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 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



WINSONIC DIGITAL MEDIA GROUP, LTD.

(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)



MEDIA AND ENTERTAINMENT.COM, INC.

(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)



Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]



As of August 5, 2004, the issuer had 33,784,622 shares of common
stock, $.001 par value, outstanding.



Transitional
Small Business Disclosure Format (Check one): Yes [ ]  No [X]





-i-





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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.



-1-





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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.



-2-





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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.



-3-



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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.





-4-



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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-



---

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-



---

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-



---





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.



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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:
December 9, 2004



WINSONIC DIGITAL MEDIA GROUP, LTD.





By:
  /s/ Winston Johnson

Winston
Johnson

Chairman
and Chief Executive Officer

(Principal Executive 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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