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

                            Amendment
                               to
                           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: 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 Identification
incorporation or organization)                 No.)

500 North Rainbow Blvd., Suite                89107
              300                           (Zip Code)
(Address of principal executive
           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
  Consolidated Balance Sheet                                     6
  Consolidated Statement of Operations                           7
  Consolidated 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

SIGNATURES









PAGE-2-







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

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

                                and

               Consolidated 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

                      Consolidated 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

Consolidated Balance Sheet                                 2

Consolidated Statement of Operations                       3

Consolidated 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

inment.com, Inc. (a Nevada corporation) (a development stage
company) as of September 30, 2001 and the related consolidated
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 consolidated 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 consolidated 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 consolidated 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 consolidated financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.  As
discussed in Note 2 to the consolidated 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
consolidated 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)
                    Consolidated Balance Sheet

                                         (unaudited)
                                          September   December 31,
                                             30,
                                            2001          2000

Assets

Current assets:
Cash                                         $ 37,330    $ 106,946
Marketable securities                           9,263       11,085
Loan receivable - related party                64,347        4,300
Accounts receivable                            37,060       11,164
Deposits                                        3,173            -
Total current assets                          151,173      133,495

Prepaid expenses                              674,664            -

Fixed assets, net                               2,518        4,350

Investment in Nexcode                         406,800            -

                                          $ 1,235,155    $ 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 at 6/30/01 and
12/31/00
     Common stock, $0.001 par value,            8,975        4,950
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
     Additional paid-in capital             1,429,779      173,525
     (Deficit) accumulated during           (289,597)     (50,630)
development stage
                                            1,149,157      127,845

                                          $ 1,235,155    $ 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)
               Consolidated 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         97,434   46,282  164,328  52,994    227,553
      administrative expenses
          General and         31,312        -   67,813      -      99,125
      administrative expenses
           - related party
          Depreciation           916        -      916      -        916
               Total         129,662    46,282  233,057  52,994    327,594
      expenses            ------------------------------------------------



     Net (loss)           $(91,665) $(46,282) $(195,060) $(52,994) $(289,597)
                          ===================================================
     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          $        $        $      $          $
                              (0.02)        -   (0.03)      -     (0.06)
                          ===================================================

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


PAGE-7-F3


                 Media and Entertainment.com, Inc.
                   (a Development Stage Company)
               Consolidated 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)                       $(195,060)   $(52,994)   $(289,597)

Depreciation                           916          -          916
Stock issued for services           76,611          -       76,611
Adjustments to reconcile net
(loss)
to net cash (used) by
operations:
(Increase) in loan to related      (40,000)         -     (40,000)
party
(Increase) in accounts receivable    3,414          -        3,414
Increase (decrease) in accounts    (2,000)     45,000        8,000
payable
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       (87,010)    (7,994)   (171,547)
activities

Cash flows from investing
activities
Purchase of fixed assets                 -          -     (4,579)
Marketable securities                1,822          -     (9,263)
Net cash used by investing           1,822          -    (13,842)
activities

Cash flows from financing
activities
     Issuance of common stock            -      4,950       4,950
     Additional paid-in capital          -    173,525     173,525
Net cash provided by financing           -    178,475     178,475
activities

Net (decrease) increase in cash    (87,010)   170,481       6,928

Cash - beginning                   124,340          -      30,402
Cash - ending                      $37,330   $170,481     $37,330


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

Non-cash transactions:
     Number of shares issued     3,180,000          -    3,180,000
for services



  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 Consolidated Financial Statements
                              (unaudited)

Note 1 - Basis of presentation

The interim financial statements included herein, presented in
accordance with United States generally accepted accounting
principles 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 reports
filed in connection with the business combinations with Matthews
Affiliated Productions, Inc., and Nexcode, Inc.  The Company follows the
same accounting policies in the preparation of interim reports.

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 $261,252 to date and has accumulated
operating losses of approximately $208,368 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

On June 7, 2001, the Company issued 455,000 shares of its $0.001
par value common stock in exchange for a one-year management
consulting agreement with two individuals.  The management
consulting services are valued at $129,675.

On July 30, 2001, the Company issued 100,000 shares of its $0.001
par value common stock in exchange for the assets of Matthews
Affiliated Productions, Inc.

On July 31, 2001, the Company issued 200,000 shares of its $0.001
par value common stock in exchange for one-year management and
financial consulting agreements with two individuals.  The
management consulting services are valued at $50,000.

On July 31, 2001, the Company issued 500,000 shares of its $0.001
par value common stock in exchange for a two-year consulting
agreement with an entity.  The management consulting services are
valued at $125,000.

On August 16, 2001, the Company issued 1,200,000 shares of its
$0.001 par value common stock in exchange for the assets of
Nexcode, Inc.

During the month of September 2001, the Company issued 1,570,000
shares of its $0.001 par value common stock in exchange for
consulting agreements with several individuals and entities.  The
management consulting services are valued at $446,600.

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 to Consolidated Financial Statements
                             (unaudited)

Note 4 - 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

On July 30, 2001, the Company issued 100,000 shares of its $0.001
par value common stock in exchange for the assets of Matthews
Affiliated Productions, Inc.

On July 31, 2001, the Company issued 200,000 shares of its $0.001
par value common stock in exchange for one-year management and
financial consulting agreements with two individuals, who are also
shareholders.  The management consulting services are valued at
$50,000.

On August 16, 2001, the Company issued 1,200,000 shares of its
$0.001 par value common stock in exchange for the assets of
Nexcode, Inc.

During the month of September 2001, the Company issued 800,000
shares of its $0.001 par value common stock in exchange for
consulting agreements with several individuals and entities.  The
management consulting services are valued at $224,000.

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 to Consolidated Financial Statements
                           (unaudited)

Note 6 - Material contracts/agreements

On  July 31, 2001, the Company executed an asset purchase agreement
with  Matthews  Affiliated Productions (MAP)  whereby  the  Company
wishes  to  purchase 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 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,  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 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 September 30, 2001, the Company  has
paid $40,000 to Nexcode for the purpose of developing the assets of
the  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.

Note 7 - 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.

Results of Operations

     For  the quarter ended September 30, 2001, we incurred  a  net
loss  of  $118,991  on revenues of $96,838.   Cost  of  goods  sold
amounted  to  $36,377,  while total expenses  were  $179,494.   Our
expenses  mainly consisted of general and administrative costs  and
depreciation.

     For  the  year  to date, we recognized revenues  of  $239,377.
After  deducting cost of goods sold in the amount  of  $36,914,  we
experienced a gross profit of $202,463.  However, we incurred a net
loss of $129,828 after deducting total expenses of $332,291.

     Of  the total expenses of $179,494 for the third quarter ended
September 30, 2001, approximately 17%, 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
                        September 30, 2001
                                and
                         December 31, 2000

                                and

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


November 14, 2001

Board of Directors
Nexcode, Inc.
Las Vegas, NV

I have audited the Balance Sheets of Nexcode, Inc. (the "Company"),
as of September 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 September 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 September 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 September 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

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

Current assets:
Cash                                              $76           $-
Loan receivable - officer, director &          35,400            -
shareholder
Total current assets                           35,476            -

                                              $35,476           $-

Liabilities and Stockholders' Equity

Current liabilities:
Loan payable - related party                  $40,000           $-
Total current liabilities                      40,000            -

Stockholders' (deficit):
     Common stock, $0.01 par value,             4,500            -
1,000,000 shares
        authorized, 450,000 and no
shares issued and
        outstanding at 9/30/01 and
12/31/00, respectively
     Additional paid-in capital                 5,191            -
     Subscription receivable                    (500)            -
     Deficit accumulated during              (13,715)            -
development stage
                                              (4,524)            -

                                              $35,476           $-



  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,
                              nine month      2000          2000
                                Period    (inception)   (inception)
                                 ended         to            to
                               September  December 31,   September
                                    30,                       30,
                                   2001         2000          2001
                              ---------   ----------     ---------

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

Gross profit                          -            -             -

Expenses:
     General and                 13,715            -        13,715
administrative expenses
          Total expenses         13,715            -        13,715

Net (loss)                    $(13,715)           $-     $(13,715)

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

Net (loss) per share            $(0.03)           $-       $(0.03)




  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  Additi  Deficit       Total
                                 ptions   onal   Accumula    Stockhol
                                Receiva  Paid-     ted         ders'
                                  ble      in     During      Equity
                                         Capital Developm
                                                   ent
                                                  Stage
                 Shares  Amount
                -----------------------------------------------------

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

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

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


July 2001
  Expenses paid        -      -        -  5,191         -      5,191
by founders

Net (loss)
  January 1,
2001 to
  September 30,        -      -        -      -  (13,715)   (13,715)
2001              ---------------------------------------------------

Balance, 9/30/01  450,000 $4,500   $(500) $5,191 $(13,715)  $(4,524)
                  ===================================================



  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
                                 nine month    12, 2000    12, 2000
                                   Period     (Inception) (Inception)
                                   ended          to         to
                                 September     December    September
                                    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:
  (Increase) in loan to           (35,400)            -    (35,400)
officer, director &
shareholder
  Increase in loan from             40,000            -      40,000
related party
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 September 30, 2001 and December 31, 2000.

Revenue recognition
The Company recognizes revenue on the accrual basis.

Advertising costs
The  Company expenses all costs of advertising as incurred.   There
were  advertising  costs  included in  general  and  administrative
expenses in the amount of $900 as of September 30, 2001, and $0  as
of December 31, 2000.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
September 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 September
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 September  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 - Loan receivables - related parties

At September 30, 2001 and December 31, 2000, loan receivables
consisted of the following:

                                        September       December
                                         30, 2001       31, 2000
Unsecured loans to:                   -----------    -----------
Nana Yalley - officer, director &     $    12,300    $         -
shareholder
Michael Brown - officer, director     $    11,800    $         -
& shareholder
Caesar Collazo - officer, director    $    11,300    $         -
& shareholder
Total - unsecured loans to related    $    35,400    $         -
parties

Note 4 - Loan payable - related party

At September 30, 2001 and December 31, 2000, loan payables
consisted of the following:

                                        September       December
                                         30, 2001       31, 2000
Unsecured loan from:                   ----------     ----------
Media and Entertainment.com, Inc.     $    40,000    $         -
- related party

Note 5 - 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 September 30, 2001, the Company has a net operating loss
carryforward of approximately $13,715 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 6 - 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 total cash in the amount of $4,500 (of which
$4,000 has been received in July 2001).  The remaining $500 is
considered Subscriptions Receivable.

During the period ended July 31, 2001, the officers, directors and
shareholders of the Company paid for expenses on behalf of the
Company totaling $5,191.

There have been no other issuances of common stock.

Note 7 - Related party transactions

During the nine-month period ended September 30, 2001, the Company
loaned $35,400 to the officers, directors and shareholders of the
Company (See Note 3).

During the nine-month period ended September 30, 2001, the Company
received $40,000 from a related party (See Note 4).

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 8 - Warrants and options

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

Note 9 - Material contracts and agreements

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.  The transaction will be treated as a
"merger" in that the Company will become a subsidiary of the M&E.


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) in exchange  for
1,200,000  shares  of common stock 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  Nexcode,  Inc. (a California  Corporation),  which
closed  on  August  16,  2001  was  accounted  for  as  a  business
combination  as  the  stockholders of Media and  Entertainment.com,
Inc. (a Nevada Corporation) controlled the voting common shares  of
the  Company  immediately  after the acquisition.   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 September 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 nine-month period ended September 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

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

Current assets:
  Cash & equivalents               $76     $37,330       $-  $37,106
  Marketable securities              -       9,263        -    9,263
  Loan receivable -             35,400      64,347  (40,000)   59,747
officer director &
  shareholder
  Accounts receivable                -      37,060        -   37,060
  Deposits                           -       3,173        -    3,173
    Total current assets        35,476     151,173  (40,000)  146,649


Prepaid expenses                     -     674,664        -  674,664

Fixed assets, net                    -       2,518        -    2,518

Investment in Nexcode                -     406,800        -  406,800

                              $35,476  $1,235,155 $(40,000) $1,230,631


Liabilities and
Stockholders' Equity

Current liabilities:
  Accounts payable                  $-     $11,867       $-  $11,867
  Payroll liabilities                -         131        -      131
  Wages payable                      -      29,500        -   29,500
  Loan payable - related        40,000      44,500  (40,000)   44,500
party
    Total current               40,000      85,998  (40,000)   85,998
liabilities

Stockholders' equity:
  Common stock, $0.0001          4,500       8,975  (4,500)    8,975
par value,
    20,000,000 shares
authorized, 8,974,750
    shares issued and
outstanding as of
    9/30/01
  Preferred stock, $0.001            -           -        -        -
par value, 5,000,000
    shares authorized,
no shares issued and
    outstanding
  Additional paid-in             5,191   1,429,779  (5,191)  1,429,779
capital
  Subscriptions                  (500)           -     500         -
receivable
  Retained earnings           (13,715)   (289,597)    9,191  (294,121)

                               (4,524)   1,149,157        -  1,144,633


                              $35,476  $1,235,155  $(40,000) $1,230,631



  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 Nine Month Period Ended September 30, 2001

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

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

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

Gross Profit                         -      37,997        -    37,997

Expenses:
  General &                     13,715     164,328        -   178,043
administrative expenses
  General &                          -      67,813        -    67,813
administrative expenses -
related
  party
  Depreciation                       -         916        -       916
    Total expenses              13,715     233,057        -   246,772


Net (loss)                   $(13,715)   $(195,060)       $-  $(208,775)


Weighted average number
of
  Common shares                450,000   5,844,315        -  5,844,315
outstanding

Net (loss) per share           $(0.03)     $(0.03)       $-   $(0.04)





  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

To reflect the recapitalization of Media and Entertainment.com,
Inc. (a Nevada Corporation) with the book value of net assets of
Nexcode, Inc. (a California Corporation) at the acquisition date.
Because the acquisition was accounted for as a business combination
there was neither goodwill recognized nor any adjustments to the
book value of the net assets of Nexcode, Inc. (a California
Corporation) that would affect the pro-forma statement of
operations.






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.

  23    Consent of Experts and Counsel

             Consents of independent public accountants


(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.
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                           (Registrant)



Date:     February 19, 2002


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






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