SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

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

       For the transition period from _______________ to _______________.


                       COMMISSION FILE NUMBER:  000-49943

                               STAR E MEDIA CORP.
             (Exact name of registrant as specified in its charter)

               NEVADA                                            91-2038162
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)

            27171 BURBANK ROAD
          LAKE FOREST, CALIFORNIA                                  92610
(Address of principal executive offices)                        (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (949) 581-9477


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes    X     No.
                                                         -----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will 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-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

     State  issuer's  revenues  for  its most recent fiscal year.       $144,197

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of the Exchange Act.)  $2,596,000 based on the closing bid price of
$0.20  for  the  common  stock  on  April  14,  2003.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of April 14, 2003, there
were  12,980,000  shares  of  common  stock,  par  value  $0.001,  issued  and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                           Yes        No    X
                               -----      -----
<PAGE>
                               STAR E MEDIA CORP.

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with Section  16(a)  of  the  Exchange  Act

Item  10         Executive  Compensation

Item  11         Security  Ownership of Certain Beneficial Owners and Management

Item  12         Certain  Relationships  and  Related  Transactions

Item  13         Exhibits  and  Reports  on  Form  8-K

Item  14         Controls  and  Procedures



<PAGE>
                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Management's  Discussion  and  Analysis of Financial Condition or
Plan  of Operation." Forward-looking statements also include statements in which
words  such  as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.   The  Company's  future  results
and shareholder values may differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

     We  are  a  Nevada  corporation,  originally  incorporated as Star E Media,
Corporation  in  March  2000.  From the date of our incorporation through August
2001, our business activities were limited to organizational matters, recruiting
members  of  our  management  team,  and contractual negotiations with our three
major  suppliers.

     During  this  time,  our management determined that being a publicly traded
company  would  allow us to raise necessary capital and would give us additional
credibility  and  leverage  in negotiations with suppliers and distributors.  In
August  2001,  we  merged with a publicly traded shell corporation, Quick & Easy
Software,  Inc.,  a Nevada corporation, and the name of Quick & Easy was changed
to Star E Media Corp.  Prior to the merger, Quick & Easy had 2,400,000 shares of
common  stock  outstanding,  and  as part of the merger an additional 10,000,000
shares  of Quick & Easy common stock were issued to our shareholders in exchange
for  10,000,000  shares  of  Star  E Media, Corporation, valued at $12,067.  The
terms  of  the  merger were determined based on arms-length negotiations between
unrelated  parties,  and  the  transaction  was  accounted  for  as  a  reverse
acquisition.

     Prior  to  the  merger,  the beneficial owners of Star E Media, Corporation
were  Ghaby  "Gabriel" Nassar, our Chief Executive Officer, Eugene G. Abbadessa,
our  President,  Mouneer  Sallman,  the  beneficial  owner  of  shares  held  by
Investment  One,  and  Medhi  Hatamian,  our Director.  Prior to the merger, the
beneficial  owners  of  Quick  &  Easy  were  Carl  T.  Suter  and Joe R. Glenn.

     Since the merger with Quick & Easy, our business operations have focused on
establishing  contractual  relationships  with our suppliers and distributors as
more  fully  set  forth  below.

Principal  Products  and  Markets
---------------------------------

     We  develop  and  market  children's  bilingual  educational/entertainment
software,  primarily  in  the  Spanish,  Arabic, and English languages.  We have
agreements  with  four  software  companies  to  localize  their  English CD-ROM
educational/entertainment software to foreign languages, and then distribute the
software  primarily  in  countries  other  than  the United States.  Our list of
software  titles  includes:

<PAGE>
<TABLE>
<CAPTION>

KEY
--------------------------
A          Complete
B          Gold Master
C          In Development
D          To Be Developed
--------------------------

<S>                                              <C>     <C>
ARABIC AND SPANISH TITLES . . . . . . . . . . .  STATUS  DISTRIBUTOR
                                                 ------  ---------------------------
Multiplication & Division . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Addition & Subtraction. . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Alphabet Number 1-100 . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Colors, Shapes & More . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Same or Different Preschool . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Does it Belong? Preschool . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Shapes Preschool. . . . . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Beginning Sounds Preschool. . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Math 2. . . . . . . . . . . . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Math 3. . . . . . . . . . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Transition Math K-1 . . . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Spelling Puzzles 1. . . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Reading Readiness K-1 Bk 1. . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Thinking Skills Preschool . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Math 1. . . . . . . . . . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Alphabet K. . . . . . . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Multiplication & Division 3-4 . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Time, Money & Fractions 1-2 . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Vocabulary Puzzles 1. . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Jog, Frog, Jog/Nine Men Chase a Hen Reading K-1  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
A Different Tune/It's Magic Reading 1-2 . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Phonics 2-3 . . . . . . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Beep, Beep!/I Want a Pet. . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
The Big Race/Nicole Digs a Hole . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Pencil-Pal Preschool. . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Pencil-Pal Kindergarten . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Pencil-Pal First Grade. . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Pencil-Pal Phonics. . . . . . . . . . . . . . .  D       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Clifford Reading Adventure. . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Clifford Thinking Pre-K . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Math Shop . . . . . . . . . . . . . . . . . . .  A,B/C   SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
First Thousand Words. . . . . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
I Spy Spooky Mansion. . . . . . . . . . . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
I Spy Puppet Playhouse. . . . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
I Spy Junior. . . . . . . . . . . . . . . . . .  A,B     SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Huggley's Sleep Over. . . . . . . . . . . . . .  C/A,B   SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Huggley's Turtle Rescue . . . . . . . . . . . .  A,B/C   SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
I Spy Classic . . . . . . . . . . . . . . . . .  C/A,B   SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
eVac-U8! From Windy Towers - Full Product . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
eVac-U8! From Windy Towers - Mini Product . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
eVac-U8! From Windy Towers - School Version . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Ratbags at Windy Towers - Full Product. . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Ratbags at Windy Towers - Mini Product. . . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
Ratbags at Windy Towers - School Version. . . .  C       SpaceToon/ESP International
-----------------------------------------------  ------  ---------------------------
                                        2
<PAGE>

ARABIC TITLES . . . . . . . . . . . . . . . . .  STATUS  DISTRIBUTOR
-----------------------------------------------  ------  ---------------------------
Jumpstart Animal Adventure. . . . . . . . . . .  C       SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Advanced 1st Grade. . . . . . . . . .  D       SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Advanced Preschool. . . . . . . . . .  C       SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Advanced Kindergarten . . . . . . . .  C       SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart 1st Grade . . . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart 2nd Grade . . . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart 3rd Grade . . . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Pre-Kindergarten. . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Kindergarten. . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Toddlers. . . . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
Jumpstart Preschool . . . . . . . . . . . . . .  A,B     SpaceToon
-----------------------------------------------  ------  ---------------------------
</TABLE>

     Our  distribution agreement with Scholastic, Inc., as amended, gives us the
non-exclusive  right to translate, and the exclusive right to market, distribute
and  sell  ten  software  titles  into  the  Spanish and Arabic language, and to
distribute  those  titles in Brazil, Colombia, Venezuela, Peru, Argentina, Costa
Rica,  Guatemala, El Salvador, Mexico, and Spain.  These titles include "I Spy,"
and  "Clifford."  Previously,  we  had  the  right  to  thirteen  titles, but an
amendment  to  our  agreement  in September 2002 deleted three titles.  For each
unit we translate and sell, we will pay a royalty to Scholastic of $1.50, and we
are  otherwise  free  to  choose the price at which we resell the units to third
parties.  We have guaranteed a minimum royalty to Scholastic of $80,500, payable
in  advance  and  recoupable  against  the  first royalties due.  Scholastic may
purchase  translated  units  from us for distribution by them in the rest of the
world  other than our territory for prices ranging from $2.50 to $3.50 per unit.
Finally, for each unit we sell, but which Scholastic translated, Scholastic will
pay  us  a  royalty of $0.50.  The agreement, as amended, will terminate, unless
extended,  on  February  28,  2004.

     In  March 2003, we cancelled our agreement with School Zone Interactive and
entered  into  a  new  agreement with them for the distribution of their titles.
Our  new  distribution agreement gives us the exclusive right to translate up to
twenty-eight  software  titles  into  the  Spanish  and Arabic languages, and to
distribute  those titles worldwide except for  schools  and  to  certain  School
Zone customers.  These titles include "Reading  Readiness,"  "Alphabet  K,"  and
"Phonics."  For each unit we translate and sell, we will pay a royalty to School
Zone  equal  to the greater of (i) 20% of the gross selling price for each unit,
or  (ii)  $0.75  per CD-ROM and $0.10 per workbook, and we are otherwise free to
choose the price at which we resell the units to third parties.  We are required
to  pay  an advance royalty to School Zone of $2,500 per title, of which we have
paid  a  total of $10,000 for four titles.  We have guaranteed minimum royalties
of  $13,600 for the Spanish rights and $6,800 for the Arabic rights in year one,
and $6,800 for the Spanish rights and $3,400 for the Arabic rights in subsequent
years.  We  anticipate  being  able to meet the minimum sales thresholds through
our  distribution  agreements  with  SpaceToon and ESP International, but in the
event we do not we will be required to pay to School Zone an amount equal to the
difference.  The  agreement  will  terminate,  unless  extended, on December 31,
2007.

     Our  license  and distribution agreement with Vivendi Universal Interactive
Publishing  North  America,  Inc.  expired  automatically  on July 24, 2002.  On
November  1,  2002, we entered into a new International License and Distribution
Agreement with Vivendi Universal Games, Inc., which gives us the exclusive right
to  translate eleven software titles into the Arabic language, and to distribute
those  titles  in  the  Middle  East.  These  titles  consist of the "Jumpstart"
series.  For  each  unit we translate and sell, we will pay a royalty to Vivendi
of  either  $1.00 or $4.00, depending on the title, and we are otherwise free to
choose  the  price  at  which  we resell the units to third parties.  We are not
required  to  pay an advance royalty to Vivendi, and we have guaranteed sales of
at least five thousand units of each title.  The agreement terminates on October
31,  2003.

                                        3
<PAGE>
     Our  license  and  distribution  agreement with Lizard Edutainment Pty Ltd.
gives  us  the  exclusive right to translate six software titles into the Arabic
and  Spanish  languages and to distribute those titles in the United States (for
the English version) and worldwide (for the Spanish and Arabic versions).  These
titles are the "full product," "mini product," and "school version" of "eVac-U8!
From  Windy  Towers"  and  "Ratbags at Windy Towers."  We are obligated to pay a
non-refundable,  irrevocable  guaranteed  license  fee  of  $100,000  to Lizard,
payable  in  five  installments  at times to be agreed on by the parties.  As of
April  14,  2003,  we  have  not  paid  any  of this guaranteed license fee.  In
addition, for each unit we sell, we will pay Lizard a per-unit license fee equal
to  20%  of  net  sales  revenues, or $0.75, whichever is greater, to be applied
against  the  guaranteed  license  fee.  We guaranteed sales of 200,000 units in
year  one, 300,000 units in year two, 350,000 units in year three, 400,000 units
in  year  four,  and 450,000 units in year five.  The agreement is for a term of
three  years,  with  an  option  for  yearly  renewals.

     We  are  dependent  on  these  four  suppliers  to  provide  our  products.

Distribution
------------

     We  will  distribute software titles through marketing and sales agreements
with  two  independent  marketing  and  sales  companies   who   will  establish
distributors  worldwide.

     Our  marketing  and  sales  agreement  with  SpaceToon  grants  to them the
exclusive  right  to  market,  sell,  and  distribute all of our products in the
Middle East, North Africa, and Arabic speaking nations.  The price to be paid by
SpaceToon  for  our  products  is  $4.75.  The  agreement will terminate, unless
extended,  on  April  30,  2007.

     Our  Licensing  Representative  Agreement  with ESP International grants to
them  the exclusive right-to-recruit, establish, and manage distributors for all
of  our  products  worldwide  except  for  the  Middle  East and Arabic speaking
nations.  We  will  pay  a monthly fee to ESP to recruit and manage distributors
for us, starting at $3,000 and increasing to $10,000 per month over nine months,
and  ESP  will  receive  a  25%  commission  on  all royalties received with the
exception  of  School  Zone  products.  ESP  has  guaranteed  minimum sales from
distributors it recruits of 220,000 units in the first year, increasing annually
up  to  1,250,000  units  in  year  four.  The  agreement will terminate, unless
extended,  on  May  31,  2005.

     We  are  dependent on these two marketing and sales organizations to market
and  sell  all  of  our  products.

Competition
-----------

     We  compete  with  many software manufacturers for the sale of CD-ROM based
educational  software.  Although  sales of education software are competitive in
the United States, we believe that sales in the Middle East, Arabic, and Spanish
speaking  countries  are  not  as strong.  We are not aware of any competitor in
these regions for our products.  In addition, because of the exclusive nature of
some of our product agreements, we will not have direct competition for the sale
of  identical  products,  although  we will face competition from other software
titles.

Intellectual  Property
----------------------

     Because we acquire our principal products through license agreements, we do
not  have  any  intellectual  property  rights  to  the  products.  We  have  no
registered  trademarks  or  service  marks  to  date.

                                        4
<PAGE>
Government  Approvals  and  Regulation
--------------------------------------

     Other  than  customary  labor  laws and local ordinances regarding sales of
products  in  public, we are not subject to any government regulation.  Further,
we  are  not  subject  to  any  environmental  laws  or  regulations.  Any  risk
associated  with  the  sale of our products in foreign markets is assumed by our
distributors.

Research  and  Development
--------------------------

     We  have  not  spent  any  material amount of time or money on research and
development,  and  do  not  anticipate  doing  so  in the future.  Our financial
statements  reflect some research and development expenses, which are related to
development  expenses  in translating the software titles into foreign language.

Employees
---------

     We  do  not  currently  have any employees.  Our officers and directors are
engaged  on  a  consulting  basis.  We  do  not  currently have any employees or
consultants who are translating the software titles we acquire, although we have
had  up  to five such consultants in the past.  We intend to re-hire translation
consultants and full-time executives in finance and distribution as sales of our
products  begin  to  increase.

     Our  web  site  is  located at www.staremedia.com.  Our telephone number is
(949)  581-9477.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     We lease approximately 5,000 square feet of office space, and approximately
1,000  square  feet of warehouse space, both at 27171 Burbank Road, Lake Forest,
California  92610,  from Diversi Corp., an entity owned by two of our directors,
Eugene  G.  Abbadessa  and  Ghaby  ("Gabriel")  Nassar.  The  lease is a verbal,
month-to-month  agreement,  and  we  agree  to  pay certain overhead expenses of
Diversi  of  approximately  $8,000 per month that are allocated as rent expense.

     We  believe  that our existing office and warehouse space are sufficient to
meet  our  needs  for  the  foreseeable future.  In the event we need additional
office  or warehouse space, we anticipate being able to obtain it at our current
location  from  our  current  lessor,  or  from third parties at market rates as
necessary.

ITEM  3  -  LEGAL  PROCEEDINGS

     We  are  not a party to or otherwise involved in any legal proceedings.  In
the ordinary course of business, we may from time to time be involved in various
pending  or  threatened  legal  actions.  The  litigation  process is inherently
uncertain  and  it  is possible that the resolution of such matters might have a
material  adverse  effect  our financial condition and/or results of operations.

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

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  our  fiscal  year  ended  December  31,  2002.


                                        5
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     Beginning  January 15, 2003, our common stock began trading on the Over the
Counter  Bulletin  Board  under the symbol STRE.  Prior to January 15, 2003, our
common  stock  traded  on the Pink Sheets.  Our common stock is only traded on a
limited  or sporadic basis and should not be deemed to constitute an established
public  trading  market.  There  is no assurance that there will be liquidity in
the  common  stock.

     Below is a table indicating the range of high and low transaction price for
the  common  stock  for  each  quarterly  period  within  the  most  recent  two
fiscal years.  The  information  reflects  prices between  dealers, and does not
include retail markup, markdown, or commission, and  may  not  represent  actual
transactions.
<TABLE>
<CAPTION>



                                                   PRICES
<S>   <C>                                      <C>        <C>
YEAR  PERIOD                                   HIGH       LOW
                                               --------------

2000  First Quarter                                 N/A
      Second Quarter                                N/A
      Third Quarter                               unpriced
      (Sept. 20 (first available) - Sept. 29)
      Fourth Quarter                            $0.01  $0.01

2001  First Quarter                             $0.01  $0.01
      Second Quarter                            $0.01  $0.01
      Third Quarter                             $1.00  $0.01
      Fourth Quarter                            $1.00  $0.10

2002  First Quarter                             $0.90  $0.30
      Second Quarter                            $1.10  $0.40
      Third Quarter                             $0.90  $0.13
      Fourth Quarter                            $0.60  $0.03

2003  First Quarter                             $0.45  $0.10
      Second Quarter                            $0.51  $0.20
      (through April 14)
</TABLE>

HOLDERS

     As of April 14, 2003, there were 114 holders of record of the common stock.

     Our  authorized  capital  stock  consists  of  100,000,000 shares of common
stock,  par  value  $0.001,  and 20,000,000 shares of preferred stock, par value
$0.001.  As  of  April 14, 2003, there are 12,980,000 shares of our common stock
issued  and outstanding, and no shares of preferred stock issued or outstanding.

                                        6
<PAGE>
     COMMON  STOCK.  Each  shareholder  of our common stock is entitled to a pro
rata  share  of  cash  distributions  made  to  shareholders, including dividend
payments.  The  holders  of  our  common stock are entitled to one vote for each
share  of  record  on  all  matters to be voted on by shareholders.  There is no
cumulative  voting  with  respect  to the election of our directors or any other
matter.  Therefore,  the  holders  of  more than 50% of the shares voted for the
election  of those directors can elect all of the directors.  The holders of our
common stock are entitled to receive dividends when and if declared by our Board
of  Directors from funds legally available therefore.  Cash dividends are at the
sole  discretion  of  our  Board of Directors.  In the event of our liquidation,
dissolution  or  winding  up,  the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of our liabilities and after provision has been made for each class of stock, if
any,  having  any preference in relation to our common stock.  Holders of shares
of our common stock have no conversion, preemptive or other subscription rights,
and  there  are  no  redemption  provisions  applicable  to  our  common  stock.

     PREFERRED STOCK.  We are authorized to issue 20,000,000 shares of preferred
stock, par value $0.001, of which no such shares are issued and outstanding.  We
have  not  designated  the  rights  and preferences of our preferred stock.  The
availability  or  issuance  of  these  shares  could delay, defer, discourage or
prevent  a  change  in  control.

     STOCK  OPTION  PLAN.  On  July  1,  2002,  our  directors  and shareholders
approved the Star E Media Corp. Omnibus Securities Plan, effective July 1, 2002.
The plan offers selected employees, directors, and consultants an opportunity to
acquire  our  common  stock,  and  serves  to  encourage  such persons to remain
employed  by  us and to attract new employees.  The plan allows for the award of
stock  and  options,  up  to 1,200,000 shares of our common stock.  On March 13,
2003,  we  filed  a  registration  statement on Form S-8 with the Securities and
Exchange  Commission to register the shares of common stock covered by the plan.
As  of April 14, 2003, 100,000 shares of our common stock have been issued under
the  plan.

     The  following  table sets forth, as of December 31, 2002, information with
respect  to  the  Star  E  Media  Corp.  Omnibus  Securities  Plan:
<TABLE>
<CAPTION>


<S>                               <C>                <C>                <C>
                                        (A)               (B)                (C)
                                  NUMBER OF
                                  SECURITIES
                                  REMAINING
                                  NUMBER OF          AVAILABLE FOR
                                  SECURITIES TO BE   WEIGHTED-          FUTURE ISSUANCE
                                  ISSUED UPON        AVERAGE EXERCISE   UNDER EQUITY
                                  EXERCISE OF        PRICE OF           COMPENSATION
                                  OUTSTANDING        OUTSTANDING        PLANS (EXCLUDING
                                  OPTIONS,           OPTIONS,           SECURITIES
                                  WARRANTS AND       WARRANTS AND       REFLECTED IN
PLAN CATEGORY                     RIGHTS             RIGHTS             COLUMN (A))
--------------------------------  -----------------  -----------------  -----------------

Equity compensation plans
approved by security holders           -0-                  N/A             1,100,000

Equity compensation plans
not approved by security holders       N/A                  N/A                N/A

Total                                  -0-                  N/A             1,100,000
</TABLE>


     TRANSFER  AGENT.  The  transfer  agent  for  our  common  stock is Transfer
Online,  Inc., 227 SW Pine Street, Suite 300, Portland, Oregon  97204, telephone
number  (503)  227-2950.

                                        7
<PAGE>
DIVIDEND  POLICY

     We have never declared or paid a cash dividend on our capital stock.  We do
not  expect to pay cash dividends on our common stock in the foreseeable future.
We  currently  intend  to  retain our earnings, if any, for use in our business.
Any  dividends  declared in the future will be at the discretion of our Board of
Directors  and  subject to any restrictions that may be imposed by our lenders.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  November 2000, we issued (i) 1,000,000 shares of common stock to Eugene
G.  Abbadessa  and 1,000,000 shares of common stock to Ghaby ("Gabriel") Nassar,
both  officers  and  directors  of  the Company, for cash consideration equal to
$1,500,  respectively,  or  $0.0015  per  share, (ii) 5,323,748 shares of common
stock  to Investment One (an investment holding company, the beneficial owner of
which  is  Mr.  Mouneer  Sallman,  the  brother-in-law  of  Mr. Nassar) for cash
consideration  equal  to  $5,650, or $0.00106 per share, (iii) 900,000 shares of
common  stock  to four unrelated shareholders as consideration for introductions
leading  to  the Quick & Easy merger, and (iv) 150,000 shares of common stock to
Dr.  Medhi  Hatamian as compensation for serving on the Board of Directors.  The
issuances  were  exempt  from  registration  pursuant  to  Section  4(2)  of the
Securities Act of 1933, each of the shareholders was an accredited investor, and
the  shares  were restricted in accordance with Rule 144 promulgated thereunder.

     In  December  2000,  we  issued  126,252  shares of common stock to Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers  and  directors  of  the Company, as consideration for the reduction of
$226,276  in  debt  due  from  the  Company to Western Global.  The issuance was
exempt  from  registration  pursuant  to Section 4(2) of the Securities Act, the
shareholder  was  an  accredited  investor,  and  the  shares were restricted in
accordance  with  Rule  144  promulgated  thereunder.

     In  January 2001, we issued (i) 135,000 shares of common stock to Dr. Medhi
Hatamian,  a  director of the Company, for cash consideration equal to $100,000,
or  $0.74  per  share,  (ii)  75,000  shares  of  common  stock  to an unrelated
individual  for  cash  consideration  equal to $50,000, or $0.666 per share, and
(iii)  37,500  shares  to an unrelated individual who was an assignee of Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers  and  directors  of  the Company, as consideration for the reduction of
$25,000  in  debt  due  from  the Company to Western Global.  The issuances were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
each  of  the  shareholders  was  an  accredited  investor,  and the shares were
restricted  in  accordance  with  Rule  144  promulgated  thereunder.

     In  March  2001,  we  issued  4,000  shares of common stock to an unrelated
individual  for  cash  consideration  equal  to $4,000, or $1.00 per share.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act,  the shareholder was an accredited investor, and the shares were restricted
in  accordance  with  Rule  144  promulgated  thereunder.

     In May and June 2001, we issued 202,500 shares of common stock to Dr. Medhi
Hatamian,  a  director of the Company, for cash consideration equal to $150,000,
or  $0.74  per  share.  The  issuances were exempt from registration pursuant to
Section  4(2)  of  the Securities Act of 1933, the shareholder was an accredited
investor, and the shares were restricted in accordance with Rule 144 promulgated
thereunder.

     In  August  2001, in connection with the merger of Star E Media Corporation
into  Quick  &  Easy  Software, Inc., an aggregate of 8,954,000 shares of Star E
Media  Corporation  common  stock  were exchanged for 8,954,000 shares of common
stock  of  Quick  & Easy Software, Inc.  At the time of the transaction, Quick &
Easy  has  2,400,000  shares  issued  and  outstanding.  Quick  &  Easy  was the
surviving  entity  in  the  merger,  and subsequently changed its name to Star E
Media  Corp.  The  issuances  were  exempt from registration pursuant to Section
4(2)  of  the Securities Act of 1933, each of the shareholders was an accredited
investor, and the shares were restricted in accordance with Rule 144 promulgated
thereunder.

                                        8
<PAGE>
     In  August  and September 2001, subsequent to the merger with Quick & Easy,
we  issued  an  aggregate  of  50,000  shares  of  common  stock to an unrelated
individual  for  cash  consideration  equal  to  $15,000,  plus  a  subscription
receivable  of  $35,000,  or  $1.00  per  share.  The  issuance  was exempt from
registration pursuant to Section 4(2) of the Securities Act, the shareholder was
an  accredited  investor, and the shares were restricted in accordance with Rule
144  promulgated  thereunder.

     In November and December 2001, we issued (i) 135,000 shares of common stock
for cash consideration equal to $100,000, or $0.74 per share (ii) 138,834 shares
of  common  stock  for cash consideration equal to $100,000, or $0.72 per share,
and  (iii)  2,000 shares of common stock for cash consideration equal to $2,000,
or  $1.00  per  share,  to  Dr.  Medhi Hatamian, a director of the Company.  The
issuances  were  exempt  from  registration  pursuant  to  Section  4(2)  of the
Securities  Act  of  1933,  the  shareholder was an accredited investor, and the
shares  were  restricted  in  accordance  with  Rule 144 promulgated thereunder.

     In  November  2001,  we  issued  600,166  shares  of  common  stock to five
unrelated shareholders as consideration for introductions leading to the Quick &
Easy  merger.  The  issuances  were exempt from registration pursuant to Section
4(2)  of  the Securities Act of 1933, each of the shareholders was an accredited
investor, and the shares were restricted in accordance with Rule 144 promulgated
thereunder.

     In  January  2002,  we issued 25,000 shares of common stock to an unrelated
individual for consideration equal to $25,000, or $1.00 per share.  The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act, the
shareholder  was  an  accredited  investor,  and  the  shares were restricted in
accordance  with  Rule  144  promulgated  thereunder.

     In  March  2002,  we  issued  100,000  shares  of common stock to Dr. Medhi
Hatamian,  a  director  of  the Company, for consideration equal to $100,000, or
$1.00  per share.  The issuance was exempt from registration pursuant to Section
4(2)  of the Securities Act, the shareholder was an accredited investor, and the
shares  were  restricted  in  accordance  with  Rule 144 promulgated thereunder.

     In  April  2002,  we  issued  25,000 shares of common stock to an unrelated
individual for consideration equal to $25,000, or $1.00 per share.  The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act, the
shareholder  was  an  accredited  investor,  and  the  shares were restricted in
accordance  with  Rule  144  promulgated  thereunder.

     In  December 2002, we issued 250,000 shares of common stock to an unrelated
entity in connection with a consulting agreement, and warrants to acquire 23,000
shares  at  $0.50  per share to a separate unrelated entity in connection with a
separate  consulting  agreement.  The  issuances  were  exempt from registration
pursuant to Section 4(2) of the Securities Act, the shareholders were accredited
investors,  and  the  shares  were   restricted  in  accordance  with  Rule  144
promulgated  thereunder.

     In  December  2002,  we  issued  230,000  shares  of  common  stock  to six
accredited investors as additional consideration in connection with the issuance
of  a  promissory  note  in  the principal amount of $230,000.  The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act, and the
shares  were  restricted  in  accordance  with  Rule 144 promulgated thereunder.

     The  Securities  Enforcement  and  Penny  Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price  of less than $5.00 per share, subject to a few exceptions
that  we do not meet.  Unless an exception is available, the regulations require
the  delivery, prior to any transaction involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

                                        9
<PAGE>
ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion contains certain forward-looking statements that
are  subject  to  business  and economic risks and uncertainties, and our actual
results  could  differ  materially  from  those forward-looking statements.  The
following  discussion regarding our financial should be read in conjunction with
the  financial  statements  and  notes  thereto.

QUALIFIED  REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     Our  independent  accountant  has qualified his report.  He states that the
audited  financial statements of Star E Media Corp. for the period from March 8,
2000  (inception)  to  December  31, 2000, and for the years ending December 31,
2002  and 2001, have been prepared assuming the company will continue as a going
concern.  He  notes  that  our  lack  of  established  sources of revenue raises
substantial  doubt  about  our  ability  to  continue  in  business.

CRITICAL  ACCOUNTING  ISSUES

     Our  financial statements and accompanying notes are prepared in accordance
with  generally  accepted accounting principles in the United States.  Preparing
financial  statements  requires our management to make estimates and assumptions
that  affect the reported amounts of assets, liabilities, revenue, and expenses.
These estimates and assumptions are affected by our management's applications of
accounting policies.  The critical accounting policy  for  us  is  the capitali-
zation  and  amortization  of  development  (translation)  costs.

     One   of  the  components  of  inventory  is  the  capitalized  development
(translation)  costs.  Capitalized  development  costs are the translation costs
that  can  be identified with a particular product.  We maintain our capitalized
development (translation) costs on a product-by-product  basis  annually.  Amor-
tization  starts  when  the product is available for sale. At each balance sheet
date, the unamortized capitalized costs of computer software production shall be
compared  to  the  net  realized  value of that product. The amount by which the
unamortized  capitalized  costs  of a product exceed the net realizabel value of
that  asset  is  written  off.

YEARS  ENDED  DECEMBER  31,  2002  AND  2001

Results  of  Operations

     We had significant losses of $1,061,181 and $580,807, respectively, for the
years  ended December 31, 2002 and 2001.  We have funded losses from the sale of
our  stock, borrowing, and the issuance of stock for services.  We expect losses
to  continue.  To  the extent losses continue and we are unable to fund them, we
may  have  to  curtail aspects of our operations or cease operations altogether.

     We  intend  to pursue our business plan and meet our reporting requirements
utilizing cash made available from the private sale of our securities as well as
income  from  the  distribution of our products.  Our management is aggressively
pursuing  relationships  and markets for the distribution of our products and is
of  the  opinion  that  cash  flow  from  the  sales  of  our securities will be
sufficient  to  pay  our  expenses until our business operations create positive
cash  flow.  We  do not currently have sufficient capital to continue operations
for the next twelve months and will have to raise additional capital to meet our
business  objectives  as  well  as  our  1934  Act  reporting  requirements.

                                       10
<PAGE>
     On  a  long-term  basis,  our liquidity is dependent on revenue generation,
additional  infusions  of  capital and potential debt financing.  Our management
believes that additional capital and debt financing in the short term will allow
us  to  pursue  our  business  plan and thereafter result in revenue and greater
liquidity in the long term.  However, we currently have no arrangements for such
financing  and  there  can  be  no  assurance that we will be able to obtain the
needed  additional  equity  or  debt  financing  in  the  future.

Revenues

     Our  total  revenue  for the year ended December 31, 2002 was $144,197, and
our  cost  of  goods  sold was $72,453, resulting in a net profit of $71,744, or
approximately 50% of revenues.  Almost all of our revenues, $143,489, was from a
single  sale  to  SpaceToon.  For  the  year  ended December 31, 2001, our total
revenue  was  $6,250, which was the result of a single transaction, and our cost
of  goods  sold  was $4,540, resulting in net profit of $1,710.  We did not have
any  revenues  for the year ended December 31, 2000.  Our management anticipates
that  our  cost  of goods sold as a percentage of total revenue will decrease as
the  volume  of  sales  increases.

Expenses

     Our  total  expenses  for  the year ended December 31, 2002 was $1,132,925,
consisting  of  sales and marketing expenses of $102,390 (9% of total expenses),
general  and  administrative  expenses  of  $978,323  (86%  of  total expenses),
research  and  development  expenses of $34,637 (3% of total expenses), interest
expense  of  $10,633  (1% of total expenses), and depreciation expense of $6,942
(less than 1% of total expenses).  Of the $978,323 in general and administrative
expenses, $247,125 was officer compensation, $106,811 was rent expense, $102,389
was marketing expenses, $90,504 was legal and professional fees, and the balance
was  miscellaneous  expenses.  For  the  year  ended  December  31,  2001, total
expenses  were  $582,517,  consisting  of sales and marketing expenses of $3,800
(less  than  1%  of  total  expenses),  general  and  administrative expenses of
$411,791  (71% of total expenses), research and development expenses of $164,888
(28%  of  total  expenses),  and depreciation expense of $2,038 (less than 1% of
total  expenses). The increase in all categories except research and development
from  the  year ended December 31, 2001 to the year ended December 31, 2002 is a
result  of  an  overall  increase  in  business activity as we began operations.
Research  and  development  expenses decreased because development work had been
substantially  completed  on  the  titles  ready  for  sale.

Net  Losses

     Net  losses  for  the  year  ended  December  31,  2002 were $1,061,181, as
compared to $580,807 for the previous year.  As described in expenses above, the
increase in the net loss is a result of an overall increase in business activity
as  we  began  operations.

Liquidity  and  Capital  Resources

     We  had  cash of $83,403 and inventory of $42,737, for total current assets
of  $126,140  as  of  December  31,  2002.  This compares to cash of $71,317 and
inventory  of  $18,221  for  total  current assets of $89,538 as of December 31,
2001.  The  cash  in  both  instances  was received primarily from loans and the
private  sale  of  our  stock,  and  the  inventory consisted primarily of boxed
software  titles  ready  for distribution.  We had equipment of $39,926, royalty
advances  of  $69,385  and  capitalized  production costs of $180,643, for total
assets  of  $416,094  as of December 31, 2002, compared to equipment of $20,601,
royalty  advances  of $115,915, and capitalized production costs of $219,820 for
total  assets  of $445,874 as of December 31, 2001.  The capitalized development
costs  are  costs  associated  with  the  translation  and production of initial
software  masters.  As  above, the increase in assets, primarily current assets,
is  a result of an overall increase in business activity as we began operations.
Our  primary  material commitments other than operating expenses are a potential
minimum  royalty payment to School Zone of $20,400, the first installment of our
guaranteed  license  fee  to Lizard equal to $20,000, and a fee to ESP of $5,000
per  month  increasing  in  subsequent  periods.

                                       11
<PAGE>
     The  following  financial  statements  are  provided  herein:

                          INDEX TO FINANCIAL STATEMENTS
                               STAR E MEDIA CORP.

     Annual  Audited  Financial  Statements
     --------------------------------------
     Report  of  Shelley  Intl.,  CPA . . . . . . . . . . . . . . .  F-3

     Balance  Sheets  as  of  December  31,  2002  and  2001. . . .  F-4 to F-5

     Statement  of  Operations  for  the  period  from  March
          8,  2000 (inception)  to  December  31,  2000,  and
          the  years  ended December  31,  2002  and  2001. . . . .  F-6

     Statement  of  Stockholders'  Equity  for  the  period
          from  March  8, 2000  (Inception)  to  December  31,
          2002. . . . . . . . . . . . . . . . . . . . . . . . . . .  F-7

     Statement  of  Cash  Flows for the period from March 8,
          2000 (inception) to December  31,  2000 and the years
          ended December 31, 2002 and 2001. . . . . . . . . . . . .  F-8

     Notes  to  Financial  Statements . . . . . . . . . . . . . . .  F-9 to F-19

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

     There  have been no disagreements with our accountants that are required to
be  disclosed  pursuant  to  Item  304  of  Regulation  S-B.


                                       12
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL   PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following  table  sets forth the name and age of the current directors
and  executive  officers  of the Company, the principal office and position with
the  Company  held  by  each  and  the  date each became a director or executive
officer  of  the  Company.  The  executive  officers  of the Company are elected
annually  by  the  Board of Directors.  The directors serve one-year terms until
their successors are elected.  The executive officers serve terms of one year or
until  their  death,  resignation  or removal by the Board of Directors.  Unless
described  below,  there  are no family relationships among any of the directors
and  officers.

<TABLE>
<CAPTION>

<S>                       <C>  <C>
Name                      Age  Position(s)
------------------------  ---  ----------------------------------------------------
Ghaby ("Gabriel") Nassar   59  Chairman of the Board, CEO, Secretary (2001)

Eugene G. Abbadessa. . .   60  President, Chief Operations Officer, Director (2001)

Joseph Bevacqua. . . . .   58  Chief Financial Officer (2001)

Greg Gilbert . . . . . .   62  Executive Vice President (2001)

Dr. Medhi Hatamian . . .   47  Director (2001)
</TABLE>

     GHABY  ("GABRIEL")  NASSAR  is  the  Chairman of the Board, Chief Executive
Officer, Secretary, and a Director of the Company.  For the last seven years Mr.
Nassar  has  served as an independent consultant for various telecommunications,
packaging,  and  vitamin  companies.  Mr.  Nassar was an officer and director of
StarTronix  International,  Inc.,  a  publicly  traded company.  Previously, Mr.
Nassar  was  involved  in real estate development and served twelve years on the
Congressional  Advisor  Commission  for Congressman Mervyn Dymally.  He has also
served as a founding director of the Pacific Rim Investment & Trade Association,
Chairman  of  the  Orange  County  District  Attorney  Foundation,  and attended
Michigan  State  University  where  he  studied  Business  Administration.

     EUGENE  G.  ABBADESSA  is  the  President,  Chief Operations Officer, and a
Director  of  the  Company.  Since  1996,  Mr. Abbadessa has been an independent
consultant  with  Mr.  Nassar.  Mr.  Abbadessa  was  an  officer and director of
StarTronix International, Inc., a publicly traded company.  Previously, he spent
twelve  years  as  Vice  President  of  Hughes  Electronics  in  the electronics
manufacturing  and  software  division.  Before  joining  Hughes,  Mr. Abbadessa
served  in  various  technical management positions with National Cash Register,
Xerox,  and General Automation.  Mr. Abbadessa is a graduate of California State
University  at  Long  Beach  in  Industrial  Technology  and attended Pepperdine
University  School  of  Management  where  he  studied  for  his MBA in Business
Management.  Mr.  Abbadessa  is  also  a  licensed  California  contractor.

     JOSEPH  BEVACQUA  is  the  Chief Financial Officer of the Company.  He is a
certified  public  accountant,  and  has served as an independent consultant and
financial  officer for more than thirty years.  Mr. Bevacqua was Chief Financial
Officer  for  The  Peterson  Law  Firm  from  April 1999 to December 2000.  From
February  1992  through  March  1999  he  served  as  an  independent  financial
consultant,  including  the restructuring of Jose Eber Salons Inc.  Mr. Bevacqua
earned  a  Bachelor  of  Science  in  Accounting  in  1968 from California State
University  at Long Beach and received an MBA in 1978 from Pepperdine University
School  of  Management.

                                       13
<PAGE>
     GREG  GILBERT is the Executive Vice President of the Company.  For the past
35  years,  he  has  served  as  an independent consultant advising and managing
private and public growth-stage companies.  Mr. Gilbert was involved in mortgage
banking  and mobile home park development prior to founding American Continental
Corporation,  a real estate development company later sold to Dynasonics Corp in
1969.  Mr.  Gilbert  was  a  founder  of  U.S.  Homes, which was later sold to a
division  of  Chrysler in 1970.  In 1971 Mr. Gilbert formed Gilbert & Associates
to provide growth-stage companies with financial advisory services.  Mr. Gilbert
is  a  founding  director  of  the  Pacific  Rim Investment & Trade Association.

     DR. MEDHI HATAMIAN is a Director of the Company.  Since 1996, he has served
as  the  Director  of  DSP  Microelectronics  Technology  at Broadcom Corp.  Mr.
Hatamian's  areas  of expertise include high-speed VSLI signal processing, image
processing,  high  temperature  superconductors,  adaptive  filtering, and high-
density  sub-micron  CMOS  design.  Mr. Hatamian has published over 40 papers in
these  areas  of  expertise.  Currently,  he holds eight patents and has several
patents  pending. From 1991 to 1996, he was the co-founder and Vice President of
Technology  of  Silicon  Design  Experts,  Inc.  From 1982 to 1991, Mr. Hatamian
worked  with  Visual  Communications  Research  and  the  VLSI  Systems Research
Departments  of  Bell Laboratories where he became a Distinguished Member of the
Technical  Staff  in  1988.  Prior  to that, Mr. Hatamian worked on hardware and
software designs for one of NASA's Space Shuttle projects from 1978 to 1982. Mr.
Hatamian  is  a  senior  member of IEEE. He has also participated in a number of
conferences  and  professional  activities  in  his  areas  of  expertise as the
organizer,  session  chair, panelist, and moderator. Mr. Hatamian is also on the
Board  of  Directors  of  Panacea  Pharmaceuticals  and  Market  Engine Corp. He
received  his  Bachelor  of  Science  degree  in Electrical Engineering from the
Arya-Mehr University of Technology in 1977, and his Masters of Science and PH.D.
degrees in Electrical Engineering from the University of Michigan, Ann Arbor, in
1978  and  1982,  respectively.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

To  the Company's knowledge, as of the date of this filing, none of the required
parties  are  delinquent  in  their  16(a)  filings.  However, Mr. Abbadessa was
believed  to  be  late in filing three reports, each describing one transaction,
Mr.  Nassar  was  believed to be late in filing two reports, each describing one
transaction,  and  Investment  One  was believed to be late in filing one report
describing  one  transaction.

ITEM  10  -  EXECUTIVE  COMPENSATION

Executive  Officers  and  Directors
-----------------------------------

     None  of  our  executive  officers  and  directors  is subject to a written
employment  agreement.  During  the fiscal year ended December 31, 2002, we paid
$62,500  to  each  of Mr. Abbadessa and Mr. Nassar, $27,900 to Mr. Bevacqua, and
$36,000  to Mr. Gilbert for services rendered to the Company.  During the fiscal
year  ended December 31, 2001, we paid $20,500 in consulting fees to each of Mr.
Abbadessa  and Mr. Nassar, and $11,725 to Mr. Bevacqua, for services rendered to
the  Company.

     A  director  who is an employee does not receive any cash compensation as a
director.  There  is  no  plan  in  place  for  compensation  of persons who are
directors  who  are  not  employees  of  the  Company.

                                       14
<PAGE>
Summary  Compensation  Table
----------------------------

     The  Summary  Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2002
and  2001.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
<TABLE>
<CAPTION>


<S>                       <C>    <C>      <C>     <C>            <C>         <C>          <C>       <C>
                                  ANNUAL COMPENSATION                        LONG TERM COMPENSATION
                          ------------------------------------   ------------------------------------------------
                                                                        AWARDS                    PAYOUTS
                                                                 ----------------------    ----------------------
                                                                 RESTRICTED  SECURITIES
                                                  OTHER ANNUAL     STOCK     UNDERLYING     LTIP       ALL OTHER
NAME AND                         SALARY   BONUS   COMPENSATION     AWARDS   OPTIONS SARS   PAYOUTS   COMPENSATION
PRINCIPAL POSITION        YEAR    ($)      ($)        ($)           ($)          (#)         ($)          ($)
------------------------  ----   ------   -----   ------------   ---------  -----------    -------   ------------

Ghaby ("Gabriel") Nassar  2002    -0-      -0-       62,500         -0-          -0-         -0-          -0-
Chairman/CEO/Secretary .  2001    -0-      -0-       20,500         -0-          -0-         -0-          -0-

Eugene G. Abbadessa. . .  2002    -0-      -0-       62,500         -0-          -0-         -0-          -0-
President/COO/Director .  2001    -0-      -0-       20,500         -0-          -0-         -0-          -0-

Joseph Bevacqua. . . . .  2002    -0-      -0-       27,900         -0-          -0-         -0-          -0-
CFO. . . . . . . . . . .  2001    -0-      -0-       11,725         -0-          -0-         -0-          -0-

Greg Gilbert . . . . . .  2002    -0-      -0-       36,000         -0-          -0-         -0-          -0-
Executive VP . . . . . .  2001    -0-      -0-          -0-         -0-          -0-         -0-          -0-

Dr. Mehdi Hatamian . . .  2002    -0-      -0-          -0-         -0-          -0-         -0-          -0-
Director . . . . . . . .  2001    -0-      -0-          -0-         -0-          -0-         -0-          -0-


</TABLE>

<TABLE>
<CAPTION>
                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                (INDIVIDUAL GRANTS)

<S>                                     <C>                    <C>                     <C>                <C>
                                          PERCENT OF TOTAL
                                        NUMBER OF SECURITIES       OPTIONS/SARS
                                             UNDERLYING               GRANTED           EXERCISE OR BASE
                                        OPTIONS/SARS GRANTED   TO EMPLOYEES IN FISCAL        PRICE
NAME                                           (#)                     YEAR                  ($/SH)         EXPIRATION DATE

Eugene G. Abbadessa. . . . . . . . . .         -0-                      N/A                    N/A                N/A
Ghaby ("Gabriel") Nassar . . . . . . .         -0-                      N/A                    N/A                N/A
Joseph Bevacqua. . . . . . . . . . . .         -0-                      N/A                    N/A                N/A
Greg Gilbert . . . . . . . . . . . . .         -0-                      N/A                    N/A                N/A
Dr. Mehdi Hatamian . . . . . . . . . .         -0-                      N/A                    N/A                N/A
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                   AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                                              AND FY-END OPTION/SAR VALUES

<S>                                 <C>           <C>              <C>                          <C>
                                                                                                  VALUE OF UNEXERCISED
                                                                    NUMBER OF UNEXERCISED             IN-THE-MONEY
                                    SHARES                          SECURITIES UNDERLYING              OPTION/SARS
                                    ACQUIRED ON                     OPTIONS/SARS AT FY-END              AT FY-END
                                    EXERCISE      VALUE REALIZED           (#)                              ($)
NAME                                (#)                ($)         EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE

Eugene G. Abbadessa. . . . . . . . .-0-                N/A                 N/A                            N/A
Ghaby ("Gabriel") Nassar . . . . . .-0-                N/A                 N/A                            N/A
Joseph Bevacqua. . . . . . . . . . .-0-                N/A                 N/A                            N/A
Greg Gilbert . . . . . . . . . . . .-0-                N/A                 N/A                            N/A
Dr. Mehdi Hatamian . . . . . . . . .-0-                N/A                 N/A                            N/A


</TABLE>


ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table sets forth, as of April 14, 2003, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  the  Officers  and  Directors of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.
<TABLE>
<CAPTION>


<S>                            <C>                                 <C>            <C>

                               Name and Address of                 Amount and Nature of      Percent of
Title of Class                 Beneficial Owner (1)                Beneficial Ownership      Class (2)
-----------------------------  ----------------------------------  --------------------      -----------

Common
Stock . . . . . . . . . . . .  Eugene G. Abbadessa                    3,935,000 (3)             30.3%

Common
Stock . . . . . . . . . . . .  Ghaby ("Gabriel") Nassar               1,098,126 (4)              8.5%

Common
Stock . . . . . . . . . . . .  Greg Gilbert                                 -0-                    *%

Common
Stock . . . . . . . . . . . .  Joseph Bevacqua                          101,000                    *%

Common
Stock . . . . . . . . . . . .  Medhi Hatamian                           883,334                  6.8%

Investment One (5)
Common. . . . . . . . . . . .  c/o McKinney, Bancroft and Hughes
Stock . . . . . . . . . . . .  Mareva House, Nassau Bahamas           2,836,874                 21.9%

                               All Officers and Directors
                               as a Group (5 persons)                 6,017,460                 46.4%
</TABLE>



*    less  than  1%
(1)  Unless otherwise noted, the address of each shareholder is c/o Star E Media
     Corp.,  27171  Burbank  Road,  Lake  Forest,  California  92610.

(2)  Based  on  12,980,000  shares  outstanding  as  of  April  14,  2003.

                                       16
<PAGE>
(3)  Includes  63,126,  or 50%, of the 126,252 shares owned of record by Western
     Global,  a  corporation jointly owned by Mr. Abbadessa and Mr. Nassar. Also
     includes  35,000,  or  50%,  of the 70,000 shares owned by Diversi Corp., a
     corporation  jointly  owned  by Mr. Abbadessa and Mr. Nassar. Also includes
     2,836,874  shares  owned  of  record  by  Divisa Corporation, a corporation
     wholly-owned  by  Mr.  Abbadessa.

(4)  Includes  63,126,  or 50%, of the 126,252 shares owned of record by Western
     Global,  a  corporation jointly owned by Mr. Abbadessa and Mr. Nassar. Also
     includes  35,000,  or  50%,  of the 70,000 shares owned by Diversi Corp., a
     corporation  jointly  owned  by  Mr.  Abbadessa  and  Mr.  Nassar.

(5)  The  beneficial  owner  of  Investment  One  is  Mr.  Mouneer  Sallman, the
     brother-in-law of Mr. Nassar. Mr. Nassar disclaims any beneficial ownership
     of  the  shares  held  by  Investment  One.  The  United States contact for
     Investment One is attorney Paul Konapelsky, 15 Corporate Plaza Drive, Suite
     130,  Newport  Beach,  California  92660.  Mr. Konapelsky is the beneficial
     owner of 120,000 shares of our common stock, which are not reflected in the
     table.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Each  of  the transactions described in this Item 12 was conducted on terms
that  our management believes are equal to those that would have been reached in
arms  length  transactions  between  unrelated parties.  We have not developed a
formal  policy  governing  transactions  with  related  persons  or  entities.

Stock  Issuances
----------------

     In  November 2000, we issued (i) 1,000,000 shares of common stock to Eugene
G.  Abbadessa  and 1,000,000 shares of common stock to Ghaby ("Gabriel") Nassar,
both  officers  and directors of the Company, for consideration equal to $1,500,
respectively,  or  $0.0015  per  share, (ii) 5,323,748 shares of common stock to
Investment  One (an investment holding company, the beneficial owner of which is
Mr.  Mouneer  Sallman, the brother-in-law of Mr. Nassar) for consideration equal
to  $5,650,  or  $0.00106 per share, and (iii) 150,000 shares of common stock to
Dr.  Medhi  Hatamian,  a  director,  as compensation for serving on the Board of
Directors.

     In  December  2000,  we  issued  126,252  shares of common stock to Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers  and  directors  of  the Company, as consideration for the reduction of
$226,276  in  debt  due  from  the  Company  to  Western  Global.

     In  January 2001, we issued (i) 135,000 shares of common stock to Dr. Medhi
Hatamian,  a  director of the Company, for cash consideration equal to $100,000,
or  $0.74  per  share,  (ii)  75,000  shares  of  common  stock  to an unrelated
individual  for  cash  consideration  equal to $50,000, or $0.666 per share, and
(iii)  37,500  shares  to  an unrelated individual who was a creditor of Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers  and  directors of the Company.  The shares were assigned as payment of
Western  Global's debt to the individual, and resulted in a reduction of $25,000
in  debt  due  from  the  Company  to  Western  Global.

     In May and June 2001, we issued 202,500 shares of common stock to Dr. Medhi
Hatamian,  a  director of the Company, for cash consideration equal to $150,000,
or  $0.74  per  share.

     In  August  2001, in connection with the merger of Star E Media Corporation
into  Quick  &  Easy  Software, Inc., an aggregate of 8,954,000 shares of Star E
Media  Corporation  common  stock  were exchanged for 8,954,000 shares of common
stock  of  Quick  & Easy Software, Inc.  At the time of the transaction, Quick &
Easy  had  2,400,000  shares  issued  and  outstanding.  Quick  &  Easy  was the
surviving  entity  in  the  merger,  and subsequently changed its name to Star E
Media  Corp.

                                       17
<PAGE>
     In November and December 2001, we issued (i) 135,000 shares of common stock
for cash consideration equal to $100,000, or $0.74 per share (ii) 138,834 shares
of  common  stock  for cash consideration equal to $100,000, or $0.72 per share,
and  (iii)  2,000 shares of common stock for cash consideration equal to $2,000,
or  $1.00  per  share,  to  Dr.  Medhi  Hatamian,  a  director  of  the Company.

     In  November  2001,  we  issued  600,166  shares  of  common  stock to five
unrelated  shareholders  as  consideration  for  the  Quick  &  Easy  merger.

     In  March  2002,  we  issued  100,000  shares  of common stock to Dr. Medhi
Hatamian,  a  director  of  the Company, for consideration equal to $100,000, or
$1.00  per  share.

Real  Property  Lease
---------------------

     We lease approximately 5,000 square feet of office space, and approximately
1,000  square  feet of warehouse space, both at 27171 Burbank Road, Lake Forest,
California  92610,  from Diversi Corp., an entity owned by two of our directors,
Eugene  G.  Abbadessa  and  Ghaby  ("Gabriel")  Nassar.  The  lease is a verbal,
month-to-month  agreement,  and  we  agree  to  pay certain overhead expenses of
Diversi  of  approximately  $8,000 per month that are allocated as rent expense.

Consulting  Agreements
----------------------

     Our  executive  officers are engaged on a consulting basis.  We do not have
any written consulting agreements with them, and they do not receive any regular
compensation.  In  2002, Mr. Abbadessa and Mr. Nassar each received $62,500, Mr.
Bevacqua  received $27,900, and Mr. Gilbert received $36,000 in consulting fees.
In  2001,  Mr.  Abbadessa  and  Mr.  Nassar  each received a total of $20,500 in
consulting  fees,  and  Mr.  Bevacqua  received a total of $11,725 in consulting
fees.  No  other  officer  or  director  received  any compensation for services
rendered  to  the  Company.

Promissory  Note
----------------

     In  April  2002,  we borrowed $340,000 from Mr. Hatamian, a director of the
Company.  The  loan  agreement is verbal, is a demand note that can be called by
the holder at any time, and accrues interest at the rate of six percent (6%) per
annum.

     In  July  2002,  we  borrowed  $20,000 from Continental American Resources,
Inc., a corporation controlled by a shareholder, Mr. Carl Suter.  This is also a
demand  note  that can be called by the holder at any time, and accrues interest
at  the  rate  of  ten  percent  (10%)  per  annum.


                                       18
<PAGE>
ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS


ITEM  NO.         DESCRIPTION
---------         -----------

3.1   (1)         Articles  of  Incorporation  of  Star  E  Media,  Corporation

3.2   (1)         Articles  of  Incorporation  of  Quick  &  Easy Software, Inc.

3.3   (1)         Articles  of  Merger of Star E Media, Corporation into Quick &
                  Easy  Software,  Inc.

3.4   (1)         Certificate of Amendment of Articles of Incorporation of Star
                  E Media  Corp.

3.5   (1)         Amended  and  Restated  Bylaws  of Quick & Easy Software, Inc.

3.6   (1)         First  Amendment  to  Bylaws  of  Quick  & Easy Software, Inc.

4.1   (1)         Star  E  Media  Corp  2002  Omnibus  Securities  Plan

4.2   (1)         Form  of  Incentive Stock Option Agreement relating to options
                  granted  under  the  Plan.

4.3   (1)         Form  of  Non  Statutory  Stock  Option  Agreement relating to
                  options  granted  under  the  Plan.

4.4   (1)         Form of Common Stock Purchase Agreement relating to restricted
                  stock  granted  under  the  Plan.

10.1  (1)         Distribution  Agreement  with  Scholastic,  Inc.

10.2  (1)         International  Distribution  Agreement  with  School  Zone
                  Interactive

10.3  (1)         International License and Distribution Agreement with Vivendi
                  Universal  Interactive  Publishing  North  America,  Inc.

10.4  (1)         Exclusive  International  Marketing  and Sales Agreement with
                  SpaceToon

10.5  (1)         Licensing  Representative  Agreement  with  ESP International

10.6  (1)         Form  of  Directors  Indemnification  Agreement

10.7  (1)         Notification  of  Irrevocable  Documentary  Credit

10.8              Promissory  Note  dated  July  3, 2002 in favor of Continental
                  American  Resources,  Inc.

10.9              Amendment  No. 1 to Distribution Agreement between Scholastic
                  Inc. and Star  E  Media  Corporation

                                       19
<PAGE>
10.10             Amendment  No.  3  [sic]  to  Distribution  Agreement  between
                  Scholastic  Inc.  and  Star  E  Media  Corporation

10.11             Amendment No. 3 to Distribution Agreement between Scholastic
                  Inc. and  Star  E  Media  Corporation

10.12             Letter  dated  September  13,  2002  from  Scholastic  Inc.

10.13             International  License  and  Distribution Agreement dated
                  October 31,  2002  with  Lizard  Edutainment  Pty  Ltd.

10.14             International  License  and Distribution Agreement dated
                  November 1,  2002  with  Vivendi  Universal  Games,  Inc.

10.15             Addendum  1  to  the  International  License  and Distribution
                  Agreement  dated  with  Vivendi  Universal  Games,  Inc.

10.16             Letter  dated November 14, 2002 from Vivendi Universal
                  Publishing

10.17             Placement  Agent  Agreement dated December 10, 2002 with
                  Bathgate Capital  Partners  LLC

10.18             Consulting  Agreement  dated  December  10,  2002  with Amothy
                  Corporation

10.19             Promissory Note dated December 13, 2002 in favor of Generation
                  Capital  Associates

10.20             Secured Promissory Note dated December 27, 2002 in favor of
                  six individual  investors  listed  therein

10.21             Warrant  dated  December  27,  2002  in favor of Bathgate
                  Capital Partners,  LLC

10.22             Security  Agreement  dated  December  27,  2002  in  favor of
                  six individual  investors

10.23             Trademark  Security Agreement dated December 27, 2002 in favor
                  of six  individual  investors

10.24             International Distribution Agreement dated March 14, 2003 with
                  School  Zone  Interactive

21.1  (1)         List  of  Subsidiaries

23.1              Consent of Shelley Intl, CPA,  Independent  Certified  Public
                  Accountant

99.1              Chief  Executive Officer Certification Pursuant to 18 USC,
                  Section 1350,  as  Adopted  Pursuant  to  Section 906 of the
                  Sarbanes-Oxley Act of 2002.

                                       20
<PAGE>
99.2              Chief  Financial Officer Certification Pursuant to 18 USC,
                  Section 1350,  as  Adopted  Pursuant  to  Section 906 of the
                  Sarbanes-Oxley Act of 2002.

(1)  Incorporated  by  reference  to our Form 10-SB dated July 17, 2002 as filed
     with  the  Commission  on  July  24,  2002.

     (B)     REPORTS  ON  FORM  8-K

     No  reports  on  Form  8-K were filed during the fourth quarter of the last
fiscal  year.

ITEM  14  -  CONTROLS  AND  PROCEDURES

     The Company's Chief Executive Officer and Chief Financial Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under  the  Securities Exchange Act of 1934, as amended) as of a date
within 90 days of the filing of this annual report (the "Evaluation Date"), have
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures  were  effective  to  ensure  the  timely  collection, evaluation and
disclosure  of  information  relating  to  the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations  promulgated thereunder.  There were no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly  affect  the  internal controls subsequent to the Evaluation Date.

                                       21
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of The Securities Act of 1993, as
amended,  the  Company  caused  this  report  to  be signed on its behalf by the
undersigned,  thereto  duly  authorized.


Dated:   April  16,  2003                              STAR  E  MEDIA  CORP.


                                                      /s/   E.G.  Abbadessa
                                                      --------------------------
                                                      By:     E.  G.  Abbadessa
                                                      Its:     President


     In  accordance  with  The Securities Exchange Act of 1934, as amended, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  date  as  indicated.



Dated:  April  16,  2003                             By:   /s/  Gabriel  Nassar
                                                     ---------------------------
                                                     Ghaby  ("Gabriel")  Nassar
                                                     Chairman,  Chief  Executive
                                                     Officer  and  Secretary



Dated:  April  16,  2003                             By:   /s/  Joseph  Bevacqua
                                                     ---------------------------
                                                     Joseph  Bevacqua
                                                     Chief  Financial  Officer



Dated:  April  16,  2003                             By:   /s/  Medhi  Hatamian
                                                     ---------------------------
                                                     Dr.  Medhi  Hatamian
                                                     Director


                                       22
<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I,  Ghaby  ("Gabriel")  Nassar,  Chief Executive Officer of the registrant,
certify  that:

1.   I  have  reviewed  this annual report on Form 10-KSB of Star E Media Corp.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rule  13a-14  and  15d-14)  for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons fulfilling the
     equivalent  functions):

     (i)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize,  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (ii) any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant  role  in  the  issuer's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:     April  16,  2003

                                                /s/  Gabriel  Nassar
                                                --------------------------
                                                Ghaby  ("Gabriel")  Nassar
                                                Chief  Executive  Officer

                                       23
<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I,  Joseph  Bevacqua,  Chief  Financial  Officer of the registrant, certify
that:

1.   I  have  reviewed  this annual report on Form 10-KSB of Star E Media Corp.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rule  13a-14  and  15d-14)  for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons fulfilling the
     equivalent  functions):

     (i)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize,  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (ii) any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant  role  in  the  issuer's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:     April  16,  2003

                                             /s/  Joseph  Bevacqua
                                             -------------------------
                                             Joseph  Bevacqua
                                             Chief  Financial  Officer


                                       24
<PAGE>


                            STAR E MEDIA CORPORATION


                              FINANCIAL STATEMENTS


                                December 31, 2002
                                December 31, 2001

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
COVER  SHEET. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-1

TABLE  OF  CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-2

INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS'  REPORT. . . . . . . . . . . . .F-3

BALANCE  SHEETS,  ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .F-4

BALANCE  SHEETS,  LIABILITIES  AND  STOCKHOLDERS'  EQUITY . . . . . . . . . .F-5

STATEMENTS  OF  OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . .F-6

STATEMENTS  OF  STOCKHOLDERS'  EQUITY . . . . . . . . . . . . . . . . . . . .F-7

STATEMENTS  OF  CASH  FLOWS . . . . . . . . . . . . . . . . . . . . . . . . .F-8

NOTES  TO  FINANCIAL  STATEMENTS. . . . . . . . . . . . . . . . . . . . . F-9-19

                                      F-2
<PAGE>

                            SHELLEY INTERNATIONAL CPA
                               161 E. 1ST. ST. #1
                                 MESA, AZ 85201
                                 (480) 461-8301


                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------

To  the  Board  of  Directors/Audit  Committee
Star  E  Media  Corporation

I have audited the accompanying balance sheets of Star E  Media  Corporation  as
of December  31, 2002  and  2001  and  the  related  statements  of  operations,
stockholders'  equity,  and  cash  flows  for  the  period  from  March  8, 2000
(inception) to December 31, 2000 and the years ended December 31, 2002 and 2001.
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 conducted my audit in accordance with auditing standards generally accepted in
the  United  States of America.  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
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.  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  financial  position  of Star E  Media  Corporation  as
of December 31,  2002  and  2001  and  the  related  statements  of  operations,
stockholders'  equity,  and  cash  flows  for  the  period  from  March  8, 2000
(inception)  to December 31, 2000 and the years ended December 31, 2002 and 2001
in conformity with accounting principles generally accepted in the United States
of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern.  As discussed in the notes to the
financial  statements,  the Company has no established sources of revenue.  This
factor  raises  substantial  doubt  about the Company's ability to continue as a
going  concern.  These  financial  statements  do  not  include  any adjustments
relating  to  the recoverability and classification of asset carrying amounts or
the  amount  and  classification  of  liabilities  that  might result should the
Company  be  unable  to  continue  as  a  going  concern.

                               Shelley  Intl.,  CPA
                              /s/  Mark  Shelley


April  10,  2003

                                      F-3
<PAGE>

                            STAR E MEDIA CORPORATION

                                  BALANCE SHEET
                                  -------------

                        AS OF DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                     ASSETS
                                     ------


<S>                                 <C>            <C>
                                      December 31,   December 31,
                                         2002           2001

CURRENT ASSETS
  Cash . . . . . . . . . . . . . .  $      83,403  $      71,317
  Inventory. . . . . . . . . . . .         42,737         18,221
                                    -------------  -------------

  Total Current Assets . . . . . .        126,140         89,538
                                    -------------  -------------

EQUIPMENT, net . . . . . . . . . .         39,926         20,601
                                    -------------  -------------

OTHER ASSETS
  Royalty Advances . . . . . . . .         69,385        115,915
  Capitalized Production Costs net        180,643        219,820
                                    -------------  -------------

  Total Other Assets . . . . . . .        250,028        335,735
                                    -------------  -------------

TOTAL ASSETS . . . . . . . . . . .  $     416,094  $     445,874
                                    =============  =============

</TABLE>


The  accompanying  notes  are  an  integral  part  of  these  statements

                                      F-4
<PAGE>

                            STAR E MEDIA CORPORATION

                                  BALANCE SHEET
                                  -------------

                        AS OF DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<S>                               <C>             <C>
                                     December 31,    December 31,
                                         2002            2001
CURRENT LIABILITIES

  Payables and Accrued Expenses.  $     119,962   $       9,294
  Note Payable . . . . . . . . .        485,433
                                  --------------  --------------

  Total Current Liabilities. . .        605,395           9,294
                                  --------------  --------------


STOCKHOLDERS' EQUITY

  Common Stock, authorized
  100,000,000 shares of stock,
  13,030,000 shares issued at
  December 31, 2002 and
  12,400,000 shares issued at
  December 31, 2001,
  par value $0.001 per share . .         13,030          12,400
  Additional Paid in Capital . .      1,626,463       1,226,793
  Stock Subscribed . . . . . . .              0         (35,000)
  Retained Earnings (Deficit). .     (1,828,794)       (767,613)
                                  --------------  --------------

  Total Stockholders' Equity . .       (189,301)        436,580
                                  --------------  --------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . .  $     416,094   $     445,874
                                  ==============  ==============
</TABLE>


The  accompanying  notes  are  an  integral  part  of  these  statements

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                            STAR E MEDIA CORPORATION
                            STATEMENT OF OPERATIONS
                            -----------------------
      for the period from March 8, 2000 (inception) to December 31, 2000,
                 and the years ended December 31, 2001 and 2002

<S>                                           <C>             <C>             <C>
                                               Year Ended      Year Ended    Period March 8,
                                              December 31,    December 31,   (inception) to
                                                  2002            2001         December 31,
                                                                                   2000
                                             --------------  --------------  -----------------
INCOME
  Sales. . . . . . . . . . . . . . . . . . . $     144,197   $       6,250   $              -
                                             --------------  --------------  -----------------

  Total Revenue. . . . . . . . . . . . . . .       144,197           6,250                  -
                                             --------------  --------------  -----------------

COST OF SALES
  Costs of Goods Sold. . . . . . . . . . . .        72,453           4,540                  -
                                             --------------  --------------  -----------------

  Total Cost of Sales. . . . . . . . . . . .                         4,540                  -
                                             --------------  --------------  -----------------

  Gross Profit . . . . . . . . . . . . . . .        71,744           1,710                  -
                                             --------------  --------------  -----------------

EXPENSES
  Sales and Marketing. . . . . . . . . . . .       102,390           3,800                  -
  General and Administrative . . . . . . . .       978,323         411,791             46,550
  Research and Development . . . . . . . . .        34,637         164,888            140,256
  Interest . . . . . . . . . . . . . . . . .        10,633
  Depreciation Expense . . . . . . . . . . .         6,942           2,038                  -
                                             --------------  --------------  -----------------

  Total Expense. . . . . . . . . . . . . . .     1,132,925         582,517            186,806
                                             --------------  --------------  -----------------

  Loss before Provision for
  Income Taxes . . . . . . . . . . . . . . .    (1,061,181)       (580,807)          (186,806)

  Provision for Income Taxes . . . . . . . .             0               0                  0
                                             --------------  --------------  -----------------

NET INCOME (LOSS). . . . . . . . . . . . . . $  (1,061,181)  $    (580,807)  $       (186,806)
                                             ==============  ==============  =================

Basic and Diluted Earnings
  (Loss) per Common Share. . . . . . . . . . $       (0.08)  $       (0.06)  $          (0.02)
                                             --------------  --------------  -----------------

Basic and Diluted Weighted Average
  Number of Common Shares. . . . . . . . . .    12,547,849       9,909,251          8,374,170
                                             --------------  --------------  -----------------
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements

                                      F-6
<PAGE>

                            STAR E MEDIA CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        ---------------------------------
              FROM MARCH 8, 2000 (INCEPTION) TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
<S>                                     <C>            <C>           <C>         <C>            <C>           <C>
                                              Common Stock           Additional  Stock          Accumulated   Total
                                        Shares         Amount        Paid in     Subscribed     Deficit       Equity
                                                                     Capital
                                        -------------  ------------  ----------  -------------  ------------  ----------

Initial Capitalization, March 8, 2000.     8,373,748   $     8,374   $      276  $          -   $         -   $   8,650
                                                                                                                      -
Conversion of Debt to Stock. . . . . .       126,252           126      226,150                                 226,276

Deficit for Year . . . . . . . . . . .                                                             (186,806)   (186,806)
                                        -------------  ------------  ----------  -------------  ------------  ----------

Balance, December 31, 2000 . . . . . .     8,500,000         8,500      226,426                    (186,806)     48,120

Sales of Stock . . . . . . . . . . . .     1,303,500         1,303      515,697                                 517,000
Reverse Merger with Quick & Easy . . .     2,400,000         2,400        9,667                                  12,067
Stock Issued for Services. . . . . . .         4,000             4        3,996                                   4,000
Conversion of Debt . . . . . . . . . .       157,500           158      148,042                                 148,200
Stock Subscription . . . . . . . . . .        35,000            35       34,965       (35,000)                        -
Service Contributed by Officers. . . .                                  288,000                                 288,000

Deficit for Year . . . . . . . . . . .                                                             (580,807)   (580,807)
                                        -------------  ------------  ----------  -------------  ------------  ----------

Balance, December 31, 2001 . . . . . .    12,400,000        12,400    1,226,793       (35,000)     (767,613)    436,580

Payment of Stock Subscribed. . . . . .                                                 35,000                    35,000
Sales of Stock . . . . . . . . . . . .       150,000           150      149,850                                 150,000
Sales of Stock . . . . . . . . . . . .       480,000           480      114,720                                 115,200
Service Contributed by Officers. . . .                                  135,100                                 135,100
Deficit for Year . . . . . . . . . . .                                                           (1,061,181) (1,061,181)
                                        -------------  ------------  ----------  -------------  ------------  ----------

Balance, December 31, 2002 . . . . . .    13,030,000   $    13,030   $1,626,463  $          -   $(1,828,794)  $(189,301)
                                        =============  ============  ==========  =============  ============  ==========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                            STAR E MEDIA CORPORATION

                            STATEMENT OF CASH FLOWS
                            -----------------------

        for the period March 8, 2000 (inception) to December 31, 2000 and
                   the years ended December 31, 2001 and 2002

<S>                                                 <C>             <C>             <C>
                                                      Year Ended      Year Ended     Period March 8,
                                                     December 31,    December 31,    (inception) to
                                                         2002            2001         December 31,
                                                                                          2000
                                                    --------------  --------------  -----------------
Cash Flows from
Operating Activities

  Net Loss. . . . . . . . . . . . . . . . . . . . . $  (1,061,181)  $    (580,807)  $       (186,806)

  Inventory and Capitalized Costs . . . . . . . . .        14,661        (238,041)                 -
  Prepaids Royalties. . . . . . . . . . . . . . . .        46,530         (69,685)           (46,230)
  Accounts Payable, Accrued Interest. . . . . . . .       121,301           9,294                  -
  Depreciation Expense. . . . . . . . . . . . . . .         6,942           2,038                  -
  Stock for services. . . . . . . . . . . . . . . .             0           4,000              8,650
  Contributed Services. . . . . . . . . . . . . . .       135,100         288,000
                                                    --------------  --------------  -----------------

Net Cash Provided by Operations . . . . . . . . . .      (736,647)       (585,201)          (224,386)
                                                    --------------  --------------  -----------------

Cash Flows Used
in Investing Activities
  Fixed Asset Purchase. . . . . . . . . . . . . . .       (26,267)         20,749              1,890
                                                    --------------  --------------  -----------------

Net Cash Used for Investing . . . . . . . . . . . . .     (26,267)         20,749              1,890
                                                    --------------  --------------  -----------------

Cash Flows from Financing
  Note Payable. . . . . . . . . . . . . . . . . . . .     360,000
  Note Payable. . . . . . . . . . . . . . . . . . . .     230,000
  Original Issue Discount on Note . . . . . . . . . .    (115,200)
  Stock Subscription. . . . . . . . . . . . . . . . .      35,000
  Stock Sales for Cash. . . . . . . . . . . . . . . .     150,000         517,000                  -
  Stock Sales for Cash with debt. . . . . . . . . . .     115,200
  Stock Sales for Debt. . . . . . . . . . . . . . . .                     148,200            226,276
  Merger with Quick & Easy. . . . . . . . . . . . . .                      12,067                  -
                                                    --------------  --------------  -----------------

Cash Flows from Financing . . . . . . . . . . . . . .     775,000         677,267            226,276
                                                    --------------  --------------  -----------------

Net Increase (Decrease) in Cash . . . . . . . . . . .      12,086          71,317                  -

Cash, Beginning of Period . . . . . . . . . . . . . .      71,317               -                  -
                                                    --------------  --------------  -----------------

Cash, End of Period . . . . . . . . . . . . . . . . $      83,403   $      71,317   $              -
                                                    ==============  ==============  =================
</TABLE>


Interest  expense  for  the  period  ended December 31, 2000 was $0.00, Interest
     expense  for  the  year ended December 31, 2001 was $0.00. Interest expense
     for  year  ended  December  31,  2002  was  $10,633

Taxes  paid for the period ended December 31, 2000 was $0.00, Taxes paid for the
     year  ended  December  31,  2001  was  $0.00. Taxes paid for the year ended
     December  31,  2002

Schedule  of  Significant  Non-Cash  Transactions

Period  ended  December  31, 2000 8,373,748 shares issued for services valued at
     $8,650  126,252  shares  issued  for  payment  of  debt  valued at $226,276

Year ended December 31, 2001 157,500 shares issued for payment of debt valued at
     $148,200  Merger  with Quick & Easy, 2,400,000 shares issued, see notes for
     details  Officers  contributed  services  valued  at  $288,000

Year ended  December  31,  2002  Officer  contributed  services  valued  at  $

The  accompanying  notes  are  an  integral  part  of  these  statements

                                      F-8
<PAGE>


                            STAR E MEDIA CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE  1.     OVERVIEW  OF  OPERATIONS  AND  ACCOUNTING  POLICIES

Star  E Media Corporation (the Company) was formed on March 8, 2000 in the State
of  Nevada.  We  develop  and  produce  children's  educational  products  in  a
multi-lingual  format,  focusing  on  the CD technology.  We are positioning our
Company  to  be  a gateway for interactive educational technology, initially for
the  Arabic  and  Spanish  languages  and  later  for  other languages.  We have
established  a  relationship  and  have  royalty  agreements with three major US
producers  of  educational  software and one Australian company.  Our agreements
allow us to utilize proven and successful titles and add an additional language.
These  agreements allow us to bypass the ramp-up time for releasing a title free
from  computer  bugs.

Basis  of  Presentation  and  Going  Concern

The  accompanying  statements  have been prepared following accounting standards
generally  accepted  in  the  United  States  of  America.  As  reflected in the
accompanying  financial  statements,  the  Company  had  negative cash flow from
operations  and incurred a net loss during the previous three years.  The number
of sales have been minimal.  The  Company  has  established  strategic  relation
ships with two distributors  who  will  carry  their  products.  None  of  these
relationships  have  materialized  to  date.  The  statements have been prepared
assuming  that  the  Company  will  continue  as  a going concern. The financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  asset amounts or the amounts and classification of
liabilities  that  might  be  necessary  should the Company be unable to achieve
sufficient  cash flow from operations or secure adequate future financing and be
therefore  unable  to  continue  as  a  going  concern.

Product  Development

We  have  licensing  agreements  with  four  companies,  Scholastic, School Zone
Interactive,  Knowledge  Adventure  and  Lizard  Ltd.  for  a total of 68 titles
(previously produced children's educational games and activities).  These agree-
ments  allow us to add either Spanish, Arabic or both to the titles. We are also
allowed  to  market these products in specifically identified countries. We have
world  wide  licensing  agreements  for the Lizard titles except New Zealand and
Australia. The licensing agreements are generally for 3 years. Of the 68 titles,
14  Spanish/English  titles  have  been completed, 16 Arabic/English titles have
been  completed  and 9 titles have been received from Lizard that are in English
and  are  ready  for  manufacturing  for  the  near  future.

Marketing  Strategy

Future  operating  results  will  depend on the Company's ability to attract new
customers  to  generate sufficient volume to fund operations. We are principally
attempting  to  establish  relationships with established wholesalers, SpaceToon
and  ESP  International.


                                      F-9
<PAGE>
Revenue  Recognition

We  sell  to  end-users,  retailers  and to wholesale distributors.  For both of
these  types of sales we recognize revenue upon shipment.  All products are sold
FOB  shipping point.  We offer no right of return for either type of sale on our
product.  We  do  offer  a  limited  warranty that our CD is not defective.  The
warranty  policy  on  CD's  is  explained  under  Warranties  below.

We  do  not  offer any additional elements with our products such as upgrades or
services.

Research  and  Development

All  costs  incurred  to  establish  the technological feasibility of a computer
software product to be sold are research and development costs.  Those costs are
charged to expense when incurred as required by FASB Statement No. 2, Accounting
for  Research and Development Costs.  Costs incurred in this manner and expensed
as  prescribed  were  $140,256  in  2000,  $164,888 in 2001 and $34,637 in 2002.

Advertising

Advertising  and marketing costs are expensed as incurred.  Advertising expenses
were $0 for the year ended December 31, 2000, $3,800 for year ended December 31,
2001  and  $0  for  the  period  ended  December  31,  2002.

Production  Costs  of  Localization  of  Computer  Software

Costs of producing product masters  incurred  subsequent  to  establishing tech-
nological  feasibility  are  capitalized and amortized as prescribed by FASB No.
86,  Accounting  for  the  Costs  of  Computer  Software to Be Sold, Leased , or
Otherwise  Marketed. Those costs include coding and testing performed subsequent
to establishing technological feasibility. For each title it takes approximately
six  months  to complete the language conversion. Capitalized software costs are
amortized on a product-by-product basis annually. The annual amortization is the
greater of the amount computed using the ratio that current gross revenues for a
product  bear  to the total of current and anticipated future gross revenues for
that  product  or the straight-line method over the remaining estimated economic
life  of the product including the period being reported on. Amortization starts
when  the  product  is  available  for  sale.  At  each  balance sheet date, the
unamortized  capitalized costs of computer software production shall be compared
to  the  net realized value of that product. The amount by which the unamortized
capitalized costs of a computer software product exceed the net realizable value
of  that  asset  is  written  off.

The  economic  lives  of these titles are estimated by management to be either a
specific  number  of  sales  or three years, whichever comes first.  The royalty
agreements  are  normally  for  three years.  The economic lives in sales ranges
from  10,000  discs  per  title  to  27,500  units  per  title.


                                      F-10
<PAGE>
Inventory  Costs

The  costs  incurred  for  duplicating  the computer software and for physically
packaging  the  product  for  distribution  are  capitalized  as  inventory on a
unit-specific  basis and charged to costs of sales when revenue from the sale of
those  units is recognized.  We had no inventory at 12/31/00.  The detail of the
inventory  as  of  12/31/02  and  12/31/01  is  shown  below.

                                            12/31/02     12/31/01

     Inventory                               42,737       18,221
                                             ------       ------

Equipment

Equipment  is  depreciated  using  the  straight-line  method over its estimated
useful  lives,  which  range  from  five  to  seven  years.

                                            12/31/02     12/31/01

     Equipment                               48,906       22,639

     Less:  Accumulated  depreciation        (8,980)      (2,038)
                                             -------      -------

     Net  Equipment                          39,926       20,601
                                            --------      -------

Use  of  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.

Earnings  per  Share

The  basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares  during the year.  The diluted earnings (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number  of  shares outstanding during the year.  The
diluted  weighted  average  number  of  shares outstanding is the basic weighted
number  of  shares  adjusted  as  of  the  first of the year for any potentially
dilutive  debt  or  equity.


                                      F-11
<PAGE>
The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the basic and diluted earnings (loss) per share
are  presented  on  the  face of the statement of operations as the same number.

On December 27, 2002, as part of a loan and stock sale we issued 23,000 warrants
to  purchase  common  stock  at  $0.50  per  share,  good for four years.  These
warrants  are  out  of the money and as such are anti-dilutive and do not affect
the  earnings  per  share  calculation.

Stock  Based  Compensation  to  Employees  and  Directors

The  Company  accounts for its stock based compensation based upon provisions in
SFAS  No. 123, Accounting for Stock-Based Compensation.  In this statement stock
based  compensation  is  divided into two general categories, based upon who the
stock receiver is, namely, employees/directors and non-employees/directors.  The
employees/directors  category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory.  The employee/directors
non-compensatory  securities  are  recorded  when the stock is sold at the sales
price.  The  compensatory stock may be recorded in one of two different methods.
Compensation  is calculated and recorded either at the securities' fair value or
intrinsic  value.  The Company has selected to utilize the fair value method for
the  valuation  of  its  securities  given  as  compensation  to  employees.

Securities  Based  Compensation  to  Non-Employees

SFAS 123 provides that stock compensation paid to non employees be recorded with
a value which is based upon the fair value of the services rendered or the stock
given,  whichever  is more reliable.  The common stock paid to non-employees was
valued  at  the  value  of  the  services  rendered.

Warranty

We  warrant  our  CD's  for workmanship of production only for thirty days after
receipt  of  the  goods.  The  warranty  is  only  for  a  replacement  CD.
Notwithstanding  our  limited  sales  to date, we have estimated one half of one
percent  (.5%)  defect  rate  for  the  CD's.

NOTE  2.     MERGER

On  August  15, 2001 Star E Media Corporation merged with the Nevada corporation
Quick  &  Easy Software, Inc. This merger was effected to improve the ability of
Star  E  Media  to raise capital. Quick & Easy Software, Inc. had no operations,
2,400,000  shares  of common stock outstanding and could be considered a "shell"
company.  Quick & Easy issued an additional 10,000,000 shares of common stock in
exchange  for  all  of  Star E Media's common stock outstanding, which were also

                                      F-12
<PAGE>
10,000,000.  The  surviving legal entity was Quick & Easy which then changed its
name  to  Star  E  Media Corporation. This merger was accounted for as a reverse
acquisition  and  is  shown  on  the  statement of stockholders' equity. Quick &
Easy's  balance  sheet  on  August  15,  2001  was  the  following.

               Cash       12,067
               Debt            0
               Equity     12,067

NOTE  3.     NOTES  PAYABLE  AND  CAPITAL  LEASE  OBLIGATIONS:

We  had  no  long-term  debt  or  obligations  as  of  December  31,  2001.

In  2002  we  borrowed  $360,000  from a shareholder.  This is a demand note and
carries  a  6%  annual  interest  rate.

On  December 27, 2002 we borrowed $230,000 from a private individual.  This note
is  due  June  27,  2003 and carries an interest rate of 6% annual interest.  If
this  note  is  not paid off on the maturity date then the interest rate becomes
retroactively  35%.  This  note  is secured by all of the assets of the Company.
480,000  shares  of common stock and 23,000 warrants were issued with this note.

Note  $360,000                            360,000
Demand  note,  6%  annual  interest

Note  $230,000                            230,000
Amortized  original  issue  discount     (112,668)
                                         ---------
Net  Note                                 117,332
                                         ---------

Notes     before  accrued  interest       477,332
Accrued  Interest                           8,101
                                         ---------
Total  Notes  Payable                     485,433
                                         ---------

NOTE  4.     STOCKHOLDERS'  EQUITY

Authorized  Capital  Stock

We  have  a  total  authorized  capital of 100,000,000 shares of common stock at
$.001  par  value  per share.  Shareholders have all the rights afforded them by
Nevada  law.


                                      F-13
<PAGE>
Year  2000  Equity  Transactions

Year  2000  Conversion  of  Debt

The  debt  of  $226,276  which  was converted related to rent and other overhead
items  paid  for  by Star E Media's related party company Western Global.  These
amount  due  were converted to 126,252 shares of common  stock at the end of the
year  at  an  average  price  of  $1.79  per  share.

Stock  for  Services
Consulting  was paid for with 8,373,748 shares of common stock valued at $8,650.
This  consulting  is  shown  as  the initial capitalization of the Company.  The
services  rendered  were  that  of  formation  of  the  Company,  meetings to do
promotional  activities,  to  gauge the viability of the Company and promotional
networking.  The  value  of  these  services  was  listed at par value, which is
$0.001  per  share.

Year  2001  Equity  Transactions

Year  2001  Conversion  of  Debt
The  debt  of  $148,200  which  was converted related to rent and other overhead
items  paid  for  by  Star E Media's related party company Western Global.  This
amount  due  was  converted to 157,500 shares of common  stock at the end of the
year  at  an  average  price  of  $0.94  per  share.

Stock  for  Services
Consulting  was  paid for with 4,000 shares of stock and valued at $4,000 for an
average  price  of  $1.00  per  share.  This  was  paid  in  2002.

Stock  Subscription
A  current Company shareholder also purchased 35,000 shares of restricted common
stock  on  subscription  at  $1.00  per  share.  This  was  paid  in  year 2002.

Sales  of  Common  Stock
Periodically  because  of  cash  flow  needs, the Company would issue restricted
shares of common stock through private placement.  These private placements were
negotiated  individually and had different pricing.  For the year 2001 1,303,500
shares  of  restricted  common  stock  were sold through private placement at an
average  sales  price  of  $0.40  per  share  for  a  total  value  of $517,000.

Merger
The merger with Quick &  Easy Software effectively increased our common stock by
2,400,000  shares.  See  Note  2  for  the  details  on  this  merger.

                                      F-14
<PAGE>
Services  Contributed  to  the  Company
Three  officers donated services to the Company during the year 2001.  The value
of  these  services  has been estimated by the Company at $288,000.  This amount
has  been  recorded  in  the  Statement  of Operations and Stockholders' Equity.

Stock  sales  in  year  2002

In  the  year  2002 we sold two sales of restricted common stock.  The first was
150,000  shares  of  restricted common stock for $150,000.  We also sold 480,000
shares  of  common stock for a net value of $115,200.  This second sale of stock
was  in  conjunction  with  a  loan  with  a  face  value  of  $230,000.

In  conjunction  with  this  same loan, 23,000 warrants were issued at $0.50 per
share  and  good  for  four  years.  At this price these warrants are out of the
money  and  carry no intrinsic value.  Calculating the value using an acceptable
method  also  produced  no  value.

Services  Contributed  to  the  Company
Three  officers donated services to the Company during the year 2002.  The value
of  these  services  has been estimated by the Company at $135,100.  This amount
has  been  recorded  in  the  Statement  of Operations and Stockholders' Equity.

NOTE  5     INCOME  TAXES:

The  Company  provides  for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an  asset  and  liability  approach in accounting for income taxes. Deferred tax
assets  and  liabilities  are  recorded  based  on  the  differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect  when  these  differences  are  expected  to  reverse.

SFAS  No.  109  requires  the  reduction  of  deferred tax assets by a valuation
allowance  if, based on the weight of available evidence, it is more likely than
not  that  some  or  all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income  in the future to fully utilize the net deferred tax asset.  Accordingly,
a  valuation  allowance  equal to the deferred tax asset has been recorded.  The
total  deferred  tax asset is $309,066, which is calculated by multiplying a 22%
estimated  tax  rate  by  the cumulative NOL of $1,404,844.  The total valuation
allowance  is  a  comparable  $309,066.

The  provision for income taxes is comprised of the net change in deferred taxes
less  the valuation account plus the current taxes payable as shown in the chart
below.


                                      F-15
<PAGE>
                                                 2002         2001        2000

     Net change in deferred taxes by year       203,552      64,418      41,096
     Valuation  account  by  year              (203,552)    (64,418)    (41,096)
     Current  taxes  payable                          0           0           0
                                              ---------    --------    ---------
     Provision  for  Income  Taxes                    0           0           0
                                              ---------    --------    ---------

Below  is  a  chart  showing  the estimated federal net operating losses and the
years  in  which  they  will  expire.

     Year             Amount     Expiration
     2000             186,800       2020
     2001             292,807       2021
     2002             925,237       2022
                    ---------

     Total  NOL     1,404,844
                    ---------

NOTE  6.     LEASES  AND  OTHER  COMMITMENTS:

We  are  renting  an  office  and part of a warehouse from a Company owned by an
officer  on  a  month  to  month  basis  under  a  verbal agreement.  We have no
long-term  lease  commitments.

Other  Contingencies

Economic  Impact  of  Increased  Security  Measures

Since  the  terrorist  attack of September 11, 2001 we have reviewed our Company
for  any impact that this might have brought our business.  Our analysis is that
our  sales  may  have been reduced because of people's lack of buying during for
the  slowdown  or actual stoppage of mails for some corporations.  We have found
it  more  difficult  to  do  business  with  the  Arabic  speaking  communities.
According to the FASB guidelines for this economic impact we have not quantified
the  negative  impact.

NOTE  7.     GOING  CONCERN

The  accompanying  financial statements have been prepared assuming that we will
continue as a going concern.  As of the balance sheet date we had no established
sources  of  revenue.  This
factor  raised doubt about the Company's ability to continue as a going concern.
These  financial  statements  do  not  include  any  adjustments relating to the
recoverability  and  classification of  asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue  as  a  going  concern.

Since  the  end  of the year we have restructured our marketing efforts and have
continued  to  seek investment funding.  We have decided to focus our efforts on
two  languages,  Spanish  and  Arabic.

                                      F-16
<PAGE>
We feel that this will add sales to our Company in the current and future years.

Management  expects these plans to allow the Company to become profitable in one
of  the  latter  quarters of the upcoming fiscal year.  No assurance can be made
however  that  these  plans  will  be  successful.

NOTE  8.     THE  EFFECT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

Below  is  a  listing  of  the most recent accounting standards SFAS 141-147 and
their  effect  on  the  Company.

SFAS  141     Business  Combinations

This  Statement  addresses  financial  accounting  and  reporting  for  business
combinations  and  supersedes  APB 16 and SFAS 38.  All business combinations in
the  scope  of  this  Statement  are  to  be accounted for using one method, the
purchase  method.  The  effective  date  for this Statement is June 30, 2001 and
thereafter.

SFAS  142     Goodwill  and  Other  Intangibles  Assets

This  Statement  addresses  financial  accounting  and  reporting  for  acquired
goodwill  and  other  intangible assets and supersedes APB 17.  It addresses how
intangible  assets that are acquired individually or with a group (but not those
acquired  in  a  business  combination)  should  be  accounted  for in financial
statements  upon  their acquisition.  This Statement also addresses how goodwill
and  other  intangible  assets  should  be  accounted  for  after they have been
initially  recognized  in the financial statements.  The effective date for this
Statement  is  December  15,  2001.

SFAS  143     Accounting  for  Asset  Retirement  Obligations

This  Statement  addresses  financial  accounting  and reporting for obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement costs.  This Statement applies to all entities.  It applies to
legal  obligations  associated  with  the  retirement  of long-lived assets that
result  from  the  acquisition,  construction,  development  and (or) the normal
operation of a long-lived asset, except for certain obligations of leases.  This
Statement  amends  SFAS  19.  The  effective date for this Statement is June 15,
2002.

SFAS  144     Accounting  for  the  Impairment  or Disposal of Long-Lived Assets

This  Statement  addresses financial accounting and reporting for the impairment
or  disposal  of  long-lived  assets.  This  statement  supersedes SFAS 121, the
accounting  and reporting provisions of APB 30 and amends ARB 51.  The effective
date  of  this  Statement  is  December  15,  2001.


                                      F-17
<PAGE>
SFAS  145     Extra-ordinary item classification, sale-lease-back classification

This  statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for  the  classification  of  gains  and losses of the extinguishment of debt as
extra-ordinary  items.  This  standard  also  amends SFAS 13 in that it requires
that  capital  leases that are modified so that the resulting lease agreement is
classified  as  an  operating  lease  be accounted for under the sale-lease-back
provisions  of  SFAS  98.  The effective date of this statement is May 15, 2002.

SFAS  146     Accounting  for  Costs Associated with Exit or Disposal Activities

This  statement  requires  companies  to recognize costs associated with exit or
disposal  activities,  other  than SFAS 143 costs, when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs  are  lease  termination  costs,  employee severance costs associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity.  This  statement  is  effective  after  December  15,  2002.

SFAS  147     Acquisitions  of  Certain Financial Institutions - an amendment of
              FASB Statement No. 72  and  144  and  FASB  Interpretation  No.  9

This  statement  makes  the acquisition of financial institutions come under the
statements  141 and 142 instead of statement 72, 144 and FASB Interpretation No.
9.  This  statement  is  applicable for acquisition on or after October 1, 2002.

The  adoption  of these new Statements is not expected to have a material effect
on  the  Company's  financial  position,  results  or operations, or cash flows.

NOTE  9.     RELATED  PARTY

We  rent  our  offices and part of a warehouse from a company which has the same
officers  as  we  have.  The rent is a verbal contract on a month to month basis
and  is  approximately  $8,000  per  month.

During  2002 we borrowed $360,000 from a current shareholder.  See notes payable
for  more  detail.

NOTE  10.    ADVANCED  ROYALTIES  AND  ROYALTY  AGREEMENTS

We  have  licensing  and  prepaid  royalty  agreements  with  three  companies,
Scholastic,  School  Zone  Interactive and Knowledge Adventure for a total of 59
titles.  These  agreements  allow us to localize the English version into either
Spanish  or  Arabic  or both.   We are also licensed to market these products in
most Spanish and /or Arabic speaking countries.  None of the agreements allow us
to sell in the US.  Our licensor will procure localized product from us and sell
within  the  United  States.  The licensing agreements are generally for 3 years
and  renewable.  Of  the  59 titles, 30 have  progressed through the development
stage  and  are  ready  for  production.  Prepaid  royalties on future sales are
required  to be paid at certain points along the development process. As we sell
units  we  are  required to remit to the licensor  royalty  payments  on  a  per
unit sold  basis.  In addition, we have agreed to sell our finished products  to

                                      F-18
<PAGE>
these companies at a discounted  rate.  On  a  quarterly  basis  we  assess  the
recoverability  of the remaining Royalty Advances. This assessment is based upon
our estimation of future sales, the economic life (3 years) of the title and the
specific  terms  of  each  royalty  agreement.  When  future  estimated sales or
economic  life are less than the remaining royalty advance or when the agreement
has  expired  the  associated  royalty  advance  is  charged  off.

For  the  year  ended  December 31, 2002, our schedule of Royalty Advances is as
follows.

                         Scholastic    School Zone   Vivendi     Total

Balance  12/31/01          91,915        10,000       14,000    115,915
Additions                  10,000        10,000            0     20,000
Expired  Advances         (50,830)       (1,700)     (14,000)   (60,230)
Sales                           0             0            0          0
                           ------        ------     --------    -------

Balance  12/31/02          51,085        18,300            0     69,385
                           ------        ------     --------    -------

NOTE  11.    SEGMENT  INFORMATION

Segment  information is presented in accordance with SFAS 131, Disclosures about
Segments  of an Enterprise and Related Information.  This standard is based on a
management  approach,  which  requires  segmentation  based  upon  the Company's
internal  organization  and disclosure of revenue based upon internal accounting
methods.  Currently  management  divides  revenue  into two categories, sales of
Arabic  discs  and  sales  of  Spanish  discs.  All sales for the year 2002 were
Arabic  language  sales.

                                      F-19
<PAGE>