SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        COMMISSION FILE NUMBER 000-26793


                           BIGSTAR ENTERTAINMENT, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                            13-339-5258
-------------------------------                           ----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)

                          19 Fulton Street - 4th Floor
                            New York, New York 10038
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 571-9276
              ----------------------------------------------------
              (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 Securities Exchange Act of
1934 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. Yes [ ]. No [X].

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, $0.001 par value, as of the latest practicable date:

               7,797,693 shares of common stock as of May 9, 2002
<PAGE>

                           BIGSTAR ENTERTAINMENT, INC.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED March 31, 2002


                                      INDEX

                                     PART I.
                              FINANCIAL INFORMATION

                                                                        PAGE NO.
ITEM 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets at March 31, 2002 (unaudited) and
December 31, 2001......................................................     3

Consolidated Statements of Operations for the three-month periods ended
March 31, 2002 and March 31, 2001 (unaudited)..........................     4

Consolidated Statements of Cash Flows for the three-month periods ended
March 31, 2002 and March 31, 2001 (unaudited)..........................     5

Notes to Condensed Consolidated Financial Statements...................     6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................................     9

                                    PART II.
                                OTHER INFORMATION

ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K..............................    13

SIGNATURES.............................................................    14

                                        2
<PAGE>

                                     PART I.
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                    BIGSTAR ENTERTAINMENT
                                 CONSOLIDATED BALANCE SHEETS

                                                              March 31, 2002   December 31, 2001
                                                               (unaudited)
                                                               ------------      ------------
<S>                                                            <C>               <C>
ASSETS:
Cash and cash equivalents                                      $  1,252,845      $  1,628,354
Restricted cash                                                     180,600           180,600
Accounts receivable, net of allowance                                   751            27,067
Prepaids and other current assets                                    30,230            65,427
                                                               ------------      ------------

Total current assets                                              1,464,426         1,901,448
                                                               ------------      ------------

Assets held for sale                                                 30,000            30,000
Other assets                                                         15,337            15,427
                                                               ------------      ------------

Total assets                                                   $  1,509,763      $  1,946,875
                                                               ============      ============

LIABILITIES:
Accounts payable                                               $    213,737      $    213,852
Accrued expenses                                                    682,531           703,788
Other current liabilities                                           130,674           130,674
                                                               ------------      ------------

Total current liabilities                                         1,026,942         1,048,314
                                                               ------------      ------------

MINORITY INTEREST                                              $    178,993      $    178,993
                                                               ------------      ------------

STOCKHOLDERS' EQUITY:

Common Stock, $.001 par value; 40,000,000 shares authorized;
   10,187,445 issued and outstanding at March 31, 2002
   and December 31, 2001, respectively                               10,187            10,187
Treasury Stock, 2,389,752 at March 31, 2002 and
   December 31, 2001, respectively                                  (97,067)          (97,067)
Additional paid-in capital                                       47,919,819        47,919,819
Accumulated deficit                                             (47,529,111)      (47,113,371)
                                                               ------------      ------------

Total stockholders' equity                                          303,828           719,568
                                                               ------------      ------------

Total liabilities and stockholders' equity                     $  1,509,763      $  1,946,875
                                                               ============      ============
</TABLE>


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

                                        3
<PAGE>

<TABLE>
<CAPTION>
                              BIGSTAR ENTERTAINMENT, INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (Unaudited)


                                                        Three Months     Three Months
                                                           Ended            Ended
                                                       March 31, 2002   March 31, 2001
                                                        -----------      -----------

<S>                                                     <C>              <C>
NET SALES                                               $         0      $   765,266
COST OF REVENUES                                                  0          583,765
                                                        -----------      -----------

         Gross profit                                             0          181,501

OPERATING EXPENSES
         Sales and marketing                                      0           35,805
         General and administrative                         371,867          985,905
         Website and operation development                   58,247          533,170
                                                        -----------      -----------

         Total operating expenses                           430,114        1,554,880
                                                        -----------      -----------

         Loss from operations                              (430,114)      (1,373,379)

INTEREST INCOME, net                                         14,374           49,781
                                                        -----------      -----------

         Net loss before minority interest                 (415,740)      (1,323,598)
         Minority interest                                        0                0
                                                        -----------      -----------

         Net loss                                       $  (415,740)     $(1,323,598)
                                                        ===========      ===========

PER SHARE INFORMATION:

         Net loss per share -
                  Basic and diluted                     $      (.05)     $      (.15)
                                                        ===========      ===========

         Weighted average common shares outstanding -
                  Basic and diluted                       7,797,693        8,654,528
                                                        ===========      ===========
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements

                                        4

<PAGE>

<TABLE>
<CAPTION>
                                  BIGSTAR ENTERTAINMENT, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)


                                                                Three Months     Three Months
                                                                   Ended            Ended
                                                               March 31, 2002   March 31, 2001
                                                                -----------      -----------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                               $  (415,740)     $(1,323,598)
           Depreciation and amortization                                  0          211,631
           Allowance for doubtful accounts                                0          (30,544)
           Changes in assets and liabilities -
             Accounts receivable                                     26,316          253,957
             Prepaids and other current assets                       35,197          252,118
             Other non current assets                                    90           43,201
             Accounts payable and accrued expenses                  (21,372)      (1,105,330)
                                                                -----------      -----------
         Net cash used in operating activities                     (375,509)      (1,698,565)
                                                                -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Sale and return of equipment                                     0           24,543
                                                                -----------      -----------
             Net cash provided by investing activities                    0           24,543
                                                                -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Purchase of treasury stock                                       0          (57,142)
                                                                -----------      -----------
         Net cash provided by (used in) financing activities              0          (57,142)
                                                                -----------      -----------

         Net increase (decrease) in cash and cash equivalents      (375,509)      (1,731,164)
                                                                -----------      -----------

CASH AND CASH EQUIVALENTS, beginning of period                    1,808,954       (5,373,100)
                                                                -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                        $ 1,433,445      $ 3,641,936
                                                                ===========      ===========
</TABLE>


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

                                        5
<PAGE>

                           BIGSTAR ENTERTAINMENT, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Overview

         Bigstar Entertainment, Inc. ("Bigstar" or the "Company") had been an
online retailer of filmed entertainment products and a provider of entertainment
industry information. Through its website, Bigstar.com, we had been selling
videos and digital video discs or DVDs, including feature films, children's
movies, and educational, health and fitness, and instructional videos, and
provided information on these products. In addition to selling filmed
entertainment, Bigstar.com featured biographies, movie stills and star
interviews. Bigstar.com also hosted Bigstar Broadband Theater which offered
visitors to our website the ability to stream and view on their computer movie
trailers and feature films. As disclosed below, as of December 31, 2001, the
Company has ceased all operations through its website.

         As a result of operating losses incurred by the Company's businesses,
the significant decline in market value of Internet-based companies, and the
difficulty in raising additional capital for such companies, the Company
announced in September 2000 that it had retained a financial advisor to review
the recoverability of the amounts invested and projected to be invested into its
retail operations and direct marketing division, Advaya. The Company and its
financial advisors determined that a sale of Advaya's assets was in the best
interests of the Company's stockholders. Accordingly, the assets related to this
business were sold in December 2000 at a loss of $952,616.

         Given the factors noted above, the Company and its financial advisors
further determined that it was necessary to restructure Bigstar's current
e-commerce platform. As of July 1, 2001, the Company entered into an agreement
with a competitor whereby the Company was compensated for referring customers to
the competitor's website. As a result of this agreement, the Company ceased
operating its e-tailing business and had completely outsourced this function.
This agreement ended December 31, 2001. Terms to renew the agreement were not
favorable to the Company and at that time, the Company discontinued referring
customers to the competitors website. This effectively caused the discontinuance
of the online retail business.

         The Company also began to explore other business opportunities and
consider the disposition of its website and take other steps to conserve assets.
On September 17, 2001, the Company announced that it had signed a letter of
intent to acquire 100% of the outstanding shares of Athlete.com, Inc., a
privately-held youth sports information and instruction network. However, the
parties were unable to come to a definitive agreement and on February 8, 2002,
the Board of Directors terminated the letter of intent with Athlete.com, Inc.
and all further negotiations with respect to the previously announced merger
transaction between the two parties.

         Bigstar is continuing to pursue other opportunities. The Company's
management will consider recommending to the Board of Directors alternative
plans which may include, but not be limited to, redeployment of the remaining
cash assets into a new business venture, liquidation of all corporate assets and
distribution of remaining proceeds to our stockholders or some other alternative
to be determined. There can be no assurance that Bigstar will be successful in
this regard or be able to continue in existence.

                                        6
<PAGE>

Basis of Presentation

         The consolidated balance sheet as of March 31, 2002 and the balance
sheet as of December 31, 2001, and the consolidated statements of operations and
cash flows for the three months ended March 31, 2002 and the statements of
operations and cash flows for the three months ended March 31, 2002 have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. These March 31, 2002 unaudited (consolidated) financial
statements have been prepared on the same basis as the December 31, 2001 audited
financial statements and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary to state fairly the
financial information included, in accordance with generally accepted accounting
principles. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such SEC rules and
regulations. The results of operations for the interim period ended March 31,
2002 are not necessarily indicative of the results which may be reported for any
other interim period or for the year ending December 31, 2002.

         Certain amounts in the prior period have been reclassified to conform
to the current period's presentation.

Use of Estimates

         The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue Recognition

         As of December 31, 2001, the company has ceased all operations through
its website. As a result, there were no revenues for the quarter ended March 31,
2002.

Cost of Revenues

         As of December 31, 2001, the company has ceased all operations through
its website. As a result, there were no revenues or cost of revenues for the
quarter ended March 31, 2002.

Net Loss Per Share

         The Company accounts for net loss per share in accordance with the
provisions of SFAS No. 128, "Earnings Per Share." In accordance with SFAS No.
128, basic earnings per share is computed using the weighted average number or
common and dilutive common equivalent shares outstanding during the period.
Common equivalent shares, consist of the incremental common shares issuable upon
the exercise of stock options, and warrants (using the Treasury Stock Method);
common equivalent shares are excluded from the calculation if their effect is
anti-dilutive. Diluted loss per share for the three months ended March 31, 2002,
and March 31, 2001 does not include the impact of 1,279,049 and 2,203,445 common
stock options and warrants then outstanding, respectively, as the effect of
their inclusion would be anti-dilutive.

                                        7
<PAGE>

Comprehensive Income

         The Company adheres to the provisions of SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting and displaying
comprehensive income and its components in a full set of general purpose
financial statements. The Company has no elements of comprehensive income in
2002 or 2001. Accordingly, the Company's comprehensive net loss is equal to its
net loss for the three months ended March 31, 2002 and the three months ended
March 31, 2001.

Recent Accounting Pronouncements

         In January 2000, the Company adopted EITF Issue 99-17, "Accounting for
the Advertising of Barter Transactions" ("EITF Issue 99-17"), which changed the
method by which barter revenues can be recognized as revenue. Barter
transactions entered into after January 20, 2000 are accounted for at fair value
on a one-for-one basis with revenue received by the seller of the advertising
for similar advertising sold for cash. The adoption of EITF Issue 99-17 did not
impact the Company's consolidated financial statements.

         In July 2000, the Company adopted EITF No. 00-2, "Accounting for
Website Development Costs" ("EITF 00-2"), which provides guidance on when to
capitalize versus expense costs incurred to develop a website. The adoption of
EITF 00-2 did not have a material impact on the Company's consolidated financial
position or results of operations.

         In May 2000, the Company adopted EITF No. 00-14 "Accounting for Certain
Sales Incentives," which specified the accounting for and classification of
coupons and promotional items. Accordingly, the cost of coupons redeemed by
consumers are deducted in the determination of net sales and the cost of
promotional items distributed to customers with purchases are included in cost
of revenues. Previously, these costs were included in sales and marketing
expense. The financial statements for prior periods presented have been
reclassified to conform to the current period's classifications.

         On July 20, 2001, the Financial Accounting Standards Board (FASB)
issued, Statement of Financial Accounting Standards SFAS 141, "Business
Combinations," and SFAS 142, "Goodwill and Intangible Assets." SFAS 141 is
effective for all business combinations completed after June 30, 2001. SFAS 142
is effective for fiscal years beginning after December 15, 2001; however,
certain provisions of this Statement apply to goodwill and other intangible
assets acquired between July 1, 2001 and the effective date of SFAS 142. Major
provisions of these Statements and their effective dates for the company are as
follows:

         o    All business combinations initiated after June 30, 2001 must use
              the purchase method of accounting. The pooling of interest method
              of accounting is prohibited except for transactions initiated
              before July 1, 2001.
         o    Intangible assets acquired in a business combination must be
              recorded separately from goodwill if they arise from contractual
              or other legal rights or are separable from the acquired entity
              and can be sold, transferred, licensed, rented or exchanged either
              individually or as part of a related contract, asset or liability.
         o    Goodwill, as well as intangible assets with indefinite lives,
              acquired after June 30, 2001, will not be amortized. Effective
              January 1, 2002, all previously recognized goodwill and
              intangible assets with indefinite lives will no longer be subject
              to amortization.
         o    Effective January 1, 2002, goodwill and intangible assets with
              indefinite lives will be tested for impairment annually and
              whenever there is an impairment indicator.
         o    All acquired goodwill must be assigned to reporting units for
              purposes of impairment testing and segment reporting.

                                        8
<PAGE>

NOTE 2 - STOCKHOLDER'S EQUITY

Repurchase of Shares

         In December 2000, the Company commenced a stock repurchase program. The
Company's board of directors originally authorized the repurchase of up to
2,000,000 shares of the Company's common stock. Prior to December 31, 2000, the
Company repurchased 802,758 shares of common stock. Subsequent to December 31,
2000, the program was expanded whereby the Company was authorized to repurchase
up to a total of 3,000,000 shares. During the year ended December 31, 2001, the
Company repurchased an additional 1,586,994 shares. These purchases are
reflected in treasury shares.

NOTE 3 - Liquidity

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. We have an accumulated deficit of approximately
$47,529,000 as of March 31, 2002. Web site operations ceased December 31, 2001.
The Company has incurred a loss from operations in all periods since inception.
The Company has funded operations to date primarily through the sale of common
stock, however, we have been unsuccessful in raising additional funding. The
Company may seek additional funding through public or private financing or other
arrangements to continue the e-tailing business or pursue new business
opportunities. Adequate funds may not be available when needed or may not be
available on terms acceptable to the Company. If additional funds are raised by
issuing equity securities, dilution to existing stockholders could result. If
funding is insufficient at any time in the future, the Company may be unable to
develop or enhance its products and services, take advantage of business
opportunities or respond to competitive pressures, any of which could have a
material adverse effect on our business, financial condition and results of
operations. These matters raise substantial doubt about the Company's ability to
continue as a going concern. No adjustments have been made to the financial
statements to reflect this.

         As noted in "Overview," we are seeking to redeploy our remaining cash
assets into a new business or pursue other strategic alternatives. The Company's
management will consider recommending to the Board of Directors alternative
plans which may include, but not be limited to, redeployment of the remaining
cash assets into a new business venture, liquidation of all corporate assets and
distribution of remaining proceeds to our stockholders or some other alternative
to be determined. There can be no assurance that Bigstar will be successful in
this regard.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         Except for historical information, the statements in this Form 10-Q
report (including, without limitation, the discussion under the heading "Results
of Operations") contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below. The following discussion
should be read in conjunction with the Company's financial statements and the
related notes to those statements and the other financial information appearing
elsewhere in this Form 10-Q. Readers are also urged to carefully review and
consider the various disclosures made by us which attempt to advise interested
parties of the factors which affect our business, including without limitation
the disclosures made under the caption "Management's Discussion and Analysis of

                                        9
<PAGE>

Financial Condition and Results of Operations" and the audited financial
statements and related footnotes included herein and in the Company's Form 10-K
filed April 2, 2001.

OVERVIEW

         Bigstar Entertainment, Inc. ("Bigstar" or the "Company") had been an
online retailer of filmed entertainment products and a provider of entertainment
industry information. Through its website, Bigstar.com, we had been selling
videos and digital video discs or DVDs, including feature films, children's
movies, and educational, health and fitness, and instructional videos, and
provided information on these products. In addition to selling filmed
entertainment, Bigstar.com featured biographies, movie stills and star
interviews. Bigstar.com also hosted Bigstar Broadband Theater which offered
visitors to our website the ability to stream and view on their computer movie
trailers and feature films. As disclosed below, as of December 31, 2001, the
Company has ceased all operations through its website.

         As a result of operating losses incurred by the Company's businesses,
the significant decline in market value of Internet-based companies, and the
difficulty in raising additional capital for such companies, the Company
announced in September 2000 that it had retained a financial advisor to review
the recoverability of the amounts invested and projected to be invested into its
retail operations and direct marketing division, Advaya. The Company and its
financial advisors determined that a sale of Advaya's assets was in the best
interests of the Company's stockholders. Accordingly, the assets related to this
business were sold in December 2000 at a loss of $952,616.

         Given the factors noted above, the Company and its financial advisors
further determined that it was necessary to restructure Bigstar's current
e-commerce platform. As of July 1, 2001, the Company entered into an agreement
with a competitor whereby the Company was compensated for referring customers to
the competitor's website. As a result of this agreement, the Company ceased
operating its e-tailing business and had completely outsourced this function.
This agreement ended December 31, 2001. Terms to renew the agreement were not
favorable to the Company and at that time, the Company discontinued referring
customers to the competitors website. This effectively caused the discontinuance
of the online retail business.

         The Company also began to explore other business opportunities and
consider the disposition of its website and take other steps to conserve assets.
On September 17, 2001, the Company announced that it had signed a letter of
intent to acquire 100% of the outstanding shares of Athlete.com, Inc., a
privately-held youth sports information and instruction network. Upon completion
of the stock merger, stockholders of the Company would own 40% of the
outstanding shares of the merged company and stockholders of Athlete.com would
have owned 60% of the merged company. However, the parties were unable to come
to a definitive agreement and on February 8, 2002, the Board of Directors
terminated the letter of intent with Athlete.com, Inc. and all further
negotiations with respect to the previously announced merger transaction between
the two parties.

         Bigstar is continuing to pursue other opportunities. The Company's
management will consider recommending to the Board of Directors alternative
plans which may include, but not be limited to, redeployment of the remaining
cash assets into a new business venture, liquidation of all corporate assets and
distribution of remaining proceeds to our stockholders or some other alternative
to be determined. There can be no assurance that Bigstar will be successful in
this regard or be able to continue in existence.

         As a result of the terrorist attacks in New York City on September 11,
2001, the Company's headquarters at 19 Fulton Street was without electricity,
telephone and all electronic communication capabilities for almost three weeks.
As a result, the Company is currently looking at alternative locations and is
considering moving its headquarters out of the downtown Manhattan area.

                                       10
<PAGE>

RESULTS OF OPERATIONS -- The three month periods ended March 31, 2002 and March
31, 2001.

         NET SALES. As of December 31, 2001, the company has ceased all
operations through its website. As a result, there were no revenues for the
quarter ended March 31, 2002. Comparison to prior year results would not be
meaningful.

         COST OF REVENUES. As of December 31, 2001, the company has ceased all
operations through its website. As a result, there were no revenues or cost of
revenues for the quarter ended March 31, 2002. Comparison to prior year results
would not be meaningful.

         SALES AND MARKETING EXPENSES. As of December 31, 2001, the company has
ceased all operations through its website. As a result, there were no sales and
marketing expenses incurred for the quarter ended March 31, 2002. Comparison to
prior year results would not be meaningful.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses were approximately $372,000 for the quarter ended March 31, 2002
compared to $986,000 for the quarter ended March 31, 2001. General and
administrative expenses include payroll and related expenses for executive,
accounting and administrative personnel, which were approximately $182,000 and
$652,000 respectively for the quarters ended March 31, 2002 and 2001
respectively. The decrease in these costs is attributable to the decrease in
executive personnel costs and the cost of terminating personnel and lower
administrative and accounting personnel costs. General and administrative
expenses also include professional and outsourced administrative function fees,
which were approximately $120,000 and $63,000 for the quarter ended March 31,
2002 and 2001, respectively. The costs of facilities also decreased to
approximately $31,000 from $84,000 for the three months ending March 31, 2002
and 2001 respectively reflecting the decrease in office space rented and related
supply costs due to reduction in personnel.

         WEBSITE AND OPERATION DEVELOPMENT EXPENSES. Website and operation
development expenses were approximately $52,000 for the quarter ended March 31,
2002 compared to $533,000 for the quarter ended March 31, 2002. Website and
administrative expenses consist of systems and telecommunications services,
personnel costs and related expenses for the design, development and management
of our websites. Personnel costs and related expenses for the design,
development and management of our websites totaled approximately $12,000 and
$140,000 for the three months ending March 31, 2002 and 2001, respectively
reflecting the decrease in the number of personnel and related expenses. The
costs of systems and telecommunications services, totaled $41,000 and $382,000
for the three months ending March 21, 2002 and 2001 respectively reflecting the
decreased volume of site activity.

         NET LOSS. BigStar's net loss was $415,740 for the quarter ended March
21, 2002 as compared to $1,323,598 for the quarter ending March 21, 2001. Due to
the uncertainty regarding our future profitability, the future tax benefits of
our losses have been fully reserved for and, therefore, no benefit for the net
operating loss has been recorded. Under Section 382 of the Internal Revenue
Code, this operating loss may be limited due to ownership changes.

LIQUIDITY AND CAPITAL RESOURCES

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. We have an accumulated deficit of approximately
$47,529,000 as of March 31, 2002. Web site operations ceased December 31, 2001.
The Company has incurred a loss from operations in all periods since inception.
The Company has funded operations to date primarily through the sale of common
stock, however, we have been unsuccessful in raising additional funding. The

                                       11
<PAGE>

Company may seek additional funding through public or private financing or other
arrangements to continue the e-tailing business or pursue new business
opportunities. Adequate funds may not be available when needed or may not be
available on terms acceptable to the Company. If additional funds are raised by
issuing equity securities, dilution to existing stockholders could result. If
funding is insufficient at any time in the future, the Company may be unable to
develop or enhance its products and services, take advantage of business
opportunities or respond to competitive pressures, any of which could have a
material adverse effect on our business, financial condition and results of
operations. These matters raise substantial doubt about the Company's ability to
continue as a going concern. No adjustments have been made to the financial
statements to reflect this.

         As noted in "Overview," we are seeking to redeploy our remaining cash
assets into a new business or pursue other strategic alternatives. The Company's
management will consider recommending to the Board of Directors alternative
plans which may include, but not be limited to, redeployment of the remaining
cash assets into a new business venture, liquidation of all corporate assets and
distribution of remaining proceeds to our stockholders or some other alternative
to be determined. There can be no assurance that Bigstar will be successful in
this regard.

         Net cash used in operating activities for the three months ended March
31, 2002 of approximately $376,000 was primarily due to our net loss of
approximately $416,000 and a decrease in accounts payable and accrued expenses
of $21,000 and accounts receivable of $26,000 and other current assets of
$35,000.

         As of March 31, 2002 the Company had working capital of approximately
$437,000 compared to $853,000 at December 31, 2001. The decrease in working
capital is primarily attributable to the reduction in cash and cash equivalents
and short-term investments required to fund our operating losses. At March 31,
2002 compared to December 31, 2000, the decreases in accounts payable and
accrued expenses resulted from the decrease in professional fees The decrease in
accounts receivable was due to the collection of outstanding advertising
receivables.

         At March 31, 2002, our principal commitment consisted of obligations
under non-cancellable operating leases for real estate and an employment
agreement with our Chairman and Chief Executive Officer. We have no material
commitments for capital expenditures and do not anticipate any significant
future purchases during the next 12 months. As noted in "Overview" we are
seeking to redeploy our remaining cash assets into a new business or pursue
other strategic alternatives. The Company's management will consider
recommending to the Board of Directors alternative plans which may include, but
not be limited to, redeployment of the remaining cash assets into a new business
venture, liquidation of all corporate assets and distribution of remaining
proceeds to our stockholders or some other alternative to be determined. There
can be no assurance that Bigstar will be successful in this regard.

         At March 31, 2002, Bigstar's principal commitments consisted of
obligations under non-cancelable operating leases for real estate and office
equipment. The minimum amounts payable under non-cancelable agreements was
approximately $154,000.

                                       12
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      List of Exhibits:

         None.

(b)      Reporting on Form 8-K

         On February 15, 2002, Bigstar filed a form 8-K to report that its Board
         of Directors had terminated the letter of intent with Athlete.com, Inc.
         and all further negotiations with respect to the previously announced
         merger transaction between the parties.

                                       13
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       BIGSTAR ENTERTAINMENT, INC.



                                       By: /s/ DAVID FRIEDENSOHN
                                           -------------------------------------
Dated: March 14, 2002                      David Friedensohn, Chief Executive
                                           Officer (Principal Executive,
                                           Accounting and Financial Officer)

                                       14
<PAGE>

                                  EXHIBIT INDEX


Exhibits

None.

                                       15