SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 10-KSB/A
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2002
Commission File No. 000-30253


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


          Nevada                                     88-0426887
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   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(b) of the Exchange Act: None

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]     No [ ]

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.  [ ]

Issuer's Revenue during the year ended December 31, 2002: $-0-

Aggregate market value of the voting and non-voting common equity,
2,835,600 shares of common stock, held by non-affiliates: $-0-

As of January 29, 2003, the issuer had 6,000,000 shares of its
common stock outstanding.


              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 the Company's offering of
common stock currently being conducted pursuant to an effective
Registration Statement on Form SB-2 (the "Public Offering"), it
will be able to raise enough initial capital to begin operations
and build a web site.

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.

Business of Issuer

It is the intent of Music Etc. to charge an enrollment fee of
$35.00 and to charge a fee of $35.00 for each 10-lesson cycle.
By keeping the cost down to a reasonable amount we feel people
that could not otherwise afford to learn a musical instrument
could now do so. Music Etc., Inc. intends to contact various
music teachers who specialize in one or more musical instruments
to get their input as how to best achieve our goals.

We are a development stage company which will deliver music
lessons for various instruments to families and children via a
variety of applications on the Internet, like step-by-step
instructions with pictures for correct posture and form (i.e.
hand and finger positioning) to video-taped lessons. We will use
pre-recorded video clips with sound as well as still pictures of
the teacher with text instructions. Students will be able to
download and save the lessons to their personal computers, who may
then practice the lessons as often as they wish from their home
computer. We intend to devote our resources to the delivery of
online music lessons for various instruments. Initially, we will
offer lessons for the guitar, drums and piano. We hope to expand
our array of instruments should we become successful with these
three. Management feels that these would be the most popular
instruments requested. We intend to offer a fee-based Internet
application through which we will deliver music lessons through
video taped lessons.

We currently have no web site and do not own a domain name for
our business. However, we hope to launch our website and
commence delivering services to the public with the proceeds
from the Public Offering. Subscribers who enroll for music
lessons will pay a $35.00 fee for each ten lessons and could
download the lessons and practice at home until they had
mastered that lesson and then go on to lesson two, three, etc.
Musical instruments will be offered for sale through Music Etc.,
Inc.'s web page and Music Etc., Inc. will receive a commission
on each sale. We intend to contact the California Unified School
District to have a hyperlink put on their web site. To date,
management has yet to contact the school district regarding the
hyperlink, so there is no guarantee that the school district
will allow a hyperlink for our web site. Management has also
interviewed web site builders to ascertain the costs involved in
building and maintaining a web page with flags at other sites
directing interested parties to Music Etc., Inc.'s web page. The
construction of a web site software programming and curriculum
development for Music Etc., Inc., will require approximately 12
months with the proper funding, which is estimated to be at
least $300,000.

Services

Music Etc., Inc. hopes to position itself to take full advantage
of the fast growing Internet industry. It is our intent to have
our web site completed within the next 12 months. It is our
desire to be an Internet Company responsible for introducing
children to the world of music. Our concept would allow anyone
who had a computer or access to one to learn a musical
instrument.  Music Etc., Inc. wants to provide music lessons for
various instruments in a way that would allow the participant to
be familiar enough at the end of a 10-lesson cycle to continue
and with practice become proficient.  We will launch our web
site with instructional offerings for three instruments, guitar,
drums and piano.  We will provide instruction for beginners
only.  As we determine the need for other levels of advancement
we intend to offer intermediate and later advanced.  If we have
a demand from online participation to add new instruments, we
may choose to do so.

Each instrumental choice would come with a series of 10 basic
lessons. We intend to construct a Website where these lessons
would be shown and would be available to our subscribers at
their convenience.  The student could download lessons and
practice at home until he had mastered that lesson and then go
on to lesson two, three, etc. By the end of a 10-lesson cycle
the student should be able to continue advancing on his own by
practicing and utilizing certain music books, which we would
recommend. At this time, we will not offer for sale the music
books which would be recommended.

After Music Etc. has become established it would want to retail
sheet music as well as discounted instruments and musical
supplies.  We feel this addition to our business will be
advantageous to our students and beneficial to our company.

Customers may choose from one or a series of lessons that
address curriculum objectives on a specific level. Eventually,
we hope to reach a point where we will have a staff in which our
services will be highly interactive so that we may deliver
online music lessons in real time. However, until we will have
the funding to do so, we will offer our services through pre-
recorded lessons and video-taped lessons. We will use pre-
recorded video clips with sound as well as still pictures of the
teacher with text instructions. Students will be able to
download and save the lessons to their personal computers, who
may then practice the lessons as often as they wish from their
home computer. The music lessons would incorporate the use of
videos, interactive dialogue between student and teacher and
would have available sheet music that would reflect that day's
lesson.

Research and Development

To date, management has only conducted minimal research. To
date, the only research conducted has been on the Internet
regarding start-up strategies for online businesses.
We have not conducted any research for the development of
technical infrastructure to date. Management has only developed
the operational infrastructure as far as the business plan and
organizational actions. There have been no other activities
conducted by our management to date.

System Requirements

From managements' individual research into websites offering
music lessons online similar to those to be offered by our
company, we feel that in order to interact with these lessons,
these requirements are those necessary and universal for taking
music lessons online. We have been advised by Computec, a Nevada
computer technology company that those individuals wishing to
take the musical lessons need the following computer
specifications and hardware requirements:

     *    a Pentium class computer running Windows 95 or higher
          would be required to accept and display the data
          transmitted over the Internet for a student's 10 lesson
          cycle.

     *    An Internet connection with a 28.8 kbps modem or better
          is the required connection to communicate over the
          Internet.

     *    at least 16 MB of RAM (Random Access Memory) would be
          required to accept and display the data transmitted
          over the Internet.

     *    A headset will be recommended but computer speakers
          would also work efficiently.

Product Design and Development

We consider successful product design and development to be
essential to implementing and growing the market for our
services. Music Etc. intends to contract with technical
consultants to maintain its own in house software systems.
Every subscriber is responsible for maintaining his equipment
and connection to the Internet. The day-to-day management of the
website will be handled by the website manager/host. We will
need technical consultants in order to implement our initial
business plan and operations. Subsequent to the implementation
of our business plan, the technical consultants will be hired
and contracted on a per project basis in order to maintain our
operations and when we hope to expand our business services, by
offering advanced lessons and real-time lessons.

Marketing

In order to market our web site, we intend to have our site
listed on different search engines, like Yahoo!, Infoseek,
Excite, Lycos and AskJeeves. We intend to contact various
software manufacturers who offer varying software to enable us
to get listed on those web sites. We feel this will be the best
way to advertise our services for those seeking musical lessons.
An article on Entreprenuer.com, noted a report made by Planet
Ocean Communications, an internet marketing company in Captain
Cook, Hawaii, stating that more than 95% of all people on the
Web use only eight search engines. Some of the software packages
we have been researching are as follows: PowerSolution's
SitePromoter (http://www.sitepromoter.com), which would submit
our site to 150 search engines or CyberSleuth Internet Services'
Net Submitter Professional (http://www.cyber-sleuth.com/nsp),
which offers fully automated submission to hundreds of search
engines and directories as well as offering semiautomated
support for hundreds of other submission sites. These software
products usually cost less than $100. These software packages
will enable us to link our web site to various search engines in
order to create more traffic and exposure to our web site. To
date, we have not contacted nor contracted with any of the above
search engines or software companies.

Another option we will utilize is to get our site on affiliate
programs and partnerships with content sites. Affiliate Programs
are those programs which allow smaller businesses to offer a
wide range of quality goods and services to visitors while
earning a commission for each and every sale. Through an
affiliate program, our web site will be linked with a larger web
site that contains similar services as those we are offering.
Our web site will be able to be noticed when a net surfer is
checking out the bigger web site, our site would be highlighted
and net surfers would then be able to click and link directly to
our web site. We intend to contact web sites like AllAbout-
Music.com, Aardvark's Archive of General Musical Interest,
and/or MusicNow! for the possibility of utilizing an affiliate
and/or partnership program. We currently do not have any
relationship with these sites now and there is no assurance that
they will agree to an affiliate program with Music Etc.

Markets

Music Etc., Inc. intends to enter into agreements with
accomplished musical instructors with expertise in teaching the
application of various musical instruments.  These teachers'
lessons and techniques will be video taped for each set of ten
lessons.  The lessons will commence with  beginners.

As schools become more and more overcrowded School Boards seek
ways to achieve economic demands of supplying more teachers for
the student population.  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.

Music Etc. intends to approach numerous school districts
throughout the country and offer group lessons to their
students. The number of students participating in our program
will determine the cost for these Subscription Agreements.

We anticipate the exposure to our concept will gradually expand
into the European and Asian markets via the Internet.  Once this
occurs it will be necessary to find instructors fluent in the
language of each country where our enrollments are concentrated.
Exposure to the international markets will necessitate the
expansion of lessons offered to include instruments that are
native to those countries.

We feel that this is the right idea and the right time to
implement such an idea.  As the Internet grows our company will
grow.

Music Etc. plans to market its programs over the internet via a
website that is to be designed to appeal to individuals, school
districts and appropriate agencies worldwide.  We believe that
once word spreads about our website, subscriptions will jump.
We hope to eventually have the ability to sell both used and new
musical instruments via our Website. A fee of ten percent (10%)
will be charged to any client for the use of our website to buy
or sell new and used instruments.

Competition

Currently, there are many sites that offer music lessons online.
We intend to offer a variety of different lessons, from which the
student would be able to choose. Since we have not yet begun our
operations and intend to implement our business plan through the
proceeds raised in the Public Offering, it will be difficult for
us to find a niche in the music industry. These other companies
have greater financial resources and are already established,
making it more difficult for us to generate revenue within the
first year, if we are able to raise enough funds to finance our
ultimate goals and begin a web site.

Employees

We are currently in a start-up phase with no employees, other
than our management. It is expected that as funds become
available additional staff will be hired. All future employees
will be hired under an equal opportunity policy and evaluated by
their manager on a regular basis with regard to merit raises and
advancements. We do, however, intend to hire consultants,
initially through part of the proceeds raised in the Public
Offering. These consultants will be hired on a part-time case-by-
case basis. We intend to hire software development consultants
and accomplished music teachers on a full time basis.  Internet
web networking consultants, computer networking consultants and
web graphic design consultants will be hired on a part-time
basis.

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 obligation due to the
President nor are there any monies accruing for the office space.

ITEM 3.   LEGAL PROCEEDINGS

Neither Music Etc., Inc., nor any of its affiliates, officers or
directors is a party to any pending legal proceeding, and none of
its property is the subject of any pending legal proceeding.

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

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 the Public 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

There are 3,164,400 shares of the 6,000,000 outstanding shares of
Music Etc.'s common stock that are "restricted securities," as
that term is defined in Rule 144 promulgated under the Securities
Act. These shares may be eligible for sale within the next six
months 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.

All shares registered in the Public Offering shall be eligible
for resale to the general public should there be a need for this
type of securities.  Music Etc., Inc., makes no representations
or guarantee that the shares registered hereunder shall have a
market for resale.

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 total consideration paid to
Music Etc., Inc., for the shares of stock that were issued to its
current president, secretary and treasurer on April 7, 1997 was
$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)
of the Securities Act of 1933, as amended.

The transfers are clearly gifts as (i) the three officers and
directors did not receive any compensation from the donees; (ii)
the donees were not making an investment in Music Etc., nor were
they working for Music Etc. in order to earn shares; and (iii)
all of the donees are either their friends or family members.

It was clear that the above-referenced individuals acquired their
respective shares not with a view toward further distribution
since they have all held their shares for nearly 5 years (since
1997).

Historically, the test of whether or not an affiliate is
participating in a distribution is (i) whether the shares are
being transferred in transactions which involve the risks
traditionally associated with an issuer distribution, and (ii)
the availability of current public information.

Music Etc. determined that Lewis Eslick, Leslie Eslick, and Patsy
Harting satisfied the test as (i) no consideration was received
by Lewis Eslick, Leslie Eslick, Patsy Harting or Music Etc. for
the shares, the recipients were not approached by these
individuals persuading them to purchase the shares for investment
or otherwise, as in an issuer distribution, posing no risk to the
recipients; and (ii) although there was no current public
information available at the time of the transfers, Music Etc.
was just recently formed with no anticipated intent to publicly
trade its securities - Music Etc. would not make application to
register its securities with the SEC until nearly 3 years later
(April 7, 2000).  Available current public information is a
requirement imposed on companies subject to reporting
requirements of the Exchange Act, of which Music Etc. was not.

Lewis Eslick, Leslie Eslick and Patsy Harting are determined not
to be an issuer, underwriter or dealer, in this particular
transaction, within the meaning of Sections 2(4), 2(11) and 2(12)
of the Securities Act which in turn would deem the proposed gifts
to be exempt transactions pursuant to Section 4(1) of the Act.
In addition, the transaction is exempt from registration under
Section 4(2) of the Act as it is a "private offering."

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.

Recent Sales of Unregistered Securities

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)
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.

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

            Note Regarding Forward-Looking Statements

This report 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 the
     Public Offering followed by one or more private placements
     if necessary. Should we not be able to raise any funding
     through such 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 the Public Offering and
     availability of funds, if we are successful in raising
     funding through the Public 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.'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.  Management
     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 the Public 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 the  Public  Offering,
assuming  all  the shares offered are sold, we will  be  able  to
finance our operations for at least the next 12 months.

                            Timeline

Milestones

Our business plan is to develop a web site to deliver music
lessons over the internet.  We will need to raise at least
$300,000 from the Public Offering in order to implement our plan
of operations for the next 12 months of operation. Should we not
be able to raise this amount, we will need to raise additional
funds through more offerings of our common stock to achieve the
following milestones.
Milestone 1: Engage Consultants.

Should Music Etc. be successful with the Public Offering, we will
engage Software consultants and accomplished music teachers to
develop the ten-cycle lessons we intend to offer and offer the
technical knowledge to construct our website. This process would
entail running classified ads and conducting interviews. We
anticipate that this process will take no longer than eight to
twelve weeks, in order to engage consultants. The cost of hiring
these consultants and website managers and designer is estimated
to be around $18,000.

Milestone 2: Engage Website Designers.

We also intend to hire a website manager and designer. The
website manager and designer would develop our webiste and make
it as user friendly as possible. Management feels this process
will take approximately two to four weeks. The cost of this would
be approximately $1,000 to $1,500, not including set-up fees, if
any.

Milestone 3: Market our website.

We would need to establish a market for our website. Marketing
our website would include the obtaining software which would
enable us to be listed on a number of different search engines.
We could also have a link through larger websites which offer
similar services and/or content through an affiliate program. We
believe we can implement either none or both of these options
within two to four weeks. The cost of this is estimated to be
approximately $100, not including any set up fees, if any. The
cost of the affiliate program would be a small percentage of our
proceeds through the links.

Milestone 4: Offering additional services.

Should we become successful in offering our initial services of
beginning level music lessons, we will take on further endeavors
of offering more musicall instruments, if warranted as well as
advanced levels of instructions for those instruments we will
initially offer. We feel that should we choose to pursue these
activities, we should be able to offer these services within
within twelve months of launching our operations.

We hope to further our endeavors to include interactive services
through the use of having an online chat as well providing future
lessons in real-time. However, we do not anticipate this coming
to fruition until we are able to generate a positive cash flow.
We estimate this time frame to take eighteen to twenty-four
months from launching our website.

Milestone 5: Achieve Revenues.

It is difficult to quartify how long it will take for Music Etc.
to start receiving revenues. Mangement expects that there will be
a number of "surfers" who will visit our site prior to actually
committing to taking lessons from us. We believe that we should
be able to start receiving revenues within the first six to eight
months from the launch of our website.


ITEM 7.   FINANCIAL STATEMENTS.






                         MUSIC ETC., INC
                  (A DEVELOPMENT STAGE COMPANY)


                      FINANCIAL STATEMENTS

                        December 31,2002
                        December 31,2001















                         MUSIC ETC., INC

                      FINANCIAL STATEMENTS

                            CONTENTS


                                                       PAGE



     Independent Auditor's Report                       F-1

     Financial Statements

          Balance Sheet                                 F-2

          Statement of Operations                       F-3

          Statement Of Stockholders' Equity             F-4

          Statement Of Cash Flows                       F-5

          Notes To Financial Statements              F-6 - F-9









James R. Bonzo
Certified Public Accountant


                  INDEPENDENT AUDITOR'S REPORT

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

I have audited the accompanying Balance Sheets of Music Etc.,
Inc., (a development stage company), as of December 31, 2002 and
December 31, 2001 and the related statements of profit and loss
and stockholders' equity and notes to the financial statements
you are filing pursuant to Rule 17a -5 under the Securities and
Exchange Act of 1934. For the periods then ended you are in
accordance with standards established by the American Institute
of Certified Public Accountants. All information included in
these financial statements is the representation of the
management of Music Etc., Inc.

I considered my audits in accordance with auditing standards
generally accepted in the United States of America.  These
statements require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatements.  An audit includes examining, on
a test basis, evidence supporting the audits and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates used by
management as well as evaluation the overall financial statement
presentation.  I believe that my audits provide 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, 2002 and December 31, 2001
results of operations and its cash flows for the periods then
ended in conformity with accounting principles generally accepted
in the United States of America.


/s/
James R. Bonzo
CPA Nevada #813


    06-12-03
     (date)


         4086 Spring Leaf Drive, Las Vegas, Nevada 89127
            Tel 702-367-4483 . Fax 702-367-8864
_________________________________________________________________

Member of the American Institute of Certified Public Accountants
and member of the Nevada Society of Certified Public Accountants
           Member of the Las Vegas Chamber of Commerce



                              F-1




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                         BALANCE SHEETS


                             ASSETS

                                           December        December
                                           31, 2002        31, 2001
     CURRENT ASSETS

       Cash                                $      0        $      0
                                           --------        --------

       TOTAL CURRENT ASSETS                $      0        $      0
                                           --------        --------


                   TOTAL ASSETS            $      0        $      0
                                           ========        ========



               LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
       Officers Advances (Note 8)          $  5,887        $  4,152
                                           --------        --------

     TOTAL CURRENT LIABILITIES             $  5,887        $  4,152
                                           --------        --------

     STOCKHOLDERS EQUITY (Note 4)

     Preferred Stock, $0.001 Par Value
     Authorized 10,000,000 Shares
     Issued and Outstanding
     At December 31, 2002 - None           $      0        $      0

     Common stock, $.001 par value
     authorized 50,000,000 shares
     issued and outstanding at
     December 31, 2001 - 6,000,000 shares                  $  6,000
     December 31, 2002 - 6,000,000 shares  $  6,000

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

     Deficit Accumulated during
     development stage                     $ -9,572        $ -7,837
                                           --------        --------


     TOTAL STOCKHOLDERS' EQUITY            $ -5,887        $ -4,157
                                           --------        --------

     TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY                   $      0        $      0
                                           ========        ========


         See accompanying notes to financial statements

                               F-2


                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF OPERATIONS


                               Year         Year         Sept. 20, 1993
                               Ended        Ended        (Inception)
                               December     December     to December
                               31, 2002     31, 2001     31, 2002

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

EXPENSES

General, Selling
and Administrative             $  9,572     $    885     $  7,837

Amortization                   $      0     $      0     $      0
                               --------     --------     --------
TOTAL EXPENSES                 $  9,572     $    885     $  7,837


NET PROFIT (LOSS)              $ -9,572     $   -895     $ -7,837
                               ========     ========     ========

NET PROFIT (LOSS)
per share -  (Note 2)          $  (NIL)     $  (NIL)     $  (NIL)
                               --------     --------     --------


AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING              6,000,000    6,000,000    6,000,000
                               =========    =========    =========






         See accompanying notes to financial statements

                               F-3




                        MUSIC ETC., INC.
                  (A Development Stage Company)
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     December 31, 2002

                         Common Stock                             (Deficit)
                                                                 Accumulated
                           Number                 Additional       During
                             of                    paid-in       Development
                           Shares      Amount      Capital          Stage

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

April 7, 1997
Issued for cash             24,980       3,485     $      0        $ -3,485

Balance
December 31, 1997           25,000       3,685     $      0          -3,685

Net Loss
December 31, 1998                     $      0     $      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
                         ---------    --------     --------        --------
Bal. 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

Net Loss
December 31, 2002                                                  $ -1,735

Bal. Dec 31, 2002        6,000,000    $  6,000     $ -2,315        $ -9,572




         See accompanying notes to financial statements

                               F-4



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
                        December 31, 2002


                              Year         Year      Sept 20, 1993
                              Ended        Ended      (Inception)
                             December     December     to Dec.
                             31, 2002     31, 2001     31, 2002

CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                   $   1,785    $   -885    $  -9,572

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

Amortization                 $       0    $      0    $       0
Officer Advances             $   1,735    $    885    $   5,887

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


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




         See accompanying notes to financial statements

                               F-5




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
             December 31, 2002 and December 31, 2001



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 will develop a web site 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.



                               F-6




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
             December 31, 2002 and December 31, 2001



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 2001 Disclosure
          The year 2001 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the year ended
     December 31,2002.

          Net operating loss carry forward              $9,572
          Valuation allowance                           $9,572
          Net deferred tax asset                        $    0

     The federal net operating loss carry forward will expire
     in 2017 to 2019.



                               F-7




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
               December 31, 2002 and Dec. 31, 2001


NOTE 4 - STOCKHOLDER'S EQUITY

     Common Stock
          The authorized common stock of the Company consists of
          550,000,000 shares with a par value of $0.001 per
          share.

          On July 27, 1997 the Company issued 24,980 shares of
          its no par value common stock in consideration of
          $5,996 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.



                               F-8




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
               December 31, 2002 and Dec. 31, 2001

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.


                               F-9




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

The Company's principal accountant, Kurt D. Saliger, was dismissed
on September 6, 2002.

The former accountant's report on the financial statements for
each of the past two fiscal years did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by the board of
directors.

There were no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved to the former accountants satisfaction, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.

A new accountant has been engaged as the principal accountant to
audit the Company's financial statements. The new accountant is
James R. Bonzo and was engaged as of September 6, 2002. Neither
the Company nor anyone acting on its behalf consulted the new
accountant regarding the application of accounting principles to
a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the small business
issuer's financial statements, as part of the process of deciding
as to the accounting, auditing or financial reporting issue.

The Company has provided the former accountant with a copy of the
disclosures it is making in response to this Item. The former
accountant has furnished a letter addressed to the Commission
stating that it agrees with the statements made by the Company
which was filed as an exhibit to the Company's Current Report on
Form 8-K containing this disclosure.

On or about February 1, 2001, Music Etc. engaged Kurt Saliger to
serve as its new principal independent accountant.  Mr. Saliger
replaced 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.

Mr. Friedman'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 him to make reference to
the subject matter of the disagreement(s), if any, in connection
with his 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                 Age     Position            Director Since
----                 ---     --------            --------------

Lewis M. Eslick       64     President and       April 1997
                             Director

Leslie B. Eslick      49     Secretary and       April 1997
                             Director

Patsy Harting         62     Treasurer and       April 1997
                             Director



Lewis M. Eslick
---------------

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

Since April 1997, Mr. Eslick has been 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 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 was dissolved in January 2003.

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
----------------

Ms. 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
Geschaftsfuhrina (Assistant Managing Director) of Xaxon
Immobilien und Anlagen Consult GmbH. Ms. Eslick assisted in
obtaining a license, which allowed every business except banking
operations. Xaxon 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 was dissolved in January 2003,

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
-------------

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 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.

Conflicts of Interest Related to Other Business Activities

Certain persons serving as our officers, directors have existing
responsibilities and, in the future, may have additional
responsibilities, to provide management and services to other
entities in addition to us. As a result, conflicts of interest
between us and the other activities of those persons may occur
from time to time. The Company has not formulated a policy for
the resolution of such conflicts.

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, 2002, 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 the
date of this Report, 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        1,098,000                18.30%
Consult GmbH (1)
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           3,164,400                52.74%
directors of Music Etc. as a
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.

(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.

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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no relationships or related transactions to report.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     3.1       Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on Form 10-SB, as amended,
               filed with the Securities and Exchange Commission
               on June 23, 2000).

     3.2       By-laws of the Registrant (incorporated by
               reference to Exhibit 3.2 to the Registrant's
               registration statement on Form 10-SB, as amended,
               filed with the Securities and Exchange Commission
               on June 23, 2000).

     16.1      Letter from Kurt D. Salinger, Certified Public
               Accountant (incorporated by reference to Exhibit
               16.1 to the Registrant's Current Report on Form
               8-K filed with the Securities and Exchange
               Commission on September 13, 2002).

     23.1*     Consent of James R. Bonzo, Certified Public Accountant

*  Filed herewith.


(b)  Reports on Form 8-K:

     None.


                           SIGNATURES

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


                         (Registrant) MUSIC ETC., INC.


                         By:/s/
                         Lewis M. Eslick, President

                         (CHIEF EXECUTIVE AND FINANCIAL OFFICER)

                         Date:  June 18, 2003

In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

                         By:/s/
                         Lewis M. Eslick, Director

                         Date:  June 18, 2003


                         By:/s/
                         Leslie B. Eslick, Director

                         Date:  June 18, 2003




                   CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of MUSIC
ETC., INC. (the "Registrant") on Form 10-KSB for the year
ending December 31, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Annual Report"), I, LEWIS
ESLICK, Chief Executive Officer and Chief Financial Officer of
the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, to the best of my knowledge, that:

1.   I have reviewed this Annual Report;

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

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

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-14 and 15d-14) for the Registrant and have:

     a)   designed such disclosure controls and procedures to
          ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, to
          the extent applicable, is made known to me by others
          within those entities, particularly during the period
          in which this Annual Report is being prepared;

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

     c)   presented in this Annual Report my conclusions about
          the effectiveness of the disclosure controls and
          procedures based on my evaluation as of the Evaluation
          Date;

     5.   I have disclosed, based on my most recent evaluation,
to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the
equivalent functions):

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

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

     6.   I have indicated in this Annual Report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.


Date:  June 18, 2003               By:/s/
                                   Lewis Eslick
                                   President, Chief Executive Officer
                                   and Chief Financial Officer



            CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                   AND CHIEF FINANCIAL OFFICER
                           PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Lewis M. Eslick, Chief Executive Officer and Chief Financial
Officer of Music Etc., Inc. (the "Company"), certify to the best
of my knowledge, pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Company's Annual Report on Form 10-KSB for the year
     ended December 31, 2002, as filed with the Securities and
     Exchange Commission on the date hereof (the "Report") fully
     complies with the requirements of Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in
     all material respects, the financial condition and results
     of operations of the Company.



Date: June 18, 2003           /s/
                              Lewis M. Eslick
                              Chief Executive Officer and
                              Chief Financial Officer