SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                FORM 10-KSB/A

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

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

                For the fiscal year ended: December 31, 2000

                      Commission File Number: 000-25415

                     TWIN FACES EAST ENTERTAINMENT CORP.
            (Exact name of registrant as specified in our charter)

Nevada                                                            22-3374562
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

94 Arthur Hills Court
Henderson, Nevada                                                      89074
(Address of principal executive offices)                          (Zip Code)


      Registrant's telephone number including area code: (702) 617-8832

         Securities registered pursuant to Section 12(b) of the Act:
                                    None

         Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) 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  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information  statements incorporated by reference in Part III  of  this  Form
10-K or any amendment to this Form 10-K.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
March 1, 2001, was 5,627,349 shares, held by approximately 47 stockholders.



     This  form 10KSB contains forward-looking statements within the  meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10KSB  (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in the "Management's Discussion and Analysis" under Item 6.

     This  amended  form  10KSB is being submitted with financial  statements
prepared  by the company officers.  They have been independently audited  and
that audit report has been made a part of this document.

    In  this  Form  10KSB references to "we," "us," and "our" refer  to  TWIN
FACES EAST ENTERTAINMENT CORP.

PART I

ITEM 1.   BUSINESS

General

Overview

     Twin  Faces  East  Entertainment Corporation, a Nevada corporation  (the
"Company")  is  a development stage company formed in 1997. The  Company  was
incorporated under the laws of the State of Delaware on December 5, 1997  and
reincorporated under the laws of the State of Nevada on June 17, 1998. The re-
incorporation  in  the State of Nevada was the result of Nevada's  policy  of
encouraging  incorporation in that State and, in furtherance of that  policy,
has  adopted  comprehensive, modern and flexible corporate  laws,  which  are
periodically  updated  and  revised  to  meet  changing  business  needs.  In
addition, Nevada continues to pursue a position of no corporate taxation.

     We  have  been  plagued with insufficient capital from formation.   This
lack  of  capital has prevented the Company from developing its product  base
that  is  essentially  the  production and marketing  of  films  and  related
products.

Business of the Company

     We  are  in  the  development stage as a producer of  entertainment  and
educational related programming and technology, which originated through  the
efforts  of  Dr.  Michael Smolanoff, a director and officer of  the  Company.
Our products include; (i), documentary films of Dr. Albert Einstein, and (ii)
feature film and television scripts.

     The Einstein Properties are the result of Dr. Smolanoff's acquisition of
the  films  from Peter A. Buckey. Peter A. Buckey, the son of one  of  Albert
Einstein's  oldest and closest friends, provides a rare insight  into  Albert
Einstein's  private  life, opinions, and foibles that  are  now  folded  into
unique and rare videos.  The Company owns original 16mm film footage of  rare
moments  such as the family vacation when Einstein wrote that fateful  letter
to  Franklin  D.  Roosevelt  that led to the Manhattan  Project.   Peter  was
Einstein's  driver,  and  companion initiating  extensive  dialogue,  keeping
copious notes, and storing and recording priceless memories.



     "Pages From A Rabbit Journal"T, a children's book and future film script
was  created by Dr. Smolanoff. The story is of The Rabbit Family's adventures
in  their  travels through the forest with many character developments  along
the path of their journey.  The story has been turned into a series of twenty-
two  minute animated video episodes, each a cliff-hanger and with a  positive
children's message.

     "The  Town  That Arrested Santa Claus"T. A fully illustrated  children's
story  with  a  merry  cast of Christmas characters in the  newly  discovered
village of Forgottenville.  Children of all ages will delight in this  unique
classic  tale, rich with the true meaning and tradition of Christmas.   Santa
and  Forgottenville's citizens are almost tricked by Dr.  S.  Neak,  until  a
young  child  comes  to  Santa's rescue.  This is  anticipated  to  become  a
Christmas classic and will be available in book, audio cassette and to become
a television animated special.

Properties for Future Development

     In  addition to the Einstein film, and Pages From a Rabbit Journal,  the
Company  has acquired, from Dr. Smolanoff, various other entertainment  books
and  programming.   We plan to release these other products as  our  business
expands  and  cash flows are adequate to launch new products.   We  have  not
established definitive time frames or costs of launching these new products.

     "Hidden Treasures of the World"T. This is a series of one hour, made for
television,  specials showcasing specific geographic locations in  the  world
where  billion  dollar  plus  treasure  discoveries  were  made.   The  first
documentary "St. Lavra" from Kiev Russia is in development.

     "Jungle  Bunch"T. "The Adventures of the Jungle Bunch"T is a  children's
story  for  animation  that  follows the adventures  of  five  young  animals
searching  for their families.  These five babies are brought together  as  a
result of a terrible storm, which separates them from their families.  It  is
a  continuing  series  that  focuses on the concept  of  teamwork,  which  is
somewhat  unique  in the children's story. This teaches our  children  in  an
entertaining and receptive environment to overcome their differences and work
together for a common goal. This series is made for television and home video
placement.

     "Bixbee"T. This is an animated CD ROM game that could easily evolve into
a  television  special.   Your  child can be scanned  into  this  interactive
program for fun and adventures with "Bixbee"T.

     "A  Real Man".  A script written by Johnnie King to be produced  by  the
Company.

Research and Development

     From  inception in December of 1997 through present, we have  devoted  a
majority  of  our  time on research and development. During  our  development
stage  period  from December 5, 1997 through December 31, 2000,  we  incurred
operating expenses of $1,813,827 against revenues of $875, which resulted  in
an operating loss of $1,812,952.

Marketing

     Management believes that, in the foreseeable future, cash generated from
operations will be inadequate to support full marketing roll out and  ongoing
product  development, and that we will thus be forced to rely  on  additional
debt and/or equity financing. Management is reasonably confident that it  can
identify sources and obtain adequate amounts of such financing. We intend  to
enter  into  a  cooperative arrangement with distributors,  whereby  we  will
receive  marketing  and sales benefits from the professional  staff  of  such
distributors.   To  date, we have not established any such arrangements.   In
the  event we are unsuccessful in generating equity capital, then the Company
will  be  unable to continue with product development and/or marketing.   The
lack of equity capital could in turn cause the Company to become insolvent.



Governmental Approval, Regulation and Environmental Compliance

     Other  than  general business licensing requirements, we are unaware  of
any  governmental approval necessary for our operations in the  entertainment
industry.  In  addition, we are unaware of existing or probable  governmental
regulations on the entertainment industry. We anticipate that we will have no
material costs associated with compliance with either federal, state or local
environmental law.

Risks Associated with Operations

     Our  long-term  success  is  partially predicated  on  the  strength  of
obtaining   the   necessary  trademarks,  and  copyrights  to   protect   our
intellectual property.

     Our  principal competition consists of entities within the entertainment
and technology industries, which are well established. Our ability to compete
against  these  more  established and more financially  stable  companies  is
premised   upon  our  ability  to  developing  products  that  are  currently
unavailable in the entertainment industry.

     Another uncertainty is the dependence on key personnel familiar with our
products.  The  loss  of Dr. Smolanoff could have an adverse  effect  on  our
continued product development and business operations.

Business Strategy

   Our  objective  is  to  utilize the Einstein film, Pages  From  a  Rabbit
JournalT  and  other  scripts  owned by  the  Company  to  begin  generating
revenues.  Our  ability  to  generate  revenues  from  current  products  is
conditional upon our ability to enter into agreements for the production and
distribution of the products.  In some cases we will be required to  provide
capital  required  for  filming,  editing, and  other  costs  associated  in
providing the materials required for the production and distribution of  the
products.  We currently do not have sufficient capital to cover our  portion
of  the costs which more than likely will cause some delay in the production
and distribution of our film products.

Competition

     We  compete  with  numerous  other entertainment  and  film  production
companies.  Many  of these competitors have substantially greater  resources
than  we  do. Should a larger and better financed company decide to directly
compete  with us, and be successful in its competitive efforts, our business
could be adversely affected.

Developing and Changing Market

     The   market  for  films  and  entertainment  products  and  peripheral
technologies  is continually evolving and changing. We do not  believe  that
these  risks  are material at this time; however, there can be no  assurance
that  our  assessment of the market place is correct, nor that our  products
will continue to be accepted in the future.

Intellectual Property

     Many  of  the processes and much of the know-how of importance  to  our
technology  depends  upon  the  non-patentable  technology,  knowledge,  and
experience of our technical personnel and collaborators. To help protect our
rights, we require employees, collaborators, and significant consultants and
advisors   with   access  to  confidential  information,   to   enter   into
confidentiality agreements. There can be no assurance that these  agreements
will  provide  adequate  protection  for  our  trade  secrets,  know-how  or
proprietary  information in the event of any unauthorized use or disclosure.
In  addition, our success and ability to compete is dependent, in part, upon
our  proprietary  technology. We rely on a combination of copyrights,  trade
secret  laws  and  non-disclosure  agreements  to  protect  our  proprietary
technolology.



     Our  success  will  depend to a significant degree on  our  ability  to
obtain and maintain copyright protection for "Pages from a Rabbit Journal"T,
"The  Town That Arrested Santa Claus"T, the Einstein properties and the "St.
Lavra" documentary properties. There can be no assurance that we will obtain
any  copyright protection covering the products we plan to market,  or  that
any  copyrights that may be issued to us will provide substantial protection
or be of commercial benefit to us.

     We  also  seek to protect our intellectual property rights  by  limiting
access  to  the  distribution  of  our  software,  documentation  and   other
proprietary information. There can be no assurance that the steps taken by us
in this regard will be adequate to prevent misappropriation of our technology
or  that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technologies.

Employees

     As  of  December  31,  2000, the Company had  only  five  paid  (accrued
salaries)  employees. We are dependent upon Michael Smolanoff,  President  of
the  Company, and Stan Teeple, VP and Secretary/Treasurer.  Mr. Smolanoff and
Mr.  Teeple both plan to spend the majority of their full time effort to  the
operations  of the Company.  Therefore, the Company will need  to  hire  full
time operational staff as its operations commence.

     The Company's future success also depends on its ability to attract and
retain  other  qualified personnel, for which competition is  intense.   The
loss of Mr. Smolanoff, Mr. Teeple or the Company's inability to attract  and
retain  other qualified employees could have material adverse effect on  the
Company.

Additional Information

     We  intend to provide an annual report to its security holders,  and  to
make quarterly reports available for inspection by its security holders.  The
annual report does include audited financial statements.

     The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act  of 1934 (the "Exchange Act")  and,  in  accordance
therewith, will file reports, proxy statements and other information with the
Commission.  Such  reports, proxy statements and  other  information  may  be
inspected  at  public  reference facilities of the  Commission  at  Judiciary
Plaza, 450 Fifth Street N.W., Washington D.C. 20549; Northwest Atrium Center,
500  West Madison Street, Suite 1400, Chicago, Illinois 60661; 7 World  Trade
Center,  New York, New York, 10048; and 5670 Wilshire Boulevard, Los Angeles,
California  90036. Copies of such material can be obtained  from  the  Public
Reference  Section  of the Commission at Judiciary Plaza,  450  Fifth  Street
N.W.,  Washington, D.C. 20549, at prescribed rates. For further  information,
the  SEC  maintains  a website that contains reports, proxy  and  information
statements,   and   other  information  regarding  reporting   companies   at
(http://www.sec.gov).

ITEM 2.   PROPERTIES

     The  Company currently utilizes approximately 400 square feet of  office
space from employee Teeple at 94 Arthur Hills Court, Henderson, NV 89074,  on
a  month to month basis at a cost of expense reimbursement. The space is  for
general  administration  and  is sufficient for  the  current  needs  of  the
Company.  We anticipate that we will require additional space in  the  future
but  does  not  anticipate  any difficulty in obtaining  such  space  in  its
immediate vicinity at favorable rates.

ITEM 3.   LEGAL PROCEEDINGS

     On November 22, 1999, Twin Faces East Entertainment Corporation filed  a
complaint against Daniel Covell in the U.S. District Court, District  of  New
Jersey.  On January 22, 2001 the District Court dismissed the case.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matter  was  submitted to a vote of security  holders,  through  the
solicitation of proxies or otherwise, during the fourth quarter of our fiscal
year  ended  December 31, 2000 except that the Annual Meeting of Shareholders
was held November 6th, 2000.

PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

     Our  Common  Stock  is traded in the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "TFAC".  The following  table  sets
forth  the quarterly high and low bid prices for our Common Stock during  our
last  two  fiscal year, as reported by the National Quotations Bureau.    The
quotations  reflect inter-dealer prices, without retail mark-up, markdown  or
commission, and may not necessarily represent actual transactions.


                               1999/2000
                     Average Bid        Average Ask
                                 
September 1999          $1.22              $1.36
December 1999           $0.59              $0.84
March 2000              $0.37              $0.43
June 2000               $0.25              $0.37
September 2000          $0.18              $0.25
December 2000           $0.12              $0.37


Note: We started trading in July 1999

     As  of  March  1,2001,  we  had approximately  47  stockholders  of  the
5,627,349 shares outstanding.

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
our  Financial Statements and the notes thereto appearing elsewhere  in  this
document.

RISK FACTORS AND CAUTIONARY STATEMENTS

      This  report contains forward-looking statements within the meaning  of
Section  27A of the Securities Act of 1933 and Section 21E of the  Securities
Exchange Act of 1934. Actual results and events could differ materially  from
those  projected, anticipated, or implicit, in the forward-looking statements
as a result of the risk factors set forth below and elsewhere in this report.

      With  the exception of historical matters, the matters discussed herein
are  forward looking statements that involve risks and uncertainties. Forward
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed  in  such forward-looking statements primarily  as  the  result  of



insufficient  cash to pursue production and marketing efforts. The  following
discussion  of  our financial condition and results of operations  should  be
read  in  conjunction  with our financial statements and  the  related  notes
thereto appearing elsewhere herein.
Overview

     The  Company,  which was organized in December 1997,  is  a  Development
Stage  Company,  focusing its development efforts on  film  production.   The
Company  has a limited operating history and has not generated revenues  from
the  sale  of  any  products. The Company's activities have been  limited  to
capital  raising,  corporate structuring, and arranging production  schedules
and  marketing of existing scripts.  Consequently, the Company  has  incurred
the  expenses  of  start-up. Future operating results  will  depend  on  many
factors,  including  the  ability of the Company to  raise  adequate  working
capital,  demand  for  the  Company's services and  products,  the  level  of
competition and the Company's ability to deliver services and products  while
maintaining quality and controlling costs.

Results of Operations

Period from December 5, 1997 (Inception) to December 31, 2000

      The first years of operation for the Company achieved three main goals.
The  formation of the Company's organization to pursue its business  strategy
and  the  transfer  of  intellectual  properties  to  the  Company  from  its
predecessor,  Michael Smolanoff, and establishing contacts with  the  capital
markets  to  assist  the  Company  with  the  required  capital  to  commence
production and marketing.

      Revenues. The Company is a development stage enterprise as defined  in
SFAS  #7,  and  has  yet to generate any revenues. The Company  is  devoting
substantially  all of its present efforts to: (1) developing technology  and
other  programs,  (2)  developing its market, and (3)  obtaining  sufficient
capital to commence full operations.

      Pre-Operating  Expenses. Pre-Operating expenses  for  the  period  from
December 5, 1997 to December 31, 2000 were $1,813,827.

Plan of Operation

      During the next 12 months the Company plans to focus its efforts on its
development  of  four primary properties including "Rabbit",  "Town  Arrested
Santa", and the "Einstein" property.    We are also working on the production
of  a new feature film, "A Real Man", written by Johnnie King; however actual
production  will  not commence until the Company has sufficient  capital  for
production  and  marketing.  Among other options,  the  Company  is  pursuing
partnership  development opportunities with each project, production  studios
providing production, and film distributors looking for content.

Liquidity and Capital Resources

     Cash   and  cash  equivalents  may  be  increasing  primarily  due   to
commencement  of operations and receipt of equity capital.  The  receipt  of
funds  from  Private Placement Offerings and loans obtained through  private
sources  by  the  Company  are anticipated to  offset  the  near  term  cash
equivalents of the Company.

     Since  inception,  the Company has financed its cash flow  requirements
through issuance of common stock, loans, and minimal cash balances.  As  the
Company  expands its activities, it may continue to experience net  negative
cash flows from operations, pending receipt of sales revenues.  Additionally
the  Company  may  be  required  to  obtain  additional  financing  to  fund
operations  through Common Stock offerings, loans, and bank  borrowings,  to
the  extent  available,  or to obtain additional  financing  to  the  extent
necessary to augment its working capital.



     The  Company believes, that existing capital and anticipated funds  from
operations will not be sufficient to sustain operations and planned expansion
in  the  next  twelve months. Consequently, the Company will seek  additional
financing  in  order to sustain operations. There can be  no  assurance  such
additional  funds  will be available or that, if available,  such  additional
funds  will  be  on  terms acceptable to the Company.  In  either  case,  the
financing  could  have  negative impact on the financial  conditions  of  the
Company and its Shareholders.

     The Company anticipates that it will incur operating losses in the next
twelve months. The Company's lack of operating history makes predictions  of
future  operating  results difficult to ascertain. The  Company's  prospects
must  be  considered  in  light  of  the risks,  expenses  and  difficulties
frequently  encountered by companies in their early  stage  of  development,
particularly companies in new and rapidly evolving markets. Such  risks  for
the  Company  include, but are not limited to, an evolving and unpredictable
business  model  and the management of growth. To address these  risks,  the
Company  must,  among  other things, obtain a customer base,  implement  and
successfully  execute  its  business and  marketing  strategy,  continue  to
develop  and upgrade its technology and products, provide superior  customer
services  and  order fulfillment, respond to competitive  developments,  and
attract,  retain and motivate qualified personnel. There can be no assurance
that  the  Company  will be successful in addressing  such  risks,  and  the
failure  to  do  so  can  have a material adverse effect  on  the  Company's
business prospects, financial condition and results of operations.

     Initial  financing  is  only to provide funds  to  prove  the  business
concept and to finish the development of products. Additional funds will  be
necessary  to  take the product to market. The Company hopes to  enter  into
additional  funding  arrangements  through strategic  partnerships,  merger,
equity offering or debt offering. Nothing has been secured as of this time.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing on page F-16 through F-28 of this Form 10-KSB/A.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     No Changes to Report.  The financial statements are filed as audited.

PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

     The following table sets forth the names, positions with the Company and
ages  of the executive officers and directors of the Company. Directors  will
be  elected at the Company's annual meeting of shareholders and serve for one
year  or until their successors are elected and qualify. Officers are elected
by the Board, and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

         Name            Age                      Title
                        
Michael Smolanoff        58   Chief Executive Officer, President, Director
Stan Teeple              52   COO, CFO, Secretary, Treasurer, Director
Hyman Shwartzberg, MD    34   Director
Bruce Taffet             53   Director



Duties, Responsibilities and Experience

Michael Smolanoff- Michael Smolanoff has been President and a Director of the
Company  since  its inception. From 1993 to present, Dr. Smolanoff  has  been
self employed selling scripts, articles, and music. Dr. Michael Smolanoff has
over  30  years  of  experience  in creative development  fields.   He  is  a
Juilliard  graduate and past professor at Rutgers University and Philadelphia
Music  Academy.  He  has  written and produced a plethora  of  music  albums,
concerts,  children's programs,  and works for the theatre.  He is listed  in
the  International  Who's  Who  of  music,  Who's  Who  in  America,  Men  of
Achievement,  Outstanding  Young  Men  of  America,  and  the  Dictionary  of
Distinguished Americans.  He is the creator and developer of the "Pages of  a
Rabbit  Journal"  and  responsible for contract  development  to  place  this
animated  series with the Fox Kids Network as well as distribution agreements
for  placement  into retail video stores nationwide.  He is a member  of  the
National Academy of Television Arts and Sciences, and the American Society of
Composers, Authors and Publishers.

Stanley  L.  Teeple-  Stan Teeple is COO,CFO, Secretary  and  Treasurer  from
March,  1997  to  present.  From  1979 until present,  Mr.  Teeple  has  been
President and Chief Executive Officer of Stan Teeple, Inc., a consulting firm
specializing  in  business turnarounds.  Stan had joined  Dr.  Smolanoff  for
development  of  the various assets and interests in the  marketplace.   Stan
attended  Business  School at the University of Colorado  and  has  a  strong
national  brands corporate background.  In Stan's 20 plus year  career  as  a
management   consultant,  sales  and  marketing  consultant,  and  turnaround
specialist   and   counts  among  his  business  specialties,  entertainment,
intellectual property licensing, food manufacturing, the travel industry  and
retailing  of everything from apparel to fast food.  His recent  client  list
includes,  United  Artists  Theatre  Circuit,  General  Mills,  Inc.,  United
Airlines, Inc., Kellogg's USA, Warner Lambert and Premiere Innovations, Inc.

Bruce  Taffet  Bruce  Taffet has been a Director of the Company  since  April
1998.  From  1979  until present Mr. Taffet has worked as an  executive  with
United  Artists  Theatre  Circuit. From 1995 until present,  Bruce  has  been
Executive  Vice President of United Artists Theatre Circuit. Mr.  Taffet  has
approximately 30 years experience in the entertainment industry. Starting  in
1969,  Bruce was the owner/operator of the Orkin Taffet Theatres in  Jackson,
Mississippi.  Mr.  Taffet  has  served as an officer  or  director  with  the
National   Association   of  Theatre  Operators,  National   Association   of
Concessionaires, Variety Club of America, The 2% Club, and MPP Pioneers.

Duties, Responsibilities & Experience (continued)

Hyman  Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company  since
April  1998,  is  a  physician, entrepreneur and investor.  From  1994  until
present  Dr.  Shwarzberg has served as Assistant Professor  and  Director  of
Radiology  at Mount Sinai Medical Center-Queens Hospital Center Affiliate  in
New  York.  Dr.  Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.

Contract Support Staff

Jim  R.  Houba  Jr.  Mr.  Houba had his beginning as a freelance  illustrator
primarily for advertising and production companies in the New York area.   He
is  a  specialist in airbrush with acrylics technology and has taken products
and  concepts  from  creative  through the development  process  to  finished
product.   He is a graduate of Rowan College with an Art Major.  He has  been
on  the creative and development staff for such Twin Faces East properties as
"Jungle  Bunch"T, "Bixbee"T,  "NCMEC Child I.D. Kit"T.  His prior engagements
include  design  layouts  for clothing lines, including  the  1986  Olympics,
murals, and various advertising assignments.

Buffy  Saint  Marie  is  another  of  our freelance  talent  specializing  in
narration and character voices.   She has won an Academy Award  for  "Officer
and  a  Gentleman"   and numerous additional industry awards.    She  is  the
narrator for our "Pages From A Rabbit Journal"T.



Len  Morris  has  been  directing, producing,  and  editing  film  and  video
productions for over 20 years.  His programs have been syndicated,  shown  on
ABC, NBC, PBS, HBO, and distributed on home video and in educational markets.
His  awards  and accolades for film and made for television would span  pages
but  include a Cine Golden Eagle, Cindy Award, and nominations from Cable Ace
Award, a Major Armstrong Award, and Best Documentary of the Year Award.

John  Lord  was  a  producer and writer at NBC for over  14  years.   He  has
corporate experience as a Vice President with Air Time International and  has
collaborated  with  Solvinfilm  of Moscow on  several  movie  packages.   His
television  and  film  credits include history,  geography,  current  events,
documentaries,  live  production special events,  and  winning  Golden  Eagle
Awards  and  four Christopher Awards.  He also an accomplished and  published
writer of many books, journals, and articles.

LIMITATION OF LIABILITY OF DIRECTORS

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,
except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

BOARD OF DIRECTORS COMMITTEES AND COMPENSATION

Compensation Committee Interlocks and Insider Participation

     The  Board of Directors does not have a Compensation Committee.  Michael
Smolanoff, President, oversaw the compensation of our executive officers.

Board of Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation  Committee  and,  accordingly,  during  the  fiscal  year  ended
December  31,  2000, the Board of Directors, through the President,  reviewed
and approved the compensation of our executive officers.

     Overall   Policy;   Significant  Factors.   During  fiscal   2000,   the
compensation  decisions  made by the Board of Directors  in  respect  of  our
executive orders were influenced by three major factors.  First, our start-up
nature  brings  with  it  all of the normal capital requirements  to  sustain
growth, therefore certain stock compensation was granted in lieu of salaries,
commissions  and for services rendered.  This practice may be  extended  into
the  future on a case-by-case basis and accordingly filed with the Securities
and  Exchange  Commission.   Finally,  as  we  continue  to  mature,  certain
additions  to  the executive staff will be required.  As we are  required  to
seek  talent  in outside market, we will be required to provide a competitive
compensation package.


     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.   In  this  respect, it will be the Board's policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.


     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.  In 2000 the Board  decided  to
reduce the effect of continuing to accrue salaries for Dr. Smolanoff and  Mr.
Teeple by a one-time issuance of 500,000 shares of restricted common stock to
each  in  lieu of a reduction of $100,000 of accrued compensation each.   The
stock  value  of the transaction for the benefit of the Company  was  thereby
$200,000 while the actual value received by the employees was negligible  due
to the stock price, stock restriction, and financial condition of the Company
at that time.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table
                                                              Long Term
                               Annual Compensation           Compensation
Name and Principal                         Other Annual  Restricted
     Position      Year  Salary(1)  Bonus  Compensation   Stock (1)  Options
                                                   
Michael Smolanoff  2000     80,000           7,200(2)      100,000
Stan Teeple        2000     80,000           7,200(2)      100,000
Bruce Taffet       2000
Hyman Swartzberg   2000



(1)  This  balance  includes  an additional 500,000  shares  issued  to  each
     officer  valued at $.20 per share to the Company. Both Stan  Teeple  and
     Michael Smolanoff, pursuant to employment agreements dated May 1,  1998,
     normally  accrue  salary at a rate of $15,000 per month.   They  further
     agreed  not to continue accrual into 2001 until funds are available  for
     payment or the Board directs reinstatement.
(2)   Stan  Teeple  and  Michael Smolanoff receive a $600 per  month  vehicle
    allowance per month.

Stock Option Plan

     The  following descriptions apply to stock option plans, which  we  have
adopted;

     The  Stock  Option  Plans  provide for the issuance  of  both  qualified
(incentive)   and   non-qualified  stock  options  to  employees,   officers,
directors, consultants and independent contractors of the Company.  Qualified
stock  options may be granted at an exercise price equal to the  fair  market
value  per  share of the Company's common stock on the date of  grant.   Non-
qualified   stock options may be granted at an exercise price not  less  than
eighty-five  percent  of  the fair market value per share  of  the  Company's
common  stock on the date of grant.  Each option granted will be  exercisable
for  a term not more than ten years after the date of grant, and may be fully
vested at the date of grant.

     We  intend for issuance an aggregate of 1,775,000 shares of Common Stock
under  a  Stock  Option  Plan  (the  "Stock Option  Plan")  and  Non-Employee
Directors'  Plan  described  below (the "Directors'  Plan")  which  has  been
adopted  by  us.  These plans are intended to encourage directors,  officers,
employees  and  consultants  of the Company to acquire  ownership  of  Common
Stock.   The  opportunity  is intended to foster  in  participants  a  strong
incentive  to put forth maximum effort for our continued success and  growth,
to  aid in retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals to the Company in the future.  From
inception  through 12-31-00 there has been a total of 800,000  shares  issued
under the Option Plan.

     Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")
to  be  established  to administer the Stock Option Plan and  the  Directors'
Plan) and other employees and consultants of the Company and our subsidiaries
(if  established)  will be eligible to receive options under  a  the  planned
Stock  Option Plan.  The Committee will administer the Stock Option Plan  and
will  determine those persons to whom options will be granted, the number  of



options  to be granted, the provisions applicable to each grant and the  time
periods during which the options may be exercised.  No options may be granted
more than ten years after the date of the adoption of the Stock Option Plan.

     Each option granted under the Stock Option Plan will be exercisable  for
a  term  of  not more than ten years after the date of grant.  Certain  other
restrictions will apply in connection with this Plan when some awards may  be
exercised.   In  the event of a change of control (as defined  in  the  Stock
Option  Plan),  the  date on which all options outstanding  under  the  Stock
Option  Plan  may  first  be exercised will be accelerated.   Generally,  all
options terminate 90 days after a change of control.

Directors Plan
The Directors' Plan is intended to:

*    Enable us to secure persons of requisite business experience to serve on
     the Board of Directors,
*    To motivate directors to enhance our future growth by furthering their
     identification with our interests and our stockholders, and
*    To assist in retaining directors.

  The  Directors' Plan provides for the grant of stock options to persons who
are  members  of the Board of Directors and who at the time they  joined  the
Board of Directors were not employees of the Company or any of our affiliates
("Non-Employee  Directors").  The Committee will  administer  the  Directors'
Plan.   Each of the Non-Employee Directors will receive an option to purchase
shares  of  Common  Stock.  Such options will  vest  in  three  equal  annual
installments  commencing  on  the  first  anniversary  of  such  Non-Employee
Director's  election. Options granted under the Directors' Plan  may  not  be
exercised  more than five years after the date of grant.  No  option  may  be
granted  more than ten years after the date of the adoption of the Directors'
Plan.   In  the  event of a change of control (as defined in  the  Directors'
Plan),  the  date on which all options outstanding under the Directors'  Plan
may first be exercised is accelerated.  Generally, all options will terminate
90 days after a change of control.

Director's Compensation

     At the date of this filing, there were no formal Director's Compensation
programs.   The  Board  of  Directors does, however,  reserve  the  right  to
implement such a plan as appropriate for retaining our current members and in
attracting  outside directors.  Directors are reimbursed for their reasonable
out-of-pocket  expenses  incurred on Company business.   From  time  to  time
directors may be provided with stock options.

Other Significant Benefit Arrangements

      Employees Stock Option Plan.  At the date of this filing there  are  no
formal Employee Stock Option Plans. However, Management will ask the Board of
Directors  to  review  the  possible implementation  of  such  a  program  as
Management believes employees' ownership interest in the company is  positive
both in terms of employee morale and in personnel retention.

      Profit  Sharing  401(k)  Plan.  No segment  of  the  Company  currently
provides a 401(k) plan for any of our employees.  It is, however, expected to
be  a matter for our Board of Directors to review as Management believes such
programs  are beneficial both to our employees themselves and as a  means  of
attracting and retaining quality personnel.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners.
The  following table sets forth certain information as of December  31,  2000
with  respect to the beneficial ownership of Common Stock by (i) each  person
who  to the knowledge of the Company, beneficially owned or had the right  to
acquire more than 10% of the Outstanding Common Stock, (ii) each director  of
the Company and (iii) all executive offices and directors of the Company as a
group.


       Name of Beneficial Owner (1)          Number     Percent
                                            of Shares   Of Class    Options
                                                          (2)
                                                          
Michael Smolanoff                            1,739,507        31%   200,000
121 Red Hill Road
Holmdel, NJ 07733

Stan Teeple                                  1,588,000        28%   200,000
94 Arthur Hills Court
Henderson, NV 89014

Bruce Taffet                                   149,000         3%   50,000
5644 Irish Pat Murphy Dr.
Parker, Co 80134

Hyman Shwartzberg                               24,000         1%   50,000
621 Montgomery St.
Brooklyn, NY 1125
All Directors & Officers as a Group          3,500,507        63%   500,000


     (1)   As  used in this table, "beneficial ownership" means the  sole  or
     shared  power  to vote, or to direct the voting of, a security,  or  the
     sole  or  shared investment power with respect to a security (i.e.,  the
     power  to dispose of, or to direct the disposition of, a security).   In
     addition,  for  purposes of this table, a person is deemed,  as  of  any
     date,  to  have "beneficial ownership" of any security that such  person
     has the right to acquire within 60 days after such date.
     (2)  Figures are rounded to the nearest percentage.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Contribution  Agreement.   Pursuant  to  the  terms  and  conditions  of  the
Contribution Agreement, entered into by and between the Company  and  Michael
Smolanoff,  dated March 15, 1998, Michael Smolanoff contributed, in  exchange
for  1,764,000  common shares of the Company, all Michael Smolanoff's  right,
title  and  interest  to the following agreements:  License  Agreement  dated
August  8,  1996, between Rabbit Liability Company and Spring  Ford  Knitting
Company.



ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND  REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

     A.   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     1.     Independent Auditors' Reports                         F-16 & F17
     2.     Financial Statements:
          Balance Sheets                                                F-18
          Statements of Operations                                      F-19
          Statements of Stockholders' Deficit                           F-20
          Statements of Cash Flows                                      F-21
          Notes to Financial Statements                          F-22 - F-28

                All schedules are omitted because they are not applicable  or
          the  required  information is shown in the  consolidated  financial
          statements or notes thereto.

       1-   During the fiscal year 1999, the Company filed the following  S-8's.
            A)   S-8 filed  May 10th, 2000

       2-   The Company did not file its 10KSB for year-end 12-31-01 pending
            completion of the amended 10KSB for 2000 with audited financial
            statements. It did file a late filing form noting this.



                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

April 30,2002       TWIN FACES EAST ENTERTAINMENT CORPORATION
                              (Registrant)


                              By:  /s/ Michael Smolanoff
                                   Michael Smolanoff
                                   Chief Executive Officer

      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

     Signature             Title                            Date

/s/ Michael Smolanoff      CEO, President                   April 30, 2002
Michael Smolanoff

/s/ Stanley Teeple         COO, CFO, Secretary/Treasurer    April 30, 2002
Stanley L.  Teeple

/s/ Bruce Taffet           Director                         April 30, 2002
Bruce Taffet



G. BRAD BECKSTEAD
Certified Public Accountant
                                                          330 E. Warm Springs
                                                          Las Vegas, NV 89119
                                                                 702.257.1984
                                                           702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT

April 29, 2002

Board of Directors
Twin Faces East Entertainment Corporation
Las Vegas, NV

I   have  audited  the  Balance  Sheets  of  Twin  Faces  East  Entertainment
Corporation (the "Company") (A Development Stage Company), as of December 31,
2000,  and  the related Statements of Operations, Stockholders'  Equity,  and
Cash  Flows  for  the  year then ended.  These financial statements  are  the
responsibility of the Company's management.  My responsibility is to  express
an  opinion on these financial statements based on my audit.  I did not audit
the  financial statements for the period December 5, 1997 (Date of Inception)
to  December  31, 1999 presented for comparative purposes.  Those  statements
were audited by other auditors whose report has been furnished to me, and  my
opinion, insofar as it relates to that period of time, is based solely on the
report of the other auditors.

I conducted my audit in accordance with generally accepted auditing standards
in  the  United States.  Those standards require that I plan and perform  the
audit  to  obtain reasonable assurance about whether the financial statements
are  free of material misstatement.  An audit includes examining, on  a  test
basis,  evidence  supporting  the amounts and disclosures  in  the  financial
statement  presentation.   An audit also includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  I believe  that  my
audit provides a reasonable basis for my opinion.

In  my opinion, the financial statements referred to above present fairly, in
all  material  respects, the balance sheets of Twin Faces East  Entertainment
Corporation, (A Development Stage Company), as of December 31, 2000, and  its
related  statements of operations, equity and cash flows for  the  year  then
ended,  in  conformity with generally accepted accounting principles  in  the
United States.

The accompanying financial statements have been prepared assuming the Company
will  continue  as a going concern.  As discussed in Note 2 to the  financial
statements,  the  Company has had limited operations and have  not  commenced
planned  principal  operations.   This raises  substantial  doubt  about  its
ability to continue as a going concern.  Management's plan in regard to these
matters  are  also  described  in Note 2.  The financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.


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






Grobstein Horwath & Company
Certified Public Accountants



Independent Auditors' Report


To the Stockholders and Board of Directors
Twin Faces East Entertainment Corporation


We   have  audited  the  accompanying  balance  sheet  of  Twin  Faces   East
Entertainment  Corporation (a development stage company) as of  December  31,
1999,  and  the related statements of operations, stockholders' deficit,  and
cash  flows for the year ended December 31, 1999 and the period from December
5,  1997  (inception)  through December 31, 1998.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance with generally  accepted  auditing
standards.   Those standards require that we plan and perform  the  audit  to
obtain  reasonable assurance about whether the financial statements are  free
of  material  misstatement.  An audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial statements.
An   audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all   material   respects,  the  financial  position  of  Twin   Faces   East
Entertainment  Corporation (a development stage company) as of  December  31,
1999,  and  the results of its operations and cash flows for the  year  ended
December  31,  1999  and  period from December 5,  1997  (inception)  through
December 31, 1998.



/s/ Grobstein Horwath & Company
Sherman Oaks, California
March 15, 2000


15233 Ventura Boulevard, Ninth Floor, Sherman Oaks, California 91403
(818) 501-5200 * Fax: (818) 907-9632 * Internet: horwathcal.com       A
member firm of Horwath International



                  Twin Faces East Entertainment Corporation
                        (a Development Stage Company)
                                Balance Sheet
                                                        December 31,
                                                     2000          1999
                                                          
Assets

Current assets:
  Cash and equivalents                          $        315   $       2,506
                                                  ----------       ---------
     Total current assets                                315           2,506
                                                  ----------       ---------
Fixed assets, net                                        477             753
                                                  ----------       ---------
                                                $        792   $       3,259
                                                  ==========       =========


Liabilities and Stockholders' (Deficit)
                                                         
Current liabilities:
  Accrued salaries and benefits                 $    586,115   $    287,248
  Other accrued expenses                              91,784          61,648
  Stockholders' advances                             382,650         173,297
                                                  ----------       ---------
     Total current liabilities                     1,060,549         522,193
                                                  ----------       ---------
Long-term debt                                        40,900               -
                                                  ----------       ---------
                                                   1,101,449         522,193
                                                  ----------       ---------
Stockholders' (deficit):
  Preferred stock, $0.001 par value, 5,000,000
shares authorized, no shares issued and
outstanding                                                -               -
  Common stock, $0.001 par value, 20,000,000
shares authorized, 5,627,349 and 4,384,349
shares issued and outstanding as of 12/31/00
and 12/31/99, respectively                             5,627           4,384
  Additional paid-in capital                         706,668         420,319
  (Deficit) accumulated during development
stage                                            (1,812,952)       (943,637)
                                                  ----------       ---------
                                                 (1,100,657)       (518,934)
                                                  ----------       ---------
                                                $        792   $       3,259
                                                  ==========       =========

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



                  Twin Faces East Entertainment Corporation
                        (a Development Stage Company)
                           Statement of Operations
               for the years ended December 31, 2000 and 1999
    and for the period December 5, 1997 (inception) to December 31, 2000

                                                               December 5,
                                                                   1997
                                     For the years ended      (inception) to
                                         December 31,          December 31,
                                      2000          1999           2000
                                                     
Pre-Operating Revenue
Interest income                  $        126   $        262  $          875
                                   ----------     ----------     -----------
Pre-Operating Expenses:
  Professional services               136,085        260,688         419,756
  Salaries and benefits               553,410        195,748         877,158
  Travel                               16,492         48,533         120,941
  Automobile                           39,865         32,838          98,126
  Transportation                       30,506         27,248          74,771
  Miscellaneous                        22,241         18,276          45,850
  Insurance                            25,858         17,952          43,810
  Telephone                            14,397         15,155          39,025
  Office and postage                   13,458         14,928          40,896
  Entertainment and meals              10,853         12,008          27,496
  Pre-production costs                  6,000          8,500          23,550
  Advertising                               -              -           1,823
  Depreciation and amortization           276            276             625
                                   ----------     ----------     -----------
                                      869,441        652,150       1,813,827
                                   ----------     ----------     -----------
(Loss) Before Income taxes          (869,315)      (651,888)     (1,812,952)

Provision for income taxes                  -              -               -
                                   ----------     ----------     -----------
Net (loss)                       $   (869,315)  $   (651,888) $   (1,812,952)
                                   ==========     ==========     ===========
Weighted average number of
  common shares outstanding         4,581,267      3,822,024
                                   ==========     ==========
Net (loss) per share             $     (0.19)  $      (0.17)
                                   ==========     ==========

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



                  Twin Faces East Entertainment Corporation
          Consolidated Statement of Changes in Stockholders' Equity
      for the period December 5, 1997 (Inception) to December 31, 2000

                                                  (Deficit)
                                                 Accumulated
                                    Additional      During          Total
                 Common Stock         Paid-in    Development    Stockholders'
              Shares       Amount     Capital       Stage         (Deficit)
                                                
Balance,
December
31, 1997              -  $        - $        - $             - $             -

Shares
issued for
cash             88,115          88     94,330                         94,418

Shares
issued for
intellectua
l property
rights        1,764,000       1,764    (1,764)                              -

Shares
issued for
services -
related
party         1,236,000       1,236     97,054                         98,290

Four-for-
one stock
split         9,264,345       9,264    (9,264)                              -

Retirement
of stock    (9,000,000)     (9,000)      9,000                              -

Shares
issued for
cash              1,600           2      3,098                          3,100

Shares
issued for
services -
related
party            57,000          57     15,568                         15,625

Net (loss)
for the
year ended
December
31, 1998                                             (291,749)      (291,749)
             ----------     -------    -------     -----------    -----------
Balance,
December
31, 1998      3,411,060       3,411    208,022       (291,749)       (80,316)

Shares
issued for
cash             44,400          44     21,826                         21,870

Application
of deferred
offering
costs                                 (85,625)                       (85,625)

Shares
issued to
vendors for
services        660,000         660    120,115                        120,775

Shares
issued for
services -
related
party           268,889         269    155,981                        156,250

Net (loss)
for the
year ended
 December
 31, 1999                                            (651,888)      (651,888)
             ----------     -------    -------     -----------    -----------
Balance,
December
31, 1999      4,384,349       4,384    420,319       (943,637)      (518,934)

Shares
issued for
consulting
services        100,000         100     62,400                         62,500

Shares
issued for
legal
services         33,000          33     11,309                         11,342

Shares
issued to
satisfy
accrued
salaries -
related
party         1,000,000       1,000    199,000                        200,000

Shares
issued for
consulting
services         10,000          10      1,240                          1,250

Shares
issued for
consulting
services        100,000         100     12,400                         12,500

Net (loss)
for the
year ended
 December
 31, 2000                                            (869,315)      (869,315)
             ----------     -------    -------     -----------    -----------
Balance,
December
31, 2000      5,627,349  $    5,627 $  706,668 $   (1,812,952) $   (1,100,657)
             ==========     =======    =======     ===========    ===========


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



                  Twin Faces East Entertainment Corporation
                    Consolidated Statement of Cash Flows
               for the years ended December 31, 2000 and 1999
    and for the period December 5, 1997 (inception) to December 31, 2000

                                                               December 5,
                                                                   1997
                                      For the years ended      (inception)
                                         December 31,        to December 31,
                                      2000         1999            2000
                                                     
Cash flows from operating
activities
Net (loss)                         $ (869,315)   $  (651,888) $   (1,812,952)
  Depreciation expense                     276            276             625
  Shares issued for services            87,592        277,025         392,907
Adjustments to reconcile net
  (loss) to net cash
  (used) by operating activities:
  Increase in accrued salaries
   and benefits                       498,867        154,448         786,115
  Increase in other accrued
   expenses                            30,136         61,648          91,784
                                    ---------      ---------     -----------
Net cash (used) by operating
activities                          (252,444)      (158,491)       (541,521)
                                    ---------      ---------     -----------
Cash flows from investing
activities
  Purchase of equipment                     -              -         (1,102)
  Proceeds from long-term debt         40,900              -          40,900
                                    ---------      ---------     -----------
Net cash provided (used) by
investing activities                   40,900              -          39,798
                                    ---------      ---------     -----------
Cash flows from financing
activities
  Stockholders' advances              209,353        133,549         382,650
  Issuance of common stock                  -         21,870         119,388
                                    ---------      ---------     -----------
Net cash provided by financing
activities                            209,353        155,419         502,038
                                    ---------      ---------     -----------
Net increase (decrease) in cash       (2,191)        (3,072)             315

Cash and equivalents - beginning        2,506          5,578               -
                                    ---------      ---------     -----------
Cash and equivalents - ending     $       315   $      2,506 $           315
                                    =========      =========     ===========
Supplemental disclosures:
  Interest paid                   $         -   $          - $             -
  Income taxes paid               $         -   $          - $             -
Non-cash transactions:
  Shares issued for services      $    87,592   $    277,025 $       478,532
                                    =========      =========     ===========
  Number of shares issued for
   services                           243,000        928,889       2,464,889
                                    =========      =========     ===========
  Shares issued to satisfy
   accrued salaries - related
   party                          $   200,000   $          - $       200,000
                                    =========      =========     ===========
  Number of shares issued to
   satisfy accrued salaries -
   related party                    1,000,000              -       1,000,000
                                    =========      =========     ===========

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

                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes

Note 1 - Significant accounting policies and procedures

Organization
The Company was organized December 5, 1997 (Date of Inception) under the laws
of  the State of Delaware, as Twin Faces East Entertainment Corporation   The
Company reincorporated in the State of Nevada on June 17, 1998.

The  Company  has  limited operations, and in accordance with  SFAS  #7,  the
Company is considered a development stage company.

Estimates
The preparation of 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 financial statements and
the  reported  amounts of revenue and expenses during the  reporting  period.
Actual results could differ from those estimates.

Cash and cash equivalents
The  Company maintains a cash balance in a non-interest-bearing account  that
currently does not exceed federally insured limits.  For the purpose  of  the
statements  of  cash flows, all highly liquid investments  with  an  original
maturity of three months or less are considered to be cash equivalents.

Revenue recognition
The  Company  recognizes  revenue on an accrual  basis  as  it  invoices  for
services.

Reporting on the costs of start-up activities
Statement  of Position 98-5 (SOP 98-5), "Reporting on the Costs  of  Start-Up
Activities," which provides guidance on the financial reporting  of  start-up
costs  and  organizational costs, requires most costs of start-up  activities
and  organizational costs to be expensed as incurred.  SOP 98-5 is  effective
for fiscal years beginning after December 15, 1998.  With the adoption of SOP
98-5,  there  has  been  little  or  no effect  on  the  Company's  financial
statements.

Loss per share
Net  loss  per  share is provided in accordance with Statement  of  Financial
Accounting  Standards No. 128 (SFAS #128) "Earnings Per Share".   Basic  loss
per share is computed by dividing losses available to common stockholders  by
the  weighted average number of common shares outstanding during the  period.
The  Company had no dilutive common stock equivalents, such as stock  options
or warrants as of December 31, 2000.

Advertising Costs
The  Company  expenses all costs of advertising as incurred.  There  were  no
advertising  costs  included in selling, general and administrative  expenses
for the year ended December 31, 2000.

Equipment
Equipment  is stated at cost.  Additions and betterments are charged  to  the
property  accounts, while maintenance and repairs, which do not  enhance  the
useful life of the respective assets, are expensed as incurred.  Depreciation
is  provided on the straight-line method based on the estimated useful  lives
of the assets, which is five years.

Fair value of financial instruments
Fair   value  estimates  discussed  herein  are  based  upon  certain  market
assumptions and pertinent information available to management as of  December
31,   2000.   The  respective  carrying  value  of  certain  on-balance-sheet
financial   instruments  approximated  their  fair  values.  These  financial
instruments  include cash and accounts payable. Fair values were  assumed  to
approximate carrying values for cash and payables because they are short term
in  nature  and their carrying amounts approximate fair values  or  they  are
payable on demand.



                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes


Impairment of long lived assets
Long  lived  assets  held and used by the Company are reviewed  for  possible
impairment whenever events or circumstances indicate the carrying  amount  of
an  asset  may  not be recoverable or is impaired.  No such impairments  have
been identified by management at December 31, 2000.


Segment reporting
The  Company  follows Statement of Financial Accounting  Standards  No.  130,
"Disclosures  About Segments of an Enterprise and Related  Information".  The
Company  operates  as a single segment and will evaluate  additional  segment
disclosure requirements as it expands its operations.

Dividends
The  Company  has not yet adopted any policy regarding payment of  dividends.
No dividends have been paid or declared since inception.

Income taxes
The  Company  follows  Statement of Financial Accounting  Standard  No.  109,
"Accounting  for Income Taxes" ("SFAS No. 109") for recording  the  provision
for  income  taxes.  Deferred tax assets and liabilities are  computed  based
upon  the difference between the financial statement and income tax basis  of
assets  and  liabilities using the enacted marginal tax rate applicable  when
the  related  asset  or  liability is expected to  be  realized  or  settled.
Deferred  income  tax expenses or benefits are based on the  changes  in  the
asset  or liability each period.  If available evidence suggests that  it  is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets  to  the  amount that is more likely than not to be realized.   Future
changes  in  such  valuation  allowance are included  in  the  provision  for
deferred income taxes in the period of change.

Deferred  income  taxes may arise from temporary differences  resulting  from
income  and expense items reported for financial accounting and tax  purposes
in  different  periods.  Deferred taxes are classified  as  current  or  non-
current,  depending on the classification of assets and liabilities to  which
they relate.  Deferred taxes arising from temporary differences that are  not
related  to  an  asset or liability are classified as current or  non-current
depending  on the periods in which the temporary differences are expected  to
reverse.

Stock Options
The  Company  applies  the  provisions of Statement of  Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", which  requires
expanded  disclosures of stock-based compensation arrangements with employees
and  encourages (but does not require) compensation cost to be measured based
on the fair value of the equity instrument awarded.  Companies are permitted,
however, to apply Accounting Principles Board Opinion No. 25, "Accounting for
Stock  Issued to Employees", which recognizes compensation cost based on  the
intrinsic  value of the equity instrument awarded.  Accordingly, the  Company
applies  Accounting  Principles  Board Opinion  No.  25  to  its  stock-based
compensation awards to employees.

Recent pronouncements
The  FASB  recently  issued  Statement No. 137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities-Deferral  of  Effective  Date  of  FASB
Statement No. 133".  The Statement defers for one year the effective date  of
FASB  Statement No. 133, "Accounting for Derivative Instruments  and  Hedging
Activities".   The rule now will apply to all fiscal quarters of  all  fiscal
years beginning after June 15, 2000.  In June 1998, the FASB issued SFAS  No.
133,  "Accounting  for Derivative Instruments and Hedging  Activities."   The
Statement  will  require  the company to recognize  all  derivatives  on  the
balance  sheet  at  fair  value.  Derivatives that are  not  hedges  must  be
adjusted to fair



                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes

value  through income, if the derivative is a hedge, depending on the  nature
of  the hedge, changes in the fair value of derivatives will either be offset
against  the change in fair value of the hedged assets, liabilities, or  firm
commitments  through  earnings or recognized in  other  comprehensive  income
until the hedged item is recognized in earnings.  The ineffective portion  of
a  derivative's  change  in  fair value will  be  immediately  recognized  in
earnings.  The company does not expect SFAS No. 133 to have a material impact
on earning s and financial position.

In  December  1999,  the  Securities and Exchange Commission  released  Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
No.  101),  which  provides  guidance on the  recognition,  presentation  and
disclosure  of revenue in financial statements.  SAB No. 101 did  not  impact
the company's revenue recognition policies.
Year-end
The Company has selected December 31 as its year-end.


Note 2 - Going concern

The  Company's financial statements are prepared using the generally accepted
accounting  principles applicable to a going concern, which contemplates  the
realization of assets and liquidation of liabilities in the normal course  of
business.   However,  the  Company has not commenced  its  planned  principal
operations.  Without realization of additional capital, it would be  unlikely
for the Company to continue as a going concern.

The  Company has been in the development stage since its inception.  As shown
in the accompanying financial statements, the Company has incurred a net loss
since  its inception, which has resulted in a deficit accumulated during  the
development stage of $1,812,952.  Capital advances from stockholders are  the
Company's  only  current source of funds.  As such, the  Company's  continued
existence  is  dependent  upon  obtaining sufficient  investor  interest  and
financing  in  order  to  commence development of its entertainment  industry
business, and achieving future profitable operations.

Note 3 - Income taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards  No.  109, "Accounting for Income Taxes"  ("SFAS No.  109"),  which
requires  use of the liability method.   SFAS No.  109 provides that deferred
tax  assets and liabilities are recorded based on the differences between the
tax  bases of assets and liabilities and their carrying amounts for financial
reporting  purposes,  referred  to as temporary  differences.   Deferred  tax
assets  and  liabilities at the end of each period are determined  using  the
currently enacted tax rates applied to taxable income in the periods in which
the  deferred  tax  assets  and liabilities are expected  to  be  settled  or
realized.

The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes.  The sources and tax effects of the differences are as follows:

                 U.S federal statutory rate      (34.0%)

                 Valuation reserve                 34.0%

                 Total                                -%

As of December 31, 2000, the Company has a net operating loss carryforward of
approximately $1,812,952 for tax purposes, which will be available to  offset
future  taxable income.  If not used, this carryforward will expire in  2020.
The deferred tax asset relating to the operating loss has been fully reserved
at December 31, 2000 and 1999.



                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes


Note 4 - Equipment

Equipment  consists  of  computer equipment costing  $1,102.   No  additional
equipment was purchased during the year ended December 31, 2000.

Depreciation expense was $276 and $276 for the years ended December 31,  2000
and 1999, respectively.

Note 5 - Accrued salaries and benefits

Accrued salaries and benefits in totaling $586,115 are due to officers of the
Company.   During the year ended December 31, 2000, 1,000,000 shares  of  the
Company's $0.001 par value common stock were issued at $0.20 per share to the
officers as payment of $200,000 against the accrued salaries and benefits.

Note 6 - Stockholder advances

The  advances  are non-interest bearing and are expected to  be  repaid  with
anticipated new funds from further equity offerings (see Note 2).

Note 7 - Related party transactions

The  Company  does  not  lease  or rent any property.   Office  services  are
provided  without  charge by a director.  Such costs are  immaterial  to  the
financial statements and, accordingly, have not been reflected therein.   The
officers  and  directors  of  the  Company are  involved  in  other  business
activities  and  may,  in  the  future, become  involved  in  other  business
opportunities.   If a specific business opportunity becomes  available,  such
persons may face a conflict in selecting between the Company and their  other
business  interests.   The  Company  has not  formulated  a  policy  for  the
resolution of such conflicts.

Note 8 - Stockholders' Equity

The  Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

During  the year ended December 31, 1998, the Company issued 1,293,000 shares
of  its  $0.001  par  value  common stock to the founding  stockholders,  the
Company's  securities  counsel  and  other  financial  advisors  for  various
promotional and professional services provided on behalf of the Company.  All
stock was issued for approximately the fair market value of the consideration
received.

During  October 1998, the Company effected a 4-for-1 stock split.  Concurrent
with the stock split, the founding stockholders voluntarily retired 9,000,000
shares of the common stock at the common stock's par value.

During  the year ended December 31, 1998, the Company issued 1,764,000 shares
of  its  $0.001  par value common stock in exchange for certain  intellectual
property  rights contributed by the Company's Chief Executive  Officer.   The
property  rights  are  valued at the par value of the underlying  shares,  or
$1,764.

During March 1998, the Company completed an exempt placement of securities of
2,860 shares of its $0.001 par value common stock and 2,860 warrants pursuant
to  Rule  504  of  Regulation  D of the Securities  and  Exchange  Commission
("Regulation D").  Each warrant permits the holder to purchase one  share  of
the  Company's  $0.001 par value common stock at a price of $5.00  per  share
during a period beginning March 27, 1998 and ending March 27, 2003.  In  June
1998,  the  Company  completed an exempt placement of  securities  of  40,000
shares  of  its $0.001 par value common stock pursuant to Regulation  D.   In
September  1998, the Company completed an exempt placement of  securities  of
45,255 shares of its $0.001 par value common stock pursuant to Regulation  D.
In November 1998, the



                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes



Company completed an exempt placement of securities of 57,000 shares  of  its
$0.001 par value common stock pursuant to Regulation D.  On February 1, 1999,
the  Company commenced offering for sale up to 500,000 shares of  its  $0.001
par  value  common  stock pursuant to Regulation D at an  offering  price  of
$.5625  per  share, and sold 133,289 shares of common stock through  February
15,  1999.   Upon  closing of the offering, the balance of deferred  offering
costs was charged to additional paid-in capital.


During the year ended December 31, 1999, the Company issued 928,889 shares of
its $0.001 par value common stock to stockholders for various promotional and
professional  services  provided on behalf of the  Company.   All  stock  was
issued for approximately the fair market value of the consideration received.


During the year ended December 31, 2000, the Company issued 243,000 shares of
its  $0.001  par value common stock to the Company's securities  counsel  and
other  financial  advisors for various promotional and professional  services
provided  on  behalf of the Company.  All stock was issued for  approximately
the fair market value of the consideration received.


During  the  year ended December 31, 2000, 1,000,000 shares of the  Company's
$0.001  par value common stock were issued at $0.20 per share to the officers
as payment of $200,000 against the accrued salaries and benefits.



Note 9 - Stock options

The  Company  has  reserved for issuance an aggregate of  500,000  shares  of
common  stock  for issuance under its 1998 Stock Option Plan and Non-Employee
Directors' Plan (the "Directors' Plan").  On January 1 , 2000, the  Company's
Board  of  Directors  adopted the 2000 Stock Option Plan which  provides  for
issuance of an additional 600,000 shares of common stock on similar terms  to
its  1998  Stock Option Plan (collectively referred to as the  "Stock  Option
Plans"),  as  described below.  Generally, all options terminate ninety  days
after a change in control of the Company.

Stock Option Plans
The Stock Option Plans provide for the issuance of both qualified (incentive)
and   non-qualified   stock  options  to  employees,   officers,   directors,
consultants  and  independent contractors of the  Company.   Qualified  stock
options  may  be granted at an exercise price equal to the fair market  value
per  share of the Company's common stock on the date of grant.  Non-qualified
stock  options may be granted at an exercise price not less than  eighty-five
percent  of the fair market value per share of the Company's common stock  on
the  date  of grant.  Each option granted will be exercisable for a term  not
more  than ten years after the date of grant, and may be fully vested at  the
date of grant.

Directors' Plan
Each  non-employee director will receive an option to purchase 50,000  shares
of  common  stock.  The options of non-employee directors will be exercisable
according  to the Stock Option Plans, except that options granted  under  the
Directors' Plan may not be exercised more than five years after the  date  of
grant.





                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes

                                          Year ended          Year ended
                                       December 31, 2000  December 31, 1999
                                                 Weighted           Weighted
                                       Shares    Average   Shares   Average
                                                 Exercise           Exercise
                                                  Price              Price
                                                        
Outstanding at beginning of period      500,000     $0.65        --       --
  Granted                                    --        --   500,000    $0.65
  Exercised                                  --        --        --       --
  Lapsed or
  cancelled                                  --        --        --       --
                                       --------  --------  --------  -------
Outstanding at end of period            500,000     $0.65   500,000    $0.65
                                       ========  ========  ========  =======
Options exercisable at end of period    500,000             500,000
Options available for future grant      600,000             600,000
Weighted average minimum fair value
of options granted during the period         --              $0.517


The  Company accounts for stock-based compensation using the intrinsic  value
method  prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for  Stock Issued to Employees" , under which no compensation cost for  stock
options  is  recognized for stock options awards granted  at  or  above  fair
market  value.  Had compensation expense for the Company's Stock Option  Plan
been  determined based upon fair values at the grant dates for  awards  under
those  plans  in accordance with Statement of Financial Accounting  Standards
No.  123  ("SFAS  123")  "Accounting  for  Stock-Based  Compensation"  ,  the
Company's net loss available to common stockholders would have been increased
to the pro forma amounts indicated below.  Additional stock option awards are
anticipated in future years.


                               Year ended                 Year ended
                            December 31, 2000         December 31, 1999
                                              
 Net loss available
 to common stockholders:

           As reported           $(1,812,952)                     $(650,638)

           Pro Forma             $(1,812,952)                     $(909,238)




                  Twin Faces East Entertainment Corporation
                        (A Development Stage Company)
                                    Notes
The  weighted average minimum fair value of options granted during the  three
years  in the period ended December 31, 2000, estimated on the date of  grant
were  determined  using  the  Black-Scholes  option-pricing  model  and   the
following assumptions : dividend yield of 0% , expected volatility  of  109%,
risk-free interest rate range of 5.81% to 6.09% depending on the grant  date,
and an expected life of five years.

The  following  table  presents summarized information  about  stock  options
outstanding as of December 31, 2000.


                          Options Outstanding            Options Exercisable

                                Weighted
                                Avergage    Weighted                Weighted
    Range of         Number     Remaining    Average      Number     Average
    Exercise       Outstanding Contractual  Exercise    Outstanding Exercise
     Prices        at 12/31/00    Life        Price     at 12/31/00   Price
                                                     
     $0.25           300,000   3.50 years     $0.25       300,000     $0.25

     $1.00           200,000   3.90 years     $1.25       200,000     $1.25


Note 10 - Commitments

The Company has entered into employment contracts with certain officers.  The
contracts  are  for  a  period  of five years each.   In  consideration,  the
officers  have  agreed  that they would not directly  or  indirectly  compete
against  the  Company  for  a  period of one year  following  termination  of
employment.

Note 11 - Subsequent events

On  October 21, 2001, the Company Board of Directors accepted three  separate
loan agreements at $110,000 each funded in October, November, and December of
2001.  Each loan bears interest at 20%, and is payable in cash of $132,000 or
$154,000  worth of the Company's $0.001 par value restricted common stock  on
an  annual basis.  Additional consideration includes 333,333 shares per  note
of  the  Company's  $0.001  par  value common  stock  bearing  the  Rule  144
restriction.

On  October  31,  2001, the Company entered into an Asset Purchase  Agreement
("Agreement") with Pangaea Education Systems, LLC ("PAN"), a multidimensional
education  company based in Florida.  In exchange for exclusive ownership  of
the  intellectual property of PAN, the Company issued 1,500,000 shares of its
$0.001  par  value preferred stock.  The stock carries conversion  rights  to
common  shares on an annual basis the first week of January each  year  after
12/31/03.   Within  30  days of completion of the  first  quarter  end  of  a
positive EBITDA as a wholly owned subsidiary, PAN will receive a five hundred
thousand  share  bonus of the Company's $0.001 par value common  stock.   The
performance  bonus  must  occur prior to 1/1/03,  at  which  time  the  bonus
expires.   The  intellectual  property  has  been  transferred  into  Pangaea
Education Systems, Inc., a wholly owned subsidiary formed by the Company.

On  November 5, 2001, the Company issued 1,100,000 shares of its  $0.001  par
value  common  stock  at $0.25 per share to its officers in  satisfaction  of
accrued salaries and benefits totaling $275,000.

On  November 10, 2001, the Company cancelled its consulting agreement with J.
Douglas  Group and rescinded the corresponding 250,000 shares of  $0.001  par
value common stock.

On November 10, 2001, the Company entered into a consulting contract with Mr.
Marco  Alfonsi  for  a period of one year.  Pursuant to  the  agreement,  the
Company  issued  Mr. Alfonsi 250,000 shares of its $0.001  par  value  common
stock bearing the Rule 144 restriction.