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
September 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 September 30, 1997


<PAGE>

       ART, MUSIC & ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
                   CONSOLIDATED BALANCE SHEET
                          (Unaudited)
                                       December    September 30,
                                       31, 1996             1997
Current Assets:                                                 

Cash and cash equivalents               $24,433          $40,413

Total current assets                    $24,433          $40,413
                                                                

Other Assets:                                                   

Other Assets and Deferred            $6,834,415        6,802,493
Expenses

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

Total Other Assets                       71,293           39,371

TOTAL ASSETS                            $95,726          $79,784

              LIABILITIES ANDSTOCKHOLDERS' EQUITY

Current liabilities:                                            

Accounts payable                        $91,635          $66,195

Total current liabilities                91,635           66,195
                                                                

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 common shares issued
and outstanding at December 31,
1996; 4,397,767 shares issued and
outstanding as of Sept. 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           13,589

TOTAL LIABILITIES & STOCKHOLDERS'       $95,726          $79,784
EQUITY
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 OPERATIONS
                          (Unaudited)

                       Three Months Ending     Nine Months Ending
                          September 30            September 30
                           1997       1996       1997       1996
<S>                   <C>       <C>         <C>        <C>          
Revenue & Interest      $69,000   $169,618   $215,150   $559,215

Total Revenue &          69,000   $169,618   $215,150   $559,215
Interest

Cost of Revenues         23,150                72,565     15,150

Expenses, General &      26,854     59,511    133,087    344,269
Administrative

Provision for                                             17,500
Income Tax

Net Income (loss)       $18,996   $110,107     $9,498   $182,296
for Period

Net Income (loss)         >$.01       $.03      >$.01       $.05
per share

Weighted average      4,397,767  3,641,801  4,346,152  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       Nine       Nine
                             Months     Months     Months     Months
                             Ending     Ending     Ending     Ending
                          September  September  September  September
                           30, 1997   30, 1996   30, 1997   30, 1996
<S>                        <C>       <C>         <C>       <C>
Cash flows from                                                     
operating activities:

Net income (loss)           $18,996   $110,107     $9,498   $182,296
                                                                    

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

Amortization                      -                     -           

Rent                              -                     -           

Changes in:                                                         

Accounts payable           (19,372)     36,976   (19,372)    319,811
                                                                    

Cash provided (used) by      33,272    107,311     41,419    496,909
operating activities
                                                                    

Cash at beginning of         26,512    331,956     18,365  (340,477)
Period
                                                                    

Contributed Capital        (18,996)  (110,107)    (9,498)  (182,296)

Cash at end of period       $40,412   $476,243    $40,412   $476,243
</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  on
March  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
$44,582,  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 SEPTEMBER  30,
1997

The Company had expenses and general and administrative costs for
the three month period of $26,854 for 1997 as compared to $59,511
in  such expenses in the 1996 period.  The were revenues for  the
period  of  $69,000  in 1997 and $169,618 in 1996.   The  Company
recorded  a  net income of $18,996 for the period in  1997  after
deduction of cost of sales of $23,150 and net income of  $110,107
in the 1996 period.  While the Company is seeking capital sources
for  investment  to fund consistent sales efforts;  there  is  no
assurance that sources can be found.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $40,413 in cash capital at the end of the period,
which is insufficient for any significant sales 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 NINE MONTH PERIOD ENDED SEPTEMBER  30,
1997

The  Company had revenues for the nine month period  in  1996  of
$559,215  with a cost of revenues of $15,150 and in 1997 $215,150
with a cost of revenues of $72,565.  The Company had general  and
administrative  expenses  for the  period  in  1996  of  $344,269
resulting in net income of $182,296 for the period.  In the  1997
nine  month  period  the  Company had  $133,087  in  general  and
administrative expenses resulting in net income of $9,498.

                  PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

          None

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

               None



<PAGE>

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