UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A

Amendment
No. 1



(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2004



o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT



For the transition period from ______________ to ______________



Commission file number 000-32231



MEDIA AND ENTERTAINMENT.COM, INC.

(Exact name of small business issuer as specified in its charter)



Nevada

52-2236253

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)



10120 S. Eastern Avenue, Suite 200, Las Vegas, NV 89052

(Address of principal executive offices)



(702) 492-1282

(Issuers telephone number)



As of May
21, 2004, the issuer had 33,784,622 shares of common stock, $.001 par value, outstanding.



Transitional Small Business Disclosure Format (Check one): Yes o No x















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Media and Entertainment.com, Inc.

Amendment
No. 1 to

Quarterly Report on Form 10-QSB

Quarter Ended
March 31, 2004



Table of Contents

|                                                                         |     
|------------------------------------------------------------------------ | ----
|                                                                         | Page
|                                                                         |     
|Independent Accountants Review Report                                   | v   
|                                                                         |     
|PART I  FINANCIAL INFORMATION                                           |     
|Item 1.  Financial Statements:                                           |     
|Balance Sheet as of March 31, 2004 (Unaudited) and
    December 31, 2003 | 1   
|Statement of Operations and Accumulated Deficit (Unaudited)              |     
|for the Three Months Ended March 31, 2004 and 2003                       |     
|and from inception to March 31, 2004                                     | 2   
|Statements of Cash Flows (Unaudited) for the Three Months                |     
|Ended  March 31, 2004 and 2003                                           |     
|and from inception to March 31, 2004                                     | 3   
|Notes to Financial Statements                                            | 4   
|Item 2.  Managements Discussion and Analysis or Plan of Operation       | 7   
|Item 3.  Controls and Procedures                                         | 9   
|                                                                         |     
|PART II  OTHER INFORMATION                                              |     
|Item 6.  Exhibits and Reports on Form 8-K                                | 10  
|                                                                         |     
|SIGNATURES                                                               | 11  
|                                                                         |     
|EXHIBIT INDEX                                                            | 12  
|                                                                         |     







-ii-



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PART I  FINANCIAL INFORMATION





























MEDIA AND ENTERTAINMENT.COM, INC.



(A DEVELOPMENT STAGE COMPANY)



REVIEWED FINANCIAL STATEMENTS



AS OF MARCH 31, 2004 AND 2003,



AND FROM INCEPTION TO MARCH 31, 2004



(UNAUDITED)













-iii-





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CONTENTS





|INDEPENDENT ACCOUNTANTS' REVIEW REPORT |                                                 
|-------------------------------------- | ------------------------------------------------
|                                       |                                                 
|                                       |                                                 
|FINANCIAL STATEMENTS:                  |                                                 
|                                       |                                                 
|                                       | Balance Sheets                                  
|                                       |                                                 
|                                       | Statements of Operations and Accumulated Deficit
|                                       |                                                 
|                                       | Statements of Cash Flows                        
|                                       |                                                 
|                                       |                                                 
|NOTES TO FINANCIAL STATEMENTS          | 4-6                                             

















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INDEPENDENT ACCOUNTANTS' REVIEW REPORT





To the Board of Directors

Media And Entertainment.com, Inc.:



We have reviewed the accompanying balance sheets of Media and Entertainment.com, Inc. (a Nevada corporation) (a development stage company) as of March 31, 2004 and the related statements of operations and accumulated deficit for the three months ended March 31, 2004 and 2003 and from April 27, 2000 (date of inception) to March 31, 2004, and the statements of cash flows for the three months ended March 31, 2004 and 2003 and from April 27, 2000 (date of inception) to March 31, 2004, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.  All information included in these financial statements is the representation of the management of Media and Entertainment.com, Inc.



A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data.  It is substantially less in scope than an audit in accordance with generally accepted auditing standards in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles in the United States of America.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As disclosed in Note 3 to these financial statements, the Company has had limited operations and has not established a long-term source of revenue.  This raises substantial doubt about its ability to continue as a going concern.  Managements plan in regards to this issue is also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







Chavez & Koch, CPAs



May 19, 2004

Henderson, Nevada





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MEDIA
AND ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

BALANCE
SHEETS

AS
OF MARCH 31, 2004 (UNAUDITED) & DECEMBER 31, 2003 (AUDITED)





|                                                 |                                                                |                                                      |                                                               |            
|------------------------------------------------ | -------------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------- | -----------
|                                                 |                                                                |                                                      |                                                               | 3/31/2004  
|ASSETS                                          
|                                                 |                                                                |                                                      |                                                               |            
|ASSETS:                                          |                                                                |                                                      |                                                              
|                                                 |                                                                |                                                      |                                                               |            
|                                                 | Current
      assets:                                          |                                                      |                                                               |            
|                                                 |                                                                | Cash                                                 | $
             65,274                                         |            
|                                                 |                                                                | Accounts
      receivable                            | -                                                             |            
|                                                 |                                                                |                                                      | Total
      current assets                                    | 65,274     
|                                                 |                                                                |                                                      |                                                               |            
|                                                 | Fixed
      assets:                                            |                                                      |                                                               |            
|                                                 |                                                                | Computer
      Equipment                             | 97,926                                                        |            
|                                                 |                                                                | Software                                             | 1,388                                                         |            
|                                                 |                                                                | Less:
      accumulated depreciation                 | (39,035)                                                      |            
|                                                 |                                                                |                                                      | Total
      fixed assets                                      | 60,279     
|                                                 |                                                                |                                                      |                                                               |            
|                                                 |                                                                |                                                      |                                                               |            
|TOTAL
      ASSETS                               | $
           125,553                                           |                                                      | $
             65,215                                        
|                                                 |                                                                |                                                      |                                                               |            
|LIABILITIES
      AND STOCKHOLDERS' EQUITY      
|                                                 |                                                                |                                                      |                                                               |            
|LIABILITIES:                                     |                                                                |                                                      |                                                              
|                                                 |                                                                |                                                      |                                                               |            
|                                                 | Current
      liabilities:                                     |                                                      |                                                               |            
|                                                 |                                                                | Accounts
      payable                               | $
           138,419                                          |            
|                                                 |                                                                | Accrued
      expenses                               | 30,344                                                        |            
|                                                 |                                                                | Payroll
      tax liabilities                        | 18,663                                                        |            
|                                                 |                                                                | Loan
      payable - officer, director & shareholder | 36,419                                                        |            
|                                                 |                                                                |                                                      | Total
      current liabilities                               | 223,845    
|                                                 |                                                                |                                                      |                                                               |            
|TOTAL
      LIABILITIES                          | 223,845                                                        |                                                      | 400,083                                                      
|                                                 |                                                                |                                                      |                                                               |            
|Stockholders'
      equity:                      |                                                                |                                                      |                                                              
|                                                 | Convertible
      preferred stock, $0.001 par value 5,000,000  |                                                      |                                                               |            
|                                                 |                                                                |                                                      | shares
      authorized, 1550 shares issued and               |            
|                                                 |                                                                |                                                      | outstanding
      at 03/31/2004 and 12/31/03                  | 2          
|                                                 | Additional
      paid-in capital - convertible preferred stock | 132,848                                              |                                                               | 132,848    
|                                                 | Paid-in
      capital - stock warrants                         | 22,150                                               |                                                               | 22,150     
|                                                 | Common
      stock, $0.001 par value, 50,000,000 shares        |                                                      |                                                               |            
|                                                 |                                                                |                                                      | authorized,
      33,784,622 and 31,225,635 shares issued and |            
|                                                 |                                                                |                                                      | outstanding
       at 03/31/04 and 12/31/03, respectively     | 33,784     
|                                                 | Additional
      paid-in capital - common stock                | 14,115,429                                           |                                                               | 11,761,699 
|                                                 | Deferred
      compensation - stock subscriptions              | (6,000,000)                                          |                                                               | (6,000,000)
|                                                 | Accumulated
      deficit during development stage             | (8,402,505)                                          |                                                               | (6,282,792)
|                                                 |                                                                |                                                      | Total
      stockholders' equity                              | (98,292)   
|                                                 |                                                                |                                                      |                                                               |            
|TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY | $
           125,553                                           |                                                      | $
             65,215                                        





The
accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with these Balance Sheets





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MEDIA
AND ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

STATEMENT
OF OPERATIONS AND ACCUMULATED DEFICIT

FOR
THE THREE MONTHS ENDED MARCH 31, 2004 & 2003

AND
FROM INCEPTION TO MARCH 31, 2004





|                                                  |                                                          |                                     |            | UNAUDITED                 
|------------------------------------------------- | -------------------------------------------------------- | ----------------------------------- | ---------- | --------------------------
|                                                  |                                                          |                                     |            |                           
|                                                  |                                                          |                                     |            |                           
|                                                  |                                                          |                                     |            |                           
|REVENUE                                           |                                                          | $
                       -          |            | $
                       -
|                                                  |                                                          |                                     |            |                           
|COST
      OF GOODS SOLD                          |                                                          | -                                   |            | -                         
|                                                  |                                                          |                                     |            |                           
|GROSS
      PROFIT                                |                                                          | -                                   |            | -                         
|                                                  |                                                          |                                     |            |                           
|EXPENSES:                                         |                                                          |                                     |            |                           
|                                                  | Selling,
      general and administrative                |                                     | 379,859    |                           
|                                                  | Selling,
      general and administrative, related party |                                     | 1,729,357  |                           
|                                                  | Depreciation
      expense                               |                                     | 4,860      |                           
|                                                  |                                                          | Total
      expenses                |            | 2,114,076                 
|                                                  |                                                          |                                     |            |                           
|OPERATING
      INCOME (LOSS)                     |                                                          | (2,114,076)                         |            | (21,522)                  
|                                                  |                                                          |                                     |            |                           
|OTHER
      INCOME/(EXPENSES):                    |                                                          |                                     |            |                           
|                                                  | Research
      and development expense                   |                                     | -          |                           
|                                                  | Interest
      expense                                   |                                     | (637)      |                           
|                                                  | Interest
      income                                    |                                     | -          |                           
|                                                  | Other
      income                                       |                                     | -          |                           
|                                                  |                                                          | Total
      other income/(expenses) |            | (637)                     
|                                                  |                                                          |                                     |            |                           
|NET
      ORDINARY INCOME (LOSS)                  |                                                          | (2,114,713)                         |            | (39,234)                  
|                                                  |                                                          |                                     |            |                           
|Accumulated
      Deficit, as previously reported |                                                          | (6,282,792)                         |            | (1,992,069)               
|                                                  |                                                          |                                     |            |                           
|Prior
      period adjustment                     |                                                          | (5,000)                             |            | -                         
|                                                  |                                                          |                                     |            |                           
|Accumulated
      Deficit, end of period          |                                                          | $
         (8,402,505)              |            | $
         (2,031,303)    
|                                                  |                                                          |                                     |            |                           
|Basic
      weighted average number of            |                                                          |                                     |            |                           
|                                                  | common
      shares outstanding                          |                                     | 31,564,831 |                           
|                                                  |                                                          |                                     |            |                           
|Net
      loss per basic share                    |                                                          | $
                  (0.07)          |            | $
                    0.00
|                                                  |                                                          |                                     |            |                           
|Net
      loss per diluted share                  |                                                          | $
                  (0.07)          |            | $
                    0.00
|                                                  |                                                          |                                     |            |                           







The
accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with these Statements of Operations and
Accumulated Deficit.





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MEDIA
AND ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

STATEMENTS
OF CASH FLOWS

FOR
THE THREE MONTHS ENDED MARCH 31, 2004 & 2003

AND
FROM INCEPTION TO MARCH 31, 2004





|                                                |                                                 |                                   |                               | UNAUDITED                   
|----------------------------------------------- | ----------------------------------------------- | --------------------------------- | ----------------------------- | ----------------------------
|                                                |                                                 |                                   |                               | Three
      months ended    
|                                                |                                                 |                                   |                               | 3/31/2004                   
|CASH
      FLOWS FROM OPERATING ACTIVITIES:     |                                                 |                                   |                               |                             
|                                                | Net
      (loss)                                |                                   | $
            (2,114,713)     |                             
|Adjustments
      to reconcile net loss         |                                                 |                                   |                               |                             
|to
      net cash used by operations:           |                                                 |                                   |                               |                             
|                                                | Stock
      based services                      |                                   | 2,068,276                     |                             
|                                                | Nexcode
      acquisition                       |                                   | -                             |                             
|                                                | Depreciation                                    |                                   | 4,860                         |                             
|                                                | (Increase)
      / Decrease in:                 |                                   |                               |                             
|                                                |                                                 | Accounts
      receivable         |                               | -                           
|                                                |                                                 | Deposits                          |                               | -                           
|                                                | Increase
      / (Decrease) in:                 |                                   |                               |                             
|                                                |                                                 | Accounts
      payable            |                               | 7,837                       
|                                                |                                                 | Accrued
      expenses            |                               | 638                         
|                                                |                                                 | Accrued
      payroll tax expense |                               | -                           
|Net
      cash used in operating activities     |                                                 | (33,102)                          |                               | (26,739)                    
|                                                |                                                 |                                   |                               |                             
|CASH
      FLOWS FROM INVESTING ACTIVITIES:     |                                                 |                                   |                               |                             
|                                                | Purchase
      of fixed assets                  |                                   | -                             |                             
|                                                | Loan
      from officer, director & shareholder |                                   | -                             |                             
|Net
      cash used in investing activities     |                                                 | -                                 |                               | (1,614)                     
|                                                |                                                 |                                   |                               |                             
|CASH
      FLOWS FROM FINANCING ACTIVITIES:     |                                                 |                                   |                               |                             
|                                                | Issuance
      of common stock                  |                                   | 200                           |                             
|                                                | Increase
      in additional paid-in capital    |                                   | 69,800                        |                             
|                                                | Loans
      from shareholders                   |                                   | 28,300                        |                             
|Net
      cash provided by financing activities |                                                 | 98,300                            |                               | 24,003                      
|                                                |                                                 |                                   |                               |                             
|NET
      INCREASE (DECREASE) IN CASH           |                                                 | 65,198                            |                               | (4,350)                     
|                                                |                                                 |                                   |                               |                             
|CASH,
      BEGINNING OF PERIOD                 |                                                 | 76                                |                               | 4,543                       
|                                                |                                                 |                                   |                               |                             
|CASH,
      END OF PERIOD                       |                                                 | $
                  65,274        |                               | $
                       193
|                                                |                                                 |                                   |                               |                             
|SUPPLEMENTARY
      INFORMATION:                |                                                 |                                   |                               |                             
|                                                | Interest
      paid                             |                                   | $
                          - |                             
|                                                | Income
      taxes paid                         |                                   | $
                          - |                             
|                                                |                                                 |                                   |                               |                             





The
accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with these Statements of Cash Flows









-3-



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MEDIA & ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

AS OF MARCH 31, 2004





NOTE 1 - BASIS OF PRESENTATION



The unaudited financial statements as of March 31, 2004 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the December 31, 2003 audited financial statements and notes thereto.





NOTE 2  RELATED PARTY TRANSACTIONS



The Company has a loan of $36,419 from a shareholder, bearing interest annually at 7%, in accordance with a loan agreement that the Company had executed with the lender.  For the three months ended March 31, 2004, interest expense of $637 was accrued related to this loan.  Shares of common stock were issued on March 18, 2004 as compensation for services rendered by related parties.  These services were valued at $992,393 based on the fair market value of the stock on the date of issuance.





NOTE 3  GOING CONCERN



These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  As of March 31, 2004, the Company had recognized $25,615 of revenues to date and had accumulated losses of approximately $8,402,505 since inception.  The Companys ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.  Management plans to raise equity capital to finance the operating and capital requirements of the Company.  Amounts raised will be used for further development of the Companys products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.  While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.





NOTE 4  STOCK PURCHASE AGREEMENT

On July 18, 2003, Media and Entertainment.com Inc. executed a Stock Purchase Agreement (the SPA) and a Services Agreement with Winsonic Holdings, Ltd. (Winsonics).  Winsonics is a privately held California corporation whose predecessor was founded in 1996





-4-



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MEDIA & ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

AS OF MARCH 31, 2004



NOTE 4  STOCK PURCHASE AGREEMENT (CONTINUED)

to create a new global communications infrastructure for the delivery of converged communications services, e.g., voice, data, video, audio, streaming media and broadcast content over protocol independent multi-layered communications systems, known as Winsonic Digital Cable Systems Network.  As a carriers communications solutions provider, Winsonics offers facilities based products and services to communications companies such as Verizon, SBC, Time Warner, MCI, Level 3, AOL, MSN and Sony.



On December 11, 2003, the parties executed an Addendum to the SPA, under which we agreed to acquire 51% of the equity of Winsonic in exchange for the number of shares of our common stock yielded by dividing the audited valuation of the 51% interest in Winsonic by $.60 (the Winsonic Acquisition). We also agreed to deliver to Winsonic an undetermined number of additional shares of common stock as consideration for Winsonics Verizon and Level-3 Communications relationships and contractual agreements for a nationwide network. Under the Addendum, Winsonic returned to the Companys treasury 28 million of the 30 million shares previously issued under the SPA. We delivered 10 million new shares of common stock currently held in escrow for the benefit of Winsonic pending the closing of our acquisition of 51% of the equity of Winsonic. The closing of the transaction is dependent upon the completion by June 14, 2004,
unless further extended, of a satisfactory due diligence review of Winsonic, an audit of Winsonics financial statements, and other customary closing conditions.



Under the SPA, Winston Johnson, founder and sole shareholder of Winsonics, was elected Chairman and CEO of Media and Entertainment.com, Inc.  In addition, under the five year Services Agreement, Winston Johnson is providing services to the Company in exchange for 2 million shares of our common stock.  Under the Services Agreement, Mr. Johnson is providing non-exclusive electronic access from Winsonics pressed digital audio, video, data transmission and storage systems to the Winsonic Digital Cable Systems Network (WDSCSN) nationwide networks via optical circuits having bandwidth of at least OC-12 or greater.





NOTE 5  STOCKHOLDERS EQUITY



On March 18, 2004, the Company issued 2,358,987 shares of common stock as follows:



The Company issued 1,372,487 shares to individuals in exchange for services valued at $1,331,312.  The value of the services is based on the fair market value of the Companys stock on the date of issuance.



The Company issued 979,357 shares for a payment of loan from a shareholder.  The loan balance on the date of issuance was $213,013.



The Company issued 7,143 shares for a payment of a loan from an individual.  The loan balance on the date of issuance was $5,000 (see NOTE 6).





-5-



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MEDIA & ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

AS OF MARCH 31, 2004





NOTE 5  STOCKHOLDERS EQUITY (CONTINUED)



On March 30, 2004, the Company received $70,000 from the issuance of 200,000 shares of common stock.





NOTE 6 -  PRIOR PERIOD ADJUSTMENT



A prior period adjustment has been made for funds received in exchange for future issuance of common stock.  The receipt of these funds was not properly reported by the Company  in 2002.



These financial statements are reflective of the effects of this prior period adjustment.    The net effect to the December 31, 2003 balance sheet is an increase to current liabilities and a decrease to retained earnings for $5,000.  There is no effect to net income for the periods covered by these financial statements.

























-6-



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Item
2  Managements Plan of Operation.



Forward-Looking Statements



This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect managements assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our managements assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this quarterly report, words such as, believes, expects, intends, plans, anticipates, estimates and similar expressions are intended to identify forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, although there may be certain forward-looking statements not accompanied by such expressions.



General



Media and Entertainment.com, Inc. is an Internet solutions company. We believe that our software establishes a new standard for the streaming of digital information via the Internet. It enables Internet users to view all types of online video in full screen format, at high speed, high quality, and greatly reduced cost, reducing the need for expensive high-speed connections. The technology can make it possible to produce streaming of scheduled and live video over the Internet.



Media and Entertainment.com is pursuing the commercialization of its software, which we believe establishes a new standard for the streaming of digital information via the Internet.



We believe our software offers a technological advantage that gives us the opportunity to either launch our own stand-alone streaming media system or join forces with the existing media companies by allowing them to incorporate our software into their current delivery systems and share in the projected revenue streams.



Utilizing the latest in digital and streaming technology, our services should lead to more efficient and effective dissemination of traditional cinema advertising materials.



On July 18, 2003, Media and Entertainment.com Inc. executed a Stock Purchase Agreement (the SPA) and a Services Agreement with Winsonic Holdings, Ltd. (Winsonics) for Winsonics to acquire 60% of the Companys Common Stock on a fully diluted basis.  Winsonics is a privately held California corporation whose predecessor was founded in 1996 to create a new global communications infrastructure for the delivery of converged communications services, e.g., voice, data, video, audio, streaming media and broadcast content over protocol independent multi-layered communications systems, known as Winsonic Digital Cable Systems Network.  As a carriers communications solutions provider, Winsonics offers facilities based products and services to communications companies such as Verizon, SBC, Time Warner, MCI, Level 3, AOL, MSN and Sony.



On December 11, 2003, the parties executed an Addendum to the SPA, under which we agreed to acquire 51% of the equity of Winsonic in exchange for the number of shares of our common stock yielded by dividing the audited valuation of the 51% interest in Winsonic by $.60 (the Winsonic Acquisition). We also agreed to deliver to Winsonic an undetermined number of additional shares of common stock as consideration for Winsonics Verizon and Level-3 Communications relationships and contractual agreements for a nationwide network. Under the Addendum, Winsonic returned to the Companys treasury 28 million of the 30 million shares previously issued under the SPA. We delivered 10 million new shares of common stock currently held in escrow for the benefit of Winsonic pending the closing of our acquisition of 51% of the equity of Winsonic. The closing of the transaction is dependent upon the completion by June 14, 2004,
unless further extended, of a satisfactory due diligence review of Winsonic, an audit of Winsonics financial statements, and other customary closing conditions.



-7-



---



Under the SPA, Winston Johnson, founder and sole shareholder of Winsonics, was elected Chairman and CEO of Media and Entertainment.com, Inc.  In addition, under a five year Services Agreement, Winston Johnson is providing services to the Company in exchange for 2 million shares of our common stock.  Under the Services Agreement, Mr. Johnson is providing non-exclusive electronic access from Winsonics pressed digital audio, video, data transmission and storage systems to the Winsonic Digital Cable Systems Network (WDSCSN) nationwide networks via optical circuits having bandwidth of at least OC-12 or greater.



Material Changes in Results of Operations



For the three months ended March 31, 2004, we incurred a net loss of $2,114,713 on revenues of $0. Total expenses for the three-month period, primarily representing
selling, general and administrative expenses of $2,109,216, were $2,114,076, compared to
$21,522 for the comparable period last year. This resulted primarily from the Company issuing
2,132,244 shares of Common Stock to individuals in exchange for services valued at
$2,068,276. We have scaled back our operations since we did not receive revenues from contracts we entered into previously. Until such time as we are able to obtain additional financing, we have taken appropriate measures to reduce our overhead.



Material Changes in Financial Condition



As of March 31, 2004, we had a working capital deficit of $158,571, compared to a deficit of $400,007 at December 31, 2003.



For the three months ended March 31, 2004, we experienced a net increase in cash of
$65,198. This resulted primarily from a sale of common stock to and a loan from a director,
officer, and shareholder. We have cut back our operations to match our projected available cash. Our ability to implement our growth strategy is dependent upon expanding current revenues from sales of our products and services and obtaining additional financing.



If we are unable to generate sufficient sustainable revenues or obtain additional financing to meet our financial obligations, we will have to further reduce our operations, and we will not be able to continue as a going concern. Our independent accountants have indicated in their review report, dated May 19, 2004, that there is substantial doubt about our ability to continue as a going concern without increased revenues and additional financing.



For the three months ended March 31, 2004, we used $33,102 in operating activities, compared to
$26,739 used in the comparable period last year, as a result of our net loss
primarily offset by the issuance of shares in exchange for services.



For the three months ended March 31, 2004, we used $0 in investing activities,
compared to $1,614 used in the comparable period last year.



For the three months ended March 31, 2004, we had net cash provided by financing activities of $98,300, in the form of
a sale of common stock to a director, officer and shareholder in the amount of
$70, 000 and a loan from the same individual in the amount of $28,300.



Continuing Operations



Our priorities for the next twelve months of operations are to continue to develop and subsequently market our products and services to establish our business in the compression technology software industry. We are focused on our organizational activities, raising capital and establishing a business presence with vendors, business owners and referral sources. As we generate revenue from our activities, we may elect to hire salaried or hourly employees to operate certain aspects of our business.





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We may be unable to compete successfully, and the competitive pressures we may face may have an adverse effect on our business, results of operations and financial condition. Additionally, intensified competition could force us out of business. We require additional capital, which we intend to raise through one or more public or private offerings of equity and/or debt. There are no preliminary loan agreements or understandings between us, our officers, directors or affiliates or lending institutions. We have no arrangements or commitments for accounts and accounts receivable financing. We cannot guarantee you that any such financing can be obtained or, if obtained, that it will be on reasonable terms.



Item
3  Controls and Procedures.



As of March 31, 2004, management, including our Chief Executive and Financial Officer, evaluated the effectiveness of the design of our disclosure controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934. Based on that evaluation, our  Chief Executive and Financial Officer concluded that our disclosure controls and procedures are effective.



There have been no significant changes (including any corrective actions with regard to significant deficiencies and material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of managements evaluation.















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PART II  OTHER INFORMATION



Item
6    Exhibits and Reports on Form 8-K.



(a)

Exhibits.



31.1

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.



(b)

Reports on Form 8-K.



None.



























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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: May
28, 2004



MEDIA AND
ENTERTAINMENT.COM, INC.





By:   /s/ Winston
Johnson

Chairman, Chief Executive Officer, and Chief Financial

Officer Committee Chairman

(Principal Executive Officer and Principal Financial

Officer)



























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Media and Entertainment.com, Inc.

Amendment
No. 1 to

Quarterly Report on Form 10-QSB/A

Quarter Ended March 31, 2004



Exhibit Index



Exhibit No.

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.



































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