<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 June 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)

             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 89107
                    (Address of Principal Executive Offices)

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

              500 N. Rainbow Blvd., Suite 300, Las Vegas, NV 89107
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

         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 August 19, 2002, the issuer had 11,699,640 shares of common
stock, $.001 par value, outstanding.





<PAGE>

                        Media and Entertainment.com, Inc.

                                Table of Contents


Part I.  Financial Information.

<TABLE>
<Caption>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
Independent Accountants' Review Report.....................................................ii

Item 1.       Financial Statements .........................................................1

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

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

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

              Statements of Cash Flows for the six months ended
                  June 30, 2002 and 2001....................................................4

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

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

Part II. Other Information

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

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

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

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


August 19, 2002
Henderson, Nevada



                                     -ii-




<PAGE>


Item 1. Financial Statements.

                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                    AS OF JUNE 30, 2002 AND DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                                               6/30/02      12/31/01
                                                                             -----------   ----------
<S>                                                                       <C>            <C>
                                     ASSETS
ASSETS:

    Current assets:
       Cash                                                                  $   237,748   $      597
       Accounts receivable                                                        11,100       -
                                                                             -----------   ----------
         Total current assets                                                    248,848          597

    Fixed assets:
       Computer Equipment                                                         21,744        9,555
       Software                                                                    1,388       -
       Accumulated depreciation                                                   (2,508)        (899)
                                                                             -----------   ----------
         Total fixed assets                                                       20,624        8,656

    Other assets:
       Loan receivable-officer, director & shareholder                            73,500       -
       Loan receivable-related party                                              -            40,000
       Refundable deposits                                                         2,760          710
                                                                             -----------   ----------
         Total other assets                                                       76,260       40,710
                                                                             -----------   ----------
TOTAL ASSETS                                                                 $   345,732   $   49,963
                                                                             ===========   ==========

                             LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:

    Current liabilities:
       Accounts payable                                                      $    15,671   $   7,838
       Accrued expenses                                                            5,665       -
       Loan payable - officer, director & shareholder                            180,323      147,711
                                                                             -----------   ----------
         Total current liabilities                                               201,659      155,549
                                                                             -----------   ----------
TOTAL LIABILITIES                                                                201,659      155,549
                                                                             -----------   ----------

Stockholders' equity:
    Preferred stock, $0.001 par value 5,000,000
         shares authorized, zero shares issued and
         outstanding at 06/30/02 and 12/31/01, respectively                       -            -
    Common stock, $0.001 par value, 20,000,000 shares
         authorized, 10,925,765 and 9,536,750 shares issued and
         outstanding at 06/30/02 and 12/31/01, respectively                       10,925        9,537
    Additional paid-in capital                                                 1,977,933    1,551,427
    Stock subscriptions                                                         (606,931)    (740,720)
    Accumulated (deficit) during development stage                            (1,237,854)    (925,830)
                                                                             -----------   ----------
         Total stockholders' equity                                              144,073     (105,586)
                                                                             -----------   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $   345,732   $   49,963
                                                                             ===========   ==========
</TABLE>



 The accompanying independent accountant's 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 THE SIX AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                        AND YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                                                  UNAUDITED
                                          ---------------------------------------------------------   -----------------
                                                Six months ended              Three months ended        Inception to
                                          ---------------------------   ---------------------------   -----------------
                                            6/30/02        6/30/01        6/30/02           6/30/01     June 30, 2002
                                          ------------   ------------   ------------      ---------   -----------------

<S>                                          <C>            <C>            <C>             <C>         <C>
REVENUE                                   $     13,925   $       --     $       --        $    --      $    13,925

COST OF GOODS SOLD                                --             --             --             --             --
                                          ------------   ------------   ------------      ---------    -----------

GROSS PROFIT                                    13,925           --             --             --           13,925
                                          ------------   ------------   ------------      ---------    -----------

EXPENSES:
    Selling, general and administrative        183,368         35,582         30,075         31,341        612,333
    Selling, general and administrative,
        related party                            2,946         67,813           --             --           88,583
    Depreciation expense                         1,609           --            1,138           --            2,508
                                          ------------   ------------   ------------      ---------    -----------
       Total expenses                          187,923        103,395         31,213         31,341        703,424
                                          ------------   ------------   ------------      ---------    -----------

OPERATING INCOME (LOSS)                       (173,998)      (103,395)       (31,213)       (31,341)      (689,499)
                                          ------------   ------------   ------------      ---------    -----------

OTHER INCOME/(EXPENSES):
    Research and development expense          (132,361)          --          (83,940)        (8,000)      (538,361)
    Interest expense                            (5,665)          --            5,665           --           (9,994)
                                          ------------   ------------   ------------      ---------    -----------
       Total other income/(expenses)          (138,026)          --          (78,275)        (8,000)      (548,355)
                                          ------------   ------------   ------------      ---------    -----------

NET ORDINARY INCOME (LOSS)                   $(312,024)     $(103,395)     $(109,488)      $(39,341)   $(1,237,854)
                                          ------------   ------------   ------------      ---------    -----------

Accumulated Deficit, beginning of period      (925,830)       (94,537)    (1,128,366)      (147,785)          --

Accumulated Deficit, end of period         $(1,237,854)     $(197,932)   $(1,237,854)     $(187,126)   $(1,237,854)
                                          ============   ============   ============      =========    ===========

Basic weighted average number of
    common shares outstanding               17,367,406      4,949,750     17,367,406      4,949,750     17,367,406
                                          ============   ============   ============      =========    ===========

Basic Net Income (Loss) per Share                (0.02)         (0.02)         (0.01)         (0.01)         (0.07)
                                          ============   ============   ============      =========    ===========


</TABLE>

 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-









<PAGE>



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

<TABLE>
<CAPTION>

                                       Common Stock                                                           Total
                                ------------------------    Add'l Paid      Deferred   Accumulated Deficit Stockholders'
                                  Shares          Value     In Capital    Compensation Development Stage      Equity
                                ----------       -------    ----------    ------------ -----------------   -------------

<S>                              <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)
                                ==========       =======    ==========     =========    ===========      =========

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
                                ==========       =======    ==========     =========    ===========       ========


</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-








<PAGE>



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

<TABLE>
<CAPTION>

                                                                            Six months ended
                                                                        ----------------------
                                                                         6/30/02      6/30/01
                                                                        ---------    ---------

<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                                          $(312,024)   $(103,395)
    Depreciation                                                            1,609         --
Adjustments to reconcile net (loss)
to net cash (used) by operations:
    (Increase) decrease in accounts receivable                            (11,100)        --
    (Increase) decrease in deposits                                        (2,050)
    Increase (decrease) in accrued expenses                                 5,665
    Increase (decrease) in accounts payable                                 3,619         --
                                                                        ---------    ---------
Net cash (used) by operating activities                                  (314,281)    (103,395)
                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                               (9,363)        --
    Loan to officer, director & shareholder                               (33,500)        --
                                                                        ---------    ---------
Net cash used by investing activities                                     (42,863)        --
                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                                1,388         --
    Stock subscriptions                                                   133,789       10,806
    Increase in additional paid-in capital                                426,506
    Loans from shareholders                                                32,612         --
                                                                        ---------    ---------
Net cash provided by financing activities                                 594,295       10,806
                                                                        ---------    ---------

NET INCREASE (DECREASE) IN CASH                                           237,151      (92,589)

CASH, BEGINNING OF PERIOD                                                     597       93,938
                                                                        ---------    ---------

CASH, END OF PERIOD                                                     $ 237,748       $1,349
                                                                        =========    =========

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 Statements of Cash Flows.


                                      -4-








<PAGE>



                        MEDIA AND ENTERTAINMENT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               AS OF JUNE 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. Target markets will primarily
         consist of those companies in the motion picture distribution segment.
         Additionally, the Company's service system is designed to improve the
         efficiency and cost effectiveness of advertising, promoting, marketing,
         and ultimately delivering cinematic, video, audio, and published works
         for the business and consumer segments.

         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

                                      -5-







<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Earnings Per Share Calculations
         -------------------------------

         EPS was 17,367,406 and 4,949,750 for the periods ended June 30, 2002
         and 2001, 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 June 30, 2002 and
         2001, the Company had no outstanding securities that could have a
         dilutive effect on the outstanding common stock, respectively.

         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 quarters ended June 30, 2002 and June 30,
         2001 was $1,138 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. Total advertising
         for the quarter ended June 30, 2002 and June 30, 2001 was $1,000 and
         $2,000, respectively.

         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 JUNE 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
         June 30, 2002, the Company had recognized $13,925 of revenues to date
         and had accumulated operating losses of approximately $1,237,854 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. Of the total
         number of shares, all 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.

                                      -7-







<PAGE>



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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

         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.

         March 15, 2002 - The Company issued 120,969 shares to three individuals
         as follows:

                  The Company issued each individual 40,323 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $12,500.

         April 9,2002 - The Company issued 142,645 shares to four individuals as
         follows:

                  The Company issued to an investor 40,323 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $12,500.

                  The Company issued to an investor 40,323 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $12,500.

                  The Company issued to an investor 32,000 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $9,920.

                  The Company issued to an investor 30,000 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $9,300.

         May 9, 2002 - The Company issued 270,000 shares to one individual as
         follows:

                  The Company issued to an investor 270,000 shares of $0.001 par
                  value common stock in exchange for cash in the amount of
                  $81,000.

                                       -8-







<PAGE>



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


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

         June 11, 2002 - The Company issued 855,401 shares to several
         individuals as follows:

                  The Company issued to various individual investors 855,401
                  shares of $0.001 par value common stock in exchange for cash
                  in the amount of $265,174.

         All of these shares were issued pursuant to the 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.

                                      -9-







<PAGE>



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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

         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.

                  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.

                                      -10-







<PAGE>



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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

                  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. 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

                                      -11-







<PAGE>



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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

                  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.

                  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

                                      -12-







<PAGE>



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

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

                  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 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

                                      -13-







<PAGE>



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

NOTE 5 - RELATED PARTY TRANSACTIONS

         The president of the company received $57,500 as a loan. The repayment
         terms of the debt have not been defined as of June 30, 2002.

         As of June 30, 2002, the Company loaned a total of $16,000 to a
         shareholder. The repayment terms of the debt have not been defined
         yet.

         The Company received two loans of $78,219 and $102,103 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 June 30, 2002, the Company accrued
         interest expense of $5,665 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.

         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 proforma 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.

         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. The only asset acquired was in process technology
         for the online broadcast of video. The 1,200,000 shares of common stock
         of the Company were to be issued to the current shareholders of Nexcode
         on a pro-rata basis. The Company entered 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

                                      -14-







<PAGE>



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

NOTE 6 - MATERIAL CONTRACTS/AGREEMENTS (CONTINUED)

         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 June 30, 2001 amounts
          to conform with the June 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

          As of June 30, 2002, the Company expensed to research and development
          $40,000 as part of its acquisition of the assets of Nexcode, Inc.


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.

         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/media company whose
proprietary software, NetDVD Streamshare, enables users to view all types of
video online in full screen format, at very high speed, high quality, and
greatly reduced cost, eliminating 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.

         Media and Entertainment.com is pursuing the commercialization of its
proprietary, software based compression technology, that establishes the new
standard for the streaming, compression, storage and secure transmission of
complex data files of digital information via the Internet.

         This technological advantage gives us the opportunity to either launch
our own stand alone streaming system or join forces with the existing giants in
this space by allowing them to incorporate our proprietary software into their
current delivery systems and sharing in the 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.

Results in Operations

         For the quarter ended June 30, 2002, we incurred a net loss of $109,488
on no revenues. Total expenses, comprised primarily of general and
administrative expenses, as well as research

                                      -16-




<PAGE>



and development expenses, were $109,488 including interest expenses of $5,665,
during the period ended June 30, 2002, compared to $39,341 of general and
administrative expenses for the year ago period. We expect these expenses to
increase as we implement our business plan and begin our planned principal
operations.

         For the six months ended June 30, 2002, we incurred a net loss of
$312,024 on revenues of $13,925. Total expenses, comprised primarily of general
and administrative expenses, as well as research and development expenses, were
$325,949 including interest expenses of $5,665, during the six months ended June
30, 2002, compared to $103,395 of general and administrative expenses for the
year ago six month period.

Liquidity

         For the six months ended June 30, 2002, we experienced a net increase
in cash of $237,151. Our management anticipates that we will experience future
negative cash flows for at least approximately the next twelve to eighteen
months. We do not believe that our current financial resources will be
sufficient to sustain our business for the period through December 31, 2002. Our
ability to continue as a going concern is dependent on our ability to obtain
additional equity an/or debit financing to fund our operations, as well as to
generating revenues from sales of our products and services. In the event we are
unable to generate sufficient sustainable revenues to meet our financial
obligations, we will have to cease or curtail our operations.

         Our management believes that our cash on hand as of June 30, 2002, will
only carry us through the next 75 days. We will need at least $500,000 to
continue operations through the fiscal year ending December 31, 2002. Further,
in order to execute our growth strategy and potentially become profitable, we
need to secure additional debt or equity funding. We hope to be able to raise
additional funds from a private placement of our stock in the future. However,
this offering may not occur, or if it occurs, may not raise the required
funding. There are no agreements, arrangements or understandings with any party
for such financing.

         Our ability to continue as a going concern is dependent on our ability
to raise funds to implement our planned development; however we may not be able
to raise sufficient funds to do so. Our independent auditors have indicated in
their audit report dated August 14, 2002, that there is substantial doubt about
our ability to continue as a going concern over the next twelve months. Our poor
financial condition could inhibit our ability to achieve our business plan.

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 advertising 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 cannot assure you that we will be able to compete successfully or
that the competitive pressures we may face will not have an adverse effect on
our business, results of operations and financial condition. Additionally,
intensified competition could force us out of business. If we require more
capital, we may be required to raise additional capital via a public or private
offering of equity 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.

                           PART II - OTHER INFORMATION

Item 2. Changes In Securities.

         On March 14 and 15, 2002, we sold an aggregate of 161,292 shares of
common stock to several accredited investors at a price of $.31 per share, for
aggregate proceeds of $50,000. 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.

         From April 12 through June 20, 2002, we sold an aggregate of 1,240,759
shares of common stock to several accredited investors at a price of $.31 per
share, for aggregate proceeds of $424,394. 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.

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

    (a)  Exhibits.

         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.

    (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: August 19, 2002            By:  /s/ Jon Jannotta
                                      ------------------------------
                                           Jon Jannotta
                                           Executive Vice President

                                       -19-



                       STATEMENT OF DIFFERENCES

The section symbol shall be expressed as....................................'SS'