U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2011   ̈TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
______________ to ______________  Commission File Number: 000-54115  PARALLAX DIAGNOSTICS, INC. (Exact name of registrant as
specified in its charter)  Nevada
 
 27-2332860(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  2 Canal Park, 5th Floor Cambridge, MA 02141 
 (Address of principal executive offices)  (617) 209-7999 
 (Registrant’s telephone number, including
area code) 
 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 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. YesxNo ̈  Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).Yes ̈No ̈  Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):  Large
  Accelerated
  Filer ̈
 
 Accelerated
  Filer ̈Non-accelerated
  Filer ̈
 
 Smaller
  Reporting Companyx
  Check whether the
issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈Nox  As of May 16, 2011, there were28,000,000shares of common stock, par value $0.0001, issued and
outstanding.


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PARALLAX DIAGNOSTICS, INC. FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Financial Statements
 
 3Item 2 Management’s Discussion and
  Analysis of Financial Condition and Results of Operations
 
 9Item 3 Quantitative and Qualitative
  Disclosures About Market Risk
 
 10Item 4 Controls and Procedures
 
 10PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 11Item 1A Risk Factors
 
 11Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 11Item 3 Defaults Upon Senior
  Securities
 
 11Item 4 Removed and Reserved
 
 11Item 5 Other Information
 
 11Item 6 Exhibits
 
 11SIGNATURES
 
 12
  2


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PART I---FINANCIAL INFORMATION  Item 1. Financial
Statements.   PARALLAX DIAGNOSTICS, INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETSMarch 31,
 
 
 December 31,2011
 
 2010ASSETSCurrent AssetsCash
 $
 3,761
 
 $
 3,600Total Current Assets
 $
 3,761
 
 $
 3,600Other AssetsIntantible Assets, net of amortization
 
 1,449,996
 
 
 -Total Other Assets
 
 1,449,996
 
 
 -TOTAL ASSETS
 $
 1,453,757
 
 $
 3,600LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current LiabilitiesAccounts payable and accrued expenses
 $
 33,488
 
 $
 26,402Total Current Liabilities
 $
 33,488
 
 $
 26,402Related party
  loans (Note 3)
 $
 1,596,019
 
 $
 1,450Total Liabilities
 $
 1,629,507
 
 $
 27,852STOCKHOLDERS'
  (DEFICIT)Preferred Stock, $0.0001 par value, 100,000,000 sharesauthorized, none issued and outstanding
 $
 -
 
 $
 -Common stock, $0.0001 par value, 400,000,000 sharesauthorized ,  28,000,000 and 35,000,000 issued and   outstandingas of March 31, 2011 and December 31, 2010, respectively
 $
 2,800
 
 
 3,500Additional paid in capital
 
 44,453
 
 
 -(Deficit)
  accumulated during the development stage
 
 (223,003)
 
 
 (27,752)Total Stockholders' (Deficit)
 $
 (175,750)
 
 $
 (24,252)TOTAL
  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
 $
 1,453,757
 
 $
 3,600
  3


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PARALLAX DIAGNOSTICS, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONSCumulativeFrom 04/12/2010For the 3 months ended
 
 (Inception) to03/31/2011
 
 03/31/2010
 
 03/31/2011General and
  administrative expenses
 $
 96,987
 
 $
 -
 
 $
 124,739Operating
  (loss)
 $
 (96,987)
 
 $
 -
 
 $
 (124,739)Other ExpensesAmortization of Stock Options
 $
 98,265
 
 $
 -
 
 $
 98,265Total Other Expenses
 $
 98,265
 
 $
 -
 
 $
 98,265Provision for
  income taxes
 $
 -
 
 $
 -
 
 $
 -Net (loss)
 $
 (195,252)
 
 $
 -
 
 $
 (223,004)Net (loss) per
  common share - basic and diluted
 $
 (0)
 
 $
 -
 
 $
 (0)Weighted
  average common shares outstanding -
   basic and diluted
 
 28,777,778
 
 
 -
 
 
 35,000,000
     PARALLAX DIAGNOSTICS, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWSCumulativeFrom 04/12/2010For the 3 months ended
 
 (Inception) to03/31/2011
 
 03/31/2010
 
 03/31/2011Cash Flow from
  operations
 $
 (195,252)
 
 $
 -
 
 $
 (223,004)Net lossAdjustments to
  reconcile net (loss) to net cash (used in)
 
 -
 
 
 -
 
 
 -operating
  activitiesChanges in operating assets and liabilitiesIncrease in accounts payable and accrued expenses
 
 7,086
 
 
 -
 
 
 33,488Net cash (used in) operating activities
 $
 (188,166)
 
 
 -
 
 
 (189,516)Cash Flow from
  investing  activities:
 
 -
 
 
 -
 
 
 -(Increase) in Intangible Assets
 
 (1,449,996)
 
 
 -
 
 
 (1,449,996)$
 (1,449,996)
 
 
 -
 
 
 (1,449,996)Cash Flow from
  financing activities:Proceeds from related party loans
 $
 1,594,569
 
 
 -
 
 
 1,594,569(Decrease) in Deferred Compensation
 
 (182,985)
 
 
 
 
 
 (182,985)(Decrease) in Capital Stock due to Merger
 
 (700)
 
 
 -
 
 
 (700)Increase in Additional Paid In Capital due to Merger
 
 227,439
 
 
 
 
 
 227,439Net cash
  provide by financing activities
 $
 1,638,323
 
 
 -
 
 
 1,638,323Increase in
  cash
 $
 161
 
 
 -
 
 
 (1,189)Cash -
  beginning of period
 
 -
 
 
 -
 
 
 -Cash - end of
  period
 $
 161
 
 $
 -
 
 $
 3,600NONCASH
  ACTIVITIES
 $
 -
 
 $
 -
 
 $
 -SUPPLEMENTAL
  DISCLOSURES OF CASH FLOW INFORMATIONInterest paid
 $
 -
 
 $
 -
 
 $
 -Income taxes
  paid
 $
 -
 
 $
 -
 
 $
 -
  4


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PARALLAX DIAGNOSTICS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS  March 31, 2011  NOTE 1.
OVERVIEW  Parallax Diagnostics, Inc.(the “Company”) was incorporated on
April 12, 2010 in the state of Nevada.  The Company was formed to serve as
a vehicle to effect an asset acquisition, merger, exchange of capital stock or
other business combination with a domestic or foreign business.  On January 11, 2011 (the “Closing Date”), the Company entered into
and closed a share exchange agreement (the “Share Exchange Agreement”) with
Amersey Investments, LLC (“Amersey”), Parallax Diagnostics, Inc., a Delaware
corporation (“Parallax”) and its sole shareholder, Montecito Bio Sciences, Ltd.
(“Montecito”). On the Closing Date, pursuant to the terms and conditions of the
Share Exchange Agreement, (i) the Company acquired 100% of the issued and
outstanding shares of common stock of Parallax in exchange for the issuance of
21,000,000 shares of our common stock, par value $0.0001 and (ii) Parallax
merged with and into the Company whereupon the Company continued as the
surviving entity and the corporate existence of Parallax ceased (the
“Merger”).  Additionally, as further consideration for the share exchange and
Merger and in accordance with the Shares Exchange Agreement, Amersey cancelled
to treasury 28,000,000 shares of the Company’s common stock.  As a result of the transactions effected by the Share Exchange
Agreement, (i) the former business of Parallax is now the Company’s sole
business and (ii) there is a change of control whereby the former shareholder
of Parallax, Montecito, will now own a controlling 75% ownership interest in
the Company.  The Company intends to change its name to “Parallax Diagnostics,
Inc.”  As a further condition of the Share Exchange Agreement, the
current officers and directors of the Company resigned and J. Michael Redmond
was appointed to serve as a Director and also as the CEO and President of the
Company.  Additionally, Mr. Norman A. Kunin was appointed to serve as the
Company’s CFO, Mr. Mike Contarino was appointed to serve as the Company’s Vice
President and Dr. Roger Morris was appointed to serve as the Company’s Chief
Science Officer.  Mr. Edward W. Withrow III, Dr. Jorn Gorlach, Mr. Anand Kumar,
Mr. David Engert and Mr. E. William Withrow Jr. were appointed to serve as
Directors.  At March 31, 2011 the Company has not yet commenced any
operations.  All activity from April 12, 2010 (date of inception) through
March 31, 2011 relates to the Company’s formation and the pending registration
statement described below.  NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  This summary of significant accounting policies is presented to
assist in understanding the Company’s financial statements.  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.  Development Stage Company  The Company is a development stage company as defined by ASC
915-10-05, “Development Stage Entity”.  The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced.  All losses accumulated, since
inception, have been considered as part of the Company’s development stage
activities.
  5


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Use of Estimates  The preparation of financial statements, in conformity with
generally accepted accounting principles in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from these estimates.  Fiscal Year End  The Company has a fiscal year ending on December 31.  Cash Equivalents  The Company considers all highly liquid investments with
maturities of three months or less at the time of purchase to be cash
equivalents.  Fair Value of Financial Instruments  The carrying amounts reported in the balance sheet for cash,
accounts payable and accrued expenses approximate fair value based on the
short-term maturity of these instruments.  Income Taxes  The Company uses the asset and liability method of accounting for
income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.”
Under this method, income tax expense is recognized for the amount of:
(i) taxes payable or refundable for the current year; and,
(ii) deferred tax consequences of temporary differences resulting from
matters that have been recognized in an entity’s financial statements or tax
returns. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if, based on
the weight of available positive and negative evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.  ASC 740-10 prescribes a recognition threshold and measurement
attribute for the financial statement recognition of a tax position taken or
expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an
uncertain tax position taken or expected to be taken may be recognized only if
it is “more likely than not” that the position is sustainable upon examination,
based on its technical merits. The tax benefit of a qualifying position under
ASC 740-10 would equal the largest amount of tax benefit that is greater than
50% likely of being realized upon ultimate settlement with a taxing authority
having full knowledge of all the relevant information. A liability (including
interest and penalties, if applicable) is established to the extent a current
benefit has been recognized on a tax return for matters that are considered
contingent upon the outcome of an uncertain tax position. Related interest and
penalties, if any, are included as components of income tax expense and income
taxes payable.  Earnings (Loss) per Share  Basic earnings (loss) per share is computed by dividing net
income, or loss, by the weighted average number of shares of common stock
outstanding for the period.  Diluted earnings (loss) per share is computed
by dividing net income, or loss, by the weighted average number of shares of
both common and preferred stock outstanding for the period.  New Accounting Standards  Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
affect on the accompanying financial statements.  NOTE 3. INTANGIBLE ASSETS  Intangible assets in the amount of $1,500,000, less accumulated
amortization of $50,004 consist of the assignment to the Company of Products
and Processes valued at $750,000 and Trademarks and Patents valued at $750,000.
  6


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NOTE 4. RELATED PARTY LOANS  As at March 31, 2011, affiliates and related parties are due a
total of $1,596,019, which is comprised of $1,500,000 due as consideration for
the assignment to the Company of its Intangible Assets, $89,214 of accrued
compensation to officers of the Company and $6,805 due to related parties prior
to the Share Exchange Agreement.  NOTE 5. STOCKHOLDER’S EQUITY  The total number of authorized shares of preferred stock that may
be issued by the Company is 100,000,000 with a par value of $0.0001 per share.  As at March 31, 2011, no shares of preferred stock have been
issued.  The total number of authorized shares of common stock that may be
issued by the Company is 400,000,000 with a par value of $0.0001 per share.  On January 11, 2011, pursuant to the Share Exchange Agreement,
Amersey Investments, LLC cancelled to treasury 28,000,000 shares of the
Company's common stock.  On January 11, 2011, pursuant to the Share Exchange Agreement, the
Company acquired 100% of the issued and outstanding shares of common stock of
Parallax in exchange for the issuance of 21,000,000 shares of our common stock,
par value $0.0001 and Parallax merged with and into the Company whereupon the
Company continued as the surviving entity and the corporate existence of
Parallax ceased (the “Merger”). Concurrent with the Share Exchange Agreement,
the Company also changed its name to Parallax Diagnostics, Inc.  As at March 31, 2011 the Company has 28,000,000 common shares
issued and outstanding.  Note 6. 
EquityCompensation
PlanOn October 1, 2010 , the board of directors adopted the Company's Stock Option
Plan. The Company has reserved 3,000,000 shares of common stock for issuance
upon exercise of options granted from time to time under the stock option plan.
The stock option plan is intended to assist the Company in securing and
retaining key employees, directors and consultants by allowing them to
participate in the Company's ownership and growth through the grant of
incentive and non-qualified options. Under the stock option plan, the Company
may grant incentive stock options only to key employees and employee directors,
or the Company may grant non-qualified options to employees, officers,
directors and consultants. The stock option plan is currently administered by
the Company's board of directors. Subject to the provisions of the stock option
plan, the board will determine who shall receive options, the number of shares
of common stock that may be purchased under the options. As at March 31, 2011,
the Company has granted options to purchase 1,950,000 shares.  NOTE 7. INCOME TAX  At March 31, 2011, deferred tax assets consist of: Net operating loss carry forward                                                                                                                       (
$223,004) Start-up costs capitalized for tax
purposes                                                                                         
                     -0- Gross deferred tax
assets                                                                                                                                    
$78,051 Valuation allowance                                                                                                                                                (78,051) Net deferred tax
assets                                                                                                                             
                -0-  Realization of deferred tax assets is dependent upon sufficient
future taxable income during the period that deductible temporary differences
and net operating loss carry forwards are expected to be available to reduce
taxable income. As the achievement of required future taxable income is
uncertain, the Company recorded a full valuation allowance. The Company’s
valuation allowance increased by $ 9,713 during 2010.  The difference between the statutory tax rate of 35% and the
effective tax rate of 0% is due to the valuation allowance for deferred income
tax assets.
  7


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NOTE 8.  SUBSEQUENT EVENTS  In 2009, the FASB
ASC Topic 865 (formerly FASB 165, Subsequent Events) , which defines the period
after the balance sheet date that subsequent events should be evaluated and
provides guidance in determining if the event should be reflected in the
current financial statements.  This ASC Topic  also requires disclosure
regarding the date through which subsequent events have been evaluated.    
The Company has evaluated subsequent events through the time the March 31, 2011
financial statements were available for issuance. No events have occurred
subsequent to March 31, 2011 that require disclosure or recognition in these
financial statements.   Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operation. Forward Looking Statements Certain statements, other than purely historical
information, including estimates, projections, statements relating to our
business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934.  These forward-looking statements generally are identified by the
words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”,
“strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will
likely result”, and similar expressions.  We intend such forward-looking
statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and
we are including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking
statements.  Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles.  These risks and
uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including additional
factors that could materially affect our financial results, is included herein
and in our other filings with the SEC.  With respect to this discussion, the terms “we” “us” “our”
and the “Company” refer to Parallax Diagnostics, Inc., a Nevada corporation.  History and Background  We were incorporated in the State of Nevada on April
12, 2010.Prior to the acquisition transaction
described below, our business purpose was to seek the acquisition of or merger
with, an existing private company.  Accordingly,we were engaged in
organizational efforts in order to put us in a position where we could seek to
target and eventually acquire an existing private company. On January 11, 2011 (the “Closing Date”), we entered
into and closed a share exchange agreement (the “Share Exchange Agreement”)
with Amersey Investments, LLC (“Amersey”), Parallax Diagnostics, Inc., a
Delaware corporation (“Parallax”) and its sole shareholder, Montecito Bio
Sciences, Ltd. (“Montecito”). On the Closing Date, pursuant to the terms and
conditions of the Share Exchange Agreement, (i) we acquired 100% of the issued
and outstanding shares of common stock of Parallax in exchange for the issuance
of 21,000,000 shares of our common stock, par value $0.0001 and (ii) Parallax
merged with and into the Company whereupon the Company continued as the
surviving entity and the corporate existence of Parallax ceased (the
“Merger”).  Additionally, as further consideration for the share exchange and
Merger and in accordance with the Shares Exchange Agreement, Amersey cancelled
to treasury 28,000,000 shares of our common stock. As a result of the transactions effected
by the Share Exchange Agreement, (i) the former business of Parallax is now our
sole business and (ii)there is a change
of control whereby the former shareholder of Parallax, Montecito, will now own
a controlling 75% ownership interest in the Company.
  8


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As a further condition of
the Share Exchange Agreement, the current officers and directors of the Company
resigned and J. Michael Redmond was appointed to serve as a Director and also
as the CEO and President of the Company.  Additionally, Mr. Norman A. Kunin was
appointed to serve as the Company’s CFO, Mr. Mike Contarino was appointed to
serve as the Company’s Vice President and Dr. Roger Morris was appointed to
serve as the Company’s Chief Science Officer.  Mr. Edward W. Withrow III, Dr.
Jorn Gorlach, Mr. Anand Kumar, Mr. David Engert and Mr. E. William Withrow Jr. were
appointed to serve as Directors.  Parallax was incorporated in the State of Delaware on
December 30, 2008 under the name Roth Kline, Inc. Roth Kline, Inc. was renamed
Parallax Diagnostics, Inc. on December 29, 2010.  Parallax is a development
stage company whose principal line of business is in the bio-medical sector.  More
specifically, Parallax is focused on the exploitation of a proprietary
diagnostic and monitoring platform and processes in the area of infectious
disease.  Liquidity and Capital Resources  We are a
development stage company focused on developing our business in the bio-medical
sector.  Our principal business objective for the next twelve (12) months will
be to continue to develop our business plan in the bio-medical field. We have not earned any revenue. As of May 16, 2011, we
had cash on hand of $3,695 and current liabilities of $44,113.  We do not have
sufficient capital to operate our business and will require additional funding
to sustain operations through December 2011.  There is no assurance that we
will be able to achieve revenues sufficient to become profitable. We anticipate that we
will require a minimum of $1,500,000 to fund our continued operations for the
next twelve months. We have incurred losses since
inception and our ability to continue as a going‐concern depends upon our
ability to develop profitable operations and to continue to raise adequate
financing.  We are actively targeting sources of additional financing to
provide continuation of our operations. In order for us to meet our liabilities
as they come due and to continue our operations, we are solely dependent upon
our ability to generate such financing.  There can be no assurance that the Company
will be able to continue to raise funds, in which case we may be unable to meet
our obligations and we may cease operations.  Results
of Operations  As we are a development stage company, we have not
commenced material operations; therefore, we do not have results of operations
to report at this time. Our focus has been on the development of our business
plan.  Inflation At this time, we do not believe that inflation and
changes in price will have a material effect on operations. Off-Balance Sheet Arrangements We have no
off-balance sheet arrangements.  Item 3. Quantitative
and Qualitative Disclosures About Market Risk.  As we are a smaller reporting company, we are not
required to provide the information required by this item.  Item 4.  Controls and Procedures.  Evaluation of disclosure controls and procedures.  We maintain disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) that are designed to assure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
 Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.  As required by Exchange Act Rule 13a-15(b), as
of the end of the period covered by this report, under the supervision and with
the participation of our Chief Executive Officer and Chief Financial Officer,
we evaluated theeffectiveness of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of that date.
  9


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Changes in internal control over financial reporting. There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.  PART II---OTHER INFORMATION  Item 1.  Legal
Proceedings.  There are no legal proceedings that have occurred
within the past five years concerning our directors or control persons which
involved a criminal conviction, a criminal proceeding, an administrative or
civil proceeding limiting one’s participation in the securities or banking
industries, or a finding of securities or commodities law violations.  Item 1A.  Risk
Factors.  As we are a smaller reporting company, we are not
required to provide the information required by this item.  Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.  (a)Unregistered
  Sales of Equity Securities.  On January 11,
2011, we acquired 100% of the issued and outstanding shares of common stock of
Parallax in exchange for the issuance of 21,000,000 shares of our common stock,
par value $0.0001. We issued these shares of common stock under the exemption
from registration provided by Section 4(2) of the Securities Act.  No securities have been issued for
services. The Company has not nor has any person acting on its behalf offered
or sold the securities by means of any form of general solicitation or general
advertising. No services were performed by any purchaser as consideration for
the shares issued. For all securities issued above, a legend
was placed on the stock certificate stating that the securities have not been
registered under the Securities Act and cannot be sold or otherwise transferred
without an effective registration or an exemption therefrom, but may not be
sold pursuant to the exemptions provided by Section 4(1) of the Securities Act
or Rule 144 under the Securities Act, in accordance with the letter from
Richard K. Wulff, Chief of the Office of Small Business Policy of the
Securities and Exchange Commission’s Division of Corporation Finance, to Ken
Worm of NASD Regulation, Inc., dated January 21, 2000. (b)Use of Proceeds.  Not applicable.  (c)Affiliated Purchases of Common Stock.  None.  Item
3.  Defaults Upon Senior Securities.  None.  Item
4.  (Removed and Reserved).  Item 5.  Other
Information.  None.  Item 6. Exhibits.
  10


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INDEX
TO EXHIBITS  Exhibit
 
 Description2.1*
 
 Share Exchange Agreement, by and among, ABC
  Acquisition Corp 1502, Amersey Investments, LLC, Parallax Diagnostics, Inc.,
  and its shareholders, entered into on January 11, 20112.2*
 
 Articles of
  Merger3.1*
  
  3.2*
 
 Articles of
  Incorporation
  
  Amended and
  Restated Bylaws31.1
 
 Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
   1934, as amended31.2
 
 Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
   1934, as amended32.1
 
 Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
  the Sarbanes Oxley Act of 200232.2
 
 Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
  the Sarbanes Oxley Act of 2002
  *
 Included in
  previously filed reporting documents.
     SIGNATURES  Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.  Parallax
  Diagnostics, Inc.Dated: May 16,
  2011
 By:
 /s/ J.
  Michael RedmondJ. Michael
  RedmondCEO, President,
  and Director
  11


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