<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934.

For the quarterly period ended September 30, 2002

                                       OR

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934.

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)

<TABLE>
<S>                                                     <C>
                   Nevada                                   52-2236253
        (State or Other Jurisdiction                     (I.R.S. Employer
      of Incorporation or Organization)                 Identification No.)
</TABLE>

            10120 S. Eastern Avenue, Suite 200, Las Vegas, NV 89052
                    (Address of Principal Executive Offices)

                               (818) 562-8282
             (Registrant's Telephone Number, Including Area Code)

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

         As of November 13, 2002, the issuer had 14,772,750 shares of common
stock, $.001 par value, outstanding.








<PAGE>



                        Media and Entertainment.com, Inc.

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
PART I.       Financial Information.

Independent Accountants' Review Report..................................................................ii

Item 1.       Financial Statements

              Balance Sheets as of September 30, 2002 and
              December 31, 2001..........................................................................1

              Statements of Operations and Accumulated Deficit
              for the nine and three months ended September 30,
              2002 and 2001..............................................................................2

              Statements of Changes in Stockholders' Equity
              (Deficit) from inception to September 30, 2002.............................................3

              Statements of Cash Flows for the nine months
              ended September 30, 2002 and 2001..........................................................4

              Notes to Financial Statements..............................................................5

Item 2.       Management's Plan of Operation............................................................16

Item 3.       Controls and Procedures...................................................................18

PART II.      Other Information.

Item 2.       Changes in Securities.....................................................................18

Item 6.       Exhibits and Reports on Form 8-K..........................................................18

Signatures    ..........................................................................................19

Certifications..........................................................................................20

</TABLE>


                                       i




<PAGE>


                     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 September 30,
2002, and the related statements of operations and accumulated deficit, changes
in stockholders' equity and cash flows for the three months and nine months
ended September 30, 2002 and 2001 and for the period April 27, 2000 (Inception
date) to September 30, 2002, 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 September 30, 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.

November 12, 2002
Henderson, Nevada

                                       ii






<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                       AS OF SEPTEMBER 30, 2002 AND 2001

Item 1. Financial Statements

<TABLE>
<CAPTION>

                                                                    Unaudited       Audited
                                                                   -----------    -----------
                                                                     9/30/02        12/31/01
                                                                   -----------    -----------
<S>                                                                <C>            <C>
                                     ASSETS
ASSETS:

    Current assets:
       Cash                                                        $     2,373     $      597
       Accounts receivable                                               8,330           --
                                                                   -----------     ----------
         Total current assets                                           10,703            597
                                                                   -----------     ----------

    Fixed assets:
       Computer Equipment                                               97,927          9,555
       Software                                                          1,388           --
       Less: Accumulated depreciation                                   (7,033)          (899)
                                                                   -----------     ----------
         Total fixed assets                                             92,282          8,656
                                                                   -----------     ----------

    Other assets:
       Officer's salary advance                                         67,000         40,000
       Refundable deposits                                               2,760            710
                                                                   -----------     ----------
         Total other assets                                             69,760         40,710
                                                                   -----------     ----------

TOTAL ASSETS                                                       $   172,745     $   49,963
                                                                   ===========     ==========

                            LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

    Current liabilities:
       Accounts payable                                            $    71,968     $    7,838
       Payroll tax liabilities                                          10,553           --
       Accrued expenses                                                  7,224           --
       Loans payable - officer, director & shareholder                 131,823        147,711
                                                                   -----------     ----------
         Total current liabilities                                     221,568        155,549
                                                                   -----------     ----------

TOTAL LIABILITIES                                                      221,568        155,549
                                                                   -----------     ----------

Stockholders' equity:
    Convertible preferred stock, $0.001 par value 5,000,000
         shares authorized, 100 and zero shares issued and
         outstanding at 09/30/02 and 12/31/01, respectively               --             --
    Additional paid-in capital - Convertible preferred stock             8,571           --
    Paid-in capital - Stock warrants                                     1,429           --
    Common stock, $0.001 par value, 20,000,000 shares
         authorized, 11,075,765 and 9,536,750 shares issued and
         outstanding at 09/30/02 and 12/31/01, respectively             11,075          9,537
    Additional paid-in capital - Common stock                        2,024,283      1,551,427
    Stock subscriptions                                               (303,465)      (740,720)
    Accumulated (deficit) during development stage                  (1,790,716)      (925,830)
                                                                   -----------     ----------
         Total stockholders' equity                                    (48,823)      (105,586)
                                                                   -----------     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   172,745     $   49,963
                                                                   ===========     ==========

</TABLE>

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



                                      -1-






<PAGE>

                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
          FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                         UNAUDITED
                                           -----------------------------------------------------------------------
                                               Three months ended           Nine months ended        Inception to
                                           -------------------------    -------------------------   --------------
                                             9/30/02        9/30/01       9/30/02        9/30/01       9/30/02
                                           -----------    ----------    -----------    ----------    -----------
<S>                                        <C>            <C>           <C>            <C>           <C>
REVENUE                                    $     3,626    $   65,529    $    17,551    $   65,529    $    17,551

COST OF GOODS SOLD                                --          27,532           --          27,532           --
                                           -----------    ----------    -----------    ----------    -----------

GROSS PROFIT                                     3,626        37,997         17,551        37,997         17,551
                                           -----------    ----------    -----------    ----------    -----------

EXPENSES:
    Selling, general and administrative        129,277       107,169        312,644       174,063        810,586
    Selling, general and administrative,
        related party                          372,443        31,312        375,389        67,813        392,049
    Depreciation expense                         4,525           916          6,135           916          7,034
                                           -----------    ----------    -----------    ----------    -----------
       Total expenses                          506,245       139,397        694,168       242,792      1,209,669
                                           -----------    ----------    -----------    ----------    -----------

OPERATING INCOME (LOSS)                       (502,619)     (101,400)      (676,617)     (204,795)    (1,192,118)
                                           -----------    ----------    -----------    ----------    -----------
OTHER INCOME/(EXPENSES):
    Research and development expense           (48,830)     (401,589)      (181,191)     (401,589)      (587,191)
    Interest expense                            (1,559)         --           (7,224)         --          (11,553)
    Interest Income                                146          --              146                          146
                                           -----------    ----------    -----------    ----------    -----------
       Total other income/(expenses)           (50,243)     (401,589)      (188,269)     (401,589)      (598,598)
                                           -----------    ----------    -----------    ----------    -----------

NET ORDINARY INCOME (LOSS)                 $  (552,862)   $ (502,989)   $  (864,886)   $ (606,384)   $(1,790,716)
                                           -----------    ----------    -----------    ----------    -----------

Accumulated Deficit, beginning of period    (1,237,854)     (197,932)      (925,830)      (94,537)          --

Accumulated Deficit, end of period         $(1,790,716)   $ (700,921)   $(1,790,716)   $ (700,921)   $(1,790,716)
                                           ===========    ==========    ===========    ==========    ===========

Basic weighted average number of
    common shares outstanding               10,254,734     5,844,315     11,074,135     5,844,315     11,074,135
                                           ===========    ==========    ===========    ==========    ===========

Basic Net Income (Loss) per Share                (0.05)        (0.09)         (0.08)        (0.10)         (0.16)
                                           ===========    ==========    ===========    ==========    ===========
</TABLE>

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



                                      -2-





<PAGE>

                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      FROM INCEPTION TO SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                  Convertible                         Paid-in
                                Preferred Stock     Add'l Paid-in     Capital -            Common Stock
                                ---------------  Capital-Convertible   Stock        -------------------------
                                Shares    Value   preferred stock     warrants       Shares             Value
                                ------    -----   ---------------  --------------    ------             -----
<S>                               <C>       <C>         <C>            <C>          <C>               <C>
Issued for cash
August 31, 2000                    --       $--         $ --        $    --         3,250,000         $ 3,250

Issued for cash
November 10, 2000                  --        --           --             --         1,699,750           1,700

Accumulated deficit
December 31, 2000                  --        --           --             --              --              --
                                   ---      ---         ------         ------      ----------         -------

Balance at December 31, 2000       --       $--         $ --           $ --         4,949,750         $ 4,950
                                   ===      ===         ======         ======      ==========         =======

Issued for services
June 1, 2001                       --        --           --             --            52,000              52
June 7, 2001                       --        --           --             --           455,000             455
July 31, 2001                      --        --           --             --           200,000             200
August 1, 2001                     --        --           --             --           100,000             100
August 8, 2001                     --        --           --             --           100,000             100
August 20, 2001                    --        --           --             --           500,000             500
August 23, 2001                    --        --           --             --           200,000             200
September 5, 2001                  --        --           --             --            50,000              50
September 11, 2001                 --        --           --             --           200,000             200
October 15, 2001                   --        --           --             --            50,000              50
December 20, 2001                  --        --           --             --            50,000              50

Issued for stock awards
July 31, 2001                      --        --           --             --           920,000             920

Nexcode acquisition
August 6, 2001                     --        --           --             --         1,200,000           1,200

Issued for stock awards
October 5, 2001                    --        --           --             --           500,000             500

Issued for stock awards
October 25, 2001                   --        --           --             --            10,000              10

Future services received
December 31, 2001                  --        --              0              0            --              --

Net income (loss)
December 31, 2001                                         --             --              --              --
                                   ---      ---         ------         ------      ----------         -------

Balance at December 31, 2001       --       $--         $ --           $ --         9,536,750         $ 9,537
                                   ===      ===         ======         ======      ==========         =======

Issued for cash
March 31, 2002                     --        --           --             --           120,969             120

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

Net income (loss)
March 31, 2002                     --        --           --             --              --              --
                                   ---      ---         ------         ------      ----------         -------

Balance at March 31, 2002          --       $--         $ --           $ --         9,657,719         $ 9,657
                                   ===      ===         ======         ======      ==========         =======

Issued for cash
April 9, 2002                      --        --           --             --           142,645             143

Issued for cash
May 9, 2002                        --        --           --             --           270,000             270

Issued for cash
June 9, 2002                       --        --           --             --           855,401             855

Net income (loss)
June 30, 2002                      --        --           --             --              --              --
                                   ---      ---         ------         ------      ----------         -------

Balance at June 30, 2002           --       $--         $ --           $ --        10,925,765         $10,925
                                   ===      ===         ======         ======      ==========         =======

Issued for cash
July 1, 2002                       --        --           --             --           150,000             150

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

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

Net income (loss)
September 30, 2002                 --        --           --             --              --              --
                                   ---      ---         ------         ------      ----------         -------

Balance at September 30, 2002      100      $--         $8,571         $1,429      11,075,765         $11,075
                                   ===      ===         ======         ======      ==========         =======




<CAPTION>
                                     Add'l Paid                                              Total
                                     In Capital       Deferred       Accumulated Deficit  Stockholders'
                                    Common stock     Compensation     Development Stage      Equity
                                    ------------     ------------     -----------------      ------
<S>                                 <C>              <C>              <C>                <C>
Issued for cash
August 31, 2000                     $    5,250        $    --         $      --           $   8,500

Issued for cash
November 10, 2000                      168,275             --                --             169,975

Accumulated deficit
December 31, 2000                         --               --             (94,537)          (94,537)
                                    ----------        ---------       -----------         ---------
Balance at December 31, 2000        $  173,525        $    --         $   (94,537)        $  83,938
                                    ==========        =========       ===========         =========
Issued for services
June 1, 2001                             5,148           (5,200)             --                --
June 7, 2001                           129,220         (129,675)             --                --
July 31, 2001                           59,800          (60,000)             --                --
August 1, 2001                          29,900          (30,000)             --                --
August 8, 2001                          29,900          (30,000)             --                --
August 20, 2001                        124,500         (125,000)             --                --
August 23, 2001                         49,800          (50,000)             --                --
September 5, 2001                       14,172          (14,222)             --                --
September 11, 2001                      56,692          (56,892)             --                --
October 15, 2001                        17,450          (17,500)             --                --
December 20, 2001                       20,950          (21,000)             --                --
Issued for stock awards
July 31, 2001                          275,080         (276,000)
                                    ----------        ---------       -----------         ---------
Nexcode acquisition
August 6, 2001                         404,800             --                --             406,000

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

Issued for stock awards
October 25, 2001                         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        $1,551,427        $(740,720)      $  (925,830)        $(105,586)
                                    ==========        =========       ===========         =========

Issued for cash
March 31, 2002                          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           $1,588,807        $(606,931)      $(1,128,366)        $(136,833)
                                    ==========        =========       ===========          ========

Issued for cash
April 9, 2002                           44,077             --                --              44,220

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

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

Net income (loss)
June 30, 2002                             --               --            (109,488)         (109,488)
                                    ----------        ---------       -----------          --------
Balance at June 30, 2002            $1,977,933        $(606,931)      $(1,237,854)         $144,073
                                    ==========        =========       ===========          ========

Issued for cash
July 1, 2002                            46,350             --                --              46,500

Issued for cash
September 19, 2002                        --               --                --              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 30, 2002       $2,024,283        $(303,465)      $(1,790,716)         $(48,823)
                                    ==========        =========       ===========          ========
</TABLE>

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


                                      -3-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                                           Nine months ended
                                                        -----------------------
                                                         9/30/02      9/30/01
                                                        ---------     ---------
<S>                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                          $(864,886)    $(606,384)
    Depreciation                                            6,134           916
    Stock subscription amortization                       437,254
Adjustments to reconcile net (loss)
to net cash (used) by operations:
    (Increase) decrease in accounts receivable             (8,330)        3,414
    (Increase) decrease in deposits                        (2,050)         --
    Increase (decrease) in accrued expenses                 7,224        24,609
    Increase (decrease) in development expenses              --         401,589
    Increase (decrease) in accounts payable                59,916        (2,000)
    Increase (decrease) in payroll liabilities             10,553          --
                                                        ---------     ---------
Net cash (used) by operating activities                  (354,185)     (177,856)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                              (85,545)         --
    Officer's salary advance                              (27,000)       44,500
                                                        ---------     ---------
Net cash used by investing activities                    (112,545)       44,500
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                1,554        76,611
    Increase in additional paid-in capital                482,841            76
    Loans from shareholders                               (15,889)         --
    Advances to shareholders                                 --         (30,265)
                                                        ---------     ---------
Net cash provided by financing activities                 468,506        46,422
                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH                             1,776       (86,934)

CASH, BEGINNING OF PERIOD                                     597       124,340
                                                        ---------     ---------

CASH, END OF PERIOD                                        $2,373       $37,406
                                                        =========     =========

SUPPLEMENTARY INFORMATION:
    Interest paid                                       $    --       $    --
                                                        =========     =========
    Income taxes paid                                   $    --       $    --
                                                        =========     =========
</TABLE>

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


                                      -4-





<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF SEPTEMBER 30 2002


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. The Company has
         been organized for the primary purpose of offering full spectrum media
         advertising, media management, communications technologies, and related
         services to the entertainment industry. 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. We
         believe based on our knowledge of the industry that our 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 to 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.

         Summary of Non-Cash Transactions

         There was a non-cash transaction, which is discussed in detail in Note
         8.

         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.

         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 The weighted average
         number of common shares outstanding was 11,074,135 and 5,844,315 for
         the periods ended September 30, 2002 and 2001, respectively. Diluted
         EPS reflects the potential




                                      -5-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


         dilution that could occur if securities or other contracts to issue
         common stock were exercised or converted into common stock. As of
         September 30, 2002 and 2001, the Company had no outstanding securities
         that could have a dilutive effect on the outstanding common stock. The
         stock issuance of September 18, 2002 was considered anti-dilutive for
         the purpose of computing the earnings per share because the conversion
         price exceeds the market value of the Company's 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:

<TABLE>
                <S>                                        <C>
                 Computer Equipment                         5 Years

                 Software                                   3 Years
</TABLE>

         Depreciation expense for the quarters ended September 30, 2002 and
         September 30, 2001 was $4,525 and $0, 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 September 30, 2002 and
         September 30, 2001.

         Revenue Recognition

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



                                      -6-






<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002


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
         September 30, 2002, the Company had recognized $17,551 of revenues to
         date and had accumulated operating losses of approximately $1,790,716
         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.

         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 agreements to perform 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.





                                      -7-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

         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 20, 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.

         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. For the purpose of
                  computing the earnings per share, these shares were considered
                  anti-dilutive because the conversion price exceeds the market
                  value of the Company's common stock. Therefore, no diluted EPS
                  was calculated.

         All shares issued since March 14, 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 agreements to perform 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.



                                      -8-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

                  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 agreements to perform 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 agreements to perform
         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 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.





                                      -9-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)


                  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 agreements to perform
         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 agreements to perform
         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 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





                                      -10-





<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)


                  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.

                  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.



                                      -11-





<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

                  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.

                  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




                                      -12-





<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002



NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)



                  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.

         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

         Officers' salaries of $68,977 were included in general and
         administrative expenses, related party, as of September 30, 2002.

         As of September 30, 2002, the Company had a salary advance to the
         president of the company in the amount of $67,000. This advance
         occurred prior to the passing of the Sarbanes-Oxley Act of 2002.

         The Company received two loans of $44,719 and $87,103 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 September 30, 2002, the Company
         accrued interest expense of $7,224 related to these notes.

         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 July 30, 2001, the Company executed an asset purchase agreement with
         Matthews Affiliated Productions (Matthews) whereby the Company
         purchased all of the assets of Matthews in exchange for 100,000 shares
         of $0.001 par value common stock. In addition, the Company entered into
         an employment agreement with the current president of Matthews that was
         to include a base salary of $60,000 and stock options based upon the
         performance of Matthews with a maximum of 100,000 shares of $0.001 par
         value common stock.





                                      -13-





<PAGE>


                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002

NOTE 6 - MATERIAL CONTRACTS/AGREEMENTS (CONTINUED)


         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.

         On February 28, 2002 the Company agreed to terminate and rescind,
         effective as of December 31, 2001, the July 30, 2001, asset purchase
         agreement with Matthews. Since the date of acquisition, Matthews did
         not have significant operating activity. In addition, the assets being
         disposed are not significant to the total assets of the Company and as
         a result pro forma information regarding such disposal is not being
         presented. The effects of the termination are presented as of the
         effective date of the termination and in the Company's financial
         statements as of and for the year ended December 31, 2001.

NOTE 7 - RECLASSIFICATIONS

          Certain reclassifications have been made to the September 30, 2001
          amounts to conform with the September 30, 2002 financial statements
          presentation. These reclassifications had no effect on net earnings.
          Other reclassifications have been made to describe the accounts more
          appropriately.

NOTE 8 - SUMMARY OF NON-CASH TRANSACTIONS

          At September 30, 2002, the Company amortized $303,466 of stock
          subscriptions which is included as part of the general and
          administrative expenses, related party.

NOTE 9 - 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.




                                      -14-





<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             AS OF SEPTEMBER 30 2002

NOTE 9 - RECENT PRONOUNCEMENTS (CONTINUED)


         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 not effect on the
         financial statements when adopted.





                                      -15-









<PAGE>


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 a technology and media company. We
believe that our proprietary software, NetDVD Streamshare, establishes a new
standard for the streaming, compression, storage and secure transmission of
complex data files of digital information via the Internet. NetDVD Streamshare
enables Internet users to view all types of video online in full screen format,
at very high speed, high quality, and greatly reduced cost, reducing the need
for expensive high-speed connections. The technology makes it possible to
produce highly scalable, fault tolerant, fully integrated streaming of scheduled
and live video over 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 existing media companies by allowing them to incorporate our
proprietary 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 quarter ended September 30, 2002, we incurred a net loss of
$552,862 on revenues of $3,626. Total expenses, primarily representing general
and administrative expenses, as well as research and development expenses, were
$556,488, during the quarter ended September 30, 2002, compared to $540,986 for
the same quarter last year. Of the $556,488 total expenses, $303,465 comprised
services rendered to the Company in exchange for restricted stock.

         For the nine months ended September 30, 2002, we incurred a net loss of
$864,886 on revenues of $17,551. Total expenses, primarily representing general
and administrative expenses, as well as




                                      -16-





<PAGE>

research and development expenses, were $875,213 including interest expenses of
$7,224, during the nine months ended September 30, 2002, compared to $644,381 of
general and administrative expenses for the same period last year.

Material Changes in Financial Condition

         As of September 30, 2002, we had a working capital deficit of $210,865,
as compared with a deficit of $154,952 at December 31, 2001. Subsequent to
September 30, 2002, we raised $50,000 gross proceeds in a private placement of
equity securities.

         For the nine months ended September 30, 2002, we experienced a net
decrease in cash of $235,375. We believe we have sufficient operating capital to
fund our operations through December 31, 2002. We have slowed our growth rate 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. We are raising additional funds
through an ongoing private placement. Although we have raised the minimum amount
required by this private placement, we may not raise sufficient funds to satisfy
all of our financial obligations and future growth plans beyond December 31,
2002.

         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 auditors have indicated in their report, dated November 12,
2002, that there is substantial doubt about our ability to continue as a going
concern over the next twelve months without increased revenues or additional
financing.

         For the nine months ended September 30, 2002, we used $354,185 in
operating activities as compared with $177,856 used in the comparable period
last year. The amount used during the nine months ended September 30, 2002,
consisted primarily of our net loss of $864,886 offset, in part, by a stock
subscription of $437,254 and an increase in accounts payable of $59,916. Last
year's net loss of $606,384 was offset, in part, by a $401,589 increase in
development expenses.

         For the nine months ended September 30, 2002, we used $112,545 in
investing activities, consisting of the purchase of fixed assets and salary
advances to an officer, compared with $44,500 of salary advances to an officer
in the comparable period last year.

         For the nine months ended September 30, 2002, we had net cash provided
by financing activities of $468,506 primarily from sales of securities, as
compared with $46,422 in the comparable period last year.

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. We may hire additional sales
people in the near future. We expect these sales people to receive salary and
compensation in the form of commissions, to minimize the operating capital
requirements of the Company. As we generate revenue from our activities, we may
elect to hire salaried or hourly employees to operate certain aspects of our
business.





                                      -17-





<PAGE>


         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 the
Chief Executive Officer and Chief 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, the Chief Executive Officer and the Chief 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.

                           PART II - OTHER INFORMATION

Item 2. Changes In Securities.

         On July 1, 2002, we sold 150,000 shares of common stock to an
accredited investor at a price of $.31 per share, for proceeds of $46,500. The
shares were sold without an underwriter, and we paid no commissions. The
issuance and sale of these securities was exempt from the registration
requirements of the Securities Act under Section 4(2) and Rule 506 of
Regulation D.

         On September 30, 2002, we sold 10 units to an accredited investor at a
price of $1,000 per unit, for proceeds of $10,000. Each unit consists of 100
shares of Series A Convertible Preferred Stock, initially convertible into 1,667
shares of common stock, and Class A Common Stock Purchase Warrants to purchase
278 shares of common stock at an exercise price of $2.50 per share. The
securities were sold without an underwriter, and we paid no commissions. The
issuance and sale of these securities was exempt from the registration
requirements of the Securities Act under Section 4(2) and Rule 506 of
Regulation D.

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

(a) Exhibits.

<TABLE>
<S>            <C>
Exhibit 99.1   Certification of the Chief Executive Officer pursuant to 18
               U.S.C. Section 1350, as enacted by Section 906 of the
               Sarbanes-Oxley Act of 2002.

Exhibit 99.2   Certification of the Chief Financial Officer pursuant to 18
               U.S.C. Section 1350, as enacted by Section 906 of the
               Sarbanes-Oxley Act of 2002.
</TABLE>

(b) Reports on Form 8-K.

    None.





                                      -18-





<PAGE>



                                   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.


                                            MEDIA AND ENTERTAINMENT.COM, INC.


Dated: November 14, 2002                    /s/ Roger Paglia
                                            ------------------------------------
                                            Roger Paglia
                                            Chief Executive Officer



Dated: November 14, 2002                    /s/ Jon J. Jannotta
                                            ------------------------------------
                                            Jon J. Jannotta
                                            Chief Financial Officer





                                      -19-





<PAGE>

                                 CERTIFICATIONS

         I, Roger 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: November 14, 2002           /s/ Roger Paglia
                                  ---------------------------------------------
                                  Roger Paglia
                                  Chief Executive Officer



                                      -20-







<PAGE>


                                 CERTIFICATIONS

         I, Jon J. Jannotta, 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: November 14, 2002          Jon J. Jannotta
                                 ----------------------------------------------
                                 Jon J. Jannotta
                                 Chief Financial Officer





                                      -21-