SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC 20549

                           FORM 10QSB


         Quarterly Report under Section 13 or 15(d) of
              the Securities Exchange Act of 1934


For Quarter Ended                  Commission File Number
June 30, 1997                      33-41063-A

                ART, MUSIC & ENTERTAINMENT, INC.
     (Exact name of registrant as specified in its charter)

Florida                            59-2960590
State or Other Jurisdiction        (I.R.S. Employer
of incorporation or organization)  Identification Number)

4400 W. Sample Road, Suite 140, Coconut Creek, FL  33073
(Address of principal Executive Offices Zip Code)

Registrant's telephone number, including area code:(954-971-9100)


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been  subject  to  the  filing
requirements for at least the past 90 days.

                         Yes         No   __X_

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                    4,397,767 as of June 30, 1997


<PAGE>

       ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
                   CONSOLIDATED BALANCE SHEET
                          (Unaudited)

                                       December    June 30, 1997
                                       31, 1996
Current Assets:                                                 

Cash and cash equivalents               $24,433          $26,512

Total current assets                    $24,433          $26,512
                                                                

Other Assets:                                                   

Other Assets and Deferred            $6,834,415        6,816,771
Expenses

Less Deduction from Stockholders    (6,763,122)      (6,763,122)
Equity

Total Other Assets                       71,293           53,649

TOTAL ASSETS                            $95,726          $80,161

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:                                            

Accounts payable                        $91,635          $85,568

Total current liabilities                91,635           85,568
                                                                

Stockholder's equity:                                           

Preferred Stock, $.001 stated         6,880,700                 
value;

Preferred Stock Conversion                             2,486,575

Common stock, $0.01 stated value          3,642            4,397
100,000,000 shares
authorized;3,641,801 issued and
outstanding as of December 31,
1996; 4,397,767 shares issued and
outstanding as of June 30, 1997

Additional - Paid in Capital              87,743        4,481,113

Deduction for Other Assets          (6,763,122)      (6,763,122)

Current Income (loss)                                    (9,498)

Retained Earnings (deficit)           (204,872)        (204,872)

Total Equity                              4,111          (5,407)

TOTAL LIABILITIES & STOCKHOLDERS'       $95,726          $80,162
EQUITY
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>

       ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)


              CONSOLIDATED STATEMENT OF OPERATIONS
                          (Unaudited)

                       Three Months Ending   Six Months Ending
                             June 30             June 30
                           1997       1996       1997       1996
<S>                   <C>        <C>        <C>        <C>   
Revenue & Interest      $66,150   $389,597   $146,150   $389,597

Total Revenue &          66,150    389,597    146,510    389,597
Interest

Cost of Revenues         22,565     15,150     49,415     15,150

Expenses, General &      55,207    284,758    106,233    284,758
Administrative

Provision for                       17,500                17,500
Income Tax

Net Income (loss)     $(11,622)    $72,189   $(9,498)    $72,189
for Period

Net Income (loss)       >($.01)       $.02    >($.01)       $.02
per share

Weighted average      4,397,767  3,641,801  4,208,775  3,641,801
number of common
shares

</TABLE>



















The  accompanying  notes are an integral part  of  the  financial
statements.



<PAGE>
[CAPTION]
<TABLE>
      

        ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)

              CONSOLIDATED STATEMENT OF CASH FLOWS
                          (unaudited)

                               Three      Three       Six        Six
                              Months     Months    Months     Months
                              Ending     Ending    Ending     Ending
                             June 30    June 30   June 30    June 30
                                1997       1996      1997       1996
<S>                        <C>        <C>        <C>       <C>       
Cash flows from operating                                           
activities:

Net income (loss)          $(11,622)    $72,189  $(9,498)    $72,189
                                                                    

Adjustments to Reconcile                                            
Net Income (loss) to Net
Cash provided (used by)
Operating Activities:

Amortization                       -          -         -          -

Rent                               -          -         -          -

Changes in:                                                         

Accounts payable             (1,500)    282,836         -    282,836
                                                                    

Cash provided (used) by        8,223    389,597     8,145    389,597
operating activities
                                                                    

Cash at beginning of          19,789  (340,477)    18,365  (340,477)
Period
                                                                    

Contributed Capital           11,622   (72,189)     9,498   (72,189)

Cash at end of period         26,512    331,956    26,515    331,956
</TABLE>









The  accompanying  notes are an integral part  of  the  financial
statements.


<PAGE>

       ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)


                 NOTES TO FINANCIAL STATEMENTS
                          (unaudited)


NOTE 1 - ORGANIZATION:

      Arts, Music, and Entertainment, Inc., ("Company") (formerly
Chatham   International,  Inc.)  was  organized   originally   as
Cornerstone Capital, Inc., under the laws of the State of Florida
as  a  corporation on May 25, 1988.  On September  22,  1990  the
Company changed its' name to Chatham International, Inc.  On April  
5,  1996 the Board of Directors of the Company authorized the name   
of the Company to be changed from  Chatham International, Inc., to 
Art, Music, and Entertainment,  Inc., in connection with a merger, 
discussed elsewhere herein, with an entity of the same name.  Such 
change was filed with the Secretary of State of Florida on July 18, 
1996.

     The Company is in the development stage, and activities have
included the arranging of an offering of common stock and warrants  
to  the public, and the business of  import/export management.  
Although the Company has realized certain sales and revenues during  
1996, it will require additional funds from profitable operations,  
financing, and/or  equity  infusions  to conduct business operations 
and execute its business plan(s).

      The  art, music, and entertainment industries in which  the
Company   is  operating  are  highly  volatile  and  competitive.
Accordingly,  the  Company  is exposed  to  significant  risk  in
competing  against other entities who have greater resources  and
experience.


NOTE 2 - BASIS OF ACCOUNTING:

     The consolidated financial statements of the Company and its
subsidiaries, have been presented on the basis that  they  are  a
going concern, which contemplates the realization of assets and the 
satisfaction of liabilities in the normal course of business.  The 
Company has recently acquired certain assets solely through a
merger(s) and issuance of various classes of preferred stock, and
it  is  dependent upon the raising of cash via operations, loans, or  
equity  transactions to fund its operations.   There is no assurance 
that the Company will be successful in raising the cash needed  to  
support  its  operations.  No adjustments  have  been recorded with 
respect to these uncertainties.




<PAGE>

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Principles  of  Consolidation - The consolidated  financial
statements of the Company include the accounts of the Company and
its  wholly-owned  subsidiaries.   All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

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

      Film, Show, & Music Trade Names - Film, show, and  music trade  
name rights relate to the items and/or rights.  The  costs will  be  
amortized over the estimated amount of future usage, unless an item 
is contracted for a limited amount of usage,  in which case the cost 
will be amortized over the contract period.

     Cash and Cash Equivalents - For purposes of the Statement of
Cash   Flows,  the  Company  considers  all  highly  liquid  debt
instruments purchased with a maturity of three months or less to be 
cash equivalents.

      Revenue Recognition - Revenues are recorded when the Company's 
products are shipped to customers.  For one time  shows in which the  
Company  acts  as a promoter,  the  revenues  are recorded when the 
event occurs.

      Income  Taxes  -  As of December 31, 1996 the  Company  had
approximately $205,000 of tax loss carry forwards.  The provision
(benefit) for income taxes is based on the pre-tax earnings (loss)  
reported  in  the  financial statements, adjusted for transactions 
that may never enter into the computation of  income taxes payable.  
A deferred tax liability or asset is  recognized for the estimated 
future tax effect attributable  to  temporary differences  in  the  
recognition  of  income  and  expenses for financial statement and  
income  tax  purposes.   A  valuation allowance is provided in the 
event that the tax benefits are  not expected  to be realized.  At 
December 31, 1996, the valuation allowance was equal to the benefit 
from the  tax  loss  carry forwards, because  there is no assurance 
that the benefit will be realized.


NOTE 4 - MERGERS:

     On April 5, 1996 the Company entered into a merger agreement
with  an entity having the name of Art, Music, and Entertainment,
Inc.,  and changed its name from Chatham International, Inc.,  to
Art,  Music,  and  Entertainment, Inc.  Under the  terms  of  the
agreement, the Company was the surviving entity, and it issued, on  


<PAGE>

a one for one basis, 66,533 common and 615,721  preferred shares,  
for the similar outstanding shares of the merged entity. Further, 
the preferred shares issued by the Company in connection with the  
merger bear the same designations, rights, and preferences as those  
of the merged entity.   For financial statement purposes, the merger 
was accounted for as of March  31, 1996  as a purchase.  Also, for 
financial reporting purposes, the acquisitions discussed below, all 
of which were acquired on March 1  and 5, 1996, respectively, were 
accounted for as a purchase by Art,  Music & Entertainment, Inc., 
("Old AME").  Neither Old  AME nor  any of the acquired entities had 
conducted operations as  of the date of acquisition.  (Also see Note 
13).

      The  merged entity, Art, Music & Entertainment, Inc., ("Old
AME") was formed on December 16, 1994 under the laws of the State
of Florida.  Since December 16, 1994 the Old AME had not conducted  
operations and had not prepared a business  plan. Rather, the Old 
AME  had been seeking other entities to  acquire or with which to 
merge to provide the Old AME with product lines.

      On March 5, 1996, the Old AME entered into an Agreement and
Plan  of  Reorganization with the International Art Group,  Inc.,
("Art Group") under the terms of which the Old AME acquired all of  
the outstanding capital stock of Art Group in exchange for 486,754  
shares of Class H Convertible Preferred Stock of the Old AME.  Art  
Group is not conducting operations and is  reportedly the owner of  
an exclusive license from the government  of  the United States to 
publish and distribute the only official artwork to commemorate the  
Quincentennial (500th anniversary) of the discovery of America.  In 
December 1996  the  Company  and  the former  shareholder of 
International Art Group,  Inc.,  rescinded and  canceled the merger, 
and 486,754 shares of the  Company's Class H Preferred Stock issued 
to effect the merger were returned to  the  Company.  Revenues of 
$140,400 from sales of certain  of the artwork during 1996 remain 
with the Company.

      Old AME executed an Agreement and Plan of Reorganization on
March 1, 1996 with the International Jazz Hall of Fame Production 
Co Inc. ("Jazz").  The terms of the agreement provided for the Old  
AME to acquire all of the outstanding common shares of  Jazz in 
exchange for 44,666.68 common shares and 22,807 Class I Voting 
Convertible  Preferred  Shares of  the  Old  AME.   Jazz  is  not 
conducting operations and is the owner of lithographs of  certain
jazz  artists.   During 1996, the Company realized $184,748  from
sales of the jazz lithographs, and $29,247 from its production of
a  Jazz  Hall of Fame induction ceremony.  In January  1997,  the
Company and the Class I Convertible Preferred Shareholders agreed
to exchange such convertible preferred stock for 230,000 shares of 
the restricted common shares of the Company, which shares were
issued in October 1997 (See Note 13).

     On March 5, 1996 the Old AME signed an Agreement and Plan of
Reorganization with Marin Movies, Inc. ("Marin").  The provisions
of  the  agreement  provide for Old AME to  acquire  all  of  the


<PAGE>

outstanding common stock of Marin in exchange for 2,800 shares of
Class G Convertible Preferred Stock of the Old AME.  Marin is not
conducting  operations and is the owner of master videos  of  300
public domain movies.  In January 1997, the Company and the Class
G  Convertible  Preferred Shareholders agreed  to  exchange  such
convertible  preferred stock for 28,000 shares of the  restricted
common shares of the Company, which shares were issued in October
1997 (See Note 13).

     An Agreement and Plan of Reorganization with Classical Music
Collection, Inc., ("Classical") was executed by the  Old  AME  on
March  5,  1996.  Under the terms of the agreement  the  Old  AME
acquired  all  of  the outstanding common stock of  Classical  in
exchange for 11,333.34 of the Old AME's common shares and 1,760 of  
the  Old AME's Class F Voting Convertible Preferred   shares.
Classical is not conducting operations and is the owner of certain  
master music recordings.  In January 1997,  the  Company and  the  
Class F Convertible Preferred Shareholders agreed to exchange such 
convertible preferred stock for 7,967 shares of the restricted 
common shares of the Company, which shares were issued in October 
1997 (See Note 13).

       All of the outstanding common stock of Octopus Entertainment, Inc., 
("Octopus") was acquired by the Old  AME  onMarch  5,  1996 
under an Agreement and Plan of Reorganization  of same  date.  The 
outstanding common stock of Octopus was acquired for  1,000 Class E 
Voting Convertible Preferred Stock of the  Old AME.   Octopus is not 
conducting operations and its  sole  assets are the ownership of two 
trade names and certain "big-band" sheet music.   In January 1997, 
the Company and the Class E Convertible Preferred   Shareholders  
agreed  to  exchange  such  convertible preferred stock for 10,000 
shares of the restricted common shares of  the  Company, which shares 
were issued in October  1997  (See Note 13).

     Also on March 5, 1996, the Old AME executed an Agreement and
Plan   of  Reorganization  with  Spellbinder  Productions,   Inc.
("Spellbinder"),  under which the Old AME  acquired  all  of  the
outstanding common stock of Spellbinder in exchange for  9,533.34
common  shares  and 100,600 Class C Voting Convertible  Preferred
shares of the Old AME.  Spellbinder is not conducting operations,
and  its sole asset is the music and related hardware for a music
and  illusionary show copyrighted in 1990.  In January 1997,  the
Company and the Class C Convertible Preferred Shareholders agreed
to  exchange  such  preferred stock for  100,000  shares  of  the
restricted common shares of the Company, which shares were issued
in October 1997 (See Note 13).


NOTE 5.  DEFERRED EXPENSES:

      Deferred expenses consist of amounts paid for jazz artists and 
recordings of their performances which the Company expects to
convert to a saleable product(s).



<PAGE>

NOTE 6 - OTHER ASSETS:

     Other assets consist of the following:
          Pre-paid television time           $   4,584,850
          Jazz Artists Lithographs               2,178,272
          Sub-total                              6,763,122

          Public domain movies                      60,000
          Music recordings                         140,000
          Trade names & sheet music                 10,000
          Illusionary show                          78,000
          Sub-total                                288,000

                    Total                    $   7,051,122

      The  foregoing  items were acquired by the Company  by  the
issuance  of  various classes of preferred stock.   The  carrying
values assigned to each item represents an estimate by management,  
based upon a valuation by an industry  knowledgeable person, in 
certain instances, and sales for those items for which sales were 
experienced.  Although management believes that its estimate of the 
values assigned are reasonable,  the  estimates were  not  
independently nor adequately determined.  Accordingly, the  
$6,763,122 representing the value ascribed to  certain  jazz art and 
prepaid television network time  have been included as an deduction  
element of stockholders' equity in the  balance  sheet because  the  
Company has recognized revenues from sales  of  the items,  and thus  
there  are  some indications  of  value.   The$288,000  of  value 
ascribed by management to  other  assets,  as indicated above, have 
not been assigned a carrying value  in  the consolidated balance sheet.

      The prepaid television time was acquired by the issuance of
77,500  shares  of  the  Company's Class A Convertible  Preferred
Stock  which  carries a preference and stated value of  $100  per
share.   Management assigned an estimated value  to  the  prepaid
television time, which value was based upon a limited  number  of
sales of the television time and advertising spots as reported by
the  network.   Due  to  the absence of sufficient  data  and  an
independent analysis of the television time, the carrying  amount
ascribed  to the television time by management has been  deducted
from stockholder's equity for financial reporting purposes.   The
Company  expects  to use the television time to  market  its  own
products; however, it also expects to sell any spots which it may
not require.


NOTE 7 - NOTES PAYABLE:

     A founder and major shareholder of the Company has from time
to  time,  loaned  funds to the Company under a number  of  notes
payable  of varying amounts. As of quarter end, the notes totaled
$43,596,  including accrued interest. All of  the  notes  payable
bear  interest  at  the  rate of 10% per  annum  and  are  either
currently due or past due.



<PAGE>

NOTE 8 - COMMON AND PREFERRED STOCK:

      Common  Stock  - The Company has been authorized  to  issue
100,000,000 shares of common stock with a par value of $.001  per
share.  During  1993,  the  Company authorized  the  issuance  of
3,000,000  shares to two persons, who are the founders and  major
shareholders of the Company, for services rendered. Also,  during
1993,  a  total  of  165,000 shares issued  for  services  by  an
individual,  who  was formerly an officer,   were  canceled.  The
3,000,000 shares were issued by the transfer agent in July  1996.
The  165,000 shares were canceled by the Company and the transfer
agent, and the Company retains the responsibility for defense  of
the  canceled  common  shares. For financial statement  purposes,
these  issued and canceled shares have been reflected as  of  the
date of issuance and cancellation in 1993 in accordance with  the
respective actions of the Board of Directors.

       At   quarter  end,  there  were  4,397,767  common  shares
outstanding.  Common shares receive dividends when dividends  are
declared  by the Board of Directors of the Company.   Each  share
has one vote.

     Preferred Stock - The Articles of Incorporation, as amended,
of  the  Company   authorize the issuance  100,000,000  preferred
shares  with a par value of $.001 per share.  As of December  31,
1996 the following classes of preferred stock were designated and
outstanding.

               Class of
          Voting Convertible Preferred
                                        Preference
                                           Amount
                              Shares             $
               Class A         77,500   $  7,750,000
               Class B
               Class C        100,600     10,060,000
               Class D
               Class E          1,000        100,000
               Class F          1,760        176,000
               Class G          2,800        280,000
               Class I         22,807      2,280,700
                              206,467   $ 20,646,700
               Less amount to reduce to estimated
               asset values ascribed by
               management                 13,478,000
                                        $  7,168,700

     The unamortized amount of the ascribed value for the Class A
and Class I preferred stock shown above have been deducted as  an
element  of  stockholders'  equity in  the  consolidated  balance
sheet, while the above values indicated for the remaining classes
of  preferred stock have been assigned no carrying value  in  the
consolidated balance sheet.


<PAGE>


      Class  A  Voting Preferred Stock - The Board  of  Directors
voted  to  establish  the Class A series of preferred  stock  and
directed that such series have one vote per share, and which  may
be  redeemed annually by the Company to the extent of 3%  of  the
after  tax annual net earnings of the Company either in  cash  or
common  stock,  and  a preference and stated value  of  $100  per
share.   The redemption in the form of common stock shall  be  at
the  rate  of  70% of the average bid price for the last  fifteen
trading  days of the year.  In January, 1996, the Company  issued
77,500  shares of the Class A Preferred Stock to acquire  certain
television  time.  In January 1997, the Company and the  Class  A
convertible  preferred  shareholders  agreed  to  exchange   such
preferred  stock  for  380,000 shares of  the  restricted  common
shares of the Company, which shares were issued in October 1997.

      Class  C  Voting Preferred Stock - The Board  of  Directors
established  this series with 100,600 shares authorized,  with  a
stated  value  of $100 per share.  The Class C has one  vote  per
share;  is  equal  in liquidation with the other preferred  stock
classes; may be redeemed annually by the Company to the extent of
20%  of the annual net income of Spellbinder at the rate of  $100
per  share; or, the redemption maybe in common stock at the  rate
of  70%  of  market price.  The Company issued 100,600  of  these
shares to acquire Spellbinder.  In January 1997, the Company  and
the Class C convertible preferred shareholders agreed to exchange
the  convertible  preferred  stock  for  100,000  shares  of  the
restricted common shares of the Company, which shares were issued
in  October 1997.  In connection with the exchange of shares  the
Company  agreed to fund $1,800,000 within one year  from  January
1997,  and also agreed to pay annual royalties under a five  year
royalty  agreement  ranging from 5%  to  10%per  annum  of  gross
revenues  derived from the Spellbinder project, with the  maximum
of royalties to be paid capped at $8,000,000.

     Class E Voting Preferred Stock - This series was established
by  the  Board of Directors with 6,500 shares with a $100.00  per
share  value.  The Class E has the same rights and privileges  as
Class  C, except that the annual redemption amount is 20% of  the
annual net income of Octopus.  The Company issued 1,000 shares to
Octopus.   In  January, the Company and the Class  E  convertible
preferred   shareholders  agreed  to  exchange  the   convertible
preferred stock for 10,000 shares of the restricted common shares
of the Company, which shares were issued in October 1997.

     Class F Voting Preferred Stock - This series was established
by  the  Board of Directors with 1,760 shares with a $100.00  per
share value.  The Class F has the same rights and preferences  as
Class  C, except that the annual redemption amount is 20% of  the
net  annual  income  in  excess of $270,000  of  Classical.   The
Company  issued 1,760 shares to Classical.  In January 1997,  the
Company and the Class F convertible preferred shareholders agreed
to  exchange such convertible preferred stock for 7,967 shares of
the  restricted common shares of the Company, which  shares  were
issued in October 1997.


<PAGE>


      Class  G  Voting  Preferred Stock - This class of preferred
stock  was established to acquire Marin.  The class has the  same
rights  and  privileges  as  Class  C,  except  that  the  annual
redemption amount is 20% of the annual net income of Marin.   The
Company  designated and issued 2,800 shares to Marin,  with  such
shares having a stated value of $100 per share.  In January 1997,
the  Company  and the Class G convertible preferred  shareholders
agreed  to exchange such convertible preferred shares for  28,000
shares  of  the  restricted common shares of the  Company,  which
shares were issued in October 1997.

      Class  H  Voting  Preferred Stock - The Board of  Directors
established  this  class of preferred stock for  the  purpose  of
acquiring  Art  Group.   The Class H  has  the  same  rights  and
privileges  of Class C, except that the annual redemption  amount
is  20%  of  the  annual net income of Art  Group.   The  Company
designated and issued 486,754 shares to the Art Group, with  such
shares having a stated value of $100 per share.  On December  20,
1996,  the Company and the former shareholder of Art Group agreed
to  rescind and cancel the merger, and the aforementioned 486,754
shares  of  the  Class  H Preferred Stock were  returned  to  the
Company.

      Class I Voting Preferred Stock - This series was designated
by the Board of Directors for the purpose of acquiring Jazz.  The
Class  I  has the same rights and privileges of Class  C,  except
that the annual redemption amount is 20% of the annual net income
of  Jazz.   The  Company designated and issued 22,807  shares  to
Jazz,  with such shares having a stated value of $100 per  share.
In  January  1997,  the  Company  and  the  Class  I  convertible
preferred   shareholders  agreed  to  exchange  such  convertible
preferred  shares  for  230,000 shares of the  restricted  common
shares of the Company, which shares were issued in October 1997.

NOTE 9 - PUBLIC OFFERING:

      The Company  offered a maximum of 3,000 units to the public
at  a  proposed  offering price of $1,000 per  unit.   Each  unit
consisted of 166 shares of the Company's common stock, and a U.S.
Treasury-backed Zero Coupon obligation which will have a value of
$1,000  at  maturity.   Each  U.S.  Treasury-backed  Zero  Coupon
obligation  will be purchased from the offering  proceeds  at  an
estimated cost of $200 by the underwriter of the proposed  public
offering, in the name of the unit holder.

      Ninety-eight units of the offering were sold in 1992.   The
Company received net proceeds of  $67,770, from the sales of  the
units after deduction of brokers' commissions and the cost of the
Zero Coupon Obligation, as discussed above.

      The  agreement also allowed the Underwriter to  purchase  a
maximum  of  49,800 warrants for a total price of $498.00.  These
warrants were exercisable over a four year period commencing  one
year  from the effective date of the proposed public offering  at
an  exercise price of $7.20 per share.  Such warrants expired  in
1996.


<PAGE>


      The  purpose  of the offering was to provide funds  to  the
Company to enter the business of import/export management.  As of
December  31,  1995, the Company had not realized revenues  since
the date of organization.

NOTE 10 - WARRANTS:

       During   1989   the  Company  sold  "units"   to   certain
stockholders.  Such units consisted of one share of common  stock
and  three warrants for the purchase of one share of common stock
each at an exercise price of $6.50 each for a period of 18 months
from  the date of the prospectus.  As of December 31, 1991  there
were   warrants  outstanding  of  400,000.   Such  warrants  have
expired.

NOTE 11 - INCOME TAXES:

      The  provision (benefit) for income taxes differs from  the
amount of income tax determined by applying the applicable United
States statutory federal income tax rate to pre-tax income  as  a
result of the following differences at December 31, 1996.

          Income tax provision (benefit) - 34%         $(24,641)
          Increase (decrease) in rates resulting from
             State income taxes                          (2,631)
          Valuation allowance for recognized deferred
              tax assets                                 27,272
          Effective tax rates                     $        -0-
     On a consolidated basis, the Company has deferred tax assets
of  approximately $77,000.  The deferred tax assets maybe reduced
as a result of net operating loss carryforwards which will not be
available  due to changes in control caused by the  mergers,  and
the  issuance  of  substantial  additional  stock.   All  of  the
deferred  tax  assets result primarily from unused net  operating
losses.

      The  Company  will need to realize significant  profits  to
utilize  the losses, all of which may not be available  as  noted
previously,  and may be further limited due to the  organization,
capitalization, and acquisition costs incurred.  Because of these
uncertainties, a valuation allowance was established in the  same
amounts  as the deferred tax assets because the benefit  is  more
likely than not to be lost.

     Accumulated net operating losses aggregating $205,000 expire
in varying amounts through 2011 as shown below.

                    2005           $   3,000
                    2006               9,000
                    2007              54,000
                    2008              32,000
                    2009              16,000
                    2010              19,000
                    2011              72,000



<PAGE>


NOTE 12 - RELATED PARTIES:


      The  Company  has  utilized the office  space  and  related
facilities  of  one  of  its founders, and  has  reimbursed  such
founder  for certain expenses under an informal agreement.   Such
founder   is  also  a  major shareholder  of  the  Company.   The
incorporator  and former sole shareholder of Old AME  also  owned
50% of the outstanding common shares of Jazz and Marin; but, is a
diminimus shareholder of the Company.  Consulting and office  use
fees  of  approximately $116,000 were paid to the  latter  during
1996.

      As  of  December  31,  1996,  the  Company  established  an
allowance for doubtful receivables in the amount of $20,000  with
a  corresponding charge to operations, for an advance of  $20,000
made  to the former owner of a subsidiary, and the then owner  of
2,800  shares  of the Company's Class G Preferred Stock.   During
1996, payments totaling $6,900 were made to the former owners  of
certain  of  the subsidiary companies and owners  of  the  assets
acquired for management fees.

      The  Company  leases  space on  a  month  to  month  basis,
beginning  May  1, 1996, for its administrative offices  from  an
individual  with  whom  the Company has  a  financial  consulting
contract. The monthly rental amount is $461.97.

      The  financial consulting agreement provides  for  a  total
payment of $250,000 during the three year period ending July  13,
1998,  plus a maximum of $30,000 of expenses during such  period.
During  1996,  payments  were made under  the  agreement  and  to
related principals totaled approximately $129,000.

      In  the second quarter of 1996 the Company sold $52,000  of
its  prepaid  television  time to a  corporation,  one  of  whose
principals  is the trustee of the trust which sold the television
time  and certain other assets to the Company.  The entity  which
purchased  the television time was also paid $7,900  for  certain
computer services.

NOTE 13 - CANCELLATION OF PREFERRED STOCK:

      The  Company renegotiated in January 1997 with  the  former
owners  of the various assets acquired by the respective  classes
of  convertible preferred stock, culminating in October 1997 with
the  exchange of all of the classes of issued preferred stock for
restricted  common  shares of the Company.   The  number  of  the
restricted  common shares issued for the each class of  preferred
shares  is indicated in the respective section of Notes 4  and  8
herein.   In  addition,  the Company  agreed  with  the  Class  C
Convertible   Preferred  Shareholders   to   fund   the   project
represented  by such shares with $1,800,000, and also  agreed  to
pay annual royalties for five years ranging from 5% to 10% of the
gross  revenues  derived  from the project.   The  royalties  are
capped at a maximum of $8,000,000.


<PAGE>


ITEM  2.    MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED JUNE 30, 1997

The Company had revenue for the three month period of $66,150 for
1997 as compared to $389,597 in revenues in the 1996 period.  The
cost  of revenues for the period in 1997 was $22,565 and in  1996
cost was $15,150.  The 1996 period revenues were much higher  due
to  several  large sales of television time, and such sales  were
smaller in 1997 in the quarter.  The Company recorded a net  loss
of ($116,207) for the period in 1997 after $55,207 in general and
administrative  expenses and net income of $72,189  in  the  1996
period.   The Company losses may continue until consistent  sales
income  can  be  achieved.  While the Company is seeking  capital
sources  for  investment to build a sales  effort;  there  is  no
assurance that sources can be found.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $26,512 in cash capital at the end of the period,
which  is  insufficient  for  any  significant  operations.   The
Company   will  be  forced  to  either  borrow  or  make  private
placements of stock or sell assets or inventory in order to  fund
operations.   No  assurance exists as to the ability  to  achieve
sales or loans, or make private placements of stock.

RESULTS OF OPERATIONS FOR SIX MONTH PERIOD ENDED JUNE 30, 1997

The Company had revenues for the six month period of $146,150  in
1997  and $389,597 in 1996.  The cost of revenues for the  period
was $49,415 in 1997 compared to $15,150 in 1996.  The Company had
general  and administrative expenses in the six month  period  in
1996  of  $284,758 resulting in a net income of $72,189  for  the
period.   In the 1997 six month period, the Company had  $106,233
in  general  and  administrative  expenses  and  a  net  loss  of
($9,498).    Losses   can   be   expected   to   continue   until
capitalization of a significant sales effort is achieved.


                  PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

          None


<PAGE>


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

           None

ITEM 5.   OTHER INFORMATION

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

           No  reports on Form 8-K were made for the  period  for
which this report is filed.

       ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)


                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.



                                    ART,  MUSIC  & ENTERTAINMENT,
INC.



Date: December 24, 1997            /s/ Norman Brander
                                   Norman Brander, President