SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         Amendment 1
                             to
                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

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






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



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

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

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

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

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

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendments to this Form 10-KSB.     [ X ]

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

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

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

            DOCUMENTS INCORPORATED BY REFERENCE:

                          NonePART I

ITEM 1.   DESCRIPTION OF BUSINESS

                          Background

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

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

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

                    Previous Business Plan

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

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

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

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

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

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

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

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

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

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

ITEM 2.   DESCRIPTION OF PROPERTY.

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

ITEM 3.   LEGAL PROCEEDINGS

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

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

No such matters were submitted during the most recent quarter.

                            PART II

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

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

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

                         Market Price

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

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

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

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

                            Holders

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

                           Dividends

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

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

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

                  Plan of Operation - General

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

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

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

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

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

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

                   Sources of Opportunities

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

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

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

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

                  Evaluation of Opportunities

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

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

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

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

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

                 Acquisition of Opportunities

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

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

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

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

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

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

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

                          Competition

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

                    Regulation and Taxation

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

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

                           Employees

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

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited Financial Statements as of December. 31, 2000, and
December 31, 1999
                       MUSIC ETC., INC.

                     FINANCIAL STATEMENTS

                           CONTENTS


                                            PAGE

Independent 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 AUDITORS' 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,
2009 and December 31, 1999 and the related statements of
stockholders' equity for December 31, 2000 and statements of
operations and cash flows for the two years ended December 31,
2000 and December 31, 1999 and the period September 20, 1993
(inception) to December 31, 2000. These financial statements
are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.

     I conducted my audit in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates

made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

     In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Music Etc., Inc., as of December 31, 2000 and
December 31, 1999 and the related statements of stockholders'
equity for December 31, 2000 and statements of operations and
cash flows for the two years ended December 31, 2000 and
December 31, 1999 and the period September 20, 1993 (inception)
to December 31, 2000 in conformity with 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

Kurt D. Saliger C.P.A.

December17, 2001

 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 SHEETS


<Table>

                                   <c>              <c>
                               ASSETS
                                      December         December
                                      31,2000          31, 1999
                                      ---------        ----------
CURRENT ASSETS
  Cash                                           $0                $0
                                         ----------         ---------
  TOTAL CURRENT ASSETS                           $0                $0
                                         ----------         ---------
     TOTAL ASSETS                                $0                $0
                                         ==========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY

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


STOCKHOLDERS EQUITY

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

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1999 - 6,000,000 shares                           $6,000
December 31, 2000 - 6,000,000 shares         $6,000

Additional paid in Capital                 ($2,315)          ($2,315)

Deficit Accumulated during
development stage                          ($6,952)          ($3,952)
                                         ----------         ---------

TOTAL STOCKHOLDERS' EQUITY                 ($3,267)            ($267)
                                         ----------         ---------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                              $0                $0
                                         ==========        ==========
</Table>
        See accompanying notes to financial statements
                             - 2 -
                        MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                    <c>              <c>             <c>
                       Year             Year            Sep. 20, 1993
                       Ended            Ended           (Inception)
                       December         December        to December
                       31, 2000         31, 1999        30, 2000

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

EXPENSES

General, Selling
and Administrative             $3,000              $267           $6,952
Amortization                       $0                $0               $0
                          -----------       -----------      -----------
TOTAL EXPENSES                 $3,000              $267           $6,952

NET PROFIT (LOSS)            ($3,000)            ($267)         ($6,952)
                          ===========       ===========      ===========
NET PROFIT (LOSS)
PER SHARE                       (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, 2000
<Table>

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


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

Changed from no par
Value to $0.001
September 21, 1999                                 ($3,660)           $3,660
Forward Stock Split
240 to 1
September 21, 1999                5,975,000          $5,975         ($5,975)

Net Loss,
December 31, 1999                                                                    ($267)

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

Net loss
December 31, 2000                                                                  ($3,000)
Net loss

Balance
December 31, 2000                 6,000,000          $6,000         ($2,315)       ($6,952)
                               ============      ==========      ===========    ===========
</Table>
                 See accompanying notes to financial statements
                                    -    4 -

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

<Table>

                        <c>            <c>            <C>
                           Year           Year           Sept. 20, 1993
                           Ended          Ended          (Inception)
                           December       December       to December
                           31, 2000       31, 1999       30, 2000
CASH FLOW FROM
OPERATING ACTIVITIES

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

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

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

CASH 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, 2000 and December 31, 1999

NOTE 1 -ORGANIZATION AND ACCOUNTING POLICIES

     The Company was incorporated September 20, 1993 under
the laws of the State of Nevada. The Company was organized
to engage in any lawful activity. The Company currently has
no operations and, in accordance with SFAS #7, is
considered a development stage company.  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, 2000.

     Income Taxes

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

                              -6-
                      MUSIC ETC., INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
           December 31, 2000 and December 31, 1999

NOTE   2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED)

     Reporting on Costs of Start-Up Activities

          In April 1998, the American Institute of
          Certified Public Accountants issued Statement of
          position 98-5 ("SOP 98-5"), "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, 2000 the Company had no dilutive common stock
          equivalents such as stock options.

     Year End

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

     Year 2000 Disclosure

          The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

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

          Net operating loss carry 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, 2000 and December 31, 1999

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, 2000 and December 31, 1999

NOTE 6 -RELATED PARTY TRANSACTIONS

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

NOTE 7 -WARRANTS AND OPTIONS

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

NOTE 8 -OFFICER ADVANCES

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

                             -9-





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

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

                          PART III

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

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

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

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

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

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

Lewis M. Eslick; President

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

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

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

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

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

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

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

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

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

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

Leslie B. Eslick; Secretary

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

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

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

Patsy Harting; Treasurer

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

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

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

ITEM 10.  EXECUTIVE COMPENSATION

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

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

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

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

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

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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

ITEM 13.  EXHIBITS.

EXHIBITS

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

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

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


                           By:
                              /s/ Lewis Eslick
                              Lewis M. Eslick, President
                           Date:                 January 9,
                              2002