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, 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,
initially.  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 gifted some
of his shares to 20 individuals on May 22, 1998. On April 7,
1997,   Music  Etc.  issued  7,980  shares  to  its  current
Secretary, who subsequently 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 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

3,114,000 shares of the 6,000,000 outstanding shares of
Music Etc.'s common stock are "restricted securities," as
that term is defined in Rule 144 promulgated under the
Securities Act, and as such may only be sold pursuant to an
effective registration statement under the Securities Act,
or in compliance with the exemption provisions of Rule 144
or pursuant to another exemption under the Securities Act.

On September 20, 1993, the Company issued 20 shares of its
common stock to its original founder, Cheryl Mall for
$322.50 cash. On April 7, 1997, the Company issued 9,500
shares of its stock to Lewis Eslick, the current president,
for $1,200.00 who subsequently gifted 5,135 of his shares to
20 individuals on May 22, 1997. On April 7, 1997, the
Company issued 7,980 shares to Leslie Eslick, the current
secretary, for $1,100.00 who subsequently transferred 3,950
of her shares to 15 individuals on June 8, 1998. On April 7,
1997, the Company issued 7,500 shares of its stock to Patsy
Harting, its current Treasurer, for $1,185.00 who
subsequently transferred 3,425 of her shares to 13
individuals on May 28, 1998. The shares of stock issued to
its current secretary and treasurer on April 7, 1997 were
transferred for a total consideration of $3,485.00 cash.
With respect to the sales made, the Registrant relied on
Section 4(2) of the Securities Act of 1933, as amended. The
subsequent transfers were made in reliance upon
Section 4(1-1/2) 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. 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 implement the business plan of Music Etc.,
     Inc.  Manage intends to raise these additional funds
     through the issuance of shares 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
  Cash                                        $0               $0
                                      ----------        ---------
     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 Sept.               $0
30, 2001 - None

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at:
Sept. 30, 2000 - 6,000,000 shares                          $6,000
Sept. 30, 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)
                                                       Accumulat
                                                           ed
                        Number               Additiona   During
                                                 l
                          of                  paid-in  Developme
                                                           nt
                        Shares     Amount     Capital    Stage

  Balance Dec. 31,          20         $200         $0     ($200)
  1996

  April 7, 1997
  Issued for cash       24,980       $3,485         $0   ($3.485)
                       -------    ---------    -------   --------
  Balance Dec. 31,      25,000       $3,685         $0   ($3.485)
  1997

  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
  Sept. 21, 1999     5,975,000     ($5,975)   ($5,975)

  Net loss
  December 31, 1999                                        ($267)
                       =======    =========   ========   ========

  Balance, Dec. 31,  6,000,000       $6,000   ($2,315)   ($3,952)
  1999

  Net loss
  December 31, 1999                                      ($3,000)
  Net loss
  September 30, 2001                                       ($885)
                       -------    ---------   --------  ---------
  Balance
  September 30,
  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         Sept
                                                        20,1993
                               Ended        Ended     (Inception)
                              December    December      to Dec.
                              31, 2001    31, 2000     31, 2001


CASH FLOW 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
Officer 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 FLOW 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.

The  Registrant for the benefit of its employees has adopted
no  retirement,  pension, profit sharing,  stock  option  or
insurance programs or other similar programs.

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:                 April 26,
                              2002