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, 2001
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, 2001:
$ 0

As of March 25, 2002, 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,
2001: 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. is a Nevada corporation formed on September 20,
1993. Our principal place of business is located at 8764 Carlitas Joy
Court, Las Vegas, NV 89117. The officers and directors of Music Etc.,
Inc., in discussion with the Assistant Budget Director of Clark
County, Nevada and the State of California Consultant for visual and
performing arts, they report that the level of musical instruction, if
any, in public schools is primarily limited to beginning levels.
Additionally, they have stated that they are highly supportive of
private music lessons.  Students residing in rural or outlying areas
as well as some students residing in the inner city may not have
access to private instructions from a qualified teacher.  Realizing
this to be the case it was decided that offering music lessons via the
Internet might be a very popular idea.  We only plan to offer Guitar,
Drums and Piano for our students.  We hope to be able to offer
beginning, intermediate and advanced lessons.

The original business plan to offer music lessons over the Internet
was abandoned due to the lack of funds available in order to implement
this business plan. However, management believes that through the
proceeds from this offering, it will be able to raise enough initial
capital to begin operations and build a web site. We intend to charge
an enrollment fee of $35.00 and offer 10 session music lessons for
$35.00.

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

On   September   20,  1999,  Music  Etc.  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, Music Etc. 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.

ITEM 2.   DESCRIPTION OF PROPERTY.

Our principal administrative offices are located at 8764 Carlitas Joy
Court, Las Vegas, NV 89117; (702) 228-4688. Since Music Etc. has not
yet begun its operations, no business has yet been transacted here
other than the development of the business plan. Our current executive
offices are located in the residence of our current President. There
is no monetary obligations due to the President nor are there any
monies accruing for the office space.

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.

Market Information

At present, our shares are not traded publicly.  Music Etc. hopes to
have its common stock quoted on the OTC Bulletin Board.

Effect of Penny Stock Rules

The "penny stock" rules could make selling shares more difficult for
the selling security holders. Our common stock will be a "penny
stock," under Rule 3a51-1 under the Securities Exchange Act of 1934
unless and until the shares reach a price of at least $5.00 per share,
we meet the financial size and volume levels for our common stock not
to be considered a penny stock, or we register the shares on a
national securities exchange or they are quoted on the NASDAQ system.
The shares are likely to remain penny stocks for a considerable period
after the shares that are being offered are sold. A "penny stock" is
subject to Rules 15g-l through 15g-10 of the Securities exchange Act
that require securities broker-dealers, before carrying out
transactions in any "penny stock," to deliver a disclosure document to
the customer describing the risks of penny stocks, and get a written
receipt for that document, to disclose the compensation received by
the broker-dealer or any associated person of the broker-dealer; and
to send monthly statements to customers with market and price
information about the "penny stock." Our common stock will also be
subject to a rule which requires the broker-dealer, in some
circumstances, to approve the "penny stock" purchaser's account under
standards specified in the rule, and deliver written statements to the
customer with information specified in the rule. These additional
requirements could prevent broker-dealers from carrying out
transactions and limit the ability of the selling security holders in
this offering to sell their shares into any secondary market for our
common stock and also limit the ability of any subsequent shareholders
to sell the shares in the secondary market.

Holders

There are 52 holders of Music Etc.'s common stock.

Dividends

We do not have a policy of paying dividends, and it is currently
anticipated that no cash dividends will be paid in order to retain
earnings to finance future growth. Any future decision to pay cash
dividends will be made on the basis of earning, alternative needs for
funds and other conditions existing at the time.

Shares Eligible for Future Sale

On April 7, 1997, the Company sold 24,980 shares of its stock for a
total consideration of $3,485.00 cash to the current officers and
directors of the Company. With respect to the sales made, the
Registrant relied on Section 4(2) of the Securities Act of 1933, as
amended. 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, which were issued in reliance upon Section 4(2) of the
Securities Act of 1933, as amended, who subsequently sold or gifted
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 or gifted 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, which were issued in reliance upon
Section 4(2) of the Securities Act of 1933, as amended, who
subsequently sold or gifted some of her shares to 13 individuals on
June 8, 1998. The shares, which were transferred by the officers and
directors, were transferred in reliance upon Section 4(1) of the
Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the shares. The securities were
offered for investment only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted
and will not be available for sale in the open market without separate
registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least one year, including persons who may be deemed
affiliates of Music Etc., Inc., (as that term is defined under the
Act) would be entitled to sell within any three-month period a number
of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ
during the four calendar weeks preceding such sale, provided that
certain current public information is then available. If a substantial
number of the shares owned by these shareholders were sold pursuant to
Rule 144 or a registered offering, the market price of the common
stock could be adversely affected.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  registration  statement contains statements  that  are  forward-
looking statements within the meaning of the federal securities  laws.
These  include statements about our expectations, beliefs,  intentions
or  strategies for the future, which we indicate by words  or  phrases
such  as  "anticipate," "expect," "intend," "plan," "will,"  "believe"
and  similar  language.  These statements involve  known  and  unknown
risks,  including those resulting from economic and market conditions,
the   regulatory   environment  in  which  we   operate,   competitive
activities,  and  other  business  conditions,  and  are  subject   to
uncertainties and assumptions set forth elsewhere in this registration
statement.  Our  actual  results may differ  materially  from  results
anticipated in these forward-looking statements. We base our  forward-
looking  statements on information currently available to us,  and  we
assume no obligation to update these statements.

                           Plan of Operation

We are in the developmental stage and have no established source of
revenue. We believe we will need at least $300,000 in order to be
able to continue with our development operations. We are currently
developing a business plan to market our web site, which will enable
users to learn to play musical instruments online through the
varying levels of music lessons we intend to make available shortly
after becoming operational.  We plan to take the following steps
that we believe will be sufficient to provide us with the ability to
continue in existence:



1.   Management believes we will need to raise between US$300,000 and
     US$500,000 over the next 12 months which we will utilize in
     contracting web hosts, which will provide the services of web
     page designers and consultants to help us devise a curriculum
     which will be viable to teach music lessons online. We believe
     that the amount to contract a web host is nominal but would
     require a monthly service charge ranging from $20 to $45 per
     month. There may be a set-up or activation fee, which would be
     approximately $500 to $1,000. The exact amount we will need to
     raise will be determined by the then current market conditions,
     and the status of cash flow within Music Etc. It is anticipated
     that an initial injection of US$300,000 will be required within
     the next 12 months. We propose to raise the amount we need by
     selling shares of our common stock through this offering
     followed by one or more private placements if necessary. Should
     we not be able to raise any funding through this offering, we
     are researching other possibilities to raise funds. We have been
     researching ideas to raise funds through either private
     placements or through certain government loans or commercial
     loans.



2.   We hope to generate revenue from the marketing of our web site
     to offer music lessons online.  This is expected to be conducted
     upon the completion of this offering and availability of funds,
     if we are successful in raising funding through this offering.
     We have conducted minimal research as to the best way to market
     our web site. Our research efforts have been limited to
     information obtained from the Internet regarding start up
     businesses.  Music Etc. does not currently have any formal
     contracts with any internet sites or web hosts. Music Etc.,
     Inc., will develop a web page with hyperlinks on Unified School
     District Web Pages directing interested parties to Music Etc.,
     Inc.'s. Web page, once our web page is operational.



3.    Management may find it necessary to raise additional funds to
     impliment the business plan of Music Etc., Inc.  Manage intends
     to raise these additional funds through the issuance of shatres
     of its common stock.  This action would ultimately dilute the
     holdings of any current shareholder.

4.   We intend to launch our website with the aid of consultants
     within the music industry. These consultants will be paid on a
     per project basis, initially, from the proceeds raised in this
     offering. Once we have generated revenue and profits enough to
     sustain our working capital on an ongoing basis, we will hire
     these individuals on a part- to full-time basis. We have not
     identified any consultants in the music industry to date.
     However, we plan to investigate any possibilities of hiring
     consultants within the next 12 months. We feel that we will be
     able to hire at least one to two consultants within the next 12
     months, assuming all of the shares being offered at the offering
     price of $0.10 per share are sold.  We  have only estimated the
     cost of the consultants and any fees associated with these
     consultants.

We  do  not  know the minimum amount we will need in any of the  above
areas to begin our operations.

We  intend  to  utilize  one  or more of the  credit  card  processing
services to provide our students the option to either pay online  with
a  credit  card or have payments deducted straight from their checking
accounts. These services will range anywhere from $10/month and  $0.25
per  transaction  fee  through  CardService  International,  Inc.   to
$44.95/per month, which includes the processing fee, for a  period  of
24 months from iTransact.com (for each transaction over 500 is subject
to a $0.10 per transaction fee).

We  also  intend  to  utilize the services  of  website  managers  and
designers  in  order  to  keep our operating costs  down.  Prices  for
services  which  will design our website as well as  manage  the  site
range  anywhere from $19.95/month to $45/month, some with a  start  up
fee,  for  the small to medium sized businesses just getting  started.
Many  of these web-hosting services also include ISP services included
in  the  monthly fees. Eventually, in the future, we intend to hire  a
full-time web page designer and manager once our operations grow to  a
capacity, which will require our own staff.

We believe that from the proceeds from this offering, assuming all the
shares offered to the public are sold, we will be able to finance  our
operations for at least the next 12 months.

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited  Financial  Statements as  of  December.  31,  2002,  and
December 31, 2001

                           TABLE OF CONTENTS


                                                    PAGE #


     INDEPENDENT AUDITORS 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

                     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, 2001 and the related statements of stockholders' equity
for December 31, 2000 and December 31, 2001 and statements of
operations and cash flows for the two years ended December 31, 2001
and December 31, 2000 and the period September 20, 1993(inception) to
December 31, 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 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, 2001 and December 31, 2000 and the
related statements of stockholders' equity for December 31, 2001 and
December 31, 2000 and statements of operations and cash flows for the
two years ended December 31, 2001 and December 31, 2000 and the period
September 20, 1993 (inception) to December 31, 2001 in conformity with
accounting principles generally accepted in the United States of
America.
       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.

/S/ Kurt D. Saliger C.P.A.
Kurt D. Saliger C.P.A.
February 17, 2002

     1601 South Rainbow Blvd., Suite 220B .Las Vegas, Nevada 89146
               Phone: (702) 367-1988 Fax: (702) 948-8674

                           Music Etc., Inc.
                     (A Development Stage Company)

                             BALANCE SHEET
                           December 31, 2001

                                ASSETS
<Table>

                                      <c>             <c>
                                          December        December
                                          31, 2001        31, 2000


CURRENT ASSETS                                  $   0             $   0
                                           ----------         ---------
  Cash
  TOTAL CURRENT ASSETS                          $   0             $   0
                                           ----------         ---------
  TOTAL ASSETS                                  $   0             $   0
                                           ----------         ---------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officers Advances                          $  4,152          $  3,267
                                           ----------         ---------
  TOTAL CURRENT LIABILITIES                  $  4,152          $  3,267

STOCKHOLDERS EQUITY

Preferred Stock, $0.001 Par Value
Authorized 10,000,000 Shares
Issued and Outstanding
At December 31, 2001 - None                     $   0

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 2000 - 6,000,000 shares                          $   6,000
December 31, 2001 - 6,000,000 shares        $   6,000

Additional paid in Capital                  $  -2,315         $  -2,315

Deficit Accumulated during
development stage                           $  -7,837         $  -6,952
                                          -----------        ----------
TOTAL STOCKHOLDERS' EQUITY                  $  -4,152         $  -3,267
                                          -----------        ----------
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
                           December 31, 2001




<Table>

                           <C>           <C>            <C>
                              Year          Year           Sep. 20, 1993
                              Ended         Ended           (Inception)
                              December      December        to December
                              31, 2001      31, 2000        30, 2001

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

General, Selling
and Administrative                $   885        $   3,000      $   7,837

Amortization                        $   0            $   0          $   0
                               ----------       ----------      ---------


TOTAL EXPENSES                    $   885        $   3,000      $   7,837

NET PROFIT (LOSS)                 $  -885        $  -3,000      $  -7,837
                               ----------       ----------      ---------
NET PROFIT (LOSS)
PER SHARE                       $   (NIL)            (NIL)          (NIL)
                               ----------       ----------      ---------

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING               6,000,000        6,000,000      6,000,000
</Table>



            See accompanying notes to financial statements

                                 - 3 -
                           MUSIC ETC., INC.
                     (A Development Stage Company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           December 31, 2001


<Table>

                    <c>           <c>           <c>           <c>
                              Common Stock
                                                                 (Deficit)
                       Number                      Additional    Accumu-
                       of                          paid-in       lated
                       Shares        Amount        Capital       Deficit

Balance,
December 31, 1996               20         $  200            $0       $  -200

April 7, 1997
Issued for cash             24,980       $  3,485            $0     $  -3,485
                        ----------     ----------     ---------    ----------
Balance Dec 31, 1997        25,000       $  3,685            $0     $  -3,685

Net Loss
December 31, 1998                                                        $  0

Changed 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
                                                                   ----------
Net loss
December 31, 2001                                                     $  -885
                                                                   ----------
Balance
December 31, 2001        6,000,000       $  6,000     $  -2,315     $  -7,837
                        ----------     ----------     ---------    ----------
</Table>



            See accompanying notes to financial statements

                                    - 4 -



                           Music Etc., Inc.
                     (A Development Stage Company)

                        STATEMENT OF CASH FLOWS

                           December 31, 2001


<Table>

                           <C>             <c>            <c>
                              Year            Year           Sep 20,1993
                              Ended           Ended          (Inception)
                              Dec. 31,        Dec. 31,       to Dec. 31,
                              2001            2000           2001
Cash Flows from
Operating Activities

  Net Loss                          $  -885       $  -3,000     $  -7,837

  Adjustment to
  Reconcile net loss
  To net cash provided
   by operating
  Activities

  Amortization                         $  0            $  0          $  0
  Officers Advances                  $  885        $  3,000      $  4,152
                                 ----------      ----------     ---------

Net cash used in
Operating activities                   $  0            $  0     $  -3,685

Cash Flows from
Investing Activities                   $  0            $  0          $  0

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, 2001 and December 31, 2000




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.  The Company
will develop a website charging subscribers a fee for each Internet
music lesson.

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, 2001.

     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, 2001 and December 31, 2000


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 98-5"),
        "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, 2001
        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, 2001 is as follows:

          Net operating loss carry forward              $6,952
          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, 2001 and December 31, 2000

NOTE 4 STOCKHOLDER'S 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 July 27, 1995 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 $5,996 in cash to
        three of its directors.

        On September 21, 1999 the State of Nevada approved the
        Company's restated Articles of Incorporation that 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, 2001 and December 31, 2000





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.

On or about February 1, 2001, Music Etc. engaged Kurt
Saliger to serve as its new principal independent
accountant.  Mr. Saliger replaces Barry Friedman as Music
Etc.'s principal auditor.

Barry Friedman passed away in December 2000 which made the
board of directors search for a new accountant.

The former accountant's report on the financial statements
for the fiscal year 1999 were modified as to uncertainty
that Music Etc. will continue as a going concern.

During the two most recent fiscal years and the subsequent
interim period preceding the passing of Mr. Friedman, there
were no disagreements with the former accountant on any
matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, if not resolved to the satisfaction
of the former accountant would have caused it to make
reference to the subject matter of the disagreement(s), if
any, in connection with its reports.

                          PART III

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

The  members of the Board of Directors of Music  Etc.  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.  At  this  time
management  does  not  feel  it  necessary  to  enter   into
management agreement with its officers and directors as they
agree  to  serve in their respective positions on an  annual
basis.

Music  Etc.'s officers and directors will devote their  time
to  the  business on an "as-needed" basis, which is expected
to require approximately 20 hours per week.

Information  as to the directors and executive  officers  of
Music Etc. is as follows:

Name/Address          Age    Position          Term
Lewis M. Eslick       63     President/Directo Since April 1997
8452 Boseck Dr., Unit        r
272
Las Vegas, NV 89145
Leslie B. Eslick      48     Secretary/Directo Since April 1997
8452 Boseck Dr., Unit        r
272
Las Vegas, NV 89145
Patsy Harting         61     Treasurer/Directo Since April 1997
14133 Elmira Circle          r
Magnolia, CA 95954

Lewis M. Eslick; President

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

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

Since April 1997, Mr. Eslick Lewis Eslick is the president
of Pure Country. This company intends to offer handcrafted
wares over the Internet.  This venture has not come to
realization as yet and is still in the developmental stages.
Pure Country, Inc., a company involved in establishing an
online business which will offer hand-crafted wares over the
Internet. Pure Country is currently a publicly reporting
company.

Since  August  of 1995, he has been an owner and  served  as
Geschaeftsfuehrer  (Managing Director) of  Xaxon  Immobilien
und  Anlagen  Consult  GmbH. Under Mr.  Eslick's  direction,
Xaxon  was  awarded a license, which allowed every  business
except   banking  operations.  Xaxon  consults  with   major
development companies of the European Economic Community and
the  United  States  of America. Xaxon  is  not  a  publicly
reporting company.

From December 1997 through January 22, 2001, Mr. Eslick  was
President  and  Director of Bepariko BioCom, which  provides
the  digitization  of all ten of the users  fingers  encoded
onto a database with the key fingerprint stored on the users
corresponding smart card. Bepariko is listed on  the  OTCBB:
BPKO. Bepariko BioCom is a publicly reporting company.

From April, 1994, through December, 1994, Mr. Eslick was CEO
of  Travel  Masters, which traded under  the  symbol  OTCBB:
TVMS. While CEO of Travel Masters, he developed strategy and
a  business  plan  for Travel Master, 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.  Travel  Masters  is  not  a   publicly
reporting company.

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

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 Idrocarbure, 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  April  1997,  Ms. Eslick has been the  secretary  and
director of Pure Country, Inc. This company intends to offer
handcrafted wares over the Internet.  This venture  has  not
come to realization as yet and is still in the developmental
stages. Pure Country is currently a reporting company.

From April 2000 to the present Ms. Eslick has been a passive
investor  and consultant to various companies in the  United
States of America.

From  August  of  1995  to April 2000,  she  had  served  as
Geschaeftsfuehrena  (Assistant Managing Director)  of  Xaxon
Immobilien und Anlagen Consult GmbH. Ms. Eslick assisted  in
obtaining  a  license, which allowed every  business  except
banking   operations.   Music  Etc.  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.  Mirex  is  a  publicly
reporting company.

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 Music  Etc.
since April 1997.

Since  April  1997, Mrs. Harting has been the treasurer  and
director of Pure Country, Inc. This company intends to offer
handcrafted wares over the Internet.  This venture  has  not
come to realization as yet and is still in the developmental
stages. Pure Country is currently a reporting company.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), requires that the Company's
officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Company's equity
securities, file reports of ownership and changes of
ownership with the SEC. Officers, directors and greater than
ten percent (10%) shareholders are required by SEC
regulation to furnish the Company with copies of all such
reports they file.

Based solely on its review of the copies of such reports
received by the Company, and on written representations by
the Company's officers and directors regarding their
compliance with the applicable reporting requirements under
Section 16(a) of the Exchange Act, the Company believes
that, with respect to its fiscal year ended December 31,
2001, the Company's officers and directors and all of the
persons known to the Company to own more than ten percent
(10%) of the Company's Common Stock, either failed to file,
on a timely basis, or have yet to file the required
beneficial ownership reports with the SEC.

ITEM 10.  EXECUTIVE COMPENSATION

Music  Etc.'s  officers and directors  do  not  receive  any
compensation for their services rendered to Music Etc.,  nor
have  they received such compensation in the past. There  is
no  written agreement for compensation. However, as  of  the
date  of  this  registration  statement,  the  officers  and
directors   are  not  restricted  from  setting  their   own
compensation. Once Music Etc. has a positive cash flow,  the
board will decide all matters related to compensation. As of
the  date of this registration statement, Music Etc. has  no
funds  available to pay the officers or directors.  Further,
the directors are not accruing any compensation pursuant  to
any agreement with Music Etc.

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 us, as
of March 25, 2002, to be a beneficial owner of five percent
(5%) or more of Music Etc.'s outstanding common stock, each
officer and director individually, and all executive
officers and directors as a group.  No other class of voting
securities is outstanding.  Each person is believed to have
sole voting and investment power over the shares. Except as
noted, each person has sole voting and investment power with
respect to the shares shown. None of the beneficial owners
has the right to acquire any shares of Music Etc.'s common
stock within 60 days pursuant to options, warrants, rights,
conversion privileges, or similar obligations. Unless
otherwise indicated, all shares are beneficially owned by
the persons named.

Name and Address of           Amount and Nature of   Percent of
Beneficial Owner              Beneficial Ownership     Class

Leslie Eslick                          1,039,200        17.32%
8764 Carlitas Joy Court
Las Vegas, NV 89117

Lewis Eslick (1)                       1,098,000        18.30%
8764 Carlitas Joy Court
Las Vegas, NV 89117
Xaxon Immobilien und Anlagen
Consult GmbH (1)                       1,098,000        18.30%
8764 Carlitas Joy Court
Las Vegas, NV 89117

Patsy L. Harting (2)                   1,027,200        17.12%
14133 Elmira Circle
Magalia, CA 95954
Includes all officers and
directors of Music Etc. as a           3,164,400          52.74%
group (3 individuals)

(1)   Lewis  Eslick, the current president and  director  of
Music   Etc.,  Inc.,  is  the  Managing  Director  of  Xaxon
Immobilien  und  Anlagen  Consult GmbH,  which  owns  50,400
shares  of  the Company's common stock. Therefore,  together
with  his  holdings  of  1,047,600 shares,  Mr.  Eslick  has
beneficial  ownership of a total of 1,098,000 shares,  which
represents 18.3% of Music Etc.'s outstanding stock.

Leslie  Eslick is the former wife of Lewis Eslick,  both  of
which  disclaim beneficial ownership of each other's shares.
Lewis  Eslick is the brother of Patsy Harting, both of which
disclaim beneficial ownership of each other's shares.

(2)   Patsy  Harting and John Harting are husband and  wife.
Patsy Harting directly owns 976,800 shares of Music Etc. and
John  Harting  directly owns 50,400  shares  of  Music  Etc.
Therefore,  Mr. and Mrs. Harting are deemed to  beneficially
own each other's shares.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no relationships or related transactions to
report.

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 Eslick
                              Lewis M. Eslick, President
                           Date:                 March 28,
                              2002