SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended December 31, 2000
Commission File No. 000-30253





                      MUSIC ETC., INC.
   (Exact name of registrant as specified in its charter)




Nevada                                            88-0426887
(State of organization) (I.R.S. Employer Identification No.)

8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-4688

Securities registered under
Section 12(g) of the Exchange Act: Common stock, $0.001
                                   par value per share

                                   Preferred stock, $0.001
                                   par value per share

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B 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 amendments to this Form 10-KSB.     [ X ]

Issuer's Revenue during the year ended December 31, 2000:$ 0

As of December 31, 2000, the registrant had 6,000,000 shares
of   its   common  stock,  $0.001  par  value,  outstanding.
Aggregate  market value of the voting and non-voting  common
equity held by non-affiliates based on the price of N/A  per
share  (the  selling or average bid and asked price)  as  of
December 31, 2000: N/A.

NOTE: The company's stock is not, and has not, been traded
or quoted, and the book value is negative. Therefore, there
is no way to ascertain a market value for the stock.

            DOCUMENTS INCORPORATED BY REFERENCE:

None

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                              Background

Music  Etc.,  Inc. (the "Company") is a Nevada corporation  formed  on
September 20, 1993. Its principal place of business is located at 8764
Carlitas Joy Court, Las Vegas, NV 89117. The Company was organized  to
engage in any lawful corporate business.

On  September  20, 1993, the Company issued 20 shares  of  its  common
stock to its original founder, Cheryl Mall for cash. On April 7, 1997,
the Company issued 9,500 shares of its stock to its current president,
who  subsequently sold some of his shares to 20 individuals on May 22,
1997. On April 7, 1997, the Company issued 7,980 shares to its current
Secretary,  who subsequently sold some of her shares to 15 individuals
on  May 28, 1998. On April 7, 1997, the Company issued 7,500 shares of
its  stock to its current Treasurer, who subsequently sold some of her
shares to 13 individuals on June 8, 1998.

On   September  20,  1999,  the  Company  amended  its   Articles   of
Incorporation to increase the authorized number of shares from  25,000
shares  of  common  stock with no par value to  50,000,000  shares  of
common  stock  and  also to authorize 10,000,000 shares  of  preferred
stock,  all  with  a par value of $0.001 per share. On  September  20,
1999,  the  Company also approved a forward stock  split  on  a  240:1
basis,  increasing the issued and outstanding shares  from  25,000  to
6,000,000 shares of common stock.

                        Previous Business Plan

The  Company  had  originally hoped to position itself  to  take  full
advantage of the fast growing Internet industry.  It was our desire to
be  the  leading Internet Company responsible for introducing children
to  the  world  of music.  Our concept would allow anyone  who  had  a
computer or access to one to learn a musical instrument.  The  Company
wanted to provide music lessons for various instruments in a way  that
would allow the participant to be familiar enough at the end of a  10-
lesson  cycle  to  continue and with practice become proficient.   The
company  intended to offer intermediate and advanced lessons utilizing
the same format as described above.

Each instrumental choice would come with a series of 10 basic lessons.
It  was  the intent of the Company to construct a Website where  these
lessons  would  be shown and would be available to our subscribers  at
their convenience.  These lessons would incorporate the use of videos,
interactive  dialogue  between student  and  teacher  and  would  have
available sheet music that would reflect that days lesson. The student
could  download this music and practice at home until he had  mastered
that lesson and then go on to lesson two, three, etc. By the end of  a
10-lesson  cycle the student should be able to continue  advancing  on
his  own  by  practicing and utilizing certain music books,  which  we
would recommend.  It was the intent of the company to charge a fee  of
$35.00  for  each  10-lesson cycle.  By keeping the  cost  down  to  a
reasonable  amount we felt people that could not otherwise  afford  to
learn a musical instrument could do so.

After  the  company became established it would want to  retail  sheet
music as well as discounted instruments and musical supplies.  We felt
this  addition  to  our business would have been advantageous  to  our
students and beneficial to our company.

Music  Etc.,  Inc., a Nevada Corporation was organized  September  20,
1993  to  act  as an agent for musicians throughout the country.   The
original   intent   of  the  company  was  to  book  engagements   for
accomplished musicians with various theaters, hotels and cruise  ships
located around the world.

The  officers and directors of Music Etc., Inc. became aware over  the
years  that  school  districts  throughout  the  United  States   were
constantly  cutting back on extra activities due to budget  cuts.   It
seemed  that  music  was  always the first to go,  especially  in  the
elementary  grades. Realizing this to be the case it was decided  that
offering music lessons via the Internet may be a very popular idea.

Music  Etc.,  Inc.  intended  to contact various  music  teachers  who
specialized in one or more musical instruments to get their  input  as
how to best achieve our goals.  We wanted to make several key contacts
in the manufacturers of musical instruments who we felt would be quite
excited  about  our  ideas and may have extended their  knowledge  and
expertise about the music business.

We  believed that this was the right idea and the right time  to  have
implemented such an idea.  As the Internet grew our company would have
grown.  The Company was unable to raise sufficient funding  to  pursue
that  objective, and therefore has now abandoned its original business
plan.

The  primary  activity  of the Company currently  involves  seeking  a
company  or  companies that it can acquire or with whom it can  merge.
The  Company has not selected any company as an acquisition target  or
merger  partner and does not intend to limit potential  candidates  to
any  particular field or industry, but does retain the right to  limit
candidates,  if it so chooses, to a particular field or industry.  The
Company's plans are in the conceptual stage only.

The Board of Directors has elected to begin implementing the Company's
principal  business purpose, described below under "Item  2,  Plan  of
Operation". As such, the Company can be defined as a "shell"  company,
whose  sole purpose at this time is to locate and consummate a  merger
or acquisition with a private entity.

The proposed business activities described herein classify the Company
as  a "blank check" company. Many states have enacted statutes, rules,
and  regulations  limiting  the sale of securities  of  "blank  check"
companies  in  their  respective jurisdictions.  Management  does  not
intend  to undertake any efforts to cause a market to develop  in  the
Company's  securities until such time as the Company has  successfully
implemented its business plan.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company neither owns nor leases any real property at  this  time.
The Company does have the use of a limited amount of office space from
one  of the directors, Lewis M. Eslick at no cost to the Company,  and
Management expects this arrangement to continue. The Company pays  its
own  charges for long distance telephone calls and other miscellaneous
secretarial,  photocopying, and similar expenses.  This  is  a  verbal
agreement between Lewis M. Eslick and the Board of Directors.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is not a party to any material pending legal proceedings
and,  to  the best of its knowledge, no such action by or against  the
Company has been threatened.

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

No such matters were submitted during the most recent quarter.

                                PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no current market for the Company's stock. Management has not
undertaken  any  discussions,  preliminary  or  otherwise,  with   any
prospective  market maker concerning the participation of such  market
maker  in the after-market for the Company's securities and management
does  not intend to initiate any such discussions until such  time  as
the  Company  has  consummated a merger or acquisition.  There  is  no
assurance that a trading market will ever develop or, if such a market
does develop, that it will continue.

After  a merger or acquisition has been completed, one or both of  the
Company's  officers and directors will most likely be the  persons  to
contact  prospective market makers. It is also possible  that  persons
associated  with  the entity that merges with or is  acquired  by  the
Company  will contact prospective market makers. The Company does  not
intend to use consultants to contact market makers.

                             Market Price

The Registrant's Common Stock is not quoted at the present time.

Effective  August  11,  1993, the Securities and  Exchange  Commission
adopted  Rule  15g-9,  which established the definition  of  a  "penny
stock,"  for purposes relevant to the Company, as any equity  security
that  has  a  market price of less than $5.00 per  share  or  with  an
exercise  price  of  less  than $5.00 per share,  subject  to  certain
exceptions.  For  any  transaction involving  a  penny  stock,  unless
exempt,  the  rules  require: (i) that a broker or  dealer  approve  a
person's account for transactions in penny stocks; and (ii) the broker
or  dealer  receive  from  the investor a  written  agreement  to  the
transaction,  setting  forth the identity and quantity  of  the  penny
stock  to  be  purchased. In order to approve a person's  account  for
transactions  in  penny stocks, the broker or dealer must  (i)  obtain
financial information and investment experience and objectives of  the
person; and (ii) make a reasonable determination that the transactions
in  penny  stocks  are suitable for that person and  that  person  has
sufficient knowledge and experience in financial matters to be capable
of evaluating the risks of transactions in penny stocks. The broker or
dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to  the  penny
stock  market, which, in highlight form, (i) sets forth the  basis  on
which  the  broker  or dealer made the suitability determination;  and
(ii)  that  the broker or dealer received a signed, written  agreement
from the investor prior to the transaction. Disclosure also has to  be
made  about  the  risks of investing in penny stocks  in  both  public
offerings  and in secondary trading, and about commissions payable  to
both  the  broker-dealer  and the registered  representative,  current
quotations for the securities and the rights and remedies available to
an  investor  in cases of fraud in penny stock transactions.  Finally,
monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited
market in penny stocks.

The  National  Association of Securities Dealers, Inc.  (the  "NASD"),
which  administers NASDAQ, has recently made changes in  the  criteria
for  initial listing on the NASDAQ Small Cap market and for  continued
listing. For initial listing, a company must have net tangible  assets
of  $4 million, market capitalization of $50 million or net income  of
$750,000 in the most recently completed fiscal year or in two  of  the
last  three  fiscal years. For initial listing, the common stock  must
also have a minimum bid price of $4 per share. In order to continue to
be  included  on  NASDAQ, a company must maintain  $2,000,000  in  net
tangible  assets  and a $1,000,000 market value of its publicly-traded
securities.  In  addition, continued inclusion  requires  two  market-
makers and a minimum bid price of $1.00 per share.

Management intends to strongly consider undertaking a transaction with
any  merger  or  acquisition candidate which will allow the  Company's
securities  to  be traded without the aforesaid limitations.  However,
there  can  be  no  assurances  that,  upon  a  successful  merger  or
acquisition,  the Company will qualify its securities for  listing  on
NASDAQ  or  some other national exchange, or be able to  maintain  the
maintenance  criteria  necessary  to  insure  continued  listing.  The
failure  of  the  Company to qualify its securities  or  to  meet  the
relevant  maintenance criteria after such qualification in the  future
may  result  in  the discontinuance of the inclusion of the  Company's
securities on a national exchange. In such events, trading, if any, in
the Company's securities may then continue in the non-NASDAQ over-the-
counter  market. As a result, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.

                                Holders

There  are 52 holders of the Company's Common Stock. On September  20,
1993,  20 shares were issued to the initial founder for cash. On April
7,  1997, the three current officers and directors were issued a total
of 24,980 shares, some of which were later sold to 48 individuals. All
of  the  issued and outstanding shares of the Company's  Common  Stock
were  issued  in  accordance  with  the  exemption  from  registration
afforded by Section 4(2) of the Securities Act of 1933.

                               Dividends

The Registrant has not paid any dividends to date, and has no plans to
do so in the immediate future.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement includes projections of future results  and  "forward-
looking  statements" as that term is defined in  Section  27A  of  the
Securities Act of 1933 as amended (the "Securities Act"), and  Section
21E  of  the Securities Exchange Act of 1934 as amended (the "Exchange
Act").  All  statements that are included in this filing,  other  than
statements   of  historical  fact,  are  forward-looking   statements.
Although Management believes that the expectations reflected in  these
forward-looking  statements are reasonable, it can give  no  assurance
that  such  expectations  will prove to have been  correct.  Important
factors that could cause actual results to differ materially from  the
expectations  are  disclosed  in  this Statement,  including,  without
limitation,  in  conjunction  with  those  forward-looking  statements
contained in this Statement.

                      Plan of Operation - General

The  Company's plan is to seek, investigate, and if such investigation
warrants,  acquire  an interest in one or more business  opportunities
presented  to it by persons or firms desiring the perceived advantages
of a publicly held corporation. At this time, the Company has no plan,
proposal, agreement, understanding, or arrangement to acquire or merge
with  any  specific  business or company,  and  the  Company  has  not
identified  any  specific business or company  for  investigation  and
evaluation. No member of Management or any promoter of the Company, or
an  affiliate  of  either, has had any material discussions  with  any
other  company  with respect to any acquisition of that  company.  The
Company  will  not  restrict  its search  to  any  specific  business,
industry,  or geographical location, and may participate  in  business
ventures  of virtually any kind or nature. Discussion of the  proposed
business under this caption and throughout this Registration Statement
is  purposefully  general and is not meant to restrict  the  Company's
virtually unlimited discretion to search for and enter into a business
combination.

The  Company  may seek a combination with a firm which  only  recently
commenced  operations, or a developing company in need  of  additional
funds  to expand into new products or markets or seeking to develop  a
new  product  or  service, or an established  business  which  may  be
experiencing financial or operating difficulties and needs  additional
capital  which is perceived to be easier to raise by a public company.
In  some  instances, a business opportunity may involve  acquiring  or
merging  with a corporation which does not need substantial additional
cash  but which desires to establish a public trading market  for  its
common  stock.  The Company may purchase assets and establish  wholly-
owned   subsidiaries  in  various  businesses  or  purchase   existing
businesses as subsidiaries.

Selecting a business opportunity will be complex and extremely  risky.
Because  of general economic conditions, rapid technological  advances
being  made  in  some industries, and shortages of available  capital,
management believes that there are numerous firms seeking the benefits
of  a  publicly-traded  corporation.  Such  perceived  benefits  of  a
publicly traded corporation may include facilitating or improving  the
terms  on  which additional equity financing may be sought,  providing
liquidity  for  the  principals of a business, creating  a  means  for
providing  incentive  stock  options  or  similar  benefits   to   key
employees,  providing liquidity (subject to restrictions of applicable
statutes) for all shareholders, and other items. Potentially available
business opportunities may occur in many different industries  and  at
various  stages  of development, all of which will make  the  task  of
comparative  investigation and analysis of such business opportunities
extremely difficult and complex.

Management believes that the Company may be able to benefit  from  the
use   of  "leverage"  to  acquire  a  target  company.  Leveraging   a
transaction  involves acquiring a business while incurring significant
indebtedness  for  a large percentage of the purchase  price  of  that
business.  Through  leveraged  transactions,  the  Company  would   be
required  to  use  less of its available funds  to  acquire  a  target
company and, therefore, could commit those funds to the operations  of
the business, to combinations with other target companies, or to other
activities.  The  borrowing involved in a leveraged  transaction  will
ordinarily be secured by the assets of the acquired business. If  that
business  is not able to generate sufficient revenues to make payments
on  the  debt  incurred by the Company to acquire that  business,  the
lender  would be able to exercise the remedies provided by law  or  by
contract.  These leveraging techniques, while reducing the  amount  of
funds  that  the  Company  must commit  to  acquire  a  business,  may
correspondingly increase the risk of loss to the Company. No assurance
can  be  given  as to the terms or availability of financing  for  any
acquisition  by  the Company. During periods when interest  rates  are
relatively high, the benefits of leveraging are not as great as during
periods  of  lower  interest  rates, because  the  investment  in  the
business  held  on  a leveraged basis will only be  profitable  if  it
generates  sufficient  revenues to cover the related  debt  and  other
costs  of  the  financing. Lenders from which the Company  may  obtain
funds  for purposes of a leveraged buy-out may impose restrictions  on
the  future  borrowing, distribution, and operating  policies  of  the
Company.  It is not possible at this time to predict the restrictions,
if  any,  which  lenders  may impose, or the  impact  thereof  on  the
Company.

The  Company has insufficient capital with which to provide the owners
of  businesses  significant cash or other assets. Management  believes
the Company will offer owners of businesses the opportunity to acquire
a  controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering.  The
owners  of the businesses will, however, incur significant post-merger
or acquisition registration costs in the event they wish to register a
portion  of  their shares for subsequent sale. The Company  will  also
incur  significant legal and accounting costs in connection  with  the
acquisition  of  a  business  opportunity,  including  the  costs   of
preparing  post-effective  amendments,  Forms  8-K,  agreements,   and
related   reports  and  documents.  Nevertheless,  the  officers   and
directors  of the Company have not conducted market research  and  are
not  aware  of  statistical  data which would  support  the  perceived
benefits  of a merger or acquisition transaction for the owners  of  a
businesses.  The  Company does not intend to make  any  loans  to  any
prospective merger or acquisition candidates or to unaffiliated  third
parties.

The  Company  will  not restrict its search for any specific  kind  of
firms,  but  may  acquire a venture which is  in  its  preliminary  or
development  stage, which is already in operation, or  in  essentially
any  stage of its corporate life. It is impossible to predict at  this
time  the  status  of  any business in which the  Company  may  become
engaged,  in  that such business may need to seek additional  capital,
may  desire  to  have its shares publicly traded, or  may  seek  other
perceived advantages which the Company may offer. However, the Company
does  not intend to obtain funds in one or more private placements  to
finance the operation of any acquired business opportunity until  such
time  as  the  Company has successfully consummated such a  merger  or
acquisition.  The Company also has no plans to conduct  any  offerings
under Regulation S.

                       Sources of Opportunities

The  Company will seek a potential business opportunity from all known
sources,  but  will  rely  principally on  personal  contacts  of  its
officers  and directors as well as indirect associations between  them
and  other  business  and professional people.  It  is  not  presently
anticipated   that   the  Company  will  engage   professional   firms
specializing in business acquisitions or reorganizations.

Management,  while not especially experienced in matters  relating  to
the new business of the Company, will rely upon their own efforts and,
to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing  the  business  purposes  of  the  Company.  It  is  not
anticipated that any outside consultants or advisors, other  than  the
Company's  legal  counsel and accountants, will  be  utilized  by  the
Company to effectuate its business purposes described herein. However,
if  the Company does retain such an outside consultant or advisor, any
cash  fee earned by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash  assets  with
which  to  pay  such  obligation.  There  have  been  no  discussions,
understandings,  contracts or agreements with any outside  consultants
and  none  are  anticipated in the future. In the past, the  Company's
management   has  never  used  outside  consultants  or  advisors   in
connection with a merger or acquisition.

As  is  customary in the industry, the Company may pay a finder's  fee
for locating an acquisition prospect. If any such fee is paid, it will
be  approved  by  the  Company's Board of Directors  and  will  be  in
accordance  with  the  industry standards. Such fees  are  customarily
between 1% and 5% of the size of the transaction, based upon a sliding
scale of the amount involved. Such fees are typically in the range  of
5%  on  a  $1,000,000 transaction ratably down to 1% in  a  $4,000,000
transaction. Management has adopted a policy that such a finder's  fee
or  real estate brokerage fee could, in certain circumstances, be paid
to  any  employee, officer, director or 5% shareholder of the Company,
if  such person plays a material role in bringing a transaction to the
Company.

The   Company  will  not  have  sufficient  funds  to  undertake   any
significant development, marketing, and manufacturing of any  products
which  may  be acquired. Accordingly, if it acquires the rights  to  a
product,  rather than entering into a merger or acquisition,  it  most
likely  would need to seek debt or equity financing or obtain  funding
from  third parties, in exchange for which the Company would  probably
be  required to give up a substantial portion of its interest  in  any
acquired product. There is no assurance that the Company will be  able
either to obtain additional financing or to interest third parties  in
providing   funding  for  the  further  development,   marketing   and
manufacturing of any products acquired.

                      Evaluation of Opportunities

The  analysis of new business opportunities will be undertaken  by  or
under  the  supervision of the officers and directors of  the  Company
(see  "Item  5).  Management  intends to  concentrate  on  identifying
prospective  business  opportunities  which  may  be  brought  to  its
attention  through present associations with management. In  analyzing
prospective  business opportunities, management will  consider,  among
other factors, such matters as;
     1.   the available technical, financial and managerial resources
     2.   working capital and other financial requirements
     3.   history of operation, if any
     4.   prospects for the future
     5.   present and expected competition
     6.   the quality and experience of management services which may be
       available and the depth of that management
     7.   the potential for further research, development or exploration
     8.   specific risk factors not now foreseeable but which then may be
       anticipated to impact the proposed activities of the Company
     9.   the potential for growth or expansion
     10.  the potential for profit
     11.   the perceived public recognition or acceptance of products,
       services or trades
     12.  name identification

Management  will meet personally with management and key personnel  of
the  firm  sponsoring  the  business  opportunity  as  part  of  their
investigation. To the extent possible, the Company intends to  utilize
written  reports  and  personal investigation to  evaluate  the  above
factors.  The Company will not acquire or merge with any  company  for
which audited financial statements cannot be obtained.

Opportunities  in which the Company participates will present  certain
risks,  many  of  which  cannot  be  identified  adequately  prior  to
selecting  a  specific opportunity. The Company's  shareholders  must,
therefore,  depend on Management to identify and evaluate such  risks.
Promoters  of  some opportunities may have been unable  to  develop  a
going  concern or may present a business in its development stage  (in
that  it  has  not generated significant revenues from  its  principal
business activities prior to the Company's participation.) Even  after
the  Company's  participation, there  is  a  risk  that  the  combined
enterprise  may  not  become a going concern  or  advance  beyond  the
development  stage. Other opportunities may involve new  and  untested
products, processes, or market strategies which may not succeed.  Such
risks will be assumed by the Company and, therefore, its shareholders.

The   investigation  of  specific  business  opportunities   and   the
negotiation,   drafting,   and  execution  of   relevant   agreements,
disclosure  documents, and other instruments will require  substantial
management  time  and  attention  as well  as  substantial  costs  for
accountants,  attorneys,  and others. If a decision  is  made  not  to
participate  in a specific business opportunity the costs incurred  in
the  related investigation would not be recoverable. Furthermore, even
if  an  agreement  is  reached  for the participation  in  a  specific
business  opportunity, the failure to consummate that transaction  may
result in the loss by the Company of the related costs incurred.

There is the additional risk that the Company will not find a suitable
target.  Management does not believe the Company will generate revenue
without  finding  and completing a transaction with a suitable  target
company.  If  no  such target is found, therefore,  no  return  on  an
investment in the Company will be realized, and there will  not,  most
likely, be a market for the Company's stock.

                     Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint   venture,  franchise,  or  licensing  agreement  with   another
corporation  or  entity. It may also purchase stock or  assets  of  an
existing business. Once a transaction is complete, it is possible that
the present management and shareholders of the Company will not be  in
control  of  the  Company.  In addition, a  majority  or  all  of  the
Company's  officers and directors may, as part of  the  terms  of  the
transaction,  resign  and be replaced by new  officers  and  directors
without a vote of the Company's shareholders.

It  is  anticipated that securities issued in any such  reorganization
would  be  issued  in  reliance on exemptions from registration  under
applicable  Federal and state securities laws. In some  circumstances,
however, as a negotiated element of this transaction, the Company  may
agree  to  register such securities either at the time the transaction
is  consummated,  under  certain  conditions,  or  at  specified  time
thereafter.  The  issuance  of substantial additional  securities  and
their potential sale into any trading market which may develop in  the
Company's Common Stock may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may be  a
party cannot be predicted, it may be expected that the parties to  the
business transaction will find it desirable to avoid the creation of a
taxable  event and thereby structure the acquisition in  a  so  called
"tax  free"  reorganization under Sections 368(a)(1)  or  351  of  the
Internal  Revenue Code of 1986, as amended (the "Code"). In  order  to
obtain tax free treatment under the Code, it may be necessary for  the
owners of the acquired business to own 80% or more of the voting stock
of  the  surviving  entity. In such event,  the  shareholders  of  the
Company, including investors in this offering, would retain less  than
20%  of  the  issued  and outstanding shares of the surviving  entity,
which  could  result  in significant dilution in the  equity  of  such
shareholders.

As  part of the Company's investigation, officers and directors of the
Company  will  meet personally with management and key personnel,  may
visit and inspect material facilities, obtain independent analysis  or
verification  of  certain information provided,  check  references  of
management  and key personnel, and take other reasonable investigative
measures,  to the extent of the Company's limited financial  resources
and management expertise.

The manner in which the Company participates in an opportunity with  a
target  company  will  depend on the nature of  the  opportunity,  the
respective  needs  and desires of the Company and other  parties,  the
management  of the opportunity, and the relative negotiating  strength
of the Company and such other management.

With  respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of  the
Company  which  the  target company's shareholders  would  acquire  in
exchange  for  their  shareholdings in the target  company.  Depending
upon, among other things, the target company's assets and liabilities,
the  Company's  shareholders will, in all likelihood,  hold  a  lesser
percentage ownership interest in the Company following any  merger  or
acquisition.  The percentage ownership may be subject  to  significant
reduction  in  the  event the Company acquires a target  company  with
substantial assets. Any merger or acquisition effected by the  Company
can  be  expected  to  have  a  significant  dilutive  effect  on  the
percentage   of  shares  held  by  the  Company's  then  shareholders,
including purchasers in this offering.

Management  has  advanced, and will continue to advance,  funds  which
shall  be  used by the Company in identifying and pursuing  agreements
with target companies. Management anticipates that these funds will be
repaid from the proceeds of any agreement with the target company, and
that any such agreement may, in fact, be contingent upon the repayment
of those funds.

                              Competition

The  Company is an insignificant participant among firms which  engage
in  business  combinations  with, or financing  of,  development-stage
enterprises.  There  are  many established  management  and  financial
consulting   companies   and   venture  capital   firms   which   have
significantly  greater  financial and  personal  resources,  technical
expertise  and  experience than the Company. In view of the  Company's
limited  financial resources and management availability, the  Company
will  continue to be at significant competitive disadvantage vis-a-vis
the Company's competitors.

                        Regulation and Taxation

The Investment Company Act of 1940 defines an "investment company"  as
an  issuer which is or holds itself out as being engaged primarily  in
the  business  of investing, reinvesting or trading securities.  While
the  Company does not intend to engage in such activities, the Company
may  obtain  and  hold a minority interest in a number of  development
stage  enterprises. The Company could be expected to incur significant
registration  and compliance costs if required to register  under  the
Investment Company Act of 1940. Accordingly, management will  continue
to  review  the  Company's activities from time to time  with  a  view
toward reducing the likelihood the Company could be classified  as  an
"investment company".

The  Company  intends  to structure a merger or  acquisition  in  such
manner  as  to  minimize  Federal and state tax  consequences  to  the
Company and to any target company.

                               Employees

The  Company's only employees at the present time are its officers and
directors,  who  will devote as much time as the  Board  of  Directors
determine  is necessary to carry out the affairs of the Company.  (See
"Item 5).

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited  Financial  Statements as  of  December.  31,  2000,  and
December 31, 1999
                           MUSIC ETC., INC.
                         FINANCIAL STATEMENTS
                               CONTENTS
                                             Page
Independent Auditor's Report                 1
Financial Statements
  Balance Sheet                              2
  Statement of Operations                    3
  Statement of Stockholders, Equity          4
  Statement of Cash Flows                    5
  Notes to Financial Statements              6-9
                          KURT D. Saliger CPA
                      Certified Public Accountant

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Music Etc., Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheets of Music Etc., Inc. (a
development stage company), as of December 31, 2000 and December 31,
1999 and the related statements of stockholders' equity for December
31, 2000 and December 31, 1999 and statements of operations and cash
flows for the two years ended December 31, 2000 and December 31, 1999
and the period September 20, 1993 (inception) to December 31, 2000.
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 generally accepted auditing
standards. 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 Music
Etc., Inc. as of December 31, 2000 and December 31, 1999 and the
related statements of stockholders' equity for December 31, 2000 and
December 31, 1999 and statements of operations and cash flows for the
two years ended December 31, 2000 and December 31, 1999 and the period
September 20, 1993 (inception) to December 31, 2000 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 5 to
the financial statements, the Company has had no operations and has no
established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.

Cpa
Kurt D. Saliger C.P.A.
February 21, 2001

          5000 W. Oakey - Suite A-4 * Las Vegas, Nevada 89146
               Phone: (702) 367-1988 Fax: (702) 870-8388


                             MUSIC ETC., INC.
                       (A Development Stage Company)
                              BALANCE SHEETS
<TABLE>
<S>                              <C>         <C>
                         ASSETS
                                 December    December
                                 31, 2000    31, 1999
CURRENT ASSETS
  Cash                                  $0            $0
                                 ---------      --------
  TOTAL CURRENT ASSETS                  $0            $0
                                 ---------      --------
     TOTAL ASSETS                       $0            $0
                                 =========      ========

          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officer Advances                  $3,267          $267
                                 ---------      --------
  TOTAL CURRENT LIABILITIES         $3,267          $267

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par
value
  authorized 10,000,000 shares;
  issued and outstanding at
  Dec. 31, 2000    none                 $0

  Common Stock, $.001 par value
  authorized 50,000,000 shares;
  issued and outstanding at
  Dec. 31, 1999 6,000,000 shares                  $6,000
  Dec. 31, 2000 6,000,000 shares    $6,000

  Additional Paid In Capital      ($2,315)      ($2,315)

  Deficit Accumulated During
  Development Stage               ($6,952)      ($3,952)
                                 ---------      --------
  TOTAL STOCKHOLDERS EQUITY       ($3,267)        ($267)
                                 ---------      --------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY               $0            $0
                                 =========      ========
</TABLE>
              See accompanying notes to financial statements.
                                    -2-
                             MUSIC ETC., INC.
                       (A Development Stage Company)
                          STATEMENT OF OPERATIONS
<TABLE>
<S>                        <C>          <C>          <C>
                           Year         Year         Sept. 20,
                           Ended        Ended        1993
                           December     December     (inception)
                           31, 2000     31, 1999     to Dec. 31, 2000

INCOME
Revenue                            $0            $0             $0
                            ---------     ---------     ----------
TOTAL INCOME                       $0            $0             $0

EXPENSES

General, Selling
and Administrative             $3,000          $267         $6,952

Amortization                       $0            $0             $0

                            ---------     ---------     ----------
TOTAL EXPENSES                 $3,000          $267         $6,952
                            ---------     ---------     ----------
NET PROFIT (LOSS)            ($3,000)        ($267)       ($6,952)
                            =========     =========     ==========

NET PROFIT (LOSS)
PER SHARE                   ($0.0005)         (NIL)      ($0.0012)
                            =========     =========     ==========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING           6,000,000     6,000,000      6,000,000
                            =========     =========     ==========
</TABLE>
               See accompany notes to financial statements.
                                    -3-
                             MUSIC ETC., INC.
                       (A Development Stage Company)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S>                      <C>            <C>          <C>         <C>
                                Common Stock                       (Deficit)
                                -------------                     Accumulated
                            Number                   Additional      During
                              of                     Paid-in      Development
                            Shares         Amount    Capital         Stage
                           ---------      --------   ---------    ------------

Balance,
December 31, 1998              25,000         $3,685          $0       ($3,685)

Change from no par
value to $0.001
September 21, 1999                          ($3,660)      $3,660

Forward stock split
240 to 1
September 21, 1999          5,975,000         $5,975    ($5,975)

Net Loss,
December 31, 1999                                                        ($267)
                         ------------    -----------   ---------     ----------
Balance, Dec. 31, 1999      6,000,000         $6,000    ($2,315)       ($3,952)

Net Loss,
December 31, 2000                                                      ($3,000)
                         ------------    -----------   ---------     ----------
Balance, December 31,       6,000,000         $6,000    ($2,315)       ($6,952)
2000
                         ============    ===========   =========     ==========
</TABLE>
               See accompany notes to financial statements.
                                    -4-
                             MUSIC ETC., INC.
                       (A Development Stage Company)
                          STATEMENT OF CASH FLOWS
<TABLE>
<S>                         <C>            <C>             <C>
                                 Year           Year       Sept. 20, 1993
                                Ended           Ended        (inception)
                               December       December         to Dec.
                               31, 2000       31, 1999        31, 2000

CASH FLOWS FROM
OPERATING ACTIVITIES

Net (Loss)                       ($3,000)           ($267)     ($6,952)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                           $0               $0           $0
Officer Advances                   $3,000             $267       $3,267
                              -----------      -----------   ----------
Net cash used in
operating activities                   $0               $0     ($3,685)

CASH FLOWS FROM
FINANCING ACTIVITIES
Issue Common Stock                     $0               $0       $3,685
                              -----------      -----------   ----------
Net increase
(decrease) in cash                     $0               $0           $0

Cash, Beginning
of Period                              $0               $0           $0
                              -----------      -----------   ----------
Cash, End
of Period                              $0               $0           $0
                              ===========      ===========   ==========
 </TABLE>
                    See accompanying notes to financial
                                statements.
                                    -5-

                        MUSIC ETC., INC.

                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
             December 31, 2000 and December 31, 1999

NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES

         The Company was incorporated September 20, 1993 under the
         laws of the State of Nevada. The Company was organized to engage
         in any lawful activity. The Company currently has no operations
         and, in accordance with SFAS #7, is considered a development
         stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
        The Company records income and expenses on the accrual
        method of accounting.

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

     Cash and equivalents
        The Company maintains a cash balance in a non-interest
        bearing bank that currently does not exceed federally
        insured limits. For the purpose of the statements of
        cash flows, all highly liquid investments with the
        maturity of three months or less are considered to be
        cash equivalents. There are no cash equivalents as of
        December 31, 2000.

     Income Taxes
        Income taxes are provided for using the liability method
        of accounting in accordance with Statement of Financial
        Accounting Standards No. 109 (SFAS #109) "Accounting for
        Income Taxes. A deferred tax asset or liability is
        recorded for all temporary differences between financial
        and tax reporting. Deferred tax expense (benefit)
        results from the net change during the year of deferred
        tax assets and liabilities.

                               -6-

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
             December 31, 2000 and December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reporting on Costs of Start-Up Activities
        In April 1998, the American Institute of Certified
        Public Accountants issued Statement of position 98-5
        ("SOP 98-51'), "Reporting the Costs of Start-up
        Activities" which provides guidance on the financial
        reporting of start-up costs and organizational costs. It
        requires costs of start-up activities and organizational
        costs to be expensed as incurred. SOP 98-5 is effective
        for fiscal years beginning after December 15, 1998 with
        initial adoption reported as the cumulative effect of a
        change in accounting principle.

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

     Year End
        The Company has selected December 31st as its fiscal
        year end.

     Year 2000 Disclosure
        The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

        There is no provision for income taxes for the year
        ended December 31, 2000. The Company's total deferred
        tax asset as of December 31, 2000 is as follows:

           Net operating loss carry            $6,952
         forward
           Valuation allowance                 $6,952
           Net deferred tax asset                  $0
        The federal net operating loss carry forward will expire
        in 2017 to 2019.
                               -7-

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
             December 31, 2000 and December 31, 1999

NOTE 4 - STOCKHOLDERS' EQUITY

     Common Stock
        The authorized common stock of the Company consists of
        50,000,000 shares with a par value of $0.001 per share.

        On Sept. 20, 1993 the Company issued 20 shares of its no
        par value common stock in consideration of $200 in cash
        to one of its directors.

        On July 27, 1997 the Company issued 24,980 shares of its
        no par value common stock in consideration of $3,485 in
        cash to three of its directors.

        On September 21, 1999 the State of Nevada approved the
        Company's restated Articles of Incorporation which
        increased its capitalization from 25,000 common shares
        of no par value to 50,000,000 common shares with a par
        value of $0.001 and added 10,000,000 preferred shares
        with a par value of $0.001.

        On September 21, 1999 the Company forward split its
        common stock 240:1 thus increasing the number of
        outstanding common shares from 25,000 to 6,000,000
        shares.

     Preferred Stock
        The authorized preferred stock of the Company consists
        of 10,000,000 shares with a par value of $0.001 per
        share.

NOTE 5 - GOING CONCERN

        The Company's financial statements are prepared using
        generally accepted accounting principles applicable to a
        going concern which contemplates the realization of
        assets and liquidation of liabilities in the normal
        course of business. However, the Company does not have
        significant cash or other material assets, nor does it
        have an established source of revenues sufficient to
        cover its operating costs and to allow it to continue as
        a going concern.


                             -8-
                      MUSIC ETC., INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE 6 - RELATED PARTY TRANSACTIONS

    The Company neither owns nor leases any real or
    personal property. An officer of the Company provides
    office services without charge. Such costs are
    immaterial to the financial statements and accordingly,
    have not been reflected therein. the officers and
    directors of the Company are involved in other business
    opportunities. If a specific business opportunity
    becomes available, such persons may face a conflict in
    selecting between the Company and their other business
    interests. The Company has not formulated a policy for
    the resolution of such conflicts.

NOTE 7 - WARRANTS AND OPTIONS

    There are no warrants or options outstanding to acquire
    any additional shares of common or preferred stock.

NOTE 8 - OFFICER ADVANCES

    While the Company was seeking additional capital to
    advance its business plan, an officer of the Company
    has advanced funds on behalf of the Company to pay for
    any costs incurred by it. These funds are interest
    free.

                             -9-

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

The   Registrant  has  not  changed  accountants  since  its
formation, and Management has had no disagreements with  the
findings of its accountants.

                          PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,   AND
          CONTROL PERSONS

The  members of the Board of Directors of the Company  serve
until  the next annual meeting of the stockholders, or until
their  successors have been elected. The officers  serve  at
the pleasure of the Board of Directors.

There  are  no  agreements for any officer  or  director  to
resign  at the request of any other person, and none of  the
officers  or directors named below are acting on behalf  of,
or at the direction of, any other person.

The  Company's officers and directors will devote their time
to  the  business on an "as-needed" basis, which is expected
to require 5-10 hours per month.

Information  as to the directors and executive  officers  of
the Company is as follows:

Name/Address             Age    Position
Lewis M. Eslick          61     President/Director
8452 Boseck Dr., Unit
272
Las Vegas, NV 89145
Leslie B. Eslick         46     Secretary/Director
8452 Boseck Dr., Unit
272
Las Vegas, NV 89145
Patsy Harting            59     Treasurer/Director
14133 Elmira Circle
Magnolia, CA 95954

Lewis M. Eslick; President

Mr. Lewis M. Eslick has been President and a Director of the
Registrant since April 1997.

Since  August  of 1995, he has been an owner and  served  as
Geschaeftsfuehrer  (Assistant Managing  Director)  of  Xaxon
Immobilien  und  Anlagen Consult GmbH.  Under  Mr.  Eslick's
direction,  the  company was awarded a  full  34-C  License,
which  allows every business except banking operations.  The
company  consults  with major development companies  of  the
European  Economic  Community  and  the  United  States   of
America.

From April, 1994, through December, 1994, Mr. Eslick was CEO
of  Travel  Masters,  where  he  developed  strategy  and  a
business  plan  for  the  company,  and  the  structure   to
establish  a central reservation complex to replace  Airline
City  Ticketing Offices in Reno and Las Vegas, Nevada  using
Electronic  Ticket  Delivery Networks (ETDN)  which  led  to
ticketless travel.

From  1986 to the Present, Mr. Eslick has been CEO of Mirex,
Inc.,  an  international consulting firm. He was responsible
for  several  successful negotiations on behalf  of  Bechtel
Engineering and Minerals, including:

     A   twelve-berth  harbor  to  accommodate  ocean  cargo
     vessels of up to 50,000 DTW at Mawan Harbor, the  mouth
     of the Pearl River

     The Shenzhen Petro-Chemical Refinery, with an operating
     capacity of 68,000 barrels per day.

     Arranged financing for the Mawan Port Facility with the
     assistance  of  Triad Enterprises S.A. Banco  Arabe  de
     Espanole  secured  a bank commitment  for  $375,000,000
     (US)  with  very favorable interest rates  and  set-off
     principal payments.

From  1983  to 1986, Mr. Eslick conceptualized and delivered
to  EF  Hutton the plan for what is now known as  "Reservoir
Inadequacy  Insurance," the methods by which  investors  are
protected  against inadequate oil reserves or dry wells.  He
developed  and co-authored with Lloyds of London syndication
that backed the policies.

From  1981  to 1983, Mr. Eslick was the project manager  for
Rosendin  Electric, overseeing the complete  wiring  of  the
building  that  tracks the Space Shuttle for  Lockheed.  For
1979 to 1981, Mr. Eslick served as the Managing Director  of
Interface Idrocaruare, Inc. S.A., a corporation with offices
in Geneva, Switzerland, and Konigswinter, West Germany, that
actively traded in the international spot oil market.

From  1954 to 1958, Mr. Eslick served in the US Navy  as  an
Aviation Electronics technician.

Leslie B. Eslick; Secretary

Ms.  Leslie  B. Eslick has been a Shareholder  Director  and
Secretary of the issuer since April 1997.

Since  August of 1995, she has been an owner and  served  as
Geschaeftsfuehrena  (Assistant Managing Director)  of  Xaxon
Immobilien und Anlagen Consult GmbH. Ms. Eslick assisted  in
obtaining for the company, a full 34-C License, which allows
every   business  except  banking  operations.  The  company
consults  with major development companies of  the  European
Economic Community and the Unites States of America.

Prior  to  1995,  she was a Director and  Vice-President  of
Mirex,  Inc.,  where  she assisted with  several  successful
negotiations  as  well  as  being responsible  for  accounts
payable  &  receivable for the firm. From 1983 to 1986,  Ms.
Eslick  assisted  conceptualization  and  delivery  to  E.F.
Hutton,  the  plan  for  what  is  now  known  as  Reservoir
Inadequacy Insurance. She co-developed and co-authored  with
Lloyds  of London, the syndication that backed the policies.
Ms.  Eslick  served  as  an Assistant Managing  Director  of
Interface  Indrocarbuare,  Inc.  S.A.,  a  corporation  with
offices  in  Geneva,  Switzerland,  and  Konigswinter,  West
Germany  that actively traded in the international spot  oil
market. Ms. Eslick attended the University of California  at
Berkley.

Patsy Harting; Treasurer

Ms.  Harting has been an officer and director of the Company
since April 1997.

Since 1996, Mrs. Harting has been a Phlebotomist working  in
the   Intensive  Care  Unit  and  the  laboratory  at  Inlow
Hospital,  Chico,  California. Her  duties  consist  of  the
normal activities associated with the care of the critically
ill and post surgery patients.

Prior  to that, during the years from 1983 until 1996,  Mrs.
Harting  was the owner of PJ's Red Onion, a very  successful
restaurant located in Paradise, CA. She operated a  thriving
business   and  supplied  Specialty  Pies  to  the   largest
restaurants in Chico and Orville, CA for over twelve  years.
Ms. Harting sold her business interests in the early part of
1996.

ITEM 10.  EXECUTIVE COMPENSATION

None of the Company's officers and/or directors receive  any
compensation for their respective services rendered  to  the
Company,  nor  have they received such compensation  in  the
past.  They  both  have  agreed to act without  compensation
until  authorized by the Board of Directors,  which  is  not
expected   to  occur  until  the  Registrant  has  generated
revenues  from operations after consummation of a merger  or
acquisition. As of the date of this registration  statement,
the  Company  has  no  funds  available  to  pay  directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.

It   is   possible  that,  after  the  Company  successfully
consummates  a  merger or acquisition with  an  unaffiliated
entity,  that entity may desire to employ or retain  one  or
more members of the Company's management for the purposes of
providing  services  to the surviving entity,  or  otherwise
provide  other  compensation to such persons.  However,  the
Company has adopted a policy whereby the offer of any  post-
transaction remuneration to members of management  will  not
be  a  consideration in the Company's decision to  undertake
any  proposed  transaction. Each member  of  management  has
agreed  to disclose to the Company's Board of Directors  any
discussions concerning possible compensation to be  paid  to
them by any entity which proposes to undertake a transaction
with the Company and further, to abstain from voting on such
transaction.  Therefore,  as a  practical  matter,  if  each
member  of  the  Company's  Board of  Directors  is  offered
compensation  in  any  form from any prospective  merger  or
acquisition candidate, the proposed transaction will not  be
approved by the Company's Board of Directors as a result  of
the  inability of the Board to affirmatively approve such  a
transaction.

It  is possible that persons associated with management  may
refer  a prospective merger or acquisition candidate to  the
Company.  In the event the Company consummates a transaction
with any entity referred by associates of management, it  is
possible  that  such  an associate will be  compensated  for
their  referral  in  the  form of  a  finder's  fee.  It  is
anticipated  that this fee will be either  in  the  form  of
restricted common stock issued by the Company as part of the
terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in  the
form  of  cash,  such  payment  will  be  tendered  by   the
acquisition  or  merger candidate, because the  Company  has
insufficient cash available. The amount of such finder's fee
cannot  be  determined as of the date of  this  registration
statement, but is expected to be comparable to consideration
normally  paid in like transactions. No member of management
of the Company will receive any finders fee, either directly
or  indirectly, as a result of their respective  efforts  to
implement  the  Company's  business  plan  outlined  herein.
Persons  "associated" with management is meant to  refer  to
persons  with  whom management may have had  other  business
dealings,  but who are not affiliated with or  relatives  of
management.

No  retirement,  pension, profit sharing,  stock  option  or
insurance  programs  or  other similar  programs  have  been
adopted by the Registrant for the benefit of its employees.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS
          AND MANAGEMENT.

The  following  table sets forth each person  known  to  the
Company,  as of February 28, 2001, to be a beneficial  owner
of  five percent (5%) or more of the Company's common stock,
by  the Company's directors individually, and by all of  the
Company's  directors and executive officers as a  group.  In
this case, the only holders of more than 5% of the Company's
common  stock  are the directors and executive officers,  so
only  one  table is shown. Except as noted, each person  has
sole  voting and investment power with respect to the shares
shown.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Leslie B. Eslick         1,000,000     16.67%
           8452 Boseck St., Unit
           272
           Las Vegas, NV 89128
Common     Lewis M. Eslick          1,050,000     17.50%
           8452 Boseck St., Unit
           272
           Las Vegas, NV 89128
Common     Patsy L. Harting         1,000,000     16.67%
           14133 Elmira Circle
           Magnolia, CA 95954

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Board  of  Directors  has  passed  a  resolution  which
contains  a  policy  that  the  Company  will  not  seek  an
acquisition or merger with any entity in which  any  of  the
Company's  Officers,  Directors, principal  shareholders  or
their  affiliates or associates serve as officer or director
or  hold any ownership interest. Management is not aware  of
any  circumstances under which this policy  may  be  changed
through their own initiative.

The  proposed business activities described herein  classify
the  Company  as a "blank check" company. Many  states  have
enacted statutes, rules and regulations limiting the sale of
securities  of  "blank check" companies in their  respective
jurisdictions. Management does not intend to  undertake  any
efforts  to  cause  a  market to develop  in  the  Company's
securities  until such time as the Company has  successfully
implemented its business plan described herein.

ITEM 13.  EXHIBITS.

EXHIBITS

3.1   The  exhibit consisting of the Company's  Articles  of
Incorporation is attached to the Company's amended Form  10-
SB, filed on June 23, 2000. This exhibit is incorporated  by
reference to that Form.

3.2   The  exhibit  consisting of the  Company's  Bylaws  is
attached to the Company's amended Form 10-SB, filed on  June
23,  2000. This exhibit is incorporated by reference to that
Form.
                         SIGNATURES

In  accordance  with Section 13 or 15(d) of  the  Securities
Exchange Act, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
                           Music Etc., Inc.


                           By: /s/Lewis M. Eslick
                              Lewis M. Eslick, President
                           Date:                 March 6,
                              2001