UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                             FORM 10-QSB/A #5

                                (Mark One)
                     [X] QUARTERLY REPORT PURSUANT TO
                        SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended: September 30, 2001
                                    Or
                     [ ] TRANSITION REPORT PURSUANT TO
                        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 registrant as specified in its charter)


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


500 North Rainbow Blvd., Suite 300          89107
(Address of principal executive          (Zip Code)
           offices)


                         (702) 221-1935
      (Registrant's telephone number, including
                         area code)



                                    N/A
      (Former name, former address and former fiscal year, if changed
                            since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 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 the past 90 days.
                              Yes [X] No [ ]

       APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                     DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
                                 8,974,750



PAGE-1-



                     MEDIA AND ENTERTAINMENT.COM, INC.
                       (A Development Stage Company)


                         Table of Contents

Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  Independent Accountant's Review Report              5
  Balance Sheet                                       6
  Statement of Operations                             7
  Statement of Cash Flows                             8
  Notes to Financial Statements                       9

Item 2. Management's Discussion and Plan of Operation

PART II - OTHER INFORMATION

Item 5. Other Information

   Acquisition of Assets
   Financial Statements

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES






PAGE-2-







                     Media and Entertainment.com, Inc.
                       (A Development Stage Company)

                               Balance Sheet
                                   as of
                            September 30, 2001
                                    and
                             December 31, 2000

                                    and

                         Statements of Operations
for the Three Months and Nine Months Ending September 30, 2001 and 2000,
and For the Period April 27, 2000 (Inception) to September 30, 2001

and

Cash Flows for the Nine Months Ending September 30, 2001 and 2000, and For
the Period April 27, 2000 (Inception) to September 30, 2001



PAGE-3-



                         TABLE OF CONTENTS






Page

Independent Accountant's Review Report           1

Balance Sheet                                    2

Statement of Operations                          3

Statement of Cash Flows                          4

Footnotes                                        5










PAGE-4-



G. BRAD BECKSTEAD
Certified Public Accountant
                                                330 E. Warm Springs
                                                Las Vegas, NV 89119
                                                702.528.1984
                                                425.928.2877 (efax)




                  INDEPENDENT ACCOUNTANT'S REVIEW REPORT

Board of Directors
Media and Entertainment.com, Inc.
(a Development Stage Company)
Las Vegas, NV

I have reviewed the Balance Sheets of Media and Entertainment.com, Inc. (a
Nevada corporation) (a development stage company) as of September 30, 2001
and the related statements of operations for the three-months and nine-
months ended September 30, 2001 and 2000 and for the period April 27, 2000
(Inception) to September 30, 2001, and statements of cash flows for the
nine-month period ending September 30, 2001 and 2000 and for the period
April 27, 2000 (Inception) to September 30, 2001. These financial
statements are the responsibility of the Company's management.

I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Media and Entertainment.com, Inc. (a
development stage company) as of December 31, 2000, and the related
statements of operations, stockholders' equity, and cash flows for the year
then ended (not presented herein) and in my report dated February 27, 2001,
I expressed an unqualified opinion on those financial statements.



/s/G. Brad Beckstead,
CPA

November 14, 2001





PAGE-5-F1



                      PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements

                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
                               Balance Sheet


                                         (unaudited)
                                          September
                                             30,       December 31,
                                            2001           2000

Assets

Current assets:
Cash                                         $ 37,406    $ 106,946
Marketable securities                           9,263       11,085
Loan receivable - related party                     -        4,300
Accounts receivable                            37,060       11,164
Deposits                                        3,173            -
Total current assets                           86,902      133,495

Fixed assets, net                               2,518        4,350

                                             $ 89,420    $ 137,845

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                             $ 11,867     $ 10,000
Payroll liabilities                               131            -
Wages payable                                  29,500            -
Loan payable - officer, director &             44,500            -
shareholder
Total current liabilities                      85,998       10,000

Stockholders' Equity:
     Preferred stock, $0.001 par value,
5,000,000
        shares authorized, zero shares
issued and
        outstanding
-            -
     Common stock, $0.001 par value,
20,000,000 shares
        authorized, 8,974,750 and
4,949,750 shares issued and
        outstanding at 9/30/01 and
12/31/00, respectively                          8,975        4,950
     Additional paid-in capital             1,429,779      173,525
     Subscriptions receivable                 (59,747)           -
     Deferred compensation                   (674,664)           -
    (Deficit) accumulated during             (700,921)     (50,630)
development stage

Total stockholders equity                       3,422      127,845


                                             $ 89,420    $ 137,845




The accompanying Notes are an integral part of these financial statements.



PAGE-6-F2



                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
                          Statement of Operations
                                (unaudited)
For the Three Months and Nine Months Ending September 30, 2001 and 2000
and For the Period April 27, 2000 (Inception) to September 30, 2001



                                                           April 27, 2000
                                                            (inception)
                                                                 to
                                                              September
                                                                 30,
                                                                2001
                          Three Months     Nine Months
                             Ending           Ending
                         September 30,    September 30,

                           2001     2000     2001    2000
                        -------   ------   ------   -----     ---------
-------

Revenue                 $65,529       $-  $65,529      $-      $65,529

Cost of goods sold       27,532        -   27,532       -       27,532

Gross profit             37,997        -   37,997       -       37,997

 Expenses:
     General and        107,169   46,282  174,063  52,994      237,288
 administrative expenses
     Research and       401,589        -  401,589       -      401,589
Development expense
     General and         31,312        -   67,813       -       99,125
 administrative expenses
      - related party
     Depreciation           916        -      916       -          916
          Total         540,986   46,282  644,381  52,994      738,918
 expenses




Net (loss) $(502,989) $(46,282) $(606,384) $(52,994) $(700,921)

Weighted average number
of
common shares 5,844,315 3,804,266 5,844,315 3,583,284 4,705,022 outstanding

Net (loss) per share $ $ $ $ $
(0.09) - (0.10) - (0.15)

The accompanying Notes are an integral part of these financial statements.



PAGE-7-F3



                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
                          Statement of Cash Flows
                                (unaudited)
For the Nine Months Ending September 30, 2001 and 2000 and For the Period
April 27, 2000 (Inception) to September 30, 2001



                                                          April
                                                        27, 2000
                                  Nine Months Ending   (Inception)
                                     September 30,         to
                                                        September
                                                           30,
                                    2001       2000
2001
Cash flows from operating         --------   ---------  ----------
activities
Net (loss)                       $(606,384)   $(52,994)  $(700,921)

Depreciation                           916           -         916
Stock issued for services           76,611           -      76,611
Stock based research and
Development expenses               401,589           -     401,589
Adjustments to reconcile net
(loss)
to net cash (used) by
operations:
Decrease in accounts receivable     3,414            -       3,414

Increase (decrease) in accounts payable (2,000) 45,000       8,000
Increase (decrease) in payroll      (4,891)          -      (4,891)
liabilities
Increase in wages payable           29,500           -      29,500
Increase in loan from related       44,500           -      44,500
party
Net cash (used) by operating       (56,745)    (7,994)    (141,282)
activities


Cash flows from financing
activities
Cash received in acquisition            76          -           76
Advances to shareholders, net      (30,265)         -      (30,265)
Issuance of common stock                 -      4,950        4,950
     Additional paid-in capital          -    173,525      173,525
Net cash provided by financing     (30,189)   178,475      148,286
activities

Net (decrease) increase in cash    (86,934)   170,481        7,004

Cash - beginning                   124,340          -       30,402
Cash - ending                      $37,406   $170,481      $37,406


Supplemental disclosure:
     Interest paid                       $          $            $
                                         -          -            -
     Income taxes paid                   $          $            $
                                         -          -            -





Non-cash transactions:
Number of shares issued in asset acquisition    1,300,000      -   1,300,000
Number of shares issued for services            2,725,000      -   2,725,000

The accompanying Notes are an integral part of these financial statements.



PAGE-8-F4



                     Media and Entertainment.com, Inc.
                       (A Development Stage Company)
                       Notes to Financial Statements

Note 1 - Basis of presentation and Significant Accounting Policies

The interim financial statements included herein, presented in accordance
with accounting principles generally accepted in the United States of
America and stated in US dollars, have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management are necessary for fair
presentation of the information contained therein. It is suggested that
these interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2000
and notes thereto included in the Company's Form 10-KSB annual report and
the Form 8-K current report filed in connection with the business
combination with Matthews Affiliated Productions.  The Company follows the
same accounting policies in the preparation of interim reports.

Revenue Recognition

Revenues are recognized as services are provided

Note 2 - 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 at September 30, 2001,
the Company has recognized revenue in the amount of $65,529 to date and has
accumulated operating losses of approximately $700,921 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 3 - Stockholders' equity

Stock issued for services

During the nine months ended September 30, 2001, the Company engaged
various consultants, employees and officers to provide management services
to the Company as needed.  Pursuant to terms of these agreements, the
Company issued shares of its common stock as follows:

     During the three months ended June 30, 2001, the Company issued
     455,000 shares of the common stock, to consultants, having a market
     value of approximately $129,675 (based on the trading price of $0.29
     per share at issuance).  This amount is being amortized over 12
     months, the life of the agreements.  Amounts included in expense were
     $32,418 and $43,224 for the three months and nine months ended
     September 30, 2001, respectively.  At September 30, 2001, the
     unamortized amount of $86,451 was included in the accompanying balance
     sheet as "Deferred compensation."

     During the three months ended September 30, 2001, the Company issued
     2,270,000 shares of the common stock, to consultants, employees and
     officers, having a market value of approximately $621,600 (based on
     trading prices of between $0.25 and $0.30 of the shares at issuances).
     This amount is being amortized over 12 to 36 months, the lives of the
     agreements.  Amounts included in expense were $33,387 for the three
     months and nine months ended September 30, 2001, respectively.  At
     September 30, 2001, the unamortized amount of $588,213 was included in
     the accompanying balance sheet as "Deferred compensation."

Stock based acquisitions/dispositions

Matthews

On February 28, 2002 the Company agreed to terminate and rescind, effective
December 31, 2001, the July 30, 2001 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.  The termination is effective on December 31, 2001.  Since
the date of the 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 will be 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.

The Company accounted for the acquisition of the assets as a business
combination.  Prior to the acquisition, Matthews had generated
approximately $170,000 in revenues resulting in net income of approximately
$50,000.  The purchase price approximated the fair market value of the
assets acquired.  As a result no amounts were assigned to goodwill or other
intangibles.  The operations attributable to Matthew's business have been
included in the accompanying financial statements for the period July 31,
2001 through September 30, 2001.

Nexcode

On August 9, 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 1,200,000 shares of common stock of the Company (with a fair
market value of approximately $406,000, based on the trading price of
approximately $0.34 per share at issuance) were issued to the current
shareholders of Nexcode on a pro-rata basis.

The Company accounted for the acquisition of the assets as a business
combination.  Prior to the acquisition, Nexcode had generated no revenue
and approximately $4,000 in expenses.  The only asset acquired was in
process technology for the online broadcast of video.  As a result, the
difference between the purchase price and the fair market value of the
assets acquired was expensed as research and development.  The operations
attributable to Nexcode's business have been included in accompanying
financial statements for the period August 9, 2001 through September 30,
2001.

The Company entered into employment agreement with each of the 3 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 September 30, 2001, the Company has paid $40,000 to Nexcode
for the purpose of developing the assets of Nexcode.  The Company will also
engage 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.


There have been no other issuances of common or preferred stock during the
nine month period ended September 30, 2001.



PAGE-9-F5



                     Media and Entertainment.com, Inc.
                       (A Development Stage Company)
                                   Notes

Note 4 - Other Related party transactions

The president of the company received $67,813 in compensation for services
rendered for the nine months ended September 30, 2001 detailed as follows:


Expense             Amount
---------------------------
Advertising        $ 1,000
Administration       2,000
Architect           12,000
Professional fees   33,813
Web design          19,000



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
persons 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 5 - Advertising

The Company expenses advertising costs as they are incurred. For the period
ended September 30, 2001, the president of the Company provided advertising
services in the amount of $1,000. Total advertising for the period ended
is $4,271.



PAGE-10-F6



                     Media and Entertainment.com, Inc.
                       (A Development Stage Company)
                                   Notes

Note 6 - Other Subsequent events

During the month of October 2001, the Company issued 662,000 shares of its
$0.001 par value common stock in exchange for consulting agreements with
several individuals and entities.










PAGE-11-F7




Item 2. Management's Discussion and 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 cannot
assure you 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, Media and Entertainment.com, Inc.'s actual
results will differ 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.

The safe harbors of forward-looking statements provided by
Section 21E of the Exchange Act are unavailable to issuers not subject to
the reporting requirements set forth under Section 13(a) or 15(d) of such
same Act. As the Company has not registered its securities pursuant to
Section 12 of the Exchange Act, such safe harbors set forth under the
Reform Act are unavailable to the Company.

General

Media and Entertainment.com, Inc. is a developmental stage company that
plans to provide a full spectrum of advertising, media management and
communications technology service package to the motion picture industry.

Our goal is to create a seamless system of advertising, marketing, and
distribution that our customers (primarily production and publishing
companies) will find easy to use and Internet surfers will find simple to
access. This goal is apparently within reach with our current prototype
plan. However, at this time, we are still in the process of finalizing
specific features and contracting with software vendors to undertake the
programming work.

Our services utilizing the latest in digital and streaming technology
should lead to more efficient and effective dissemination of traditional
cinema advertising materials. An advantage of using movie and video clips
on the Internet is that the client is not restricted by 60 seconds - the
typical length of a television commercial or a theater preview for a film.
We believe that excerpting video and audio productions in interactive, real
time vignettes for the business-to-business and consumer target audiences
will enhance ticket sales and the sale of ancillary promotional products
such as posters, T-shirts, etc.

Revenue recognition

Revenues are recognized as services are provided.

Results of Operations

For the quarter ended September 30, 2001, we incurred a net loss of
$502,989 on revenues of $65,529. Cost of goods sold amounted to $27,532,
while total general and administrative expenses were $138,481, research and
development expenses were $401,589, and depreciation expense was $916. Our
research and development expenses resulted from our acquisition of Nexcode
during the quarter.

For the year to date, we incurred a net loss of $606,384 on revenues of
$65,529. Cost of goods sold amounted to $27,532, while total general and
administrative expenses were $241,876, research and development expenses
were $401,589, and depreciation expense was $916. Our research and
development expenses resulted from our acquisition of Nexcode.

Of the total general and operating expenses of $138,481 for the third
quarter ended September 30, 2001, approximately 23%, or $31,312, were paid
to our president, Mr. Roger Paglia. In lieu of outsourcing certain
services, we contracted Mr. Paglia to provide such services on an as-needed
basis. Mr. Paglia has agreed to provide these services to us below market
rates.



PAGE-12-



Our priorities for the next 12 months of operations are to continue to
develop and subsequently market our products and services to establish our
business in the advertising software industry. There are no guarantees that
we will be able to continue to generate revenues or that we will attain
profitability.

Liquidity and Capital Resources

For the nine months ended September 30, 2001, we experienced a net decrease
in cash of $69,619. Our management anticipates that we will continue to
have negative cash flows for at least the next six to nine months. We do
not believe that our current financial resources will be sufficient to
sustain our business for the period through December 31, 2001. Our ability
to continue as a going concern is dependent on our ability to obtain
additional equity and/or debt 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.

Commitments

On July 31, 2001, we executed an asset purchase agreement with Matthews
Affiliated Productions (MAP) whereby we purchased all of the assets of
Matthews in exchange for 100,000 shares of $0.001 par value common stock.
In addition we will enter into an employment agreement with the current
president of Matthews that will 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 August 16, 2001, we executed an asset purchase agreement with Nexcode,
Inc. whereby we purchased all of the assets of Nexcode in exchange for
1,200,000 shares of $0.001 par value common stock. The 1,200,000 shares of
common stock were issued to the current shareholders of Nexcode on a pro-
rata basis. We 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 our performance with a minimum of 100,000 shares and a maximum
of 1,000,000 shares of $0.001 par value common stock. As of September 30,
2001, we have paid $40,000 to Nexcode for the purpose of developing the
assets of the Nexcode. We will also engage 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.



PAGE-13-



                        PART II - OTHER INFORMATION

Item 5. Other Information

Matthews Affiliated Productions

On July 31, 2001, we executed an asset purchase agreement with Matthews
Affiliated Productions (MAPI), a California corporation. In connection with
the merger, a total of 100,000 shares of our par value common stock were
issued to the sole shareholder of MAPI. We shall also enter into an
employment agreement with the principal of MAPI, Matthew Moghaddasain, that
includes a salary of $60,000 annually and a potential compensation of up to
100,000 options to purchase shares of our common stock, as set forth in the
Asset Purchase Agreement, incorporated by reference herein to the Form 8- K
previously filed with the commission on October 1, 2001.

Additionally, pursuant to the employment agreement with Mr. Moghaddassain,
such person shall be paid 60% of the gross profits from all contracts that
MAPI exercises under MEDE's control.

In determining the aggregate purchase price for MAPI, we took into account
the value of companies of similar industry and size to MAPI, comparable
transactions and the market for such companies generally.

Nexcode, Inc.

On August 16, 2001, we executed an asset purchase agreement with Nexcode,
Inc. (Nexcode), a California corporation. In connection with the merger, a
total of 1,200,000 shares of our par value common stock were issued to the
current shareholders of Nexcode on a pro-rata basis.

We also entered into employment agreements with each of the three current
principals of Nexcode, that includes a salary of $78,000 annually, in
addition to bonuses and stock options. Stock options will be granted based
upon our performance with a minimum of 100,000 shares and a maximum of
1,000,000 shares of $0.001 par value common stock. Bonuses will be paid
based upon a formula of 50% of the gross profits from all contracts Nexcode
exercises under its control. Gross profit will be all gross revenue less
direct expenses for production of Nexcode with a mutually agreed agreeable
salary-earning cap of $500,000 per each person.

In addition, we will provide $40,000 for the purpose of developing the
assets of the Nexcode, which we shall also have access to and the right to
use. As of September 30, 2001, we have paid $40,000 to Nexcode for the
purpose of developing the assets of the Nexcode. We will also engage 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.

In determining the aggregate purchase price for MAPI, we took into account
the value of companies of similar industry and size to MAPI, comparable
transactions and the market for such companies generally.

                     Financial Statements and Exhibits

(a) Financial Statements

(a) The audited financial statements of Matthews Affiliated Productions,
Inc., are incorporated herein by reference to the exhibits to the Company's
Form 8-K October 1, 2001.

(b) Audited financial statements of Nexcode, Inc., a California corporation
(Nexcode)

(b) Pro Forma Financial Information

(a) The unaudited financial statements of Matthews Affiliated Productions,
Inc., are incorporated herein by reference to the exhibits to the Company's
Form 8-K October 1, 2001.

(b) Unaudited financial statements of Nexcode, Inc., a California
corporation (Nexcode)

(c) Exhibits

(a) Asset Purchase Agreement dated as of July 30, 2001, by and between
Matthews Affiliated Productions, Inc., and Media and Entertainment.com,
Inc. incorporated herein by reference.

(b) Asset Purchase Agreement dated as of August 16, 2001, by and between
Nexcode, Inc. and Media and Entertainment.com, Inc.



PAGE-14-



Item 5. Exhibit (a)(b)

                               Nexcode, Inc.

                              Balance Sheets
                                   as of
                               June 30, 2001
                                    and
                             December 31, 2000

                                    and

                           Statements of Income,
                         Stockholders' Equity, and
                                Cash Flows
                           for the periods ended
                               June 30, 2001
                                    and
                             December 31, 2000
                                    and
                              for the period
December 12, 2000 (Date of Inception) through
June 30, 2001



PAGE-15-



                         TABLE OF CONTENTS






PAGE

Independent Auditor's Report                 1

Balance Sheet                                2

Statement of Operations                      3

Statement of Stockholders' Equity            4

Statement of Cash Flows                      5

Footnotes                                  6-9






PAGE-16





G. BRAD BECKSTEAD
Certified Public Accountant
                                                330 E. Warm Springs
                                                Las Vegas, NV 89119
                                                702.257.1984
                                                702.362.0540 (fax)




                       INDEPENDENT AUDITOR'S REPORT

April 3, 2002

Board of Directors
Nexcode, Inc.
Las Vegas, NV

I have audited the Balance Sheets of Nexcode, Inc. (the Company), as of
June 30, 2001 and December 31, 2000, and the related Statements of
Operations, Stockholders' Equity, and Cash Flows for the periods then
ended, and for the period December 12, 2000 (Date of Inception) to June 30,
2001. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the balance sheets of Nexcode, Inc. as of June
30, 2001 and December 31, 2000, and its related statements of operations,
equity and cash flows for the periods then ended, and for the period
December 12, 2000 (Date of Inception) to June 30, 2001, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in 2 to the
financial statements, the Company has had limited operations. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



/S/ G. Brad Beckstead, CPA
---------------------------
G. Brad Beckstead, CPA



PAGE-17-ex(a)(b)-1



                           Nexcode, Inc.
                   (a Development Stage Company)
                           Balance Sheet

                                             June      December,
                                               30,        31,
                                              2001       2000
                                            --------   --------
Assets

Current assets                                $-          $-

Liabilities and Stockholders' Equity

Current liabilities                             -          -

Stockholders' (deficit):
     Common stock, $0.01 par value,         4,500          -
1,000,000 shares
        authorized, 450,000 and no
shares issued and
        outstanding at 6/30/01 and
12/31/00, respectively
     Additional paid-in capital             3,980          -
     Subscription receivable               (4,500)         -
     Deficit accumulated during            (3,980)         -
development stage
                                           (3,980)         -

                                               $-         $-





The accompanying Notes are an integral part of these financial statements.



PAGE-18-ex(a)(b)-2



                               Nexcode, Inc.
                       (a Development Stage Company)
                          Statement of Operations


                                For the   December 12,     December 12,
                              six month      2000             2000
                                Period    (inception)      (inception)
                                 ended         to              to
                                  June     December 31,     June 30,
                                   30,
                                   2001       2000            2001
                              ---------   ----------        ---------

Revenue                              $-           $-           $-
Cost of goods sold                    -            -            -

Gross profit                          -            -            -

Expenses:
     General and                  3,980            -        3,980
administrative expenses
          Total expenses          3,980            -        3,980
Net (loss)                      $(3,980)          $-      $(3,980)

Weighted average number of
     common shares               450,000           -      450,000
outstanding

Net (loss) per share              $(0.01)         $-      $(0.01)




The accompanying Notes are an integral part of these financial statements.



PAGE-19-ex(a)(b)-3



                               Nexcode, Inc.
                       (a Development Stage Company)
               Statement of Changes in Stockholders' Equity

               Common Stock   Subscri  Additiona  Deficit Accumulated Total
               ------------   ptions   l paid-in  During Development  Stock
                              Receiva  Capital    Stage               holders'
               Shares  Amount ble                                     Equity
          --------------------------------------------------------------------

Net (loss)
December 12,
2000               -     $ -   $ -       $ -          $ -              $ -
(inception)to
December 31,       -     $ -   $ -       $ -          $ -              $ -
2000

Balance,           -     $ -   $ -       $ -          $ -              $ -
12/31/00  --------------------------------------------------------------------

March 2001
Founder      450,000  $4,500 $(4,500)    $ -          $ -              $ 0
Shares


June 2001
Expenses Paid      -       -     -     3,980            -            3,980
by founders

Net (loss)
January 1,
2001 to
June 30,           -       -     -         -       (3,980)          (3,980)
2001




Balance, 6/30/01 450,000 $4,500 $(4,500) $3,980 $(3,980) $(0)

The accompanying Notes are an integral part of these financial statements.



PAGE-20-ex(a)(b)-4



                               Nexcode, Inc.
                       (a Development Stage Company)
                          Statement of Cash Flows


                                  For the      December    December
                                 six month    12, 2000     12, 2000
                                   Period    (Inception) (Inception)
                                   ended         to           to
                                   June       December       June
                                    30,           31,         30,
                                   2001          2000        2001
                             ---------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss)                       $(13,715)           $-   $(13,715)
Adjustment to reconcile net
loss to net cash (used) by
  operating activities:

Net cash (used by) operating       (9,115)            -     (9,115)
activities                   ---------------------------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net Cash used by Investing - - - Activities

CASH FLOWS FROM FINANCING
ACTIVITIES:

  Issuances of common stock          4,500            -      4,500
  Donated capital                    5,191            -      5,191
  Subscription receivable            (500)            -       (500)
Net cash provided by financing       9,191            -      9,191
activities                   ---------------------------------------

Net increase in cash                    76            -         76
Cash - beginning                         -            -          -
Cash - ending                          $76           $-        $76

SUPPLEMENTAL INFORMATION:
Interest paid                          $ -          $ -        $ -
Taxes paid                             $ -          $ -        $ -
                             =======================================
Non-cash transaction:
  Stock issued for services            $ -          $ -        $ -
provided
  Number of shares issued for            -            -          -
services
                             =======================================




The accompanying Notes are an integral part of these financial statements.



PAGE-21-ex(a)(b)-5



                               Nexcode, Inc.
                       (a Development Stage Company)
                                   Notes

Note 1 - Summary of significant accounting policies

Organization
The Company was organized on December 12, 2000 (Date of Inception) under
the laws of the State of California, as Nexcode, Inc. The Company has
minimal operations and, in accordance with SFAS #7, the Company is
considered a development stage company. The Company is authorized to issue
1,000,000 shares of $0.01 par value common stock.

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
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents as of June
30, 2001 and December 31, 2000.

Revenue recognition
The Company recognizes revenue on the accrual basis.



Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of June
30, 2001 and December 31, 2000. The respective carrying value of certain on-
balance-sheet financial instruments approximated their fair values. These
financial instruments include cash and accounts payable. Fair values were
assumed to approximate carrying values for cash and payables because they
are short term in nature and their carrying amounts approximate fair values
or they are payable on demand.

Impairment of long lived assets
Long lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicate the carrying amount of
an asset may not be recoverable or is impaired. No such impairments have
been identified by management at June 30, 2001 and December 31, 2000.

Reporting on the costs of start-up activities Statement of Position 98-5
(SOP 98-5), Reporting on the Costs of Start-Up Activities, which provides
guidance on the financial reporting of start-up costs and organizational
costs, requires most costs of start-up activities and organizational costs
to be expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-5, there has
been little or no effect on the Company's financial statements.

Loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) Earnings Per Share. Basic loss per
share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period.
As of June 30, 2001 and December 31, 2000, the Company had no dilutive
common stock equivalents, such as stock options or warrants.



PAGE-22-ex(a)(b)-6



                               Nexcode, Inc.
                       (a Development Stage Company)
                                   Notes

Dividends
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.

Segment reporting
The Company follows Statement of Financial Accounting Standards No. 130,
Disclosures About Segments of an Enterprise and Related Information. The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

Income taxes
The Company follows Statement of Financial Accounting Standard No. 109,
Accounting for Income Taxes (SFAS No. 109) for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the
asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-
current, depending on the classification of assets and liabilities to which
they relate. Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non- current
depending on the periods in which the temporary differences are expected to
reverse.

Recent pronouncements
The FASB recently issued Statement No. 137, Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB
Statement No. 133. The Statement defers for one year the effective date of
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. The rule now will apply to all fiscal quarters of all fiscal
years beginning after June 15, 2000. In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. The
Statement will require the company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income, if the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the
hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in
fair value will be immediately recognized in earnings. The company does not
expect SFAS No. 133 to have a material impact on earning s and financial
position.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB No. 101), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB No. 101 did not impact
the company's revenue recognition policies.



PAGE-23-ex(a)(b)-7



                               Nexcode, Inc.
                       (a Development Stage Company)
                                   Notes

Note 2 - Going concern

The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. Because the Company has not commenced its
planned principal operations, the Company intends to raise sufficient
capital needed to continue operating until its planned principal operations
commence. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.

The officers and directors 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 persons 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 3 - Income taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109),
which requires use of the liability method. SFAS No. 109 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes, referred to as temporary differences.
Deferred tax assets and liabilities at the end of each period are
determined using the currently enacted tax rates applied to taxable income
in the periods in which the deferred tax assets and liabilities are
expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:


U.S federal statutory rate         (34.0%)

Valuation reserve                   34.0%
                                 -----------
Total                                  -%




As of June 30, 2001, the Company has a net operating loss carryforward of
approximately $3,980 for tax purposes, which will be available to offset
future taxable income. If not used, this carryforward will expire in 2021.



PAGE-24-ex(a)(b)-8



                               Nexcode, Inc.
                       (a Development Stage Company)
                                   Notes

Note 4 - Stockholders' equity

On March 15, 2001, the Company issued 450,000 shares of its $0.01 par value
common stock as founders shares to officers and directors of the Company
for a subscription receivable of $4,500 (of which $4,000 was received in
July 2001).

During the period ended June 30, 2001, the officers, directors and
shareholders of the Company paid for expenses on behalf of the Company
totaling $3,980.

There have been no other issuances of common stock.

Note 5 - Related party transactions


The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. 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
persons 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 - Warrants and options

There are no warrants or options outstanding to acquire any additional
shares of common stock.

Note 7 - Subsequent events
On August 16, 2001, the Company executed an asset purchase agreement with
Media and Entertainment.com, Inc. (M&E) whereby M&E purchased all of the
assets of the Company in exchange for 1,200,000 shares of $0.001 par value
common stock. The 1,200,000 shares of common stock of M&E were issued to
the current shareholders of the Company on a pro-rata basis. In addition,
the combined entity entered into employment agreements with each of the
three current officers and directors of the Company 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 M&E. In addition, M&E will provide $40,000 for the purpose of
developing the assets of the Company, which M&E shall also have access to
and the right to use. As of September 30, 2001, the Company has received
$40,000 from M&E to satisfy this term of the agreement. M&E will also
engage 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.



PAGE-25-ex(a)(b)-9



Item 5. Exhibit (b)(b)

G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs Las Vegas, NV 89119 702.257.1984 702.362.0540 (fax)

                 UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Unaudited Pro Forma Financial Information reflects financial
information, which gives effect to the acquisition of all of the assets of
Nexcode, Inc. (a California Corporation), effective August 9, 2001, in
exchange for 1,200,000 shares of common stock (with a fair market value of
approximately $406,000, based on the trading price of approximately $0.34
per share at issuance) of Media and Entertainment.com, Inc. (a Nevada
Corporation).

The Pro Forma Statements included herein reflect the use of the purchase
method of accounting for the above transaction. The acquisition of the
assets of Nexcode, Inc. (a California Corporation), which closed on August
16, 2001 was accounted for as a business combination. Such financial
information has been prepared from, and should be read in conjunction with,
the historical financial statements and notes thereto of Nexcode, Inc. (a
California Corporation) and Media and Entertainment.com, Inc. (a Nevada
Corporation) included in this filing.

The Pro Forma Balance Sheet gives effect to the transaction as if it had
occurred on June 30, 2001. The Pro Forma Statement of Operations gives
effect to the transaction as if it had occurred at the beginning of the
earliest period presented, combining the results of the Media and
Entertainment.com, Inc. (a Nevada Corporation) for the six-month period
ended June 30, 2001 and Nexcode, Inc. (a California Corporation).



PAGE-26-ex(b)(b)-1



                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
                     Unaudited Pro-Forma Balance Sheet
                               June 30, 2001


                                        Media and
                            Nexcode,    Entertainm           Pro-
                              Inc.       ent.com             forma
                           (California   (Nevada    Adjustm  balance
                             Corp.)       Corp.)    ents
Assets

Current assets:
  Cash & equivalents              $-       $1,349      $-     $1,349
    Total current assets           -        1,349       -      1,349


Liabilities and
Stockholders' Equity

Current liabilities:
  Accounts payable                $-      $10,000      $-    $10,000
    Total current                  -       10,000       -     10,000
liabilities

Stockholders' equity:
  Common stock, $0.001         4,500        5,405  (3,300)     6,605
par value,
    20,000,000 shares
authorized, 8,974,750
    shares issued and
outstanding as of
    6/30/01
  Preferred stock, $0.001          -            -       -         -
par value, 5,000,000
    shares authorized,
no shares issued and
    outstanding
  Additional paid-in           3,980      301,745 401,620   707,345
capital
  Subscriptions               (4,500)    (117,869)  4,500  (117,869)
receivable
  Retained earnings           (3,980)    (197,932)(402,820) (604,732)

                                   -       (8,651)       -   (8,651)


                                   -        1,349        -    1,349




The accompanying notes are an integral part of these financial statements.



PAGE-27-ex(b)(b)-2



                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
Unaudited Pro-Forma Statement of Operations For the Six Months Ended June
30, 2001


                                         Media and
                             Nexcode,    Entertainm            Pro-
                               Inc.       ent.com              forma
                            (California   (Nevada    Adjustm   balance
                               Corp.)       Corp.)   ents

Revenue                            $-           $-     $-        $-

Cost of goods sold                  -            -      -         -

Gross Profit                        -            -      -         -

Expenses:
  General &                     3,980       66,894      -    70,874
administrative expenses
Research and development            -            -  402,820  402,820
  General &                         -       36,501      -    36,501
administrative expenses -
related party
  Depreciation                      -            -      -         -
    Total expenses              3,980      103,395  402,820  510,195

Net (loss)                    $(3,980)   $(103,395)$(402,820)$(510,195)


Weighted average number
of
  Common shares             1,200,000    4,949,750      -  6,149,750
outstanding

Net (loss) per share           $(0.00)     $(0.02)     $-     $(0.08)




The accompanying notes are an integral part of these financial statements.



PAGE-28-ex(b)(b)-3



                     Media and Entertainment.com, Inc.
                       (a Development Stage Company)
                                   Notes

Note 1
On August 9, 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 1,200,000 shares of common stock of the Company (with a fair
market value of approximately $406,000, based on the trading price of
approximately $0.34 per share at issuance) were issued to the current
shareholders of Nexcode on a pro-rata basis.  Because the acquisition was
accounted for as a business combination and the only asset acquired was in
process technology for the online broadcast of video the difference between
the purchase price and the fair market value of the assets acquired was
expensed as research and development.
PAGE-29-ex(b)(b)-4










Item 5. Exhibit (c)(b)




                         ASSET PURCHASE AGREEMENT

This Agreement entered into this the 9th day of August 2001 by

and between Nexcode, Inc. (hereinafter individually and

collectively Selling Shareholders) and Media and

Entertainment.com, Inc. a Nevada corporation (hereinafter Buyer).

WHEREAS, Seller owns the rights to various assets; and

WHEREAS, Buyer desires to acquire substantially all of the

assets used or useful, or intended to be used in the operation of

Sellers business and Seller desires to sell such assets to Buyer;

and

WHEREAS, the Selling Shareholders are the sole shareholders of

Seller.

NOW, THEREFORE, in consideration of mutual covenants contained

herein and other good and valuable consideration the receipt and

sufficiency of which is hereby acknowledged, the parties agree as

follows:

SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED

1.1 ASSETS PURCHASED. Seller agrees to sell, assign full

right title and interest to Buyer and Buyer agrees to purchase from

Seller, on the terms and conditions set forth in this Agreement the


following assets (Assets):

     1.1.1      All assets listed on Exhibit A, together with
any

          replacements or additions to the assets made prior
to the closing

          date.

     1.1.2     The name of the business which will become a
DBA of Media

          and Entertainment.com, Inc. (Nexcode)

     1.1.3     All associated intangible assets.
     1.1.4     Seller's goodwill if any.
     1.1.5     All cash and money instruments in all
accounts.

     1.1.6     All Accounts Receivables.

     1.1.7     All furniture, inventory, and equipment per
the attached
          list.
     1.1.8     All Copyrights, Trademarks, Technologies or
Proprietary




PAGE-30-ex(c)(b)-1



     Processes, existing and future versions, and
Patents.

1.1.9      Worldwide exclusive right to administer,
market and

     promote Copyrights, Trademarks, Technologies or
Proprietary

     Processes, existing and future versions, and
Patents.




1.1.10 All future checks for Nexcode work will be endorsed over

                   to Media and Entertainment.com, Inc.

1.2 NO ASSUMPTION OF LIABILITIES. Buyer shall not be

responsible for any unfilled orders from customers of Seller nor

shall Buyer assume responsibility of payment for other obligations

of Seller, including but not limited to, Seller's obligations under

any lease, contract or account. There are absolutely no liabilities

of Nexcode as part of this transfer at any time. All clients,

vendors, and associates will be notified of the same.

SECTION 2. EXCLUDED ASSETS

The corporation is excluded. Subsequent to the Acquisition,

Nexcode, Inc. and all other existing corporate structures

materially operating under it's umbrella shall be dissolved so the

name can transfer to Media for continued work under the Nexcode

name and no competing corporate entities shall remain.

SECTION 3. PURCHASE PRICE FOR ASSETS

3.1 The purchase price for the assets shall be 1,200,000 shares of common
stock in Media and Entertainment.com, Inc. with par value of $0.001 payable
at closing.
3.2 In addition Media and Entertainment.com will provide a minimum amount
of internal working capital and will also engage in efforts to raise a
minimum of capital for the Nexcode line of business.
3.2 Buyer shall be responsible for all sales and transfer taxes
associated with the contemplated transaction.

SECTION 4. PAYMENT OF PURCHASE PRICE

The price for the Assets shall be paid as follows:

4.1 At closing, as payment for the Assets, the Company shall

issue to Nexcode one million two hundred thousand (1,200,000)

shares of Common Stock of Media and Entertainment.com, Inc. with a

par value of $0.001 which shall subsequently be distributed as

follows:

Nana Yalley, Chief Executive Officer, 400,000 shares;



PAGE-31-ex(c)(b)-2



Ceasar Collazo, Chief Technology Officer, 400,000 shares; and

Michael Brown, Chief Operating Officer, 400,000 shares.

4.2 In addition, Media and Entertainment.com shall enter into

an acceptable employment agreement with each of the three

principals of Nexcode: Nana Yalley, Chief Executive Officer, Ceasar

Collazo, Chief Technology Officer, and Michael Brown, Chief

Operating Officer. The agreements will include a salary of seventy-

eight thousand dollars ($78,000) annually for each. In addition,

Nana Yalley, Ceasar Collazo, and Michael Brown shall be paid 20% of

the gross profits from all contracts that they exercise under their

control. Gross Profits for the purposes of this agreement shall be

defined as gross revenues less direct expenses for production of

products with an annual earning cap of $500,000 for each principal.

At the end of fiscal year 2002, if the contribution by the line of

business for which they are responsible is equal to or greater than

$1,000,000, the principals shall be granted options for a total of

100,000 shares with a cap of 1,000,000 shares of common stock in

Media and Entertainment.com to be split equally among the three

principals.

4.3 In addition Media and Entertainment.com will provide a

minimum amount of internal working capital in the amount of forty

thousand dollars ($40,000) for the purpose of developing the

transferred assets of Nexcode, which Media and Entertainment.com

shall also have access to and the right to use. The Company will

also engage in efforts to raise a minimum of two hundred and fifty

thousand dollars ($250,000) of capital to set up a new

infrastructure for and to launch and roll out products related to

the transferred assets of Nexcode.

4.4 The parties agree that amounts due hereunder shall be net

amounts due to Seller without regard to any interest whatsoever,

whether actual, imputed or implied.

SECTION 5. OTHER AGREEMENTS

5.1 There are no other agreements written or implied, except

as specifically referenced in and attached to this Agreement.

SECTION 6. SELLER'S AND SELLING SHAREHOLDER'S REPRESENTATIONS

AND WARRANTIES



PAGE-32-ex(c)(b)-3



Seller and Selling shareholders each represent warrant to

Buyer as follows:

6.1 CORPORATE EXISTENCE. Seller is now and on the date of

closing will be a duly organized and validly existing corporation

and in good standing under the laws of the State of California.

Seller has complete and total ownership and clear title of these

said assets.

6.2 AUTHORIZATION. The execution, delivery and performance

of this Agreement have been duly authorized and approved by the

Board of Directors and Shareholders of Seller, and this Agreement

constitutes a valid and binding agreement of Seller in accordance

with its terms.

6.3 TITLE TO ASSETS. Except as described in the Agreement,

Seller holds good and marketable title to the assets, free and

clear of restrictions on or conditions to transfer or assignment,

and free and clear of liens, pledges, charges or encumbrances.

6.4 BROKERS AND FINDERS. Neither Seller nor Selling

Shareholders has employed any broker or finder in connection with

the transaction contemplated by this Agreement or taken action that

would give rise to valid claims against any party for a brokerage

commission, finder's fee or other like payment.

6.5 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD PARTY APPROVAL.

The execution and delivery of this Agreement by Seller and

Selling Shareholders, and the consummation of the contemplated

transactions, will not result in the creation or imposition of any

valid lien, charge or encumbrance on any of the assets, and will

not require the authorization, consent, or approval of any third

party, including any governmental division or regulatory agency.

6.6 LABOR AGREEMENTS AND DISPUTES. Seller is neither a party

to, nor otherwise subject to any collective bargaining or other

agreement governing the wages, hours, in terms of any associated

businesses of Sellers.

6.7 NONCANCELLABLE CONTRACTS. At the time of closing, there

will be no material leases, employment contracts, contracts for

services, or maintenance, or other similar contacts, existing or

related to or connected with the operation of Seller's assets not

cancelable within thirty (30) days.



PAGE-33-ex(c)(b)-4



6.8 LITIGATION. Seller and Selling Shareholders have no

knowledge of any claim, litigation, proceeding, or investigation

pending or threatened against Seller that might result in any

material adverse change in the business or condition of the assets

being conveyed under this Agreement.

6.9 ACCURACY OF REPRESENTATIONS AND WARRANTIES.

None of the representations or warranties of Seller or Selling

Shareholders contain or will contain any untrue statements of a

material fact or omit or will omit or misstate a material fact

necessary in order to make statements in this Agreement not

misleading. Seller and Selling Shareholders know of no fact that

has resulted, or that in the reasonable judgment of Selling

Shareholders will result in material change in the business,

operations, or assets of Seller that has not been set forth in this

Agreement or otherwise disclosed to Buyer.

SECTION 7. REPRESENTATIONS OF BUYER

Buyer represents and warrants as follows:

7.1 CORPORATE EXISTENCE. Buyer is a corporation duly

organized, validly existing, and in good standing under the laws of

the State of Nevada. Buyer has all requisite corporate power and

authority to enter into this Agreement and perform its obligations

hereunder.

7.2 AUTHORIZATION. The execution, delivery and performance

of this Agreement has been duly authorized and approved by the

Board of Directors and shareholders of Buyer, and this Agreement

constitutes a valid and binding agreement of Buyer in accordance

with its terms.

7.3 BROKERS AND FINDERS. Buyer has not employed any broker

or finder in connection with the transactions contemplated by this

Agreement and has taken no action that would give rise to a valid

claim against any party for a brokerage commission, finder's fee or

other like payment.

7.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the

representations or warranties of Buyer contain or will contain any

untrue statement of a material fact or omit or will omit or

misstate a material fact necessary in order to make the

misstatements contained herein not misleading.

SECTION 8. COVENANTS OF SELLER AND SELLING SHAREHOLDERS



PAGE-34-ex(c)(b)-5



8.1 SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING.

Seller and selling shareholders agree that between the date of this

Agreement and the date of closing, Seller will:

8.1.1 Use its best efforts to preserve its business

organization and preserve the continued operation of its business

with its customers, suppliers, and others having business relations

with Seller.

8.1.2 Not assign, sell, lease or otherwise transfer or

dispose of any of the assets listed on Exhibit A, except to

Buyer.

8.1.3 Maintain all of its assets other than inventories in

their present conditions, reasonable wear and tear and ordinary

usage accepted and maintain the inventories at levels normally

maintained.

8.2 ACCESS TO PREMISES AND INFORMATION. At reasonable times

prior to the closing date, Seller will provide Buyer and its

representatives with reasonable access during business hours to the

assets, titles, contracts and records of Seller and furnish such

additional information concerning Seller's assets Buyer may from

time to time reasonably request.

8.3 EMPLOYEE MATTERS.

There are no employee matters regarding Seller.

8.4 CONDITIONS AND BEST EFFORTS. Seller and Selling

Shareholders will use their best efforts to effectuate the

transactions contemplated by this Agreement and to fulfill all the

conditions of the obligations of Seller and Selling Shareholders

under this Agreement, and will do all acts and things as may be

required to carry out their respective obligations under this

Agreement and to consummate and complete this agreement.

SECTION 9. COVENANTS OF BUYER

9.1 CONDITIONS AND BEST EFFORTS. Buyer will use its best

efforts to effectuate the transaction contemplated by this

Agreement and to fulfill all the conditions of Buyer's obligations

under this Agreement, and shall do all acts and things as may be

required to carry out Buyer's obligations and to consummate this

Agreement.



PAGE-35-ex(c)(b)-6



9.2 CONFIDENTIAL INFORMATION. If for any reason the sale of

Assets is not closed, Buyer will not disclose to third parties any

confidential information received from Seller or Selling

Shareholders in the course of investigating, negotiating, and

performing the transactions contemplated by this Agreement.

SECTION 10. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

The obligation of Buyer to purchase the Assets is subject to

the fulfillment, prior to or at the closing date, of each of the

following conditions, any one or portion of which may be waived in

writing by Buyer:

10.1 REPRESENTATIONS, WARRANTIES AND COVENANTS AND SELLING SHAREHOLDERS.

All representations and warranties made in this Agreement by

Seller and Selling Shareholders shall be true as of the closing

date as fully as those such representations and warranties had been

made on or as of the closing date, and, as of the closing date,

neither Seller nor Selling Shareholders shall have violated or

shall have failed to perform in accordance with any covenant

contained in this Agreement.

10.2 LICENSES AND PERMITS. Buyer shall have obtained all

licenses and permits from public authorities necessary to authorize

the ownership and operation of the business of Seller.

10.3 CONDITIONS OF THE BUSINESS. There shall have been no

material adverse change in the manner in of operation of Seller's

assets prior to the closing date.

10.4 NO SUITS OR ACTIONS. At the closing date, no suit,

action or other proceeding shall have been threatened or instituted

to restrain, enjoin or otherwise prevent the consummation of this

Agreement or the contemplated transactions.

SECTION 11. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND SELLING
SHAREHOLDERS

The obligations of Seller and Selling Shareholders to

consummate the transactions contemplated by this Agreement are

subject to the fulfillment, prior to or at the closing date, of the

following condition, which may be waived in writing by Seller:

All representations and warranties made in this Agreement by

Buyer shall be true as of the closing date as fully as though such

representations and warranties have been made on and as of the

closing date, and Buyer shall not have violated or shall not have

failed to perform in accordance with any covenant contained in this

Agreement.



PAGE-36-ex(c)(b)-7



SECTION 12. BUYER'S ACCEPTANCE

Buyer represents and acknowledges that it has entered

into this Agreement on the basis of its own examination, personal

knowledge, and opinion the value of the business. Buyer has not

relied on any representations made by Seller other than those

specified in this Agreement. Buyer further acknowledges that

Seller has made no agreement or promise to repair or improve any

property being sold to Buyer under this Agreement, and that Buyer

takes all such property in the condition existing on the date of

this Agreement, except as otherwise provided in this Agreement.

SECTION 13. INDEMNIFICATION AND SURVIVAL

13.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All

representations and warranties made in this Agreement shall survive

the closing of this Agreement, except that any party to whom a

representation of warranty has been made in this Agreement shall be

deemed to have waived any misrepresentation or breach of

representation or warranty which such party had knowledge prior to

closing. Any party learning of a misrepresentation or breach of

representation or warranty under this Agreement shall immediately

give notice thereof to all other parties to this Agreement. The

representations and warranties in this Agreement shall terminate

three (3) years from the closing date, and such representations or

warranties shall thereafter be without force or effect, except any

claim with respect to which notice has been given to the party to

be charged prior to such expiration date.

13.2 SELLERS AND SELLING SHAREHOLDERS INDEMNIFICATION.

13.2.1 Seller and selling Shareholders each hereby agree to

indemnify and hold buyer, its successors and assigns harmless from

and against:

(1) Any and all claims, liabilities and obligations of every

kind and description, contingent or otherwise, arising out of or

related to the operation of Seller's assets prior to the close of

business on the day before the closing date, except for claims,

liabilities and obligations of seller expressly assumed by buyer

under this agreement or paid by insurance maintained by Seller,

selling Shareholders or Buyer.



PAGE-37-ex(c)(b)-8



(2) Any and all damage or deficiency resulting from any

material misrepresentation or breach of warranty or covenant, or

nonfulfillment of any agreement on the part of Seller or the

selling Shareholders under this agreement.

13.2.2 Sellers and Selling Shareholders indemnity obligations

under 13.2.1 shall be subject to the following:

(1) If any claim is asserted against buyer that would give

rise to a claim by Buyer against Seller and Selling Shareholders

for indemnification under the provisions of this paragraph, the

Buyer shall promptly give written notice to selling Shareholders

concerning such claim as selling Shareholders shall, at no expense

to Buyer defend the claim.

(2) Selling Shareholders shall not be required to indemnify

buyer for amount that exceeds the total purchase price paid by

buyer under Section 3 of this agreement.

13.3 BUYERS INDEMNIFICATION. Buyer agrees to defend,

indemnify and hold harmless Seller and Selling Shareholders from

and against:

13.3.1 Any all claims, liabilities and obligations of every

kind and description arising out of or related to the operation of

the business following closing or arising out of buyers faith to

perform obligations of Seller assumed by buyer pursuant to this

agreement.

13.3.2 Any all damage or deficiency resulting from any

material misrepresentation, breech of warranty or covenant, or

nonfulfillment of any agreement on the part of Buyer under this

agreement.

SECTION 14. CLOSING

14.1 TIME AND PLACE. This agreement shall be closed on or

before the 15th day of September 2001, or such other time as the

parties may agree in writing.

14.2 OBLIGATIONS OF SELLERS AND SELLING SHAREHOLDERS AT

CLOSING. The closing, Seller and Selling Shareholders shall

deliver to buyer the following:



PAGE-38-ex(c)(b)-9



14.2.1 Bills of Sale, Assignments, assign full right title

and interest, properly endorsed Certificate of Titles, and other

instruments of transfer, and form and substance reasonably

satisfactory to counsel for Buyer, necessary to transfer and convey

all of the assets to Buyer.

14.2.2 Such other certificates and documents as may be called

for by the provisions of this Agreement.

14.3 OBLIGATIONS OF BUYER AT CLOSING. At the closing Buyer

shall delivery to Seller the following:

14.3.1 A 1,200,000 share stock certificate made out to Nexcode,

Inc. a California Corporation for distribution to each of its three

principals as follows:

Nana Yalley, 400,000 shares;

Ceasar Collazo, 400,000 shares; and

Michael Brown, 400,000 shares.

14.3.2 Such other certificates and documents as may be called

for by the provisions of this Agreement.

SECTION 15. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING

15.1 BOOKS AND RECORDS. This sale does include the books of

account and records of any additional assets of Seller.

15.2 SELLER'S RIGHT TO PAY. In the event Buyer fails to make any payment of
taxes, assessments, insurance premiums, or other charges that Buyer

is required to pay to third parties under this Agreement,

Seller shall have the right, but not the obligation, to pay

the same.

Buyer will reimburse Seller for any such payment

immediately upon Seller's demand, together with interest at

the same rate provided in the Note from the date of Seller's

payment until Buyer reimburses Seller. Any such payment by

Seller shall not constitute a waiver by Seller of any remedy

available by reason of Buyer's default for failure to make the

payments.



PAGE-39-ex(c)(b)-10



SECTION 16. BULK SALES LAW.

16.1 Buyer waives compliance by Seller with the Bulk Transfer

Act. In the event any creditor of Seller claims the benefit of the

Bulk Transfer Law as against Buyer or any of the assets being

conveyed to Buyer under this Agreement, Seller and Selling

Shareholders shall immediately pay or otherwise satisfy such claim

or undertake its defense. Seller and Selling Shareholders shall

indemnify and hold Buyer harmless from and against any and all

loss, expense, or damage resulting from the failure to comply with

the Bulk Transfer law. If Seller fails to comply with the

provision of this Section 17 and Buyer is required to pay any

creditor of Seller in order to protect the property purchased under

this agreement from claims or liens of Seller's creditors, except

those assumed by Buyer, the Buyer may offset the amount it pays

against the balance due Seller by furnishing to the Seller proof of

such payment in the form of a receipt from the creditor involved.

SECTION 17. TERMINATION OF AGREEMENT

17.1 BY MUTUAL CONSENT. This Agreement may be terminated by

mutual written consent of Buyer and Seller.

17.2 BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF

CONDITIONS. Buyer may elect by notice to Seller, and Seller may

elect by notice to Buyer, to terminate this Agreement if;

17.2.1 The terminating party shall have discovered a material

error, misstatement, or omission in the representations and

warranties made in this Agreement by the other party which shall

not have been cured by such other party within fifteen (15) days

after written notice to such other party specifying in detail such

asserted error, misstatement, or omission, or by the closing date,

whichever first occurs.

17.2.2 All of the conditions precedent of the terminating

party's obligations under this Agreement as set forth in either

Section 11 or 12, as the case may be, have not occurred and have

not been waived by the terminating party on or prior to the closing

date.



PAGE-40-ex(c)(b)-11



17.3 CLOSING NOTWITHSTANDING THE RIGHT TO TERMINATE. The

party with a right to terminate this Agreement pursuant to Section

17.2.1 or 17.2.2 shall not be bound to exercise such right, and its

failure to exercise such right shall not constitute a waiver of any

other right it may have under this Agreement, including but not

limited to remedies for breach of a representation, warranty, or

covenant.

SECTION 18. MISCELLANEOUS

18.1 The provisions of this Agreement shall be binding upon

and inure to the benefit of the heirs, personal representatives,

successors, and assigns of the parties.

18.2 Any notice or other communication required or permitted

to be given under this Agreement shall be in writing and shall be

mailed by certified mail, return receipt requested, postage

prepaid, addressed to the parties as follows:


SELLER:                     Nexcode, Inc.
ADDRESS:                    1201 West 5th Street
                            Suite  m140
CITY/STATE/ZIP:             Los Angeles, CA
90017
CONTACT PERSON:             Nana Yalley
TELEPHONE:                  818-783-3858


BUYER:                      Media and
Entertainment.com, Inc.
ADDRESS:                    500 N. Rainbow Blvd.
                            - Suite 300
CITY/STATE/ZIP:             Las Vegas, NV  89107
CONTACT PERSON:             Roger Paglia
TELEPHONE:                  702-221-1935




All notices and other communications shall be deemed to be

given at the expiration of three (3) days after the date of

mailing. The addresses to which notices or other communications

shall be mailed may be changed from time to time by giving written

notice to the other parties as provided above.

18.3 In the event of a default under this Agreement, the

defaulting party shall reimburse the nondefaulting party or parties

for all costs and expenses reasonably incurred by the nondefaulting

party or parties in connection with the default, including without

limitation attorney fees. Additionally, in the event a suit or

action is filed to enforce this Agreement or with respect to this

Agreement, the prevailing party or parties shall be reimbursed by

the other party for all costs and expenses incurred in connection

with the suit or action, including without limitation reasonable

attorney fees at the trial level and on appeal.



PAGE-41-ex(c)(b)-12



18.4 No waiver of any provision of this Agreement shall be

deemed, or shall constitute, a waiver of any other provision,

whether or not similar, nor shall any waiver constitute a

continuing waiver. No waiver shall be binding unless executed in

writing by the party making the waiver.

18.5 This Agreement shall be governed by and shall be

construed in accordance with the laws of the State of Nevada.

18.6 This Agreement constitutes the entire agreement between

the parties pertaining to its subject matter and it supersedes all

prior contemporaneous agreements, representations, and

understandings of the parties. No supplement, modification, or

amendment of this Agreement shall be binding unless executed in

writing by all parties.

Witness the signatures of the parties this the ________ day of

August 2001.

SELLER:
BUYER:


BY:___________________________
BY:_________________________
Nana Yalley,President                     Roger Paglia,
President


DATED:_______________________
DATED:______________________




WITNESS

BY:____________________________

DATED:________________________



PAGE-42-ex(c)(b)-13



EXHIBIT A

1. Any and all contracts for service with and outstanding Accounts
Receivable.

2. Any and all Agreements with Allnet and/or Allnet Broadcast.com.

3. The business name Nexcode.

4. All associated goodwill and other intangibles.

5. The NetDvdT encoding method described below:

NetDvdT encoding method compromised of a hybrid MPEG Codec to initially
convert Video Object Files to an Internet streamable format for programs
such as Real PlayerT, Windows Media PlayerT, QuicktimeT or any other video
streaming technology that has the capabilities of converting Audio/Video
Interleave files (AVI). What makes this method so unique, is that the
scalability and compression of an MPEG encoded file keeps up to 89% of the
VOB output in its' true 16:9 theatrical format, or 4:3 aspect ratio, as
well as maintaining a full high-fidelity surround sound quality.



PAGE-43-ex(c)(b)-14



Item 6. Exhibits

(a) Exhibits Required by Item 601 of Regulation S-B

Exhibit Name and/or Identification of Exhibit Number

3 Articles of Incorporation & By-Laws

(a) Articles of Incorporation filed April 27, 2000. Incorporated by
reference to the exhibits to our General Form For Registration Of
Securities Of Small Business Issuers on Form 10-SB, previously filed with
the Commission.

(b)By-Laws adopted May 19, 2000. Incorporated by reference to the exhibits
to our General Form For Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with the Commission.


(b) Reports on Form 8-K

Form 8-K dated September 29, 2001. Incorporated by reference to the Current
Report on Form 8-K, previously filed with the Commission on October 1,
2001.



PAGE-44-



                                SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                     Media and Entertainment.com, Inc.
                               (Registrant)



Date:     November 14, 2001


By:        /s/ Jon Jannotta
         -------------------
         Jon Jannotta, Vice President
and Director





PAGE-45-





                               End of Filing