UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)

[X]

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



For the quarterly period ended September 30, 2004



[  ]

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 of incorporation or organization) | (I.R.S. Employer 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
November 12, 2004, the issuer had 33,879,944 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.

Quarterly Report on Form 10-QSB

Quarter Ended September 30, 2004



Table of Contents

|                                                                         |     
|------------------------------------------------------------------------ | ----
|                                                                         | Page
|                                                                         |     
|Report of Independent Registered Public Accounting Firm                  | iii 
|                                                                         |     
|PART I
    - FINANCIAL INFORMATION                                       |     
|Item 1.  Financial Statements:                                           |     
|Balance Sheet as of September 30, 2004 (Unaudited) and December 31, 2003 | 1   
|Statement of Operations and Accumulated Deficit (Unaudited)              |     
|for the Three and Six Months Ended September 30, 2004 and 2003           |     
|and from inception to September 30, 2004                                 | 2   
|Statements of Cash Flows (Unaudited) for the
    Three and Nine Months   |     
|Ended  September 30, 2004 and 2003                                       |     
|and from inception to September 30, 2004                                 | 3   
|Notes to Financial Statements                                            | 4   
|Item 2.  Management's Discussion and Analysis or Plan of Operation       | 8   
|Item 3.  Controls and Procedures                                         | 9   
|                                                                         |     
|PART II
    - OTHER INFORMATION                                          |     
|Item 6.  Exhibits and Reports on Form 8-K                                | 12  
|                                                                         |     
|SIGNATURES                                                               | 13  
|                                                                         |     
|EXHIBIT INDEX                                                            | 14  
|                                                                         |     









-ii-







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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have reviewed the accompanying balance sheet of Media and Entertainment.com, Inc. (a Nevada corporation) (a development stage company) as of September 30, 2004 and the related statements of operations and accumulated deficit for the three and nine months ended September 30, 2004 and 2003 and from April 27, 2000 (date of inception) to September 30, 2004, and the statements of cash flows for the three and nine months ended September 30, 2004 and 2003 and from April 27, 2000 (date of inception) to September 30, 2004.  These interim financial statements are the responsibility of the Company's management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, 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 interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As disclosed in Note 5 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 5.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









Chavez & Koch, CPA's



November 9, 2004

Henderson, Nevada



-iii-







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PART I  - FINANCIAL INFORMATION





MEDIA AND ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2004 (UNAUDITED) & DECEMBER 31, 2003 (AUDITED)





|                                           |                                                         |                                                |                                                         |                 | 9/30/2004   |                    | 12/31/2003
|------------------------------------------ | ------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------- | --------------- | ----------- | ------------------ | ----------
|ASSETS                                    
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|ASSETS:                                    |                                                         |                                                |                                                         |                
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|                                           | Current assets:                                         |                                                |                                                         |                 |            
|                                           |                                                         | Cash                                           |                                                         | $        28,168 |             | $               76
|                                           |                                                         | Loan Receivable - related party                |                                                         | 43,600          |             | -                 
|                                           |                                                         | Accounts receivable                            |                                                         | -               |             | -                 
|                                           |                                                         |                                                | Total current assets                                    |                 | 71,768      |                    | 76        
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|                                           | Fixed assets:                                           |                                                |                                                         |                 |            
|                                           |                                                         | Computer Equipment                             |                                                         | 97,926          |             | 97,926            
|                                           |                                                         | Software                                       |                                                         | 1,388           |             | 1,388             
|                                           |                                                         | Less: accumulated depreciation                 |                                                         | (48,810)        |             | (34,175)          
|                                           |                                                         |                                                | Total fixed assets                                      |                 | 50,504      |                    | 65,139    
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|TOTAL ASSETS                               |                                                         | $      122,272                                 |                                                         | $        65,215
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|LIABILITIES AND STOCKHOLDERS' EQUITY      
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|LIABILITIES:                               |                                                         |                                                |                                                         |                
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|                                           | Current liabilities:                                    |                                                |                                                         |                 |            
|                                           |                                                         | Accounts payable                               |                                                         | $      135,102  |             | $      130,582    
|                                           |                                                         | Accrued expenses                               |                                                         | 31,619          |             | 29,706            
|                                           |                                                         | Payroll tax liabilities                        |                                                         | 18,663          |             | 18,663            
|                                           |                                                         | Loan payable - officer, director & shareholder |                                                         | 36,419          |             | 221,132           
|                                           |                                                         |                                                | Total current liabilities                               |                 | 221,803     |                    | 400,083   
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|TOTAL LIABILITIES                          |                                                         | 221,803                                        |                                                         | 400,083        
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|Stockholders' equity:                      |                                                         |                                                |                                                         |                
|                                           | Convertible preferred stock, $0.001 par value 5,000,000 |                                                |                                                         |                 |            
|                                           |                                                         |                                                | shares authorized, 0 shares issued and                  |                 |             |                    |           
|                                           |                                                         |                                                | outstanding at 09/30/2004 and 12/31/03                  |                 | -           |                    | -         
|                                           | Common stock, $0.001 par value, 50,000,000 shares       |                                                |                                                         |                 |            
|                                           |                                                         |                                                | authorized, 33,879,944 and 31,225,635 shares issued and |                 |             |                    |           
|                                           |                                                         |                                                | outstanding  at 09/30/04 and 12/31/03, respectively     |                 | 33,879      |                    | 31,225    
|                                           | Additional paid-in capital - common stock               |                                                | 14,199,434                                              |                 | 11,761,699 
|                                           | Deferred compensation - stock subscriptions             |                                                | (6,000,000)                                             |                 | (6,000,000)
|                                           | Accumulated deficit during development stage            |                                                | (8,332,844)                                             |                 | (6,127,792)
|                                           |                                                         |                                                | Total stockholders' equity                              |                 | (99,531)    |                    | (334,868) 
|                                           |                                                         |                                                |                                                         |                 |             |                    |           
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                         | $      122,272                                 |                                                         | $        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 AND NINE MONTHS ENDED SEPT. 30, 2004 & 2003

AND FROM INCEPT. TO SEPT. 30, 2004



|                                            |                                                    |                               |            |                      | UNAUDITED         
|------------------------------------------- | -------------------------------------------------- | ----------------------------- | ---------- | -------------------- | ------------------
|                                            |                                                    |                               |            |                      | Three months ended
|                                            |                                                    |                               |            |                      | 9/30/2004         
|                                            |                                                    |                               |            |                      |                   
|REVENUE                                     |                                                    | $                  -          |            | $                  - |                   
|                                            |                                                    |                               |            |                      |                   
|COST OF GOODS SOLD                          |                                                    | -                             |            | -                    |                   
|                                            |                                                    |                               |            |                      |                   
|GROSS PROFIT                                |                                                    | -                             |            | -                    |                   
|                                            |                                                    |                               |            |                      |                   
|EXPENSES:                                   |                                                    |                               |            |                      |                   
|                                            | Selling, general and administrative                |                               | 53,498     |                      | 14,760            
|                                            | Selling, general and administrative, related party |                               | -          |                      | -                 
|                                            | Depreciation expense                               |                               | 4,914      |                      | 5,323             
|                                            |                                                    | Total expenses                |            | 58,412               |                   
|                                            |                                                    |                               |            |                      |                   
|OPERATING INCOME (LOSS)                     |                                                    | (58,412)                      |            | (20,083)             |                   
|                                            |                                                    |                               |            |                      |                   
|OTHER INCOME/(EXPENSES):                    |                                                    |                               |            |                      |                   
|                                            | Research and development expense                   |                               | -          |                      | -                 
|                                            | Interest expense                                   |                               | (637)      |                      | (3,135)           
|                                            | Interest income                                    |                               | -          |                      | -                 
|                                            | Other income                                       |                               | -          |                      | -                 
|                                            |                                                    | Total other income/(expenses) |            | (637)                |                   
|                                            |                                                    |                               |            |                      |                   
|NET ORDINARY INCOME (LOSS)                  |                                                    | (59,049)                      |            | (23,218)             |                   
|                                            |                                                    |                               |            |                      |                   
|Accumulated Deficit, as previously reported |                                                    | (8,428,795)                   |            | (2,041,401)          |                   
|                                            |                                                    |                               |            |                      |                   
|Prior period adjustment                     |                                                    | 155,000                       |            | -                    |                   
|                                            |                                                    |                               |            |                      |                   
|Accumulated Deficit, end of period          |                                                    | $    (8,332,844)              |            | $    (2,064,619)     |                   
|                                            |                                                    |                               |            |                      |                   
|Basic weighted average number of            |                                                    |                               |            |                      |                   
|                                            | common shares outstanding                          |                               | 33,827,459 |                      | 17,109,331        
|                                            |                                                    |                               |            |                      |                   
|Net loss per basic share                    |                                                    | $             (0.00)          |            | $             (0.00) |                   
|                                            |                                                    |                               |            |                      |                   
|Net loss per diluted share                  |                                                    | $             (0.00)          |            | $             (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 AND NINE MONTHS ENDED SEPTEMBER 30, 2004 & 2003

AND FROM INCEPTION TO SEPTEMBER 30, 2004



|                                          |                                        |                             |                  |                     | UNAUDITED         
|----------------------------------------- | -------------------------------------- | --------------------------- | ---------------- | ------------------- | ------------------
|                                          |                                        |                             |                  |                     | Three months ended
|                                          |                                        |                             |                  |                     | 9/30/2004         
|CASH FLOWS FROM OPERATING ACTIVITIES:     |                                        |                             |                  |                     |                   
|                                          | Net (loss)                             |                             |                  | $        (59,049)   |                   
|Adjustments to reconcile net loss         |                                        |                             |                  |                     |                   
|to net cash used by operations:           |                                        |                             |                  |                     |                   
|                                          | Stock based services                   |                             |                  | -                   |                   
|                                          | Nexcode acquisition                    |                             |                  | -                   |                   
|                                          | Depreciation                           |                             |                  | 4,914               |                   
|                                          | (Increase) / Decrease in:              |                             |                  |                     |                   
|                                          |                                        | Accounts receivable         |                  |                     | -                 
|                                          |                                        | Deposits                    |                  |                     | -                 
|                                          | Increase / (Decrease) in:              |                             |                  |                     |                   
|                                          |                                        | Accounts payable            |                  |                     | 5,330             
|                                          |                                        | Accrued expenses            |                  |                     | 638               
|                                          |                                        | Accrued payroll tax expense |                  |                     | -                 
|Net cash used in operating activities     |                                        |                             | (48,167)         |                     | (14,091)          
|                                          |                                        |                             |                  |                     |                   
|CASH FLOWS FROM INVESTING ACTIVITIES:     |                                        |                             |                  |                     |                   
|                                          | Purchase of fixed assets               |                             |                  | -                   |                   
|                                          | Notes Receivable - related party       |                             |                  | -                   |                   
|Net cash used in investing activities     |                                        |                             | -                |                     | -                 
|                                          |                                        |                             |                  |                     |                   
|CASH FLOWS FROM FINANCING ACTIVITIES:     |                                        |                             |                  |                     |                   
|                                          | Issuance of common stock               |                             |                  | 66                  |                   
|                                          | Increase in additional paid-in capital |                             |                  | 49,934              |                   
|                                          | Loans from shareholders                |                             |                  | -                   |                   
|Net cash provided by financing activities |                                        |                             | 50,000           |                     | 14,371            
|                                          |                                        |                             |                  |                     |                   
|NET INCREASE (DECREASE) IN CASH           |                                        |                             | 1,833            |                     | 280               
|                                          |                                        |                             |                  |                     |                   
|CASH, BEGINNING OF PERIOD                 |                                        |                             | 26,335           |                     | 322               
|                                          |                                        |                             |                  |                     |                   
|CASH, END OF PERIOD                       |                                        |                             | $         28,168 |                     | $              602
|                                          |                                        |                             |                  |                     |                   
|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.



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MEDIA
& ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO FINANCIAL STATEMENTS

AS
OF SEPTEMBER 30, 2004



NOTE
1 - BASIS OF PRESENTATION



The
unaudited financial statements as of September 30, 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 an officer, director and 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 September 30,
2004, interest expense of $637 was accrued related to this loan.



During
the three months ended September 30, 2004, the Company issued 28,656 shares of
common stock valued at $34,100 to cover accounting expenses incurred by Winsonic
Holdings Ltd.. No interest is being charged on this transaction.





NOTE
3 - STOCKHOLDERS' EQUITY



On
September 10, 2004, the Company issued 66,666 shares of common stock in exchange
for $50,000 in cash. Of the total amount received, $67 was allocated to common
stock and $49,933 was allocated to additional paid-in capital.



During
the three months ended September 30, 2004, the Company issued 28,656 shares of
common stock in exchange for a loan receivable from a related party (see NOTE
2). The value of the loan is based on the fair market value of the Company's
stock on the date of issuance.





NOTE
4 - RECLASSIFICATIONS



Certain
reclassifications have been made to the September 30, 2004 amounts to conform
with the December 31, 2003 financial statements presentation.  These
reclassifications had no effect on net earnings.  Other reclassifications
have been made to describe the accounts more appropriately.





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MEDIA
& ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO FINANCIAL STATEMENTS (CONTINUED)

AS
OF SEPTEMBER 30, 2004





NOTE
5 - PRIOR PERIOD ADJUSTMENTS



Accumulated
Deficit as previously reported was restated for a prior period adjustment in the
amount of $155,000. The adjustment principally relates to a correction of
preferred stock and stock warrants which the Company never issued and the
related write-off of expenses for professional fees. The originally planned
issuance of preferred shares and stock warrants in the year 2002 did not take
place. Instead, the Company issued shares of common stock. Upon the issuance of
common stock, the Company recorded again expenses for professional fees and
thereby accounted twice for the value of those services. During 2002, the
Company also failed to record the issuance on common stock in exchange for
services valued at $5,000. The Company previously reported a net loss of
$1,066,239, or $(0.09) per share, and $4,290,723, or $(0.24) per share for the
years ended December 31, 2002 and 2003, respectively. The restatements resulted
in the Company reporting a net loss of $916,239, or $(0.08) per share, and
$4,140,723, or $(0.23) per share for the years ended December 31, 2002 and 2003,
respectively.





NOTE
6 - 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 September 30, 2004, the Company had
recognized $25,615 of revenues to date and had accumulated losses of
approximately $8,332,844 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
7 - SUBSEQUENT EVENT



On
October 7, 2004 Winsonic Acquisition Sub, Inc., a newly formed Nevada
corporation ("Merger Sub"), merged with and into Winsonic Digital Cable
Systems Network, Ltd. f/k/a Winsonic Holdings, Ltd., a California corporation
("Winsonic") with Winsonic Digital Cable Systems Network, Ltd. being the
surviving corporation (the "Merger") pursuant to a certain Agreement and
Plan of Reorganization (the "Agreement") dated July 16, 2004, as amended, by
and among Media and Entertainment.com, Inc. (the "Company"), Merger Sub,
Winsonic Holdings, Ltd. and Winston D. Johnson. Pursuant to the Agreement,
Winsonic became a wholly-owned subsidiary of the Company and Mr. Johnson, the
Chief Executive Officer and formerly the sole shareholder of Winsonic and the
Company's Chief Executive Officer, became a controlling shareholder of the
Company.



-5-



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MEDIA
& ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO FINANCIAL STATEMENTS (CONTINUED)

AS
OF SEPTEMBER 30, 2004





NOTE
7 - SUBSEQUENT EVENT(CONTINUED)



Following
the Merger, the Company obtained approval from its senior management holding a
majority of the issued and outstanding Common Stock to change the Company's
name to Winsonic Digital Cable Media Group. The Company has filed qualifications
to do business under such name and has filed an Information Statement with the
Securities and Exchange Commission (the "Commission"), and expects to file
an amendment to its Article of Incorporation with the Secretary of State of the
State of Nevada to effect such name change on or about November 23, 2004. In the
meantime, the Company has applied to the NASD's OTC Bulletin Board to change
the Company's symbol from MEDE toWDMG which the Company expects to become
effective upon its filing of the Charter Amendment.



As
a result of the Agreement (i) each outstanding share of common stock of the
Merger Sub was converted into one fully paid and non-assessable share of common
stock of Winsonic; (ii) each outstanding share of common stock of Winsonic
issued and outstanding immediately prior to the Merger was converted into fully
paid and non-assessable shares of common stock of the Company determined by a
formula disclosed in the Agreement (the "Exchange Ratio") for an aggregate
of 10 million shares (the "Merger Shares") of the Company's Common Stock,
as described below; (iii) all options, warrants, convertible notes and other
rights entitling the holder to acquire any shares of Winsonic common stock, by
virtue of the Merger now entitle the holder of such instrument to purchase such
number of shares of the Company's common stock as would have been issued at
the Exchange; and (iv) Winsonic common stock held by Winsonic immediately prior
to the merger was canceled.



Under
the Agreement, the Company issued to Winston Johnson the 10 million Merger
Shares less the 2 million shares previously issued to Mr. Johnson under his July
2003 Services Agreement.  .    In July 2003, the Company had
entered into a Stock Purchase Agreement (the "SPA") with Winsonic, pursuant
to which the Company agreed to sell to Winsonic sixty (60%) percent of the
Company's issued and outstanding Common Stock on a fully diluted basis, or a
total of 30 million shares.  The purchase price was $3 million,
approximately equal to 150% of the fair market value of the Company's common
stock when negotiations commenced multiplied by the shares to be issued to
Winsonic.  Under a Services Agreement with Winston Johnson, which is still
in effect with Mr. Johnson as Chief Executive Officer of the Company, two
million shares were issued by the Company as an advance of the 30 million shares
described above.  On December 11, 2003, the Company and Winsonic executed
an Addendum to the SPA to supersede the SPA.  Under the addendum, Winsonic
returned to the Company's treasury 28 million of the 30 million shares
previously issued.   Notwithstanding the termination of the SPA, Mr.
Johnson retained the two million shares and the Services Agreement remains in
effect.



-6-



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MEDIA
& ENTERTAINMENT.COM, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO FINANCIAL STATEMENTS (CONTINUED)

AS
OF SEPTEMBER 30, 2004



As
part of the Merger, as of October 7, 2004, the Company entered into exchange
agreements (the "Exchange Agreement") with Winston D. Johnson and various
creditors of Winsonic (the "Warrantholders") whereby the Company agreed to
allow Winston Johnson to assign a portion of his 8 million shares (the "Exchange Shares") that he received upon the consummation of the Merger to
Winsonic Warrantholders in consideration of Winston Johnson assuming an
aggregate of $2,600,000 of obligations of Winsonic to the Warrantholders at an
exchange price of $1.00 per share.



In
addition, as of October 7, 2004, the Company entered into a Shareholder
Agreement with Winston Johnson, Jon Jannotta and Nana Yalley (the "Principal
Shareholders"), whereby the Principal Shareholders agreed not to sell,
encumber, hypothecate or otherwise dispose of any of their shares of Common
Stock without the unanimous approval of the other non-selling Principal
Shareholders. Notwithstanding the foregoing, (i) Winston Johnson may transfer
any or all of (A) the 2 million shares he received pursuant to a July 18, 2003
Consulting Agreement; and (B) the Exchange Shares pursuant to the terms and
conditions of the Exchange Agreement; and (ii) any or all of the Principal
Shareholders may sell their shares in accordance with the volume limitations of
Rule 144 promulgated under the Securities Act of 1933, as amended.



-7-



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Item
2  Management's Discussion and Analysis or Plan of Operation.



Forward-Looking
Statements



Statements
in this Quarterly Report are certain statements which are not historical or
current fact and constitute "forward-looking statements" within the meaning
of such term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause the
actual financial or operating results of the Company to be materially different
from the historical results or from any future results expressed or implied by
such forward-looking statement. Such forward-looking statements are based on our
best estimates of future results, performance or achievements, based on current
conditions and the most recent results of the Company.  In addition to
statements which explicitly describe such risks and uncertainties, readers are
urged to consider statements labeled with the terms "may," "will," "potential," "opportunity,"
"believes," "belief," "expects," "intends," "estimates," "anticipates" or "plans" to be
uncertain and forward-looking.  The forward-looking statements contained
herein are also subject generally to other risks and uncertainties that are
described from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.  Consequently,
all of the forward-looking statements made in this Quarterly Report are
qualified by these cautionary statements and there can be no assurance that the
actual results anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations.



General



Media
and Entertainment.com, Inc. is a media distribution solutions company. We
believe that our software and network establishes a new standard for media
distribution of digital information via the Internet, ATM, SDI, HDTV, digital
cable, cable TV and satellite. Our network enables users to view, interact, and
listen to all types of audio, online video and digital TV, in full screen
format, at high speed, high quality, and greatly reduced cost, reducing the need
for expensive high-speed connections.



We
are pursuing the commercialization of our products, which we believe establishes
a new standard for media distribution of digital content and information
seamless compatibility with all major networks, copyright enforcement,
multi-tier encryption (move files in a secure environment), wireless viewing
capabilities for laptops and hand held products, such as cellular telephones and
PDA devices. Media and Entertainment.com and Winsonic facilities-based products
and services in out of franchise markets enable communications companies such as
Verizon to partner with Winsonic and us to provide services to their customers.
Other services include high-end consulting services in the areas of programming,
audio research and engineering, as well as digital transport world wide
telecommunications services for film and television.



-8-





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Winsonic
Digital Cable Systems Network ("WDCSN") concentrates on carrier-class
high-speed connectivity solutions that bring together a first-class facility
around the country along with network, multimedia, and content distribution
communication services to its customers, without requiring substantial capital
investments. Verizon and Level 3 have teamed with Winsonic to implement a
high-end facilities-based infrastructure to aid and facilitate voice transport,
audio, video, data, media and broadcast content over protocol-independent
multi-layered communication systems.



To
better understand the effects of this changing landscape, evidenced by cable
industry consolidation, cross industry completion and technical standards, we
have examined the underlying drivers, both from a market and technology
viewpoint. The market dynamics underlying the local distribution of video, voice
and data are a result of historically non-competing industries, including cable,
long distance and regional telephone operating companies. Changes in government
regulation and the consumer demand for choice are driving the new environment.



Winsonic
has built upon its long-term business model that incorporates reliable technical
support and service levels. This offers network resilience and sustainable
growth for its infrastructure and customer base. This business model is expected
to provide multiple revenue streams enabling Winsonic to fully realize its
expansion position and potential. The result is one of the most comprehensive
and cost effective product portfolios for the industry: one which establishes a
reputation as an established and respected facilities-based media and
entertainment distribution service and network provider.



The
network provides WinSonic Digital Cable's customers an enhanced gateway to
national and international communication lines. With the network as a
foundation, WinSonic provides their customers sophisticated, state of the art
application software and hardware solutions tailored to meet their specific
needs. These applications include but are not limited to: Carrier solutions for
regional phone companies such as special software that provides networks the
capability of accommodating all software platforms as well custom hardware
platforms that facilitate consumer, medical, commercial, and government
applications.



Custom
application development for Voice over internet protocol, standard national and
international communications, PDA, audio/video transport, e-commerce, radio
frequency devices, television and satellite broadcast. Building out digital
television networks that accommodate, high definition television, streaming
video and real time interactive networks.



WinSonic
Digital's objective is to maximize product performance while reducing cost
through technology innovation. For a more detailed explanation of Winsonic
Digital's capabilities we invite you to visit the WinSonic website at:
www.winsonic.net.



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Material
Changes in Results of Operations



For
the nine months ended September 30, 2004, we incurred a net loss of $2,200,052
on revenues of $0. Total expenses of $2,198,140 for the nine-month period,
primarily representing selling, general and administrative expenses of
$2,183,505 compared to $55,898 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 and concentrated our efforts on completing the merger with
WinSonic. 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 September 30, 2004, we had a working capital deficit of $150,035, compared to
a deficit of $400,007 at December 31, 2003.



For
the nine months ended September 30, 2004, we experienced a net increase in cash
of $28,092. 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 November 9,
2004, that there is substantial doubt about our ability to continue as a going
concern without increased revenues and additional financing.



For
the nine months ended September 30, 2004, we used $110,708 in operating
activities, compared to $ 67,914 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 nine months ended September 30, 2004, we used $9,500 in investing
activities, compared to zero used in the comparable period last year.



For
the nine months ended September 30, 2004, we had net cash provided by financing
activities of $148,300 in the form of a sale of common stock and a loan from the
same individual in the amount of $50,000.



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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.



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 September 30, 2004, management, including our then 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
2

Change
in Securities.



During
the three-month period ended September 30, 2004, we issued (a) 28,656 shares of
common stock valued at $34,100, in payment for accounting services incurred by
Winsonic Holdings, Ltd. and (b) 142,860 shares of Common Stock in conversion of
a $50,000 loan from an unaffiliated party.



The
issuances of these shares did not require registration under the Securities Act
of 1933, as amended, pursuant to exemption available under the provisions of
Section 4(2) of the Act.  There was no underwriter or placement agent
involved in these transactions.



Item
6    Exhibits and Reports on Form 8-K.



(a)
Exhibits.



31.1
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1
Certification of the Chief Executive Officer required by 18 U.S.C. 1350, as
adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.



32.2
Certification of the Chief Financial Officer required by 18 U.S.C. 1350, as
adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.



(b)
Reports on Form 8-K.



1.
On August 10, 2004, the Company filed a Current Report on Form 8-K for July 16,
2004, reporting an event under Item 5. Other Events, concerning the public
announcement of the Company's execution of an Agreement and Plan of
Reorganization with Winsonic Holdings, Ltd.









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SIGNATURES



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



Dated:
November 15, 2004



MEDIA
AND ENTERTAINMENT.COM, INC.





By:
  /s/ Winston Johnson

Winston
Johnson

Chairman
and Chief Executive Officer

(Principal Executive Officer)









By:
  /s/ Jeffrey McConnell

Jeffrey
McConnell

Chief
Operating Officer and

Chief Financial Officer

(Principal Financial Officer)





























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Media
and Entertainment.com, Inc.



Quarterly
Report on Form 10-QSB

Quarter
Ended September 30, 2004



EXHIBIT
INDEX



Exhibit

Number

Description



31.1   
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2   
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1   
Certification pursuant to 18 U.S.C.  1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.



32.2   
Certification pursuant to 18 U.S.C.  1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

















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