UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-QSB
(Mark One)
[X]                           QUARTERLY REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2002
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 Identification
incorporation or organization)                 No.)

500 N. 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:
As of March 31, 2002, there are 9,657,719 shares issued and outstanding.



PAGE-1-



                 MEDIA AND ENTERTAINMENT.COM, INC.



                         Table of Contents
                                                                Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Independent Accountant's Review Report                          3

Balance Sheets                                                  4

Statement of Operations and Accumulated Deficit                 5

Statement of Changes in Stockholders' Equity (Deficit)          6

Statements of Cash Flows                                        7

Notes to Financial Statements                                  8-17

Item 2. Management's Discussion and Plan of Operation           18

PART II - OTHER INFORMATION

Item 6. Exhibits                                                21

SIGNATURES                                                      20






PAGE-2-



              INDEPENDENT ACCOUNTANT'S REVIEW REPORT

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

We have reviewed the accompanying balance sheet of Media and
Entertainment.com, Inc. as of March 31, 2002, and the related
statements of operations and accumulated deficit, changes in
stockholders' equity and cash flows for the three months ended
March 31, 2002, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of
Certified Public Accountants.  All information included in these
financial statements is the representation of the management of
Media and Entertainment.com, Inc.  The financial statements of
Media and Entertainment.com, Inc. as of March 31, 2001, were
reviewed by other accountants, whose report dated May 4, 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.  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.




                              /s/ Chavez & Koch, CPA's, Ltd.
                              Chavez & Koch, CPA's, Ltd.
May 15, 2002
Henderson, Nevada



PAGE-3-



                  PART I - FINANCIAL INFORMATION
              Item 1. Unaudited Financial Statements

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

                                    03/31/2002  03/31/2001
                                   -----------------------
              ASSETS
ASSETS:

Current Assets:
Cash                                   $7,262     $40,690
Deposits                                  710           -
                                   -----------------------
Total current assets                    7,972      40,690

Fixed assets:
Equipment                               9,555           -
Accumulated depreciation               (1,370)          -
                                   -----------------------
Total fixed assets                      8,185           -

Other assets:
Loan receivable - officer,             10,050           -
director & shareholder
Loan receivable - related party        40,000           -
                                   -----------------------
Total other assets                     50,050           -
                                   -----------------------
TOTAL ASSETS                          $66,207     $40,690
                                   =======================

  LIABILITIES AND STOCKHOLDERS'
              EQUITY
LIABILITIES:

Current liabilities:
Accounts payable                      $15,934     $10,000
Loan payable - officer, director &    187,106           -
shareholder                        -----------------------
Total current liabilities             203,040      10,000
                                   -----------------------

TOTAL LIABILITIES                     203,040      10,000
                                   -----------------------

Stockholders' equity:
Preferred stock, $0.001 par value
5,000,000 shares
authorized, zero shares issued and
outstanding at
03/31/02 and 03/31/01,                     -            -
respectively
Common stock, $0.001 par value,
20,000,000 shares
authorized, 9,657,719 and
4,949,750 shares issued and
outstanding at 03/31/02 and            9,657        4,950
03/31/01, respectively
Additional paid in capital         1,588,807      173,525
Deferred compensation               (606,931)           -
(Deficit) accumulated during      (1,128,366)    (147,785)
development stage                  -----------------------
Total stockholders' equity          (136,833)      30,690
                                   -----------------------
TOTAL LIABILITIES AND               $ 66,207     $ 40,690
STOCKHOLDERS' EQUITY               =======================

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



PAGE-4-F1



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
          STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
   FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

                                        03/31/2002  03/31/2001
                                       -----------------------

Revenues                                      $-        $-
Cost of goods sold                             -         -
Gross profit                                   -         -

EXPENSES:
General and administrative expenses      (153,144)  (53,248)
General and administrative expenses -       (500)        -
related party
Research and development expenses        (48,421)        -
Depreciation                                (471)        -
                                       -----------------------
Total expenses                          (202,536)  (53,248)
                                       -----------------------

Income (loss) from operations           (202,536)  (53,248)
                                       -----------------------

OTHER INCOME (EXPENSES):
Interest expense                               -       -
                                       -----------------------
Total other income (loss)                      -       -
                                       -----------------------
Net income (loss)                       (202,536)  (53,248)


ACCUMULATED DEFICIT, beginning of       (925,830)   93,938
period                                 -----------------------

ACCUMULATED DEFICIT, end of period    $(1,128,366)  $40,690
                                       =======================

Weighted average number of shares       9,554,420  4,949,750
outstanding                            =======================

Net income (loss) per share               $(0.02)    $(0.01)
                                       =======================


 The accompanying independent accountants' report and the notes to
                  financial statements should be
    read in conjunction with these Statements of Operations and
             Accumulated Deficit.




PAGE-5-F2



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FROM INCEPTION TO MARCH 31, 2002

                                   Add'l   Donated  Accumula    Total
                                   Paid    Capital    ted     Stockhol
                                    In     /Stock   Deficit     ders'
                                  Capital  Subscri    Dev.     Equity
                                           ptions    Stage
                  Shares    Value
                  ------    -----  ------  -------  -------    ---------

Issued for cash
August 31, 2000  3,250,00  $3,250  $5,250    $-       $-       $8,500


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

Accumulated
deficit
December 31,             -      -       -     -  (94,537)    (94,537)
2000            ----------------------------------------------------------

Balance at      4,949,750   4,950  174,825    -  (94,537)     85,238
December 31,    ----------------------------------------------------------
2000

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,       50,000      50   14,172 (14,222)     -        -
2001
September 11,     200,000     200   56,692 (56,892)     -        -
2001
October 15, 2001   50,000      50   17,450 (17,500)     -        -

December 20,       50,000      50   20,950 (21,000)     -        -
2001

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   5,900   (6,000)     -        -

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

Net income
(loss)
December 31,            -       -       -       -  (831,293) (831,293)
2001           -----------------------------------------------------------

Balance at      9,536,750   9,537 $1,551,427 (740,720) (925,830) (105,586)
December 31,
2001

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      9,657,719 $9,657 $1,588,807 $(606,931) $(1,128,366) $(136,833)
March 31, 2002   =============================================================


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



PAGE-6-F3



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF CASH FLOWS
   FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

                                    03/31/2002  03/31/2001
                                   -------------------------
    CASH FLOWS FROM OPERATING
    ACTIVITIES:
    Net (loss)                      $(202,536)  $(53,248)
    Depreciation                          471       -
    Adjustment to reconcile net
    (loss) to net cash
    (used) by operations:
    Stock based compensation          133,789       -
    Increase (decrease) in              8,096       -
    accounts payable               -------------------------
    Net cash (used) by operating      (60,180)  (53,248)
    activities                     -------------------------

    CASH FLOWS FROM INVESTING
    ACTIVITIES:
    Purchase of fixed assets                -       -
    Loan to officer, director &       (10,050)      -
    shareholder                    -------------------------
    Net cash used by investing        (10,050)      -
    activities                     -------------------------

    CASH FLOWS FROM FINANCING
    ACTIVITIES:
    Issuance of common stock              120       -
    Increase in additional paid in     37,380       -
    capital
    Loans from shareholders            39,395       -
                                   -------------------------
    Net cash provided by financing     76,895       -
    activities                     -------------------------

    NET INCREASE (DEACREASE) IN         6,665  (53,248)
    CASH

    CASH, BEGINNING OF PERIOD             597   93,938
                                   -------------------------
    CASH, END OF PERIOD              $7,262    $40,690



    SUPPLEMENTAL INFORMATION:
    Interest paid                        $-       $-
                                   =========================
    Income taxes paid                    $-       $-
                                   =========================

 The accompanying independent accountants' report and the notes to
                  financial statements should be
     read in conjunction with these Statements of Cash Flows.



PAGE-7-F4



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 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 no 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 were non-cash transactions, which are discussed in
     detail in Note 4.

     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

     Earnings per share for any specific period end is calculated
     by first determining the weighted average number of shares
     that were outstanding for the period end.  The net income
     for that period is computed by dividing the weighted
     average number of common shares outstanding during the period
     to arrive at earnings per share.



PAGE-8-F5



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002


NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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:

                 Vehicles                     5  Years
                 Office Equipment             5  Years
                 Office Furniture & Fixtures  7 Years

     Depreciation expense for the quarter ended March 31, 2002 and
     March 31, 2001 was $471 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 period ended March 31, 2002 was $0.

     Revenue Recognition

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


NOTE 3 - GOING CONCERN

     These financial statements have been prepared in accordance
     with generally accepted accounting principles applicable to a
     going concern, which contemplates the realization of assets
     and the satisfaction of liabilities and commitments in the
     normal course of business.  As



PAGE-9-F6



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002

NOTE 3 - GOING CONCERN (CONTINUED)

     of March 31, 2002, the Company had recognized no revenue to
     date and had accumulated operating losses of approximately
     $1,129,666 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.

     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.



PAGE-10-F7



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          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.

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

     Deferred Compensation

     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 value of services divided by the
     par value of the shares.

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



PAGE-11-F8



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

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

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

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

          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



PAGE-12-F9



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     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, as follows:

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

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

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

     In September 2001, 750,000 shares of common stock were issued
     to three individuals and one organization in exchange for
     future services.  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 value
     of services divided by the par value of the shares, as follows:

          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



PAGE-13-F10



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of 1933.

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

     Stock Based Award Agreements

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

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

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

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

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

          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.



PAGE-14-F11



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

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

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

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

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

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

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

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

          The Company issued 50,000 shares of common stock to an
          individual as a matter of separate inducement and
          agreement in connection with his employment with or
          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.



PAGE-15-F12



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     Acquisitions

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

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


NOTE 5 - RELATED PARTY TRANSACTIONS

     The president of the company received $10,050 as a loan.
     Repayment terms of the debt have not been defined as of March
     31, 2002.

     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, 2002, 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



PAGE-16-F13



                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF MARCH 31, 2002

NOTE 6 - MATERIAL CONTRACTS/AGREEMENTS (CONTINUED)

     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 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 Company.  As of March 31,
     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 - 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.





PAGE-17-F14



       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  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  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.

Results of Operations

     For  the quarter ended March 31, 2002, we incurred a net  loss
of  $202,536 on zero revenues.  Total expenses, comprised primarily
of  general  and administrative expenses, as well as  research  and
development  expenses, were $202,536 during the period ended  March
31,  2002, compared to $53,248 for the year ago period.  We  expect
these  expenses to increase as we implement our business  plan  and
begin our planned principal operations.

     On  February 28, 2002 we terminated and rescinded 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  our
total assets.

Liquidity

     For  the  three months ended March 31, 2002, we experienced  a
net increase in cash of $6,665.  Our management anticipates that we
will  experience  future negative cash flows forat least approximately
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, 2002.  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.



PAGE-18-



     Our  management believes that our cash on hand as of March 31,
2002, will only carry us through the next six months.  We will need
at  least  $250,000 to continue operations through the  fiscal  year
ended  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 an offering 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 preliminary or definitive
agreements 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 May
15,  2002,  that  there is substantial doubt about our  ability  to
continue   as  a  going  concern  over  the  next  twelve   months.
Nonetheless, our poor financial condition could inhibit our ability
to achieve our business plan.

Continuing Operations

     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.  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 salespeople in
the   near   future.   We  expect  these  salespeople  to   receive
compensation  in the form of commissions only, with no  salary,  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.  At
this  time, however, we have no immediate plan to hire any salaried
or hourly employees.

     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.






PAGE-19-



                    PART II - OTHER INFORMATION

                         Item 6. Exhibits

Exhibit           Name and/or Identification of Exhibit
Number

  3    Articles of Incorporation & By-Laws
          (a) Articles of Incorporation of the Company.*
          (b) By-Laws of the Company.*

  10   Material Contracts
          (a) Matthews Asset Purchase and Adoption Agreements**
          (b) Redemption Agreement between the Registrant and
          Matthew Moghadasian, dated February 28, 2002***

*  Incorporated  by  reference to the  exhibits  to  the  Company's
General  Form  for  Registration of Securities  of  Small  Business
Issuers  on  Form  10-SB, and amendments thereto, previously  filed
with the Commission.

**  Incorporated  by  reference to the exhibits  to  the  Company's
General  Form  for  Registration of Securities  of  Small  Business
Issuers on Form 8-K, previously filed with the Commission.

***  Incorporated  by reference to the exhibits  to  the  Company's
General  Form  for  Registration of Securities  of  Small  Business
Issuers on Form 10-QSB, previously filed with the Commission.








PAGE-20-



                            SIGNATURES

     Pursuant  to  the requirements of the Securities and  Exchange
Act  of  1934,  the registrant has duly caused this  Report  to  be
signed on its behalf by the undersigned hereunto duly authorized.


                Media and Entertainment.com, Inc.
                          (Registrant)

By: /s/ Roger Paglia
Roger Paglia
President

  In  accordance  with the requirements of the  Securities  Act  of
1933,  this  Registration  Statement was signed  by  the  following
persons in the capacities and on the dates stated:

     Signature               Title                      Date

  /s/ Roger Paglia       Principal Executive           May 15, 2002
    Roger Paglia         Officer, Preident and
                         Director

  /s/ Jon Jannotta       Executive Vice                May 15, 2002
      Jon Jannotta       President


/s/ Benedict Paglia      Principal Financial
                         Officer, Vice-President,       May 15, 2002
    Benedict Paglia      and Secretary








PAGE-21-