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 March 31, 2003

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

For the transition period from ______________ to ______________

                Commission file number 000-32231

                MEDIA AND ENTERTAINMENT.COM, INC.
             --------------------------------------
(Exact name of small business issuer as specified in its charter)

         Nevada                           52-2236253
      -------------                     --------------
(State or other jurisdiction           (I.R.S. Employer
of incorporation or organization)    Identification No.)

     10120 S. Eastern Avenue, Suite 200, Las Vegas, NV 89052
     -------------------------------------------------------
            (Address of principal executive offices)

                         (818) 562-8282
                      --------------------
                   (Issuer's telephone number)

As of May 16, 2003, the issuer had 15,500,635 shares of common stock, $.001
par value, outstanding.

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






                                -i-



                Media and Entertainment.com, Inc.

                 Quarterly Report on Form 10-QSB
                  Quarter Ended March 31, 2003

                        Table of Contents

                                                                      Page

Independent Accountants' Review Report.................................iii

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
     Balance Sheet as of March 31, 2003 (Unaudited)......................1
     Statement of Operations and Accumulated Deficit (Unaudited)
       for the Three Months Ended March 31, 2003 and 2002
       and from inception to March 31, 2003..............................2
     Statement of Changes in Stockholders' Equity (Deficit)
      (Unaudited) as of March 31, 2003...................................3
     Statements of Cash Flows (Unaudited) for the Three Months
       Ended March 31, 2003 and 2002
       and from inception to March 31, 2003..............................5
     Notes to Financial Statements.......................................6
Item 2. Management's Discussion and Analysis or Plan of Operation.......18
Item 3. Controls and Procedures.........................................19

PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................20

SIGNATURES..............................................................21

CERTIFICATIONS..........................................................22

EXHIBIT INDEX...........................................................23













                                -ii-







             INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To the Board of Directors
Media And Entertainment.com, Inc.:

We have reviewed the accompanying balance sheets of Media and
Entertainment.com, Inc. (a Nevada corporation) (a development
stage company) as of March 31, 2003 and 2002 and the related
statements of operations and accumulated deficit, changes in
stockholders' equity and cash flows for the three months ended
March 31, 2003 and 2002 and for the period April 27, 2000
(Inception date) to March 31, 2003, respectively, in accordance
with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
All information included in these financial statements is the
representation of the management of Media and Entertainment.com,
Inc.  The financial statements of Media and Entertainment.com,
Inc. as of March 31, 2001, were reviewed by other accountants,
whose report dated August 10, 2001 stated that they were not
aware of any material modifications that should be made to those
statements in order for them to be in conformity with generally
accepted accounting principles in the United States of America.

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

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

As discussed in Note 3, certain conditions indicate that the
Company may be unable to continue as a going concern.  However,
management plans to continue the business as set forth therein.
The accompanying financial statements do no include any
adjustments to the financial statements that might be necessary
should the Company be unable to continue as a going concern.




                                            Chavez & Koch, CPA's, Ltd.

May 20, 2003
Henderson, Nevada



                                -iii-





                   MEDIA AND ENTERTAINMENT.COM, INC.
                    (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEET
                        AS OF MARCH 31, 2003


                                                              UNAUDITED
                                                          ----------------
                                                             03/31/2003
                                                          ----------------
                              ASSETS

ASSETS:

 Current assets:
   Cash                                                    $       193
   Accounts receivable                                           8,375
                                                          ----------------
    Total current assets                                         8,568

 Fixed assets:
   Computer Equipment                                           97,927
   Software                                                      1,388
   Furniture & fixtures                                          1,613
   Less: accumulated depreciation                              (18,085)
                                                          ----------------
    Total fixed assets                                          82,843

 Other assets:
   Officer's salary advance                                     37,000
   Refundable deposits                                             760
                                                          ----------------
    Total other assets                                          37,760
                                                          ----------------
TOTAL ASSETS                                               $   129,171
                                                          ================
               LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

 Current liabilities:
   Accounts payable                                        $    69,655
   Accrued expenses                                             19,700
   Payroll tax liabilities                                      18,664
   Loan payable - officer, director & shareholder              165,562
                                                          ----------------
    Total current liabilities                                  273,581
                                                          ----------------
TOTAL LIABILITIES                                              273,581
                                                          ----------------
Stockholders' equity:
 Convertible preferred stock, $0.001 par value 5,000,000
    shares authorized, 100 shares issued and
    outstanding at 03/31/03                                          2
 Additional paid-in capital - convertible preferred stock      132,848
 Paid-in capital - stock warrants                               22,150
 Common stock, $0.001 par value, 50,000,000 shares
    authorized, 11,075,765 outstanding at 03/31/03              11,075
 Additional paid-in capital - common stock                   2,024,283
 Deferred compensation                                        (303,465)
 Accumulated deficit during development stage               (2,031,303)
                                                          ----------------
    Total stockholders' equity                                (144,410)
                                                          ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $    129,171
                                                          ================



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




                                -1-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
           STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
        FOR THE THREE MONTHS ENDED MARCH 31, 2003 & 2002 AND
                    FROM INCEPTION TO MARCH 31, 2003



                                                     UNAUDITED
                                      ----------------------------------------
                                         Three months ended       Inception to
                                      --------------------------  ------------
                                      03/31/2003    03/31/2002     03/31/2003
                                      ------------  ------------  ------------

REVENUE                               $         -   $         -   $    25,615

COST OF GOODS SOLD                              -             -             -
                                      ------------  ------------  ------------
GROSS PROFIT                                    -             -        25,615
                                      ------------  ------------  ------------
EXPENSES:
 Selling, general and
  administrative                           16,254       153,144       724,716
 Selling, general and
  administrative, related party                 -           500       652,660
 Depreciation expense                       5,268           471        18,085
                                      ------------  ------------  ------------
   Total expenses                          21,522       154,115     1,395,461
                                      ------------  ------------  ------------
OPERATING INCOME (LOSS)                   (21,522)     (154,115)   (1,369,846)
                                      ------------  ------------  ------------
OTHER INCOME/(EXPENSES):
 Research and development expense         (15,025)      (48,421)     (644,466)
 Interest expense                          (2,687)            -       (17,003)
 Interest income                                -             -            12
                                      ------------  ------------  ------------
   Total other income/(expenses)          (17,712)      (48,421)     (661,457)
                                      ------------  ------------  ------------
NET ORDINARY INCOME (LOSS)            $   (39,234)  $  (202,536)  $(2,031,303)
                                      ------------  ------------  ------------
Accumulated Deficit, beginning of
period                                 (1,992,069)     (925,830)            -


Accumulated Deficit, end of period    $(2,031,303)  $(1,128,366)  $(2,031,303)
                                      ============  ============  ============

Basic weighted average number of
 common shares outstanding             11,075,765     9,554,420     9,104,644
                                      ============  ============  ============
Basic Net Income (Loss) per Share           (0.00)        (0.02)        (0.22)
                                      ============  ============  ============


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-





             MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   AS OF MARCH 31, 2003
                        (UNAUDITED)


<TABLE>
<CAPTION>
                                       Add'l Paid-                                    Add'l
                                          in                                          Paid
                        Convertible     Capital-   Paid-in         Common Stock        In      Deferred      Accumulated Total
                      Preferred Stock  Convertible Capital -                          Capital                  Deficit   Stockh-
                     Shares    Value   preferred   Stock       Shares      Value      Common   Compensation  Development olders'
                                          stock    warrants                           stock                    Stage     Equity
                    --------  --------  ---------  ---------  -----------  --------  --------- ------------  ----------- -------
<S>                    <C>       <C>        <C>       <C>         <C>        <C>        <C>        <C>           <C>       <C>
Issued for cash
August 31, 2000           -     $   -    $      -   $     -   3,250,000    $ 3,250   $  5,250   $      -     $       -   $ 8,500


Issued for cash
November 10, 2000         -         -           -         -    1,699,750      1,700   168,275         -              -   169,975

Accumulated deficit
December 31, 2000         -         -           -         -            -          -         -         -        (94,537) (94,537)
                    --------  --------  ---------  ---------  -----------  -------- ---------  -------------  ---------- -------
Balance at December
31, 2000                  -     $   -     $     -   $     -    4,949,750    $  4,950 $173,525  $      -      $ (94,537)  $83,938
                    ========  ========  =========  =========  ===========  ======== =========  =============  ========== =======
Issued for services
June 1, 2001              -         -           -         -       52,000          52    5,148    (5,200)             -         -
June 7, 2001              -         -           -         -      455,000         455  129,220  (129,675)             -         -
July 31, 2001             -         -           -         -      200,000         200   59,800   (60,000)             -         -
August 1, 2001            -         -           -         -      100,000         100   29,900   (30,000)             -         -
August 8, 2001            -         -           -         -      100,000         100   29,900   (30,000)             -         -
August 20, 2001           -         -           -         -      500,000         500  124,500  (125,000)             -         -
August 23, 2001           -         -           -         -      200,000         200   49,800   (50,000)             -         -
September 5, 2001         -         -           -         -       50,000          50   14,172   (14,222)             -         -
September 11, 2001        -         -           -         -      200,000         200   56,692   (56,892)             -         -
October 15, 2001          -         -           -         -       50,000          50   17,450   (17,500)             -         -
December 20, 2001         -         -           -         -       50,000          50   20,950   (21,000)             -         -

Issued for stock awards
July 31, 2001             -         -           -         -      920,000         920  275,080  (276,000)

Nexcode acquisition
August 6, 2001            -         -           -         -    1,200,000       1,200  404,800         -              -   406,000

Issued for stock awards
October 5, 2001           -         -           -         -      500,000         500  154,500  (155,000)             -         -

Issued for stock awards
October 25, 2001          -         -           -         -       10,000          10    5,990    (6,000)             -         -

Future services
received
December 31, 2001         -         -           -         -            -           -        -   235,769              -   235,769

Net income (loss)
December 31, 2001         -         -           -         -            -           -        -          -       (831,293)(831,293)
                    --------  --------  ---------  ---------  -----------  -------- --------- -------------  ----------- -------
Balance at December
31, 2001                  -     $   -     $     -   $     -    9,536,750    $  9,537$1,551,427 $(740,720)    $(925,830)$(105,586)
                    ========  ========  =========  =========  ===========  ======== =========  =============  ========== =======
Issued for cash
March 31, 2002            -         -           -         -      120,969         120   37,380         -              -    37,500

Future services
received
March 31, 2002            -         -           -         -            -           -         -   133,789              -   133,789

Net income (loss)
March 31, 2002            -         -           -         -            -           -         -         -       (202,536)(202,536)
                    --------  --------  ---------  ---------  -----------  --------  --------- -------------  ----------  -------
Balance at March 31,
2002                      -         -     $     -   $     -    9,657,719    $  9,657 $1,588,807 $(606,931)  $(1,128,366)$(136,833)
                    ========  ========  =========  =========  ===========  ========  ========= =============  ==========  =======

</TABLE>

The accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with this Statement of Changes in
Stockholders' Equity (Deficit).




                                -3-





                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                      AS OF MARCH 31, 2003
                          (UNAUDITED)


<TABLE>
<CAPTION>
                                       Add'l Paid-                                   Add'l
                                           in                                         Paid
                        Convertible     Capital-   Paid-in         Common Stock       In      Deferred      Accumulated  Total
                      Preferred Stock  Convertible Capital -                         Capital                  Deficit    Stockh-
                     Shares    Value   preferred   Stock       Shares      Value     Common   Compensation  Development  olders'
                                          stock    warrants                          stock                    Stage      Equity
                    --------  --------  ---------  ---------  -----------  -------- --------- ------------- ----------- -------
<S>                    <C>       <C>        <C>       <C>         <C>         <C>     <C>        <C>           <C>        <C>

Issued for cash
April 9, 2002             -         -          -          -      142,645       143   44,077            -          -     44,220

Issued for cash
May 9, 2002               -         -          -          -      270,000       270   80,730            -          -     81,000

Issued for cash
June 9, 2002              -         -          -          -      855,401       855  264,319            -          -    265,174

Net income (loss)
June 30, 2002             -         -          -          -            -         -        -            -    (109,488)(109,488)
                    --------  --------  ---------  ---------  -----------  -------- --------- ------------- ----------- -------
Balance at June 30,
2002                      -     $   -     $    -     $    -   10,925,765   $10,925 $1,977,933  $ (606,931)$(1,237,854)$144,073
                    ========  ========  =========  =========  ===========  ======== ========= ============= =========== =======
Issued for cash
July 1, 2002              -         -          -          -      150,000       150   46,350            -          -     46,500

Issued for cash
September 19, 2002      100         -      8,571      1,429            -         -        -            -          -     10,000

Future services received
September 30, 2002        -         -          -          -            -         -        -      303,466          -    303,466

Net income (loss)
September 30, 2002        -         -          -          -            -         -        -            -    (552,862) (552,862)
                    --------  --------  ---------  ---------  -----------  -------- --------- ------------- ----------- -------
Balance at September    100     $   -    $ 8,571    $ 1,429   11,075,765   $11,075 $2,024,283  $ (303,465)$(1,790,716)$(48,823)
30, 2002            ========  ========  =========  =========  ===========  ======== ========= ============= =========== =======

Issued for cash
October 8, 2002         800         1     68,567     11,432            -         -        -            -          -     80,000

Issued for cash
October 22, 2002        100         -      8,571      1,429            -         -        -            -          -     10,000

Issued for cash
November 8, 2002         50         -      4,285        715            -         -        -            -          -      5,000

Issued for cash
December 5, 2002        500         1     42,854      7,145            -         -        -            -          -     50,000

Net income (loss)
December 31, 2002         -         -          -          -            -         -        -            -    (201,353)(201,353)
                    --------  --------  ---------  ---------  -----------  -------- --------- ------------- ----------- -------
Balance at December
31, 2002              1,550       $ 2   $132,848   $ 22,150  $11,075,765   $11,075 $2,024,283  $ (303,465)$(1,992,069)$(105,176)
                    ========  ========  =========  =========  ===========  ======== ========= ============= =========== =======
Net Income (loss)
March 31, 2003            -         -          -          -            -         -        -            -     (39,234)  (39,234)
                    --------  --------  ---------  ---------  -----------  -------- --------- ------------- ----------- -------
                      1,550       $ 2   $132,848   $ 22,150  $11,075,765   $11,075 $2,024,283  $ (303,465)$(2,031,303)$(144,410)
                    ========  ========  =========  =========  ===========  ======== ========= ============= =========== =======

</TABLE>



The accompanying independent accountants' review report and notes to financial
statements should be read in conjunction with this Statement of Changes in
Stockholders' Equity (Deficit).


                                -4-





                    MEDIA AND ENTERTAINMENT. COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                        STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED MARCH 31, 2003 & 2002 AND
                      FROM INCEPTION TO MARCH 31, 2003

<TABLE>
<CAPTION>
                                                              UNAUDITED
                                             ----------------------------------------
                                                 Three months ended        Inception to
                                             ---------------------------   ------------
                                              03/31/2003     03/31/2002     03/31/2003
                                             ------------   ------------   ------------
<S>                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                  $   (39,234)   $  (202,536)   $ (2,031,303)
Adjustments to reconcile net loss
to net cash used by operations:
 Depreciation                                      5,268            471          18,085
 Stock based compensation                              -        133,789         846,549
 Accounts receivable                                   -              -          (8,375)
 Nexcode acquisition                                   -              -         406,000
 Decrease in deposits                              2,000              -            (760)
 Increase (decrease) in accounts payable           1,608          8,096          69,655
 Accrued expense                                   2,688              -          19,700
 Accrued payroll tax expense                         931              -          18,664
                                             ------------   ------------   ------------
Net cash (used) by operating activities          (26,739)       (60,180)       (661,785)
                                             ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of fixed assets                         (1,614)             -        (100,928)
 Loan to officer, director & shareholder               -        (10,050)        (37,000)
                                             ------------   ------------   ------------
Net cash used by investing activities             (1,614)       (10,050)       (137,928)
                                             ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                              -            120           6,646
 Increase in additional paid-in capital                -         37,380         627,698
 Loans from shareholders                          24,003         39,395         165,562
                                             ------------   ------------   ------------
Net cash provided by financing activities         24,003         76,895         799,906
                                             ------------   ------------   ------------
NET INCREASE (DECREASE) IN CASH                   (4,350)         6,665             193

CASH, BEGINNING OF PERIOD                          4,543            597               -
                                             ------------   ------------   ------------
CASH, END OF PERIOD                           $      193      $   7,262       $     193
                                             ============   ============   ============
SUPPLEMENTARY INFORMATION:
 Interest paid                                $        -      $       -       $  (4,329)
                                             ============   ============   ============
 Income taxes paid                            $        -      $       -       $       -
                                             ============   ============   ============

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




                                -5-



               MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                NOTES TO FINANCIAL STATEMENTS
                 QUARTER ENDED MARCH 31, 2003



NOTE 1 - ORGANIZATION AND PURPOSE

     Media and Entertainment.com, Inc. (a development stage company)
     was incorporated in the State of Nevada on April 27, 2000.
     Media & Entertainment.com is an Internet solutions company that
     has developed proprietary streaming and encryption software with
     broad applications. Since the acquisition of Nexcode, Inc. in
     August 2001, the Company's focus has turned to the
     commercialization of Nexcode's NetDVD StreamShare technology.
     Management believes, based on its knowledge of the industry,
     that the Company's software is able to compete in the
     marketplace with virtually all other companies.

     The Company has had an unsubstantial revenue generating
     operations to date, and therefore, in accordance with Statement
     on Financial Accounting Standards No. 7, the Company is
     considered a development stage company.  Accordingly, some of
     the Company's accounting policies and procedures have not yet
     been established.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

     The Company's policy is to prepare its financial statements on
     the accrual basis of accounting.  The fiscal year end is
     December 31.

     Cash and Cash Equivalents

     Cash equivalents consist of highly liquid investments with
     maturities of three months or less when purchased.

     Use of Estimates

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to
     make estimates and assumptions that affect the reported amounts
     of assets and liabilities and disclosures of contingent assets
     and liabilities at the date of the financial statements and the
     reported amounts of revenue and expense during the reported
     period.  Actual results could differ from those estimates.



                                -6-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Earnings Per Share Calculations

     Basic earnings per common share ("EPS") is computed by dividing
     income available to common stockholders by the weighed-average
     number of common shares outstanding for the period.  The weighed-
     average number of common shares outstanding for computing basic
     weighted average number of common shares outstanding was
     11,075,765 and 9,554,420 for the periods ended March 31, 2003
     and 2002, respectively.  Diluted EPS reflects the potential
     dilution that could occur if securities or other contracts to
     issue common stock were exercised or converted into common
     stock.  As of March 31, 2003 and 2002, the Company had no
     outstanding securities that could have a dilutive effect on the
     outstanding common stock.  Therefore, no diluted EPS was
     calculated.


     Fixed Assets

     Fixed assets are stated at cost.  Expenditures that materially
     increase the life of the assets are capitalized.  Ordinary
     maintenance and repairs are charged to expense as incurred.
     When assets are sold or otherwise disposed of, the cost and the
     related accumulated depreciation and amortization are removed
     from the accounts and any resulting gain or loss is recognized
     at that time.  Depreciation is computed primarily on the
     straight-line method for financial statement purposes over the
     following estimated useful lives:

                Computer Equipment                  5 Years
                Software                            3 Years

     Depreciation expense for the periods ended March 31, 2003 and
     2002 was $5,268 and $471, respectively.

     Income Taxes

     Income taxes are generally provided for the tax effects of
     transactions reported in the financial statements and consist of
     taxes currently due plus deferred taxes related primarily to
     differences between the basis of fixed assets for financial and
     income tax reporting. The Company has no deferred tax assets and
     liabilities representing the future tax return consequences of
     those differences because currently the Company has no material
     temporary timing differences that give rise to these tax assets
     and liabilities.  Currently there are no federal income taxes
     due.

     Advertising

     Advertising costs are to be expensed when incurred.  There were
     no advertising costs for the periods ended March 31, 2003 and
     2002.



                                -7-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Revenue Recognition

     The Company is in the process of developing and implementing
     accrual based revenue recognition policies.


NOTE 3 - GOING CONCERN

     These financial statements have been prepared in accordance with
     generally accepted accounting principles applicable to a going
     concern, which contemplates the realization of assets and the
     satisfaction of liabilities and commitments in the normal course
     of business.  As of March 31, 2003, the Company had recognized
     $25,615 of revenues to date and had accumulated losses of
     approximately $2,031,303 since inception.  The Company's ability
     to continue as a going concern is contingent upon the successful
     completion of additional financing arrangements and its ability
     to achieve and maintain profitable operations.  Management plans
     to raise equity capital to finance the operating and capital
     requirements of the Company.  Amounts raised will be used for
     further development of the Company's products, to provide
     financing for marketing and promotion, to secure additional
     property and equipment, and for other working capital purposes.
     While the Company is expending its best efforts to achieve the
     above plans, there is no assurance that any such activity will
     generate funds that will be available for operations.


NOTE 4 - STOCKHOLDERS' EQUITY

     A chronological history of Stockholders' Equity is as follows:

     April 27, 2000 - The Company incorporated in Nevada.  The
     Company is authorized to issue 20,000,000 shares of its $0.001
     par value common stock and 5,000,000 shares of its $0.001 par
     value preferred stock.

     May 3, 2000 - The Company issued 3,250,000 shares to the two
     company founders as follows:

          The Company issued to a founder 1,625,000 shares of $0.001
          par value common stock in exchange for cash in the amount
          of $4,250.

          The Company issued to another founder 1,625,000 shares of
          $0.001 par value common stock in exchange for cash in the
          amount of $4,250.

     All of these shares were issued in accordance with Section 4(2)
     of the Securities Act of 1933.



                                -8-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     November 7, 2000 - The Company closed its offering pursuant to
     Rule 504, Regulation D, under the Securities Act of 1933, as
     amended, whereby it sold a total of 1,699,750 shares of its
     $0.001 par value common stock at $0.10 per share to outside
     investors.  All of these shares were issued in exchange for cash
     in the amount of $169,975, before offering costs in the amount
     of $1,300.  Of the total cash received, $1,700 is the stated
     value of common stock and $168,275 is considered additional paid-
     in capital.  The Company sold all 1,699,750 shares of its common
     stock to approximately 84 unaffiliated shareholders, none of
     whom were/are officers or directors.

     On June 7, 2001, 455,000 shares of common stock were issued to
     two individuals in exchange for future services.  The value of
     services is based on prior services provided by the individuals
     and on the cost of similar services provided by other similar
     service providers.

     The number of shares issued for services is based on the value
     of services divided by the par value of the shares.

     The Company issued 245,000 shares of common stock to an
     individual in exchange for a one-year management consulting
     agreement.  The management consulting services are valued at
     $69,825.  Shares were issued under Section 4 (2) of the
     Securities Act of 1933, and registered on a registration
     statement on Form S-8 under the Securities Act of 1933.

     The Company issued 210,000 shares of common stock to another
     individual in exchange for a one-year management consulting
     agreement.  The management consulting services are valued at
     $59,850.  Shares were issued under Section 4 (2) of the
     Securities Act of 1933, and registered on a registration
     statement on Form S-8 under the Securities Act of 1933.

     From March 14 through June 11, 2002, the Company sold an
     aggregate of 1,389,019 shares of $0.001 par value common stock
     for aggregate cash proceeds of $427,894 in a private placement
     to a total of 11 accredited investors.

     July 1, 2002 - The Company issued 150,000 shares to one
     individual as follows:

          The Company issued to an investor 150,000 shares of $0.001
          par value common stock in exchange for cash in the amount
          of $46,500.

     From September 18 through December 5, 2002, the Company sold an
     aggregate of 1,550 shares of Series A Convertible Preferred
     Stock, $.001 par value, and 155 Class A Common Stock Warrants in
     a private placement to five individuals, as follows:



                                -9-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     September 18, 2002 - The Company issued 100 shares and 10
     warrants to one individual as follows:

     The Company issued to an investor 100 shares of series A
     convertible preferred stock, $0.001 par value, convertible into
     16,667 shares of common stock, at a conversion rate of $.60 per
     share of common stock and 10 class A stock warrants, convertible
     into 2,780 shares of common stock, at an exercise rate of $2.50
     per share; in exchange for cash in the amount of $10,000.  These
     warrants expire in 2005.

     October 8, 2002 - The Company issued 800 shares and 80 warrants
     to one individual as follows:

          The Company issued to an investor 800 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 133,336 shares of common stock, at a conversion rate
          of $.60 per share of common stock and 80 class A stock
          warrants, convertible into 22,240 shares of common stock,
          at an exercise rate of $2.50 per share; in exchange for
          cash in the amount of $80,000.  These warrants expire in
          2005.

     October 22, 2002 - The Company issued 100 shares and 10 warrants
     to one individual as follows:

          The Company issued to an investor 100 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 16,667 shares of common stock, at a conversion rate of
          $.60 per share of common stock and 10 class A stock
          warrants, convertible into 2,780 shares of common stock, at
          an exercise rate of $2.50 per share; in exchange for cash
          in the amount of $10,000.  These warrants expire in 2005.

     November 8, 2002 - The Company issued 50 shares and 5 warrants
     to one individual as follows:

          The Company issued to an investor 50 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 8,334 shares of common stock, at a conversion rate of
          $.60 per share of common stock and 10 class A stock
          warrants, convertible into 1,390 shares of common stock, at
          an exercise rate of $2.50 per share; in exchange for cash
          in the amount of $5,000.  These warrants expire in 2005.

     December 5, 2002 - The Company issued 500 shares and 50 warrants
     to one individual as follows:

          The Company issued to an investor 500 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 83,335 shares of common stock, at a conversion rate of
          $.60 per share of common stock and 50 class A stock
          warrants, convertible into 13,900 shares of common stock,
          at an exercise rate of $2.50 per share; in exchange for
          cash in the amount of $50,000.  These warrants expire in
          2005.



                                -10-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     All shares issued during 2002, were issued pursuant to Rule 506
     of Regulation D under the Securities Act of 1933.

     Stock Subscriptions

     On June 1, 2001, 52,000 shares of common stock were issued to
     two individuals in exchange for future services.   The value of
     the services is based on prior services provided by the
     individuals and on the cost of similar services provided by
     other similar service providers.  The number of shares issued
     for services is based on the fair market value of $0.10 per
     share.

          The Company issued 28,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $2,800.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933, pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 24,000 shares of common stock to another
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $2,400.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933, pursuant to Section 4 (2) of the Securities Act of
          1933.

     On June 7, 2001, 455,000 shares of common stock were issued to
     two individuals in exchange for future services.  The value of
     the services is based on prior services provided by the
     individuals and on the cost of similar services provided by
     other similar service providers.

          The Company issued 245,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $69,825.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933, pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 210,000 shares of common stock to
          another individual in exchange for a one-year management
          consulting agreement.  The management consulting services
          are valued at $59,850.  Shares were issued under Section 4
          (2) of the Securities Act of 1933, and registered on a
          registration statement on Form S-8 under the Securities Act
          of 1933.

     On July 31, 2001, 200,000 shares of common stock were issued to
     three individuals and one organization in exchange for future
     services.   The value of the services is based on prior services
     provided by the individuals and on the cost of similar services
     provided by other similar service providers.



                                -11-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The Company issued 50,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $15,000.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 50,000 shares of common stock to another
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $15,000.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 50,000 shares of common stock to an
          organization in exchange for a one-year management
          consulting agreement.  The management consulting services
          are valued at $15,000.  Shares were issued under an
          exemption from the registration provisions of Section 5 of
          the Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The Company issued 50,000 shares of common stock to another
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $15,000.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

     In August 2001, 400,000 shares of common stock were issued to
     two individuals and one organization in exchange for future
     services.  The value of the services is based on prior services
     provided by the individuals and on the cost of similar services
     provided by other similar service providers.

          The Company issued 100,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $30,000.    Shares were issued under an exemption from
          the registration provisions of Section 5 of the Securities
          Act of 1933 pursuant to Section 4 (2) of the Securities Act
          of 1933.

          The Company issued 200,000 shares of common stock to an
          organization in exchange for a six-month management
          consulting agreement.  The management consulting services
          are valued at $50,000.  Shares were issued under an
          exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

     In September 2001, 750,000 shares of common stock were issued to
     three individuals and one organization in exchange for future
     services.



                                -12-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     The value of the services is based on prior services provided by
     the individuals and on the cost of similar services provided by
     other similar service providers.

          The Company issued 500,000 shares of common stock to an
          organization in exchange for a one-year management
          consulting agreement.  The management consulting services
          are valued at $125,000.  Shares were issued under an
          exemption from the registration provisions of Section 5 of
          the Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The Company issued 50,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $14,222.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 100,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $28,446.  Shares were issued under an exemption from the
          registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

          The Company issued 100,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $28,446.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

     Stock Based Award Agreements

     On July 31, 2001, 920,000 shares of common stock were issued to
     five individuals as part of the 2001 Stock Option and Incentive
     Plan of the Company as follows:

          The Company issued 120,000 shares of common stock to an
          individual as a matter of separate inducement and agreement
          in connection with his employment with or service to the
          Company.  The shares are valued at $36,000.  Shares were
          issued under
          an exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2) of
          the Securities Act of 1933.

          The Company issued 100,000 shares of common stock to
          another individual as a matter of separate inducement and
          agreement in connection with his employment with or service
          to the Company.  The shares are valued at $30,000.  Shares
          were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.



                                -13-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The Company issued 250,000 shares of common stock to
          another individual as a matter of separate inducement and
          agreement in connection with his employment with or service
          to the Company.  The shares are valued at $75,000.  Shares
          were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

          The Company issued 250,000 shares of common stock to
          another individual as a matter of separate inducement and
          agreement in connection with his employment with or service
          to the Company.  The shares are valued at $75,000.  Shares
          were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

          The Company issued 200,000 shares of common stock to
          another individual as a matter of separate inducement and
          agreement in connection with his employment with or service
          to the Company.  The shares are valued at $60,000.  Shares
          were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

     In October 2001, 560,000 shares of common stock were issued to
     five individuals as part of the 2001 Stock Option and Incentive
     Plan of the Company as follows:

          The Company issued 250,000 shares of common stock to an
          individual as a matter of separate inducement and agreement
          in connection with his employment with or
          service to the Company.  The shares are valued at $150,000.
          Shares were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

          The Company issued 250,000 shares of common stock to
          another individual as a matter of separate inducement and
          agreement in connection with his employment with or service
          to the Company.  The shares are valued at $150,000.  Shares
          were issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

          The Company issued 5,000 shares of common stock to another
          individual as a matter of separate inducement and agreement
          in connection with his employment with or service to the
          Company.  The shares are valued at $3,000.  Shares were
          issued under an exemption from the registration provisions
          of Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the Securities Act of 1933.

          The Company issued 5,000 shares of common stock to another
          individual as a matter of separate inducement and agreement
          in connection with his employment with or service to the
          Company.  The shares are valued at $3,000.  Shares were
          issued under an exemption from the registration provisions
          of Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the Securities Act of 1933.



                                -14-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The Company issued 50,000 shares of common stock to another
          individual as a matter of separate inducement and agreement
          in connection with his employment with or service to the
          Company.  The shares are valued at $17,500.  Shares were
          issued under an exemption from the registration provisions
          of Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the Securities Act of 1933.

     On December 20, 2001, 50,000 shares of common stock were issued
     to an individual as part of the 2001 Stock Option and Incentive
     Plan of the Company as follows:

          The Company issued 50,000 shares of common stock to an
          individual as a matter of separate inducement and agreement
          in connection with his employment with or service to the
          Company.  The shares are valued at $21,000.  Shares were
          issued under an exemption from the registration provisions
          of Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the Securities Act of 1933.

     As of March 31, 2003, a total of 3,387,000 shares had been
     issued in exchange for an agreement to perform future services
     valued at $976,489, of which services valued at $673,024 had
     been provided and expensed.

     Acquisitions

     The Company issued 1,200,000 shares of restricted common stock
     to Nexcode, Inc. as the purchase price for all Nexcode assets.
     The services are valued at $1,200.  Of the total received,
     $1,200 is the stated value of common stock and $0 is considered
     additional paid-in capital.  The shares shall subsequently be
     distributed to officers of Nexcode, Inc. as follows:

               Nana Valley, Chief Executive Officer, 400,000 shares
               Ceasar Collazo, Chief Technology Officer, 400,000
          shares
               Michael Brown, Chief Operating Officer, 400,000 shares


NOTE 5 - RELATED PARTY TRANSACTIONS

     Officer's compensation of $10,774 was included in general and
     administrative expenses, as of March 31, 2003.

     As of March 31, 2003, the Company had a salary advance to the
     former president of the company in the amount of $37,000.  This
     advance occurred prior to the passing of the Sarbanes-Oxley Act
     of 2002.

     The Company received two loans with current balances of $36,420
     and $129,142 from two shareholders, each bearing interest at 7%,
     in accordance with loan agreements that the Company had executed
     with both lenders, respectively.  For the period ended March 31,
     2003, the Company had accrued interest expense of $12,660
     related to these notes.



                                -15-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)

     The officers and directors of the Company are involved in other
     business activities and may, in the future, become involved in
     other business opportunities.  If a specific business
     opportunity becomes available, such person may face a conflict
     in selecting between the Company and their other business
     interests.  The Company has not formulated a policy for the
     resolution of such conflicts.


NOTE 6 - MATERIAL CONTRACTS/AGREEMENTS

     On August 16, 2001, the Company executed an asset purchase
     agreement with Nexcode, Inc. whereby the Company purchased all
     of the assets of Nexcode in exchange for 1,200,000 shares
     of $0.001 par value common stock of the Company.  All tangible
     and intangible assets were acquired, including Copyrights,
     Trademarks, Patents, and Technologies or Proprietary Processes,
     existing and future versions.

     The 1,200,000 shares of common stock of the Company were issued
     to the current shareholders of Nexcode on a pro-rata basis (see
     note 4 Stockholders' Equity).  The Company was to enter into
     employment agreements with each of the three current officers
     and directors of Nexcode that will include a base salary of
     $78,000 plus bonuses and stock options. Stock options will be
     granted based upon the performance of the Company with a minimum
     of 100,000 shares and a maximum of 1,000,000 shares of $0.001
     par value common stock of the Company.  As of June 30, 2002, the
     Company has paid $40,000 to Nexcode for the purpose of
     developing the assets of Nexcode.  The Company is engaged in
     efforts to raise a minimum of $250,000 of capital to set up a
     new infrastructure for and to launch and roll out products
     related to the assets.

NOTE 7 - RECLASSIFICATIONS

     Certain reclassifications have been made to the March 31, 2002
     amounts to conform with the March 31, 2003 financial statements
     presentation.  These reclassifications had no effect on net
     earnings.  Other reclassifications have been made to describe
     the accounts more appropriately.


                                -16-


              MEDIA AND ENTERTAINMENT.COM, INC.
               (A DEVELOPMENT STAGE COMPANY)
         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
               QUARTER ENDED MARCH 31, 2003



NOTE 8 - RECENT PRONOUNCEMENTS

     During 2001, the Financial Accounting Standards Board released
     SFAS 142 which is to be applied starting with fiscal years
     beginning after December 31, 2001.  SFAS 142 addresses financial
     accounting and reporting for acquired goodwill and other
     intangible assets.  Currently the Company has no acquired
     goodwill or other intangible assets; therefore, this standard
     has no effect on the financial statements when adopted.

     In August 2001, the Financial Accounting Standards Board
     released SFAS 143 which is to be applied starting with fiscal
     years beginning after June 15, 2002.  SFAS 143 addresses
     financial accounting and reporting for asset retirement
     obligations.

     Currently, the Company has no obligations associated with the
     retirement of tangible long-lived assets; therefore, this
     standard has no effect on the financial statements when adopted.
     In October 2001, the Financial Accounting Standards Board
     released SFAS 144 which is to be applied starting with fiscal
     years beginning after December 15, 2001.  SFAS 144 addresses
     financial accounting and reporting for impairment or disposal of
     long-lived assets.  Currently, the Company has no long-lived
     assets; therefore, this standard has no effect on the financial
     statements when adopted.
















                                -17-



Item 2.   Management's Plan of Operation.

Forward-Looking Statements

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

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

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

General

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

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

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

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

Material Changes in Results of Operations

For the three months ended March 31, 2003, we incurred a net loss
of $39,234 on revenues of $0. Total expenses for the three-month
period, primarily representing general and administrative
expenses, as well as research and development expenses, were
$39,234, including interest expense of $2,687, compared to
$202,536 for the comparable period last year. We have scaled back
our operations since we did not receive revenues from contracts
we entered into previously. Until such time as we are able to
obtain additional financing, we have taken appropriate measures
to reduce our overhead.

Material Changes in Financial Condition

As of March 31, 2003, we had a working capital deficit of
$265,013, compared to a deficit of $231,433 at December 31, 2002.



                                -18-




For the three months ended March 31, 2003, we experienced a net
decrease in cash of $4,350.  We have cut back our operations to
match our projected available cash. Our ability to implement our
growth strategy is dependent upon expanding current revenues from
sales of our products and services and obtaining additional
financing.

If we are unable to generate sufficient sustainable revenues or
obtain additional financing to meet our financial obligations, we
will have to further reduce our operations, and we will not be
able to continue as a going concern. Our independent accountants
have indicated in their review report, dated May 20, 2003, that
there is substantial doubt about our ability to continue as a
going concern without increased revenues and additional
financing.

For the three months ended March 31, 2003, we used $26,739 in
operating activities, compared to $60,180 used in the comparable
period last year, primarily as a result of our net loss.

For the three months ended March 31, 2003, we used $1,614 in
investing activities, consisting of the purchase of fixed assets.

For the three months ended March 31, 2003, we had net cash
provided by financing activities of $24,003, in the form of a
loan from an officer.

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.

Within 90 days of the filing of this report, management,
including our Chief Executive and Financial Officer, evaluated
the effectiveness of the design of our disclosure controls and
procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934. Based on that evaluation, our
Chief Executive and Financial Officer concluded that our
disclosure controls and procedures are effective.

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





                                -19-




                   PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

     99.1 Statement of the Chief Executive and Financial Officer
          pursuant to 18 U.S.C. Section 1350, as enacted by
          Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K.

     None.




















                                -20-




                           SIGNATURES

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

Dated: May 20, 2003                     MEDIA AND ENTERTAINMENT.COM, INC.


                                   By:  /s/  Benedict L. Paglia
                                        -----------------------
                                        Benedict L. Paglia
                                        Acting Chief Executive
                                        and Financial Officer,
                                        Vice President and
                                        Secretary
                                        (Duly authorized officer
                                        and Principal Financial
                                        Officer)
























                                -21-




                         CERTIFICATIONS

I, Benedict L. Paglia, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Media
and Entertainment.com, Inc.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a) designed such disclosure controls and procedures to
     ensure that material information relating to the registrant,
     including its consolidated subsidiaries, is made known to us
     by others within those entities, particularly during the
     period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's
     disclosure controls and procedures as of a date within 90
     days prior to the filing date of this quarterly report (the
     "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about
     the effectiveness of the disclosure controls and procedures
     based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):

     a) all significant deficiencies in the design or operation
     of internal controls which could adversely affect the
     registrant's ability to record, process, summarize and
     report financial data and have identified for the
     registrant's auditors any material weaknesses in internal
     controls; and

     b) any fraud, whether or not material, that involves
     management or other employees who have a significant role in
     the registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: May 20, 2003                 By:  /s/  Benedict L.Paglia
                                        -----------------------
                                        Benedict L. Paglia
                                        Acting Chief Executive
                                        and Financial Officer,
                                        Vice President and
                                        Secretary
                                        (Principal executive
                                        officer and principal
                                        financial officer)



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                Media and Entertainment.com, Inc.

                 Quarterly Report on Form 10-QSB
                  Quarter Ended March 31, 2003


                          Exhibit Index

Exhibit No.    Description

  99.1    Statement of the Chief Executive and Financial
          Officer pursuant to 18 U.S.C. Section 1350, as enacted
          by Section 906 of the Sarbanes-Oxley Act of 2002.






























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