Sunrise Real Estate Group Inc – ‘S-8 POS’ on 4/5/02

On:  Friday, 4/5/02   ·   Effective:  4/5/02   ·   Accession #:  1010549-2-186   ·   File #:  333-71604

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     2      9K 

S-8 POS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________

 POST-EFFECTIVE AMENDMENT NO. ONE TO
FORM S-8

REGISTRATION STATEMENT UNDER
----------------------------
THE SECURITIES ACT OF 1933
--------------------------

Parallax Entertainment, Inc.
 ---------------
(Exact name of registrant as specified in its charter)

      Texas                                     75-2713701
 --------------------------                        ---------------
(State or other jurisdiction of                     (I.R.S. Employer  
incorporation  or organization)                    Identification No.)

 14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75254
------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)

 Employee/Consultant Stock Plan 2001
------------------------
(Full title of the plan)

Gust Kepler, C.E.O., 14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75254
 ---------------------------------------------------------------------------
 (Name and address of agent for service)

(972) 726-9203
 ---------------
 (Telephone number, including area code, of agent for service)

IF ANY OF THE  SECURITIES  BEING  REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS  BASIS  PURSUANT TO RULE 415 UNDER THE  SECURITIES  ACT OF
1933,  OTHER  THAN  SECURITIES  OFFERED  ONLY IN  CONNECTION  WITH  DIVIDEND  OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]                                 

                                                        [Enlarge/Download Table]


                             CALCULATION OF REGISTRATION FEE                                  

                                                         Proposed                             
                                       Proposed          maximum                              
Title of securities  Amount to be      maximum offering  aggregate offering   Amount of       
to be registered     registered        price per share   price                registration fee
-------------------  ----------------  ----------------  -------------------  ----------------
                                                                                              
Common Stock         29,000,000 Shares  $ 0.0575(1)       $1,667,500             $417         

S-8 POS
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(1)  Computed  pursuant  to Rule 457 solely of the  purpose of  calculating  the
registration  fee and not as a  representation  as to any actual proposed price.
The fee is based upon the average of the closing bid and ask price of the common
stock reported on the NASD Bulletin Board for October 12, 2001.  Includes shares
of  common  stock,  and  common  stock  underlying  options,  to be  granted  by
determination of the Board.                                                     

(2) Number of shares and  proposed  maximum  offering  price have been  adjusted
pursuant to SEC Rule 416 for a 20 for 1 stock split on November 2, 2001.        

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Dallas, Texas on April 4, 2002.                                  

Parallax Entertainment, Inc.                                                    

By:  /s/  Gust Kepler                                                           
-------------------------------                                           
Gust Kepler,                                                        
Chief Executive Officer                                             
(Principal Executive Officer)                                         

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.                                                                 

Parallax Entertainment,  Inc.                                                   

By:  /s/ Gust Kepler                                                            
-------------------------------                                           
Gust Kepler, Chief Financial Officer, Director                            
(Principal Financial Officer and Director)                                

April 4, 2002                                                                   

Dates Referenced Herein

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/5/02							None on these Dates
		4/4/02		2
		11/2/01		2
		10/12/01		2
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