still have not
generated any significant  revenues and unless we do so we will again run out of
cash.  It is  doubtful  that we will be able to  continue  to raise  capital  by
selling  our  stock to  investors  if we do not  begin to  generate  substantial
revenues  from the sale of our artists'  records and products.  Our  significant
operating losses, working capital deficits and accumulated  stockholders' equity
deficits  raise  substantial  doubt  about our  ability to  continue  as a going
concern.

     We have not had any  material  changes in our  revenue  streams  during the
reporting periods. SG&A expenses increased from $76,209 during the period ending
March 31, 2001 to $485,943 during the current reporting period largely due to
expenses related to stock issued to obtain consulting services and contract
labor services necessary for the growth of the Company.

                                       6
<PAGE>

     We have incurred  losses  primarily  because we have  generated very little
revenue  from  record  sales  or any  other  source  to cover  normal  operation
expenses. In order to address the causes underlying the losses, as an additional
potential  form of revenue,  Parallax  may  license to third  parties the master
recordings  and   compositions  it  owns.  In  addition,   Parallax  intends  to
differentiate  itself in order to effectively  compete with those labels,  which
seek  only to  license  or sell  rights to the  major  labels by  manufacturing,
distributing  and promoting  products at the retail level.  Parallax  intends to
utilize radio promotion, in store point of purchase vehicles,  radio advertising
and industry media to promote its artists. Parallax anticipates selling products
at live concert venues and to utilize  independent record promoters to assist in
obtaining  radio air play in major  markets to increase  product  awareness  and
sales.  Additionally,  Parallax  intends to work with  distributors to implement
promotions at retail sites to increase product sales.

     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. At present, Parallax is not in default
or in breach of any lease or any other  obligation or  indebtedness,  except for
$28,500 in 18% senior secured  convertible  notes that are past due and interest
has not been paid.  However,  Parallax has not  received any default  letters or
other communications from the holders of the past due notes. At present, we have
$44,946 of trade  payables that have not been paid within the stated trade term.
Parallax  is not  presently  subject  to any  unsatisfied  judgments,  liens  or
settlement obligations.

     If  we  are  unable  to  raise  sufficient  working  capital  of  at  least
$1,500,000, Parallax may reduce its planned operations and implement its further
development  at a reduced  scale and a lesser pace,  resulting in smaller  sales
volumes than currently  planned.  There can be no assurance that we will be able
to raise additional funds on favorable terms, if at all.

     Once the Company  begins to generate  profits  from the release and sale of
completed  CDs  and   merchandise,   management   is  confident   that  Parallax
Entertainment  will be able to meet  its  minimum  operating  requirements.  The
Company then  anticipates  having funds available for the acquisition of further
artist contracts that it can then develop on an on-going basis.


                                       7
<PAGE>

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



                                     PART II
                                OTHER INFORMATION

Item 2.

RECENT SALES OF UNREGISTERED SECURITIES

During  the period  beginning  January  1, 2002 and  ending  March 31,  2002 the
Company issued  7,290,071  shares of common stock for financing  purposes and as
payment in lieu of cash for services as set forth  below.  No shares were issued
to officers or directors of the Company.

On January 4, 2002,  the Board of  Directors  approved a  resolution  and issued
2,500,000  shares of the Company's Common stock to Ryan Reynolds in lieu of cash
for  consulting  services.  The  shares  were  unregistered  and  issued  with a
restrictive legend under Rule 144 of the Securities and Exchange Act of 1934.

On February 13, 2002,  the Board of Directors  approved a resolution  and issued
500,000 shares of the Company's Common stock to Ballad Enterprises, Inc. in lieu
of cash for consulting services.  The shares were unregistered and issued with a
restrictive legend under Rule 144 of the Securities and Exchange Act of 1934.


                                       8
<PAGE>

On February 22, 2002,  the Board of Directors  approved a resolution  and issued
250,000  shares of the  Company's  Common stock to Matt Lineback in lieu of cash
for  consulting   services  and   transportation   expenses.   The  shares  were
unregistered  and  issued  with  a  restrictive  legend  under  Rule  144 of the
Securities  and Exchange Act of 1934. On March 20, 2002,  the Board of Directors
approved a resolution for a private placement of the Company's Common Stock. The
stock was sold at a 50 %  discount  to the  closing  bid price on the day of the
sale.  The  following  is a list of  securities  sold for cash during the period
covered by this Form 10-QSB.

                       Date:         Close:        Amount:           Shares:

Don Polluck            3/20/02        .07          $1000.00          28,571

Eugene Wiedmeyer       3/20/02        .07          $1500.00          42,857

Claude Parkins         3/21/02        .05          $5000.00          200,000

Thomas Walthall        3/22/02        .06          $1000.00          33,333

Mark Anderson          3/28/02        .06          $1500.00          50,000

Marshall Hinkley       4/2/02         .06          $1500.00          50,000

Jerry Millet           4/2/02         .06          $12,500.00        416,667

Dale Birch             4/3/02         .07          $10,000.00        285,715


--------------------------------------------------------------------------------

                                                                     1,107,143


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



Item 3.
-------

DEFAULTS UPON SENIOR SECURITIES.

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


                                       9
<PAGE>

Item 5.
-------

OTHER INFORMATION.


     On April 2, 2002,  the Board of Directors  approved a  resolution  to enter
into a consulting  agreement  with AESOP  Financial  Corporation  for  3,038,490
shares of the Company's Common stock.

     On April 2, 2002,  the Board of Directors  approved a  resolution  to enter
into a consulting  agreement with Duane Street Group,  LLC for 337,610 shares of
the Company's Common stock.



Item 6.
-------

EXHIBITS
     None

REPORTS  ON FORM 8-K
     None.



                                   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: May 20, 2002                                  By: /s/ Gust Kepler
                                                    ----------------------------
                                                    Gust Kepler
                                                    President and CEO