UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

For  the  fiscal  year  ended  December  31,  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  000-24706
                          ---------


                      SELECT  MEDIA  COMMUNICATIONS,  INC.
               --------------------------------------------------
             (Exact name of Registrant as specified in its charter)

New  York                                        13-3415331
-----------------------------------         ----------------------------
State  (or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)

             575 Madison Avenue Suite 1006, New York, New York 10022
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 605-0548
                            -------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                          Name  of  Each  Exchange
Title  of  Each  Class                    on  which  Registered
-----------------------                   ------------------------

     None
-----------------------                   ------------------------

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                       Common Stock ($.001 par value)
       ------------------------------------------------------------------
                                (Title of Class)

<PAGE>
Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter  period  than 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 [ ]

Check  if  there  is  no disclosure of delinquent filers pursuant to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  the  From  10-KSB.  [_]

State issuer's revenues for its most recent fiscal year. $ 13,195

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  if  the  Exchange  Act.)  $  8,820,325  as  of  April  26,  2002.

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort  and expense, the issuer may calculate the aggregate market
value  of  the  common  equity held by non-affiliates on the basis of reasonable
assumptions,  if  the  assumptions  are  stated.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check  whether  the  issuer  has  filed all documents and reports required to be
filed  by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  [  ]  No  [X]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: 31,552,683 Shares of Common Stock on
April  26,  2002.

           Transitional Small Business Disclosure Format  (Check One):
                               Yes[   ]     No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not applicable.

<PAGE>

                                     PART I

ITEM  1.       DESCRIPTION  OF  BUSINESS

     This  report  on  Form  10-KSB  may  be  deemed  to include forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended,
that  involve  risk and uncertainty, including financial, regulatory environment
and  trend  projections, estimated costs to complete or possible future revenues
from  the  Company's expansion plans, the likelihood of successful completion of
such  plans, as well as any statements preceded by, followed by, or that include
the  words  "intends,  "  "estimates,"  "believes,"  "expects,"  "anticipates,"
"should," "could," or similar expressions; and other statements contained herein
regarding  matters that are not historical facts.  Although the Company believes
that  its  expectations  are  based  on  reasonable  assumptions, it can give no
assurance  that  its  expectations will be achieved.  The important factors that
could  cause  actual  results  to  differ  materially  from  those  in  the
forward-looking  statements  below  include,  without  limitation,  the  risks
referenced  from  time  to time in the Company's filings with the Securities and
Exchange  Commission, including this Form 10-KSB for the year ended December 31,
2001  under  the  heading "Risk Factors" on page 7, below.  Except our reporting
responsibilities,  the  Company  does  not  undertake  any obligation to release
publicly  any  revisions to such forward-looking statements to reflect events or
circumstances  after  the  date  hereof  or  to  reflect  the  occurrence  of
unanticipated  events.

     Unless the context indicates otherwise, in this Form 10-KSB the terms "we,"
"our,"  "us" or "Select Media" include Select Media Communications, Inc. and its
wholly  owned  subsidiary,  Sigma  Sound Services, Inc. A reference to a "fiscal
year"  refers  to  our fiscal year ended December 31 of that year; for instance,
the  term  "Fiscal  2000"  means  our  fiscal  year  ended  December  31,  2000.

GENERAL

     Select Media Communications, Inc., a New York corporation, was organized in
September  1981.  Our common stock is traded on the OTC Bulletin Board under the
symbol  "SMTV.OB."  We began operations in 1981 as a producer and distributor of
"vignettes,"  which  are  short-form  (thirty-second)  informational  programs
distributed  by  particular  sponsors for viewing during regular programming. We
are  currently  attempting to position our Company as a distributor of music and
television  programming.

     As  of  the  date  of  this  Form  10-KSB,  we have no substantial business
operations,  although  we  may  have  some  residual  value  attributable to our
vignette  business.

     On October 13, 1995, we filed a voluntary petition for reorganization under
Chapter  11  of  the  United  States  Code. We filed this petition in the United
States  Bankruptcy  Court  for the Southern District of New York and our plan of
reorganization  was  confirmed  on  August  28,  1997.  In  the  period from the
bankruptcy  filing  in  October  1995  until  September  1998,  Select Media was
essentially  dormant.  In  September 1998, we reactivated our marketing efforts,
began  marketing  our vignette products to advertisers, and began production and
distribution  of  video  press  releases for General Motors Corporation. We also


                                      -3-
<PAGE>
provided  services  to  worldwide  broadcasters  and  acted as a television news
agency  under the name Select International Television Network for sale to local
and  foreign  news  broadcasters.  We  ceased operations of Select International
Television  Network  as  of  October  30,  2000.

     In  January  2000,  we  repositioned our business to focus on entertainment
content that is sold through traditional media and over the Internet. We believe
that  given  changes in the structure of television broadcasting, including, but
not  limited to, the creation of a number of alternative television networks and
the  resulting  scarcity  of  advertising  airtime available to local television
stations,  we  can  better  serve  our  shareholders  by  becoming  the owner of
entertainment  content  providers.  By  owning  content  providers,  we can take
advantage  of  the changing distribution systems offered by broadcast, cable and
Internet  distribution.  In  January  2000,  we purchased all of the outstanding
common  stock  of  Sigma  Sound  Services, Inc. pursuant to the terms of a stock
purchase  agreement.  After  we  defaulted on various payments due to the former
owner  of  Sigma  Sound Services, Inc., we relinquished control and ownership of
Sigma Sound Services, Inc. to its former owner. On September 28, 2001, we agreed
to pay the former owner $350,000 pursuant to a note with interest accruing at 8%
per year, payable in four equal installments in 2002 and 2003. We also agreed to
issue  45,000  restricted  common shares to settle two employment contracts with
employees  of  Sigma  Sound  Services,  Inc.

     In  March 2000, we purchased some of the assets of After Hours Productions,
Inc.  consisting  of  certain  contracts  for  recording  projects.  After Hours
Productions,  Inc. creates custom music and video products. On October 29, 2001,
we  reached an agreement with a former employee settling his employment contract
by  assigning  certain  AHP  assets  to  the  former  employee.

     As  a  result  of  the  acquisitions  and subsequent divestitures described
above,  we  currently own only the vignette business. That business is currently
dormant,  but  we  believe  that  we may be able to reinitiate operations of the
vignette  business.

     On  December  6,  2000,  Select  Media  signed  a definitive Asset Purchase
Agreement  (the  "Definitive  Agreement")  to  acquire  all  of  the  assets and
liabilities  of  Betelgeuse Productions, LLC for $10 million. Betelgeuse has the
ability to create entertainment content for broadcast, cable and Internet and to
adapt  existing  product  for  use as Internet content. The Definitive Agreement
provided  for  an initial $500,000 down payment, which we have paid. The balance
of  $9.5  million  is due six months from the due diligence completion date (see
Note  17 to the financial statements). This transaction is currently on hold as
a  result of our inability to agree on the current value of the business and our
inability,  up  to  this  time,  to  obtain  financing  for  the  transaction.

     To  further  our  strategy  to  become a vertically integrated provider and
distributor  of  programming and high-quality recorded music through traditional
media  and the Internet, on November 9, 2001 we reached an agreement with 90% of
the  shareholders  of  ANTRA Holdings Group, Inc. (Pink Sheets:RECD) to exchange
their  shares  of ANTRA common stock for shares in Select Media. ANTRA produces,
acquires,  licenses  and  distributes  recorded  music,  focusing on urban music
including  hip-hop,  rap, and rhythm and blues. On November 19, 2001, we reached
an  agreement  to convert ANTRA's convertible debt into approximately $7 million
of  Select  Media  convertible  debt.  We  closed  the  exchange  of  the  ANTRA
convertible  debt  on  November  27,  2001,  but  have  not  closed the exchange


                                      -4-
<PAGE>
agreement  with  holders  of  the  ANTRA  common stock. ANTRA competes with many
larger  full service corporations in the music recording business but focuses on
the smaller sub-segment music genre of urban music, primarily urban/rap/hip-hop.
ANTRA  has  formed  joint  ventures  in  the  past to distribute and promote its
records.  On  January  28,  2002,  we  received  a  notice  from  counsel to the
representative  of  ANTRA's  shareholders  that  the  shareholders  consider the
Exchange  Agreement  to  be  void and of no effect as a result of our failure to
fund  ANTRA  pending closing.  As we believe that we had no obligation under the
Exchange  Agreement  to  fund ANTRA pending closing, we consider the claim to be
without merit. We intend to proceed with the closing of the ANTRA transaction as
previously  planned.  As  a  result  of the failure to close the exchange of the
ANTRA  common  stock within 90 days of closing date, we are currently in default
under the terms of the convertible debt instruments. We are unaware of any claim
of  default  pursuant to terms of the convertible debt instruments has been made
as  of  May  2002.

COMPETITION

     We face competition from some of the largest entertainment companies in the
United  States.  It is difficult to estimate the size of the television vignette
market  in which we compete. We are not aware of any other companies involved in
the  vignette  business.  We  believe  that competition in this business segment
comes  not  from  other  producers  of vignettes, but from other users of scarce
airtime.  One  of  the most significant developments in the broadcast television
industry in the 1990's was the growth of alternative broadcast networks, such as
Fox,  WB  and  UPN.  Before  this development, television stations that were not
affiliates  of  the  three  large  television  networks  (CBS,  NBC,  ABC)  were
independent  local stations, each of which had substantial amounts of airtime to
sell  to  our  customers  and  us. Today, most formerly independent stations are
affiliated  with one of the new networks. The network, in exchange for providing
programming,  has  the  right  to  sell a significant portion of the affiliate's
broadcast  airtime. Therefore, the affiliate has less airtime to sell itself. As
a  result, the cost of airtime has increased dramatically, and this increase has
adversely  affected  the  vignette business. The entertainment market is rapidly
evolving and intensely competitive. Increased competition is likely to result in
price  reductions,  reduced gross margins and loss of market share, any of which
could  seriously  harm  our  net  sales  and  results  of  operations. We expect
competition to intensify in the future , as additional distribution channels for
entertainment  products  are  opened.

     Many  of  our  competitors  and potential competitors have longer operating
histories,  larger  customer  bases, greater brand recognition and significantly
greater  financial,  marketing  and  other  resources  than we do. Many of these
competitors  can  devote substantially more resources to marketing and promotion
than  we  can.  In  addition,  larger,  well-established  and  well-financed
entertainment companies may try to offer competing products. Our competitors may
be  able  to  adopt  more aggressive pricing policies than we are able to adopt.

MARKET  SEGMENTS

     During the year ended December 31, 2001, our television production business
could  be  divided into two distinct markets: (1) short and long form television
production  and  distribution;  and  (2)  entertainment  content  production and
distribution.

     Short  and  Long  Form  Television  Production  and  Distribution


                                      -5-
<PAGE>
     Our  legacy  vignette and video press release business comprise this market
segment,  along  with proposed future television projects. We retain our ability
to produce and distribute both short-form and long-form video productions. These
include  vignette  products,  video  press  releases  and traditional television
programming.  We  did  not produce any traditional television programming during
the  year ended December 31, 2001, although we have produced such programming in
the  past.  Because  of  the repositioning of our business in 2001, we intend to
focus  on  products  other  than  video  press  releases.

     We  continue to market our remaining vignette products to large advertisers
through  their  marketing  departments.  As  a result of our desire to shift our
business  to  that of an entertainment content provider, we no longer market our
video  press  release  service.

     Entertainment  Content  Production  and  Distribution

     ANTRA's  music  recording business consists of several functions, including
publishing,  production,  manufacturing,  licensing, distribution and promotion.
ANTRA  competes  with  many larger full service corporations in the music record
business  but  focuses  on the smaller sub-segment music genre of urban music --
primarily  urban/rap/hip-hop.  ANTRA  has  formed  joint ventures in the past to
distribute  and  promote  its  records.

     We  have  not  and do not expect to have in the future significant research
and  development  expenses.

     Our  principal  office  is  located  at 575 Madison Avenue, Suite 1006, New
York, New York 10022 and our telephone number at that address is (212) 605-0548.
As  of  the  date  of  this  Form  10-KSB,  we  have  one  employee.

IMPACT  OF  INFLATION

     Inflation  has  historically  not  had a material effect on our operations.

RECENT  DEVELOPMENTS

     In  January  2002,  we  entered  into  an  agreement with Dominick Sartorio
pursuant  to which Mr. Sartorio agreed to release us from payment of back salary
and  expenses  owed  to  him and to surrender to us 500,000 shares of our common
stock  of  the  2,000,000  shares  held  by  him.

     With  the  Company's  shares trading at $ .01, with almost no volume at the
beginning  of  April  2002,  the  Company  decided  that  a substantial investor
awareness  program  was  necessary  in order for the Company to be able to raise
additional  capital.  In  addition, it was decided that an immediate infusion of
some  additional  capital  was  needed  in  order  for  the  Company to remain a
reporting  Company.

     The  Company entered into an agreement with a shareholder who agreed to pay
$  87,500, of which $ 72,500 would be applied toward completion of the Company's
and  ANTRA's  audits for 2001 and the balance toward release of shares for a new
investor  awareness  program.  The  shareholder  was  issued 7,000,000 shares of
common  stock  in  exchange  for  these  payments.


                                      -6-
<PAGE>
     The  Company entered into an agreement with MSRK Holdings to participate in
the  sponsorship  of  a new investor awareness program for an agreed upon fee of
$50,000.  The  Company  agreed  to  provide  MSRK  Holdings  with an independent
research  report  and  5,000,000  freely  trading  shares  (contributed by three
existing  stockholders,  see  below),  in  lieu  of  the  $ 50,000 cash payment.

     The  Company  reached agreements with three shareholders to contribute some
of  their  respective shares to the investor awareness program.  Mitch Gutkowski
agreed to contribute 2,000,000 shares.  In exchange of this contribution, and in
settlement  of  all  other  outstanding  payroll  and business expenses owed Mr.
Gutkowski  for  past  services,  the Company agreed to pay $ 150,000 in cash and
issue  2,000,000  replacement shares.  Lloyds Bahamas Securities, Ltd. agreed to
transfer  2,500,000 shares to the new investor awareness program in return for $
15,000,  which  was  paid,  and  4,000,000  replacement  shares.

     A  third  shareholder  agreed to contribute the remaining 500,000 shares of
the  total  needed  for  the  investor  awareness  program.  This  was part of a
settlement  with  this  shareholder  concerning  the  payment in October 2000 on
behalf  of the Company $ 250,000 to ANTRA Holdings Group.  The Company agreed to
issue  a  total  of  1,500,000  shares,  500,000 of which are being used for the
investor  awareness program.  As part of this settlement, the shareholder agreed
to pay for the research report to be used for the investor awareness program and
to  resolve  an  outstanding  legal  bill  of  approximately  $  150,000.

RISK  FACTORS

     Select Media's business is subject to numerous risk factors, including, but
not  limited  to,  the  following:

Risks  related  to  our  financial  condition

WE  DO  NOT CURRENTLY HAVE ANY SUBSTANTIAL BUSINESS OPERATIONS AND WE MAY NOT BE
ABLE  TO  DEVELOP  BUSINESS  OPERATIONS  IN  THE  FUTURE.

          We  do not currently have any substantial business operations.  We did
not  have  revenues  in  the  fiscal  quarter  ended  September 30, 2001, and we
recorded  revenues  of less than $5,000 in the fiscal quarter ended December 31,
2001.  Although we have two pending business acquisitions, ANTRA Holdings Group,
Inc.  and  Betelgeuse  Productions  LLC,  there  can be no assurance that we can
initiate  business  operations, even if these acquisitions are completed.  If we
fail  to  initiate  business  operations  we  will  not  be  able  to  achieve
profitability.

OUR  CURRENT  LIABILITIES  SUBSTANTIALLY EXCEED OUR CURRENT ASSETS.  IF WE INCUR
ANY  UNEXPECTED  LIABILITIES, WE MAY NOT BE ABLE TO MEET OUR OBLIGATIONS AND MAY
BE  REQUIRED  TO  CEASE  OPERATIONS, AS A RESULT OF WHICH OUR SHAREHOLDERS WOULD
LOSE  THEIR  ENTIRE  INVESTMENTS.'

           As  of  December  31,  2001,  we  had  an  accumulated  deficit  of
$21,003,803,  and, as of that date, our current liabilities exceeded our current
assets  by  $6,743,014.  We  may  not be able to meet our obligations and may be
required  to  cease operations, as a result of which our shareholders would lose
their  entire  investments.

                                      -7-
<PAGE>
WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE FUTURE LOSSES, WHICH MAY
MAKE  IT  DIFFICULT  FOR  US  TO OBTAIN ADDITIONAL FINANCING AND TO FUND ONGOING
OPERATIONS  AND  REPAY  DEBT.

     We  incurred net losses of $5,203,004 for the year ended December 31, 2001,
and  $6,053,253 in fiscal 2000 respectively.  Our expenses are currently greater
than  our  revenues.  We  expect  operating  losses  and  negative  cash flow to
continue  for  the  foreseeable  future.  We  anticipate  that  our  losses will
increase significantly from current levels because we expect to incur additional
costs  and  expenses  related  to:

     - brand  development,  marketing  and  other  promotional activities;

     - development  of  new  products  and  services;

     - expansion  of  our  operations;

     - acquisition  and  integration  of  ANTRA  and  Betelgeuse;

     - additional  acquisitions  in  our  areas  of  focus;

     - development  of  relationships  with  strategic  business partners;

     - costs  of  litigation;  and

     - outstanding  tax  liabilities.

     If  we do achieve profitability, we cannot be certain that we would be able
to  sustain  those  profits  or  our  business  in  the  future.

OUR  INDEPENDENT  AUDITOR HAS EXPRESSED DOUBT CONCERNING OUR ABILITY TO CONTINUE
AS  A  GOING  CONCERN.

     Our independent auditor's report on our financial statements for the fiscal
year  ended  December 31, 2001 states that we incurred net losses of $5,203,004,
and  as  of  that  date,  our current liabilities exceeded our current assets by
$6,743,014, we have significantly curtailed operations and are unable to pay our
obligations  as  the  become  due.  In  addition  we  could  be  forced to cease
operations  in  the  near  term.  These  facts raise substantial doubt about our
ability to continue as a going concern.  See Note 1 to our Financial Statements.

WE  HAVE A SUBSTANTIAL PAYROLL TAX LIABILITY. FAILURE TO NEGOTIATE AN ACCEPTABLE
INSTALLMENT  PLAN WITH THE INTERNAL REVENUE SERVICE WILL HAVE A MATERIAL ADVERSE
EFFECT  ON  OUR  BUSINESS.

     Included  in  the  liabilities  on  the  balance sheet found in our audited
financial  statements  is an accrued expense of approximately $1.36 million that
represents  past due federal payroll taxes and estimated penalties and interest.
If  we are unable to negotiate a payment plan with the Internal Revenue Service,
the  Internal  Revenue  Service could file a tax lien on our assets, which would
have a material adverse effect on our business including a possible cessation of
operations.  Our  executive officers may be personally liable for trust taxes in
connection  with  the  payroll  tax  liability, and their personal liability may
affect  their  decisions  on  how  to  allocate  our  resources.


                                      -8-
<PAGE>
WE  HAVE  A  SUBSTANTIAL  TAX  LIABILITY TO THE CITY OF NEW YORK AND ARE LATE IN
MAKING  PAYMENTS.  CONTINUING  TO  FAIL  TO MAKE PAYMENTS ON THIS LIABILITY WILL
HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS.

     We  owe the City of New York approximately $230,000 (including interest) in
pre-bankruptcy  commercial  rent  tax.  Under  our  bankruptcy  Plan  of
Reorganization,  we  were required to make semi-annual payments of principal and
interest  to the New York City Department of Finance beginning in February 1998.
To  date,  we  have  been  unable  to  make  any  payments and have accrued this
liability  in  our  financial  statements.  If  we  continue to fail to pay this
liability  as  payments  are  due, the Department of Finance could declare us in
default  of  our  obligations under the Plan of Reorganization and could file an
action  to  attach our assets, which would have a material adverse effect on our
business.

     Risks  related  to  our  business

ANTRA  HOLDINGS GROUP, INC.'S SHAREHOLDER REPRESENTATIVE HAS NOTIFIED US THAT IT
REGARDS THE EXCHANGE AGREEMENT BETWEEN ANTRA AND US TO BE VOID AND OF NO EFFECT.
FAILURE TO CLOSE ON THE ACQUISITION OF ANTRA WILL HAVE A MATERIAL ADVERSE EFFECT
ON  OUR  BUSINESS  PLAN.

     The  acquisition  of  ANTRA Holdings Group, Inc. is an integral part of our
business  plan.  We  executed  an  Exchange  Agreement  with  ANTRA's  common
shareholders  on  November  9,  2001, and we plan to complete the acquisition in
June  2002.  On  January 28, 2002, however, we received a notice from counsel to
the  representative  of  ANTRA's shareholders that the shareholders consider the
Exchange Agreement to be void and of no effect based on their belief that we had
an  obligation  to fund ANTRA pending closing and failed to do so.  There can be
no assurance that the closing of the ANTRA transaction will proceed.  Failure to
close  the  ANTRA transaction will materially adversely affect our business plan
and  will  make  it  substantially  less likely that we will be able to generate
revenues  that  would  cover  our  operating  expenses.

WE  MAY  BE  UNABLE  TO  COMPLETE THE ACQUISITION OF BETELGEUSE PRODUCTIONS LLC,
WHICH  WOULD  ADVERSELY  AFFECT  OUR  BUSINESS  PLAN.

     The  acquisition  of Betelgeuse Productions LLC is an important part of our
business plan.  Although we secured the $525,000 down payment on our acquisition
of  Betelgeuse  through  Lloyd's  Bahamas  Securities,  Ltd., we do not yet have
financing  committed for the remaining $9,475,000 balance of the purchase price.
If we are unable to complete the acquisition of Betelgeuse because we are unable
to  get  sufficient  financing,  we  may  lose the $525,000 down payment on this
transaction.  Options  to  raise  the  balance  of  the purchase price include a
public  or  private  offering of our securities and accessing our equity line of
credit with Grenville Financial Ltd., but there can be no assurance that we will
be able to successfully access these financing sources. In addition, the current
owners  of  Betelgeuse  claim  that  we  no  longer  have  the right to purchase
Betelgeuse under our agreement.  We also believe that the value of Betelgeuse is
less  than  the  $10  million  purchase price we agreed to pay in December 2000.
These  disputes  with  the  owners  of  Betelgeuse  may  preclude closing on the
Betelgeuse  transaction,  which  would  adversely  affect  our  business  plan.

WE  MAY  BE  UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS AND OUR BUSINESS MAY
SUFFER  AS  A  RESULT  OF  THAT  INABILITY.


                                      -9-
<PAGE>
     In  order  to  restore  our  business  operations,  we  will  need to raise
substantial amounts of additional capital.  We cannot be certain that additional
financing  will  be available to us on favorable terms when required, or at all.
We  do  not  have  a  commitment  for  financing  the  balance of the Betelgeuse
acquisition costs.  If we raise additional funds through the issuance of equity,
equity-related or debt securities, those securities may have rights, preferences
or  privileges  senior  to  those  of  the  rights  of  our common stock and our
shareholders may experience additional dilution.  We require substantial working
capital  to  fund  our business.  Since our emergence from Chapter 11 bankruptcy
proceedings,  we  have experienced negative cash flow from operations and expect
to experience significant negative cash flow from operations for the foreseeable
future.  Financing  under  our  equity  line  of credit agreement with Grenville
Financial  Ltd.  is  not  currently  available  because  we  have  not  met  our
obligations  with  respect to registering additional shares of our common stock,
which  would  be  issuable  pursuant to the equity line of credit.  In addition,
there  are  conditions  to  our  ability to exercise puts under the equity line,
including  the  condition  that  there  can be no material adverse change in our
business.  As  a result of the uncertainty underlying our ability to satisfy all
of  the  requisite conditions, there can be no assurance that any financing will
be  completed  under  the  equity  line  of  credit  agreement.

OUR  OPERATING  RESULTS  HAVE FLUCTUATED AND HAVE BEEN DIFFICULT TO PREDICT.  IN
THE FUTURE OUR OPERATING RESULTS MAY ALSO FLUCTUATE AND BE DIFFICULT TO PREDICT.
IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE
MARKET  PRICE  OF  OUR  COMMON  STOCK  MAY  DECREASE  SIGNIFICANTLY.

     Our  annual  and quarterly operating results may fluctuate significantly in
the  future  due  to  a  variety  of  factors,  many of which are outside of our
control,  including,  among  other things, the unpredictability of trends in the
entertainment  industry.  Because  our  operating  results  are  volatile  and
difficult  to  predict,  we  believe  that quarter-to-quarter comparisons of our
operating  results  are  not a good indication of our future performance.  It is
likely  that  in  future  quarters  our  operating  results  may  fall below the
expectations  of  securities analysts and investors.  In this event, the trading
price  of  our  common  stock may fall significantly.  Other factors and events,
should  they  occur, that may harm our business or cause our operations to cease
include  the  following:

     - the  failure  to  complete  the  ANTRA  acquisition;

     - the  failure  to  complete  the  Betelgeuse  acquisition;

     - the failure to access the capital markets to raise capital for
       acquisitions and  for  marketing  and  promoting  our  services;

     - our  inability  to  manage  integration  of  acquisitions;

     - the  ability  of our competitors to offer competitive services or
       products; price  competition;

     - the termination of existing, or failure to develop new, strategic
       marketing relationships;

     - increases  in  the  cost  of  marketing;  and

     - the  amount and timing of operating costs and capital expenditures
       relating to  expansion  of  our  operations.


                                      -10-
<PAGE>
     A  number  of  factors  will cause our gross margins to fluctuate in future
periods,  including the mix of services provided by us and our subsidiaries, the
market  for  our  products  and  the  like.  Any  change in one or more of these
factors  could  harm  our gross margins and operating results in future periods.

TO  MANAGE  OUR GROWTH AND EXPANSION, WE NEED TO INTEGRATE OUR ACQUISITIONS.  IF
WE  ARE  UNABLE  TO  DO  SO SUCCESSFULLY, OUR BUSINESS WILL BE SERIOUSLY HARMED.

     If  we  are  presented  with  appropriate  opportunities, we intend to make
investments  in  complementary companies, products or technologies.  We may not,
however,  realize the anticipated benefits of any acquisition or investment.  If
we buy a company, we could have difficulty assimilating that company's personnel
and  operations.  In  addition,  the essential personnel of the acquired company
may decide not to work for us.  If we make other types of acquisitions, we could
have  difficulty  in  assimilating  the acquired technology or products into our
operations.  These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses.  Furthermore, we may have to
incur  debt  or  issue  equity  securities to pay for any future acquisitions or
investments,  the  issuance of which could increase our expenses and be dilutive
to  our  existing  shareholders.

WE  MAY  NOT  BE  ABLE  TO  COMPETE  SUCCESSFULLY  AGAINST  OUR  COMPETITORS.

     We  have faced competition from some of the largest entertainment companies
in  the  United  States.  It  is  difficult to estimate the size of the vignette
market  in  which  we  compete.  We  believe  that  competition in this business
segment  comes  not  from  other producers of vignettes, but from other users of
scarce  airtime.  One  of  the  most  significant  developments in the broadcast
television  industry  in  the  1990's  was  the  growth of alternative broadcast
networks,  such as Fox, WB and UPN. Before this development, television stations
that  were not affiliates of the three large television networks (CBS, NBC, ABC)
were  independent  local  stations,  each  of  which  had substantial amounts of
airtime  to  sell  to  our  customers  and us.  Today, most formerly independent
stations  are affiliated with one of the new networks.  The network, in exchange
for  providing  programming,  has the right to sell a significant portion of the
affiliate's  broadcast  airtime.  Therefore,  the  affiliate has less airtime to
sell  itself.  As  a result, the cost of airtime has dramatically increased, and
this  increase  has adversely affected the vignette business.  The entertainment
market  is rapidly evolving and intensely competitive.  Increased competition is
likely  to  result in price reductions, reduced gross margins and loss of market
share,  any of which could seriously harm our ability to generate sales or avoid
continual  losses.  We  expect  competition  to  intensify  in  the  future,  as
additional  distribution  channels  for  entertainment  products  are  opened.

     ANTRA  competes  with  numerous  record  and  publishing  companies located
throughout  the United States, many of whom have substantially greater resources
than  ANTRA.  If  ANTRA were to lose one of the two important artists with which
ANTRA  has  a contract to a competitor, ANTRA's business, and if we complete the
acquisition  of  ANTRA,  our  business,  would  be  adversely  affected.

     Many  of  our  competitors  and potential competitors have longer operating
histories,  larger  customer  bases, greater brand recognition and significantly
greater  financial,  marketing  and  other  resources  than we do. Many of these
competitors  can  devote substantially more resources to marketing and promotion
than  we  can and offer competing products. Our competitors may be able to adopt
more  aggressive  pricing  policies  than  we  are  able  to  adopt.


                                      -11-
<PAGE>
IF WE DO NOT SUCCESSFULLY DEVELOP AND EXPAND OUR PRODUCT OFFERINGS, OUR BUSINESS
COULD  BE  SERIOUSLY  HARMED.

     If  we  do  not  successfully  develop  and  expand  our product offerings,
including  sales  of  records of ANTRA's artists, if we are able to complete our
acquisition  of  ANTRA,  we  will  not  be  able  to  increase  our net sales in
accordance  with the expectations of securities analysts and investors.  In that
event,  our  business  will  be  harmed.  Our  success depends on our ability to
develop,  expand or change our product and service offerings rapidly in order to
stimulate and accommodate a significant increase in customer orders and adapt to
changes  in  consumer  tastes.  Our planned expansion may cause disruptions that
could  harm  our  business,  results  of  operations  and  financial  condition.


IF  THE  PROTECTION  OF  OUR  PROPRIETARY  RIGHTS IS INADEQUATE OR IF WE FAIL TO
ADEQUATELY  PROTECT  OUR  PROPRIETARY  RIGHTS,  OUR  BUSINESS  WILL BE SERIOUSLY
HARMED.

     Select  Media and ANTRA produce products that require intellectual property
protection.  Select  Media  has  filed for and been granted the trademark on its
"Horror Hall of Fame" television program and recently renewed this trademark for
an  additional  five  years.  ANTRA  Holdings  Group  has  filed  for  copyright
protection  for  publishing rights to the records, which its artists record.  In
the  future, if our subsidiaries or we produce unique entertainment products, we
intend  to  file for the copyrights in the individual product and be responsible
for  protecting  those  rights.  Each  product  and  project will have different
contractual arrangements, which will determine which party owns the intellectual
property  rights  in  the  product or project.  Where Select Media or Betelgeuse
provide  production,  post-production,  editing or sound engineering services to
customers  in producing the customers' entertainment products, the customers are
responsible  for  protecting  their  copyrights.

     In  addition,  we  intend  to  seek  trademark  protection  for  our logos,
trademarks and trade names for our company and our subsidiaries. We have not yet
begun  this  process.

     If the steps we take to protect our proprietary rights are inadequate or if
we  fail  to  file  for appropriate protection of our proprietary rights, or the
property rights of ANTRA in the event we are able to complete our acquisition of
ANTRA,  we will be unable to take action to protect our intellectual property in
case  of  infringement.  In  that  event,  our  business  would  be  harmed.

THE  LOSS OF THE SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL, OR OUR FAILURE TO
ATTRACT,  ASSIMILATE  AND  RETAIN OTHER HIGHLY QUALIFIED PERSONNEL IN THE FUTURE
WOULD  SERIOUSLY  HARM  OUR  BUSINESS.

     The  loss  of  the services of one or more of our essential personnel could
seriously  harm  our  business.  We  depend  on  the  continued  services  and
performance of our senior management and other key personnel, particularly James
Mongiardo and Mitch Gutkowski upon completion of the Betelgeuse acquisition.  We
have  entered  into an employment agreement with Mr. Mongiardo, but we have been
unable to make payments required by this agreement.  If we continue to be unable
to make payments to our key employees, they could leave our employment.  Because

                                      -12-
<PAGE>
we  do  not currently have a chief financial or accounting officer, we intend to
hire  a  person knowledgeable in financial accounting to fill that position.  We
do  not have "key person" life insurance policies covering any of our employees.
If  we  fail  to  attract or retain qualified management personnel, our business
will  be  adversely  affected.

     If  we  are able to complete the acquisition of ANTRA, it is essential that
we attract and retain talented artists to ANTRA. If we fail to attract or retain
talented  artists,  our  business  will  be  adversely  affected.

OUR  KEY  MANAGEMENT  AND  EMPLOYEES  ARE ENGAGED IN OTHER ACTIVITIES.  THEY ARE
LIMITED  IN  THE  AMOUNT  OF TIME THEY CAN DEVOTE TO OUR OPERATIONS AND THEY MAY
ENCOUNTER CONFLICTS OF INTEREST.  WE MAY REALIZE SERIOUS HARM IF ANY ONE OF THEM
LEAVES  TO  PURSUE OTHER INTERESTS OR IF POTENTIAL CONFLICTS OF INTERESTS ARISE.

     It  is  possible  that  Mr.  Mongiardo,  a director and our chief executive
officer, and Mr. Simmons, a non-employee director, may in the future participate
in  business  ventures  that  could  be  deemed to compete with us. Conflicts of
interest  and  non-arms length transactions may arise in the future in the event
our  officers  or  directors  become involved in the management of any firm with
which  we transact business.  Although we have adopted a policy that we will not
seek  a  merger  with,  or  acquisition  of,  any entity in which members of our
management  serve  as officers, directors or partners, or in which they or their
family  members  own  or  hold  any  material  ownership interest, we do have an
exception  to  that  policy  in  the event that an acquisition or transaction is
approved by a majority of the members of our board of directors who have no such
direct  or  indirect  interest  in  the  entity.  Thus,  upon  the  approval  of
disinterested  directors,  we  could  enter into a transaction with an entity in
which  members  of  our  management  has  an  interest.

     Mr.  Mongiardo  is  associated with Homewood Capital Group, LLC, a business
consulting  and  advisory  firm.  Consequently, there are potential conflicts of
interest  in his acting as a director and officer of Select Media. Mr. Mongiardo
limits  the  amount  of  time  he  devotes  to  our  business.  Pursuant  to Mr.
Mongiardo's  employment  contract,  he  is to devote at least 60% of his working
time,  energy,  skill  and commercially reasonable efforts to the performance of
his  duties  in  a  manner,  which  will  faithfully  and diligently further the
business  and  interests  of  Select  Media.

     Our  officers and directors may in the future become shareholders, officers
or  directors  of  other  companies  that  may be engaged in business activities
similar  to  those conducted by us. Accordingly, conflicts of interest may arise
in  the future with respect to those individuals acting on behalf of us or other
entities.  Additional  conflicts  of  interest  may  arise  with  respect  to
opportunities which come to the attention of such individuals in the performance
of  their duties or otherwise. We do not currently have a right of first refusal
pertaining  to opportunities that come to management's attention insofar as such
opportunities  may  relate to our business operations. With the exception of the
policy  regarding  mergers  and acquisitions described above, we do not have any
policies  regarding  conflicts  of  interest.

ADVERSE DECISIONS IN OUR LITIGATION MATTERS WOULD ADVERSELY AFFECT OUR BUSINESS.


                                      -13-
<PAGE>
     We  are  currently  involved  in  the  following  lawsuits:

  -  In September 2000, Micron General Contractors  began an action in New York
     Supreme  Court  to  recover  unpaid fees associated with services allegedly
     rendered  by  Micron  in  the  build-out  of  our leased space at 666 Third
     Avenue,  New  York,  New  York.  A subsequent action was filed by Robert B.
     Samuels,  Inc.,  also  in  New York Supreme Court, relating to its services
     with  respect  to  this  build-out.  The  plaintiffs in the two actions are
     seeking  approximately  $470,000. We are defending these actions, which are
     currently  pending  trial.

  -  In November 2000, Commonwealth Partners LP instituted an action in the
     Supreme Court of New York seeking fees in excess of $600,000 for financial
     Advisory services  allegedly  rendered by Commonwealth Partners LP to us.
     We believe this  action  is  without  merit  and  have filed our answer in
     opposition.

     If  either of these cases is decided against us, we would be liable for the
amounts  claimed  by  the  plaintiffs  to  be  due  and outstanding, which would
adversely  affect  our  business.


     Risks  related  to  our  stock  and  the  securities  markets

TRADING  IN  OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE LIMITED, WHICH MAY
MAKE  IT  DIFFICULT  FOR  YOU  TO  RESELL  YOUR  SHARES.

     Our  common  stock  is  quoted on the Over-the-Counter Bulletin Board.  The
Over-the-Counter  Bulletin  Board  is  not, however, an exchange, and trading in
securities  on  the  Over-the-Counter Bulletin Board is often more sporadic than
trading  in  securities  listed  on an exchange or Nasdaq. Consequently, you may
have  difficulty reselling any shares of our common stock that you purchase from
the  selling  security  holders.

BECAUSE  OUR  COMMON  STOCK  IS  DEEMED TO BE "PENNY STOCK" UNDER THE SECURITIES
EXCHANGE  ACT OF 1934, INVESTORS MAY NOT BE READILY ABLE TO RESELL OUR SHARES IN
THE  PUBLIC  MARKETS.

     The  shares  are  currently  defined  as  penny  stock under the Securities
Exchange  Act  of  1934 and the rules of the Securities and Exchange Commission.
These  rules  impose  additional  sales practices and disclosure requirements on
broker-dealers  who  sell  our  shares  to persons other than certain accredited
investors.  For  covered  transactions,  a broker-dealer must make a suitability
determination  for  each  purchaser  and receive a purchaser's written agreement
before  the  sale.  In  addition,  the  broker-dealer must make certain mandated
disclosures  in transactions of penny stocks.  These rules affect the ability of
broker-dealers  to  make  a  market  in our common stock and adversely affect an
investor's  ability  to  resell  shares  of  our  common  stock.

ISSUANCE  OF  OUR  SHARES  OF  COMMON  STOCK  UPON CONVERSION OF THE OUTSTANDING
CONVERTIBLE  NOTES  WE  HAVE  ISSUED  OR  PURSUANT  TO THE EQUITY LINE OF CREDIT
AGREEMENT  WITH  GRENVILLE  FINANCIAL  LTD.  MAY SIGNIFICANTLY DILUTE THE EQUITY
INTEREST  OF  EXISTING  SHAREHOLDERS  AND  MAY  RESULT IN A CHANGE OF CONTROL OF
SELECT  MEDIA.

     Pursuant  to  the  terms  of our convertible notes, warrants and the equity
line  of credit agreement with Grenville Financial Ltd., the number of shares of
common  stock  issuable  under  those  instruments and that agreement assuming a
market price of $0.08 per share is approximately 308,000,000 shares. This is due


                                      -14-
<PAGE>
to the conversion price, exercise price and our put rights are based on formulas
tied  to the market price of our common stock.  Assuming a market price of $0.08
per  share  and  assuming all of the convertible notes are converted, all of the
warrants  are  exercised  and  we exercise fully our put rights under the equity
line of credit agreement, following the offering by selling security holders our
current  shareholders  will own approximately 6% of Select Media.  The lower the
average trading price of our common stock at the time notes are converted or our
put  rights  are exercised, the greater the number of shares of our common stock
that  will be issued.  In addition, under the terms of the convertible notes the
number  of shares issuable may increase if we issue additional shares, including
our  issuance of shares under the equity line of credit agreement with Grenville
Financial  Ltd.

     Thus,  there is a significant risk of dilution to our current shareholders.
The  perceived risk of dilution may cause some of our shareholders to sell their
shares,  which  could  further  depress  the  price  of  our  common  stock.

     In  addition,  if all of the warrants are exercised, all of the convertible
notes  are  converted and we exercise fully our put rights under the equity line
of  credit  agreement,  Select  Media  will undergo a change of control. In that
case,  Grenville Financial Ltd. and/or the holders of our convertible notes will
be  able  to  elect  members  of  our  board  of  directors.

OUR  EXISTING SHAREHOLDERS WILL BE ABLE TO EXERCISE SIGNIFICANT CONTROL OVER US.

     Mr.  Gutkowski  and  Mr.  Mongiardo beneficially own approximately 7.5% and
21.2%  respectively  of  our common stock and, along with our other director, if
acting  together, would be able to significantly influence all matters requiring
approval  by  our  shareholders,  including  the  election  of directors and the
approval  of  mergers  or  other business combination transactions.  These three
shareholders,  taken  together,  beneficially  own  approximately  29.8%  of our
outstanding  common stock.  See "Security Ownership of Certain Beneficial Owners
and  Management."

WE  EXPECT  THAT  OUR STOCK PRICE WILL BE VOLATILE, WHICH COULD RESULT IN LOSSES
FOR  OUR  INVESTORS  OR  IN  A  CLASS  ACTION  LAWSUIT.

     Like the stock of many small-capitalization companies, the market price for
our common stock has been volatile for reasons that may or may not be related to
our performance or asset value, and we expect that it will continue to be so for
the  foreseeable  future.  Volatile  stock  prices  may result in losses for our
investors.  In  the  past,  securities  class  action  litigation has often been
brought against companies following periods of volatility in the market price of
their  securities.  If securities class action litigation is brought against us,
it could result in substantial costs and would divert management's attention and
resources.

SUBSTANTIAL  SALES  OF  OUR  COMMON  STOCK  COULD CAUSE OUR STOCK PRICE TO FALL.

     If  our  shareholders  sell  substantial amounts of our common stock in the
public  market,  the  market  price of our common stock could fall.  These sales
also  might  make  it  more  difficult  for  us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate. Our stock
is  thinly traded and small volume fluctuations can have major impacts on price.

                                      -15-
<PAGE>
REPORTING  REQUIREMENTS  MAY  DELAY  OR  PRECLUDE  ACQUISITIONS.

     Sections  13  and  15(d)  of  the  Securities  Exchange Act of 1934 require
companies  to  provide  certain  information  about  significant  acquisitions,
including certified financial statements for the company acquired, covering one,
two,  or  three  years,  depending on the relative size of the acquisition.  The
time  and  additional  costs  that  may  be  incurred by some target entities to
prepare  such  statements  may  significantly  delay  or  essentially  preclude
consummation of an otherwise desirable acquisition by us.  Acquisition prospects
that do not have or are unable to obtain the required audited statements may not
be  appropriate  for  acquisition  so  long as the reporting requirements of the
Securities  Exchange  Act  are  applicable.

ITEM  2.  DESCRIPTION  OF  PROPERTIES

     On  October  30,  2000,  we  moved from a facility at 666 Third Avenue, New
York, New York, which was used as the principal corporate office and the site of
our  studio  facilities, to 44 E. 32nd Street in New York, and in February, 2001
to  475  Park  Avenue South, 10th Floor in New York, subletting these latter two
corporate  office spaces from Betelgeuse. In November 2001, we moved our offices
to  575  Madison  Avenue,  Suite  1006,  New  York,  New  York.

ITEM  3.       LEGAL  PROCEEDINGS

     In  September  2000, Micron General Contractors began an action in New York
Supreme Court to recover unpaid fees associated with services allegedly rendered
by  Micron  in  the build-out of our leased space at 666 Third Avenue, New York,
New  York. A subsequent action was filed by Robert B. Samuels, Inc., also in New
York Supreme Court, relating to its services with respect to this build-out. The
plaintiffs  in the two actions are seeking a total of approximately $470,000. We
are  defending  these  actions,  which  are  currently  pending  trial.

     In  November  2000,  Commonwealth  Partners  LP instituted an action in the
Supreme  Court  of  New  York  seeking  fees in excess of $600,000 for financial
advisory  services  allegedly  rendered  by  Commonwealth  Partners LP to us. We
believe  this  action  is without merit and have filed our answer in opposition.
However, we are unable to predict the outcome of this claim and, accordingly, no
adjustment  has  been  recorded  in  the  consolidated  financial  statements in
response  to  this  claim.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     No  matters were submitted for a shareholder vote during the period covered
by  this  report.

PART  II

ITEM  5.       MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS

     Our  stock  is  currently quoted on the OTC Bulletin Board under the symbol
"SMTV.OB."  Our  common  stock  has  been quoted on the OTC Bulletin Board since
April  20, 2001. Our common stock also was quoted on the OTC Bulletin Board from
August  1997  to March 2000. From March 2000 to April 19, 2001, our common stock


                                      -16-
<PAGE>
was  quoted on the "pink sheets." From March 10, 2000 to April 14, 2000, the OTC
Compliance  Unit  of the NASD affixed the letter "E" to the symbol. On April 26,
2002,  the letter "E" was again affixed to our symbol pending submission of this
2001 Form 10KSB within 30 days of its April 15, 2002 due date.  The suffix ".OB"
is  now  affixed  to  all  non-NASDAQ  over-the-counter  stocks.

     The  historical  high  and low bid prices for our common stock for the last
two  years,  as  quoted  on the OTC Bulletin Board and the "pink sheets," are as
follows:

<TABLE>
<CAPTION>

     Period                    High    Low
     -----------------------  ------  ----
<S>                            <C>     <C>

     2000
     First Quarter            $6.500  $5.000
     Second Quarter           $6.375  $4.750
     Third Quarter            $6.500  $4.000
     Fourth Quarter           $6.250  $3.000

     2001
     First Quarter            $6.000  $3.000
     Second Quarter           $5.125  $1.650
     Third Quarter            $3.100  $0.850
     Fourth Quarter           $1.590  $0.300

     2002
     First Quarter            $0.290  $0.010
     Second Quarter (through
     April 26, 2002           $0.310  $0.010


</TABLE>

     The above prices were obtained from the Commodity Systems, Inc. and reflect
inter-dealer  prices, without retail markup, markdown or commission, and may not
represent  actual  transactions.

     On  April  26,  2002,  the  last reported sale price of our common stock as
reported on the OTC Bulletin Board was $0.30 per share. On April 26, 2002, there
were  31,552,683  shares  of  our  common  stock  outstanding  held of record by
approximately  272  holders.

     We  have  never  paid any cash dividends on our common stock and anticipate
that,  for  the  foreseeable  future, we will retain any earnings for use in the
operation  of  our business. Payment of cash dividends in the future will depend
upon  our  earnings,  financial  condition,  any  contractual  restrictions,
restrictions  imposed  by applicable law, capital requirements and other factors
deemed  relevant  by  our  board  of  directors.

     During  the  period  covered by this report, the Company made the following
sales  of  securities that were not registered under the Securities Act of 1933,
as  amended  (the  "Securities  Act"):

     In  October 1999 the Company issued 1,000,000 shares of its Common Stock to
Lloyds  and  or  its  designees  for financial advisory services provided to the
Company,  as  part  of  the Funding agreement with Lloyds dated October 22, 1999
("Funding  Agreement").  As  a result of the delay in the Company's Common Stock

                                      -17-
<PAGE>
being  eligible  for  quotation  on  the  OTC  Bulletin  Board,  Lloyds provided
additional  services  and  assumed  greater  responsibilities,  and accordingly,
during  March 2001, the Company agreed to issue Lloyds 676,617 additional shares
of  common  stock for the services provided.  The Company recorded an expense of
$338,309  ($0.50  per share based upon the fair value of the Common Stock at the
time  of  issuance)  during  the  quarter  ended  March  31,  2001.

     During  2000, the Company borrowed from International Electronic Securities
Trading,  Ltd. a total of $1,522,200 pursuant to a Loan Agreement and Securities
Pledge  Agreement  dated  October 29, 2000.  International Electronic Securities
Trading, Ltd. elected to convert this note into 1,522,200 shares of Common Stock
on  January  15,  2001.

     The  Company  issued  719,172  shares of its common stock to Lloyds Bahamas
Securities,  Ltd.  in  exchange  for $389,236 during the year ended December 31,
2001.  This  issuance  was pursuant to the exemption provided in Section 4(2) of
the  Securities  Act  for  transactions  by  an  issuer  not  involving a public
offeringThe Company has also received a separate commitment from Lloyds for the
$500,000  down  payment  for the Betelgeuse Productions, LLC pending acquisition
(see  Note  17)  of  which  $498,102  has been received. During the period ended
September  30,  2001,  the  Company issued 498,102 shares of its Common Stock as
settlement  of  $498,102  of  advances.

     The  Company  issued  250,000  shares  of its common stock in settlement of
accounts payable of $250,000 the year ended December 31, 2001. This issuance was
pursuant  to  the  exemption  provided in Section 4(2) of the Securities Act for
transactions  by  an  issuer  not  involving  a  public  offering.

     The  Company  issued  350,000  shares  of its common stock in settlement of
notes  payable shareholder of $1,125,000 (including $1,000,000 with respect to a
Letter  of  Credit)  during  the year ended December 31, 2001. This issuance was
pursuant  to  the  exemption  provided in Section 4(2) of the Securities Act for
transactions  by  an  issuer  not  involving  a  public  offering.

     During  the year ended December 31, 2001, the Company issued 225,000 shares
of  its  common  stock  to  three  consultants  for investor relations' services
performed valued at $112,000. The Company also has agreed to issue an additional
150,000 shares of unrestricted common stock to one of the consultants for future
services.  These  issuances  were  pursuant to the exemption provided in Section
4(2)  of the Securities Act for transactions by an issuer not involving a public
offering.

     In  November 2000 when the Company vacated its offices at 666 Third Avenue,
New  York,  New  York,  some  if  its  equipment  under three capital leases was
returned  to the lessor and the Company was released from any future obligations
under  the  capital  leases.  In May 2001, the Company issued the lessor 150,000
shares  of  common  stock  as  consideration  for releasing the Company from its
obligations  under  the  capital leases. These shares were issued on May 7, 2001
and,  accordingly,  the  Company  recorded a $75,000 charge to operations in the
second  quarter of 2001. This issuance was pursuant to the exemption provided in
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public  offering.


                                      -18-
<PAGE>
     On September 28, 2001, the Company issued 45,000 shares of its common stock
in settlement of claims by the former owner of Sigma. This issuance was pursuant
to the exemption provided in Section 4(2) of the Securities Act for transactions
by  an  issuer  not  involving  a  public  offering.

     On November 27, 2001, the Company issued convertible notes in the principal
amount  of $7,218,414 and warrants to purchase 999,940 shares of common stock of
the  Company,  in  connection with the acquisition of ANTRA Holdings Group, Inc.
The  Company on the same date also issued a warrant to purchase 75,000 shares of
the  common  stock of the Company to Grenville Financial Ltd. in connection with
the  equity  line  of  credit  agreement.  These  issuances were pursuant to the
exemption  from  registration  provided  by  Rule  506 of Regulation D under the
Securities  Act.  These  shares  were  sold  without  general  solicitation  to
accredited  investors  for  investment  purposes.

     On January 31, 2002, Mr. Sartorio returned 500,000 shares to the Company as
part  of  a  settlement  regarding  any  payroll and business expenses owed him.

     On  March 21, 2002, the Company issued to Mr. John Serubo 500,000 shares as
part of a settlement involving the investor awareness program and the payment of
certain  expenses on behalf of the Company.  On the same date the Company issued
to  a  vendor  65,000  shares  to  settle  an  outstanding  invoice  of $ 6,500.

     On  April  2, 2002, the Company issued 500,000 shares to Mr. Serubo as part
of  the  same  settlement.

     On  April  19, 2002, the Company issued to Mr. Serubo the remaining 500,000
shares  due  pursuant  to  the  settlement  with  him.  The  Company also issued
2,000,000  shares  to Mr. Gutkowski as part of its settlement with him regarding
the  investor  awareness program and past payroll and business expenses due him.

     On April 22, 2002, the Company entered into an agreement with a shareholder
who agreed to pay $ 87,500, of which $ 72,500 would be applied toward completion
of  the  Company's and ANTRA's audits for 2001 and the balance toward release of
shares  for  a  new  investor  awareness  program.  The shareholder will receive
7,000,000  shares  for  these  payments.

     On  April  26,  2002, the Company issued 4,000,000 shares to Lloyds Bahamas
Securities,  Ltd.  as  part  of  the  agreement  reached concerning the investor
awareness  program.

     No  persons  exercised  any  stock  options  or  warrants during the period
covered  by  this  report.

     The  shares  issued for services were issued to third parties that were not
affiliates  of  the Company. The shares issued in conversion of debt were issued
to  third  parties  that  were  not  affiliates of the Company. The certificates
representing  the  foregoing  shares contain restrictive legends restricting the
transfer  of  the  shares  in the absence of a registration or an exemption from
such  registration.


                                      -19-
<PAGE>
     As  of  April  28,  2002,  17,466,083  shares  of  our common stock held by
non-affiliates  are eligible for sale, including 71,358 shares eligible for sale
under  Rule  144  under the Securities Act. In general, under Rule 144, a person
(or  persons  whose shares are aggregated), who has satisfied a one-year holding
period,  under  certain  circumstances, may sell within any three-month period a
number  of  shares  which does not exceed the greater of one percent of the then
outstanding  Common  Stock  or the average weekly trading volume during the four
calendar  weeks  prior  to  such  sale.  Rule  144  also  permits, under certain
circumstances,  the  sale  of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the  preceding  three  months,  an  affiliate  of  the  Company.

     There were no underwriters in the sale and issuance of any of the foregoing
securities.  All  of  the purchasers of common stock from the Company have had a
pre-existing  personal or business relationship with the Company or its officers
and  directors.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     You should read this discussion and analysis of our financial condition and
results  of  operations  in conjunction with our financial statements, including
the  notes  thereto,  included  below  in  this  prospectus.

OVERVIEW

     Select  Media  is  a  New  York corporation whose common stock is currently
traded  on  the  OTC  Bulletin  Board  under the symbol "SMTV.OB."  We began our
business  by  producing  and  distributing  "vignettes,"  which  are  short-form
(thirty-second)  informational  programs  distributed by particular sponsors for
viewing  during  regular  programming.  In  1998,  we hired personnel to provide
services  to  worldwide  news  broadcasters  and act as a television news agency
under  the  name  Select  International  Television  Network,  to  produce  and
distribute  news  segments  for sale to local and foreign news broadcasters.  On
October  30,  2000,  we  ceased  operations  of  Select International Television
Network.

     On  January 18, 2000, we purchased all of the issued and outstanding common
stock  of  Sigma  Sound Services, Inc. pursuant to the terms of a stock purchase
agreement.  As  described in Note 6 to our consolidated financial statements, we
have determined that, effective April 1, 2001, control of Sigma became temporary
when  we  defaulted  on  various  payments  due to the former owner of Sigma. On
September 28, 2001 we agreed with the former owner that control and ownership of
Sigma  would  revert  to  the former owner.  We further agreed to pay the former
owner  $350,000  pursuant  to  a  note with interest at 8% payable in four equal
installments in 2002 and 2003.  We also agreed to issue 45,000 restricted shares
of  our  common  stock  in  settlement  of two Company employment contracts with
employees  of  Sigma.  The  disposition  of  Sigma  has  been accounted for as a
discontinued  operation.

     In  March  2000,  Select  Media  purchased  the  assets  of  After  Hours
Productions,  Inc. consisting of certain contracts for recording projects. After
Hours Productions, Inc. creates custom music and video products.  On October 29,
2001,  we  reached  an  agreement with a former employee settling his employment
contract by assigning certain After Hours Productions, Inc. assets to the former
employee.

                                      -20-
<PAGE>

     As  a  result  of  the  acquisitions  and subsequent divestitures described
above,  we  currently  operate  only  our  vignette  business.  That business is
currently  dormant,  but we believe that we may be able to reinitiate operations
of  the  vignette  business.

     We  believe  that,  given  the  changes  in  the  structure  of  television
broadcasting,  including,  but  not  limited  to,  the  creation  of a number of
alternative  television  networks  and  the  resulting  scarcity  of advertising
airtime  available  to  local  television  stations,  we  can  better  serve our
shareholders  by  becoming  the  owner  of  entertainment content providers.  By
owning  content  providers,  we  can take advantage of the changing distribution
systems  offered  by  broadcast, cable and Internet distribution of its product.

COMPETITION

     We face competition from some of the largest entertainment companies in the
United  States.  It  is  difficult  to estimate the size of the vignette market.
Although  we  are  not  aware  of  any  other companies involved in the vignette
business,  we  believe  that  competition  in  our business comes not from other
producers  of vignettes, but from other users of scarce airtime. One of the most
significant  developments in the broadcast television industry in the 1990's has
been  the  growth  of  alternative  broadcast networks, such as Fox, WB and UPN.
Before  this  development,  television  stations that were not affiliates of the
three  major  television  networks  (CBS,  NBC  and  ABC) were independent local
stations,  each  of  which  had  substantial  amounts  of airtime to sell to our
customers and us.  Today, most formerly independent stations are affiliated with
one  of  the  new networks.  As a result, the network, in exchange for providing
programming,  gets  to  sell  a significant portion of the affiliate's broadcast
airtime.  Therefore,  the  affiliate  has  less  airtime  to  sell itself.  As a
result,  the  cost  of  airtime  has  dramatically  increased.

     The  entertainment  market  is  rapidly evolving and intensely competitive.
Increased  competition  is  likely  to result in price reductions, reduced gross
margins  and  loss  of  market  share, any of which could seriously harm our net
sales  and results of operations.  Select Media expects competition to intensify
in  the future as additional distribution channels for entertainment product are
opened.  In particular, we believe that the use of the Internet for distribution
of  entertainment products is both an opportunity and a challenge.  With so many
entertainment  choices, we also face the challenge of adapting our core business
to  Internet entertainment.  We expect that our acquisition of content providers
will  enable  us  to  adapt  to the Internet entertainment challenge, because we
believe  that  Internet  technology  is  developing  faster  than content can be
produced.  Although  the  technology  exists  to  provide  a  rich entertainment
experience  via  the  Internet,  we  believe  that  there is not sufficient high
quality  content  available  for  users.

     On  December  6, 2000, we signed a definitive Asset Purchase Agreement (the
"Definitive  Agreement") to acquire all the assets and liabilities of Betelgeuse
Productions,  LLC  for  $10  million.  Betelgeuse  has  the  ability  to  create
entertainment  content  for  broadcast, cable and Internet and to adapt existing
product  for  use  as  Internet content. We have made a $525,000 down payment in
connection  with the transaction; the remaining balance of $9.475 million is due
six  months from the due diligence completion date (see Note 17 to the financial
statements).  This transaction is currently on hold as a result of our inability
to  agree on the current value of the business and our inability up to this time
to  obtain  financing  for  the  transaction.


                                      -21-
<PAGE>
     As  a  further  part  of  our  strategy  to  acquire  content providers and
production  and  post-production  service  providers  as a vertically integrated
provider  and distributor of programming and high-quality recorded music through
traditional  media  and  the new medium of the Internet, on November 9, 2001, we
reached  an agreement with 90% of the shareholders of ANTRA Holdings Group, Inc.
(Pink  Sheets:RECD)  to  exchange  their shares of ANTRA stock for shares of our
common  stock, and we plan to complete the acquisition in June 2002.  On January
28,  2001,  however,  we received a notice from counsel to the representative of
ANTRA's shareholders that the shareholders consider the Exchange Agreement to be
void  and of no effect as a result of our failure to fund ANTRA pending closing.
We  consider  this claim to be without merit, but there can be no assurance that
the  completion of the ANTRA acquisition will occur as planned.  On November 19,
2001,  we  reached agreement to convert the existing ANTRA convertible debt into
$7  million  of Select Media convertible debt.  ANTRA's music recording business
consists  of several functions, including publishing, production, manufacturing,
licensing,  distribution  and  promotion.  ANTRA  competes with many larger full
service  corporations  in  the  music record business but focuses on the smaller
sub-segment  music genre of urban music, primarily urban/rap/hip-hop.  ANTRA has
formed  joint  ventures  in  the  past  to  distribute  and promote its records.

MARKET  STRATEGY

     We  market our remaining vignette products to large advertisers directly to
their  marketing  departments.  The cost of advertising airtime has the greatest
impact  on  whether  we  can  sell  our  vignette product.  For each airing of a
vignette,  the customer has to purchase sufficient airtime to broadcast both the
vignette and the customer's own advertisement.  The greater the cost of airtime,
the  higher  the  cost  to the customer.  We only resell airtime to our vignette
customers  to air vignettes.  We are not in the business of reselling airtime to
third  parties.

EMPLOYEES  AND  PROPERTIES

     We had 2 full-time employees as of December 31, 2001.  On October 30, 2000,
we moved from a facility at 666 Third Avenue, New York, New York, which was used
as  the  principal corporate office and the site of our studio facilities, to 44
E. 32nd Street in New York, and in February, 2001 to 475 Park Avenue South, 10th
Floor in New York, subletting these latter two office spaces from Betelgeuse. In
November,  2001  we  moved  our offices to 575 Madison Avenue, Suite 1006 in New
York,  New  York.

RESULTS  OF  OPERATIONS

FISCAL  YEAR  2001  COMPARED  TO  FISCAL  YEAR  2000
----------------------------------------------------

REVENUES

     Before the disposition of Sigma Sound Services, Inc., our net revenues were
derived  mainly  from  Sigma Sound Services, Inc.  Revenues decreased in 2001 to
$13,195  or  (89)%,  from  $115,260  in  the  year ended December 31, 2000.  The
decrease  in  2001  was  due  to a curtailment of operations.

                                      -22-
<PAGE>
GROSS  PROFIT

     Gross  margins  during 2001 increased to 100% from (22.0%)in 2000. Revenues
in  2001  were  licensing  fees,  which  had  no  associated  cost  of revenues.


EXPENSES

     Selling,  general  and  administrative expenses were $2,208,779 in 2001 and
$4,963,486  in  2000,  a  decrease  of  $2,754,707,  or  56%.  This decrease was
attributable  to the disposition of Sigma Sound Services, Inc. and the reduction
in  other  expenses as part of the redirection of our Company to acquire content
providers  and  production and post-production service providers as a vertically
integrated  provider  and  distributor  of programming and high-quality recorded
music  through  traditional  media  and  the  Internet.

LOSSES

     We  incurred  losses  from  operations  of  $5,203,004  in 2001 compared to
$6,053,253  in  2000,  for a decrease of $850,249 or 14%. The decrease in losses
was  due  primarily to the decision to dispose of Sigma Sound Services, Inc. and
our  redirection  to acquire content providers and production and postproduction
service  providers.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     We  have  significant  capital  needs,  which  to  date we have met through
private  sales  of our equity and loans.  Sales of common stock at less than the
current  trading  price  could tend to depress prices.  We will continue to need
substantial  infusions of capital, which we expect to continue to fund primarily
from  private  sales of our equity, loans, or by a public offering of our equity
or  debt  securities.  During  2000 we raised an additional $259,300 from Lloyds
Bahamas  Securities,  Ltd.,  which  was  converted into 259,300 shares of common
stock  and  $1,522,200 in convertible debt from International Electronic Trading
Securities,  Ltd.,  which was converted into 1,522,200 shares of common stock on
January  15, 2001.  Lloyds Bahamas Securities, Ltd. is an investment banking and
securities  brokerage  business  located  in  Nassau, the Bahamas.  During 2000,
Lloyds  Bahamas  Securities,  Ltd.  raised  additional  equity  capital  for our
benefit,  in  which Lloyds Bahamas Securities, Ltd. has assigned its interest to
International  Electronic Trading Securities, Ltd.  We also have received a best
efforts  letter of intent from Lloyds Bahamas Securities, Ltd. for an additional
$3 million in financing, of which $389,236 has been received in consideration of
the  issuance to Lloyds Bahamas Securities, Ltd. of 719,172 shares of our common
stock.  From  May  2,  2001  through November 6, 2001, we received an additional
$223,842 from Lloyds Bahamas Securities, LtdOn July 30, 2001, 100,000 shares of
common  stock  were  issued  with  a balance of 65,203 common shares due for the
settlement  of these May 2, 2001 through November 6, 2001 advances.  We received
a separate commitment from Lloyds Bahamas Securities, Ltd. for the $500,000 down
payment  for  the Betelgeuse acquisition, of which $498,102 was received and for
which  498,102  common  shares  were  issued  to Lloyds Bahamas Securities, Ltd.

                                      -23-
<PAGE>

     On May 29, 2001, we engaged Meridian Capital Markets to identify sources of
debt  or equity financing of $12 million for the purpose of acquiring Betelgeuse
Productions,  LLC.  There  can  be  no  assurances that such a financing will be
completed  or,  if  completed,  that  it  will  be  on  favorable  terms.

     On  November  27,  2001,  the Company entered into a Private Equity Line of
Credit  ("PELC") with Grenville Financial Ltd. (the "Investor"). During the term
of  the  PELC, the Company may issue, at its option, up to $20,000,000 of Common
Stock  to the Investor at a purchase price equal to 90% of its fair market value
(as defined) at the time the Company exercises its option. Pursuant to the PELC,
there are several restrictions and contingencies that may affect the issuance of
the  Common  Stock. The PELC requires the registration of the Common Stock to be
declared  effective  prior  to  the  Company  exercising its option. There is no
assurance  that  the  Common  Stock will be registered or that market conditions
will  be  judged  favorable  by  the  Company  to  use  the  PELC.

     We  intend to use any funds raised to fund operations and to make strategic
acquisitions  through  cash and stock transactions.  Management hopes that these
acquisitions will enable us to generate positive cash flows from operations.  If
we  are  unable  to raise the appropriate funds, we will not be able to make any
acquisitions  nor  will we be able to fund operations through December 31, 2002.
There  can  be no assurances that we will be successful in our attempts to raise
sufficient  capital  essential  to  our  survival  Additionally, the Company has
already  significantly curtailed its operations, is currently unable to pay many
of  its  obligations  and  could be forced to cease operations in the near term.
These  matters  raise substantial doubt about our ability to continue as a going
concern.

     We  owe  our  counsel  in  our  bankruptcy  proceeding professional fees of
$798,000.  However,  under the agreement between our counsel, and us this amount
is payable only from our profits.  If and when our operations become profitable,
we will begin making payments on this obligation.  In addition, we currently owe
other  professional  fees  in  excess  of  $600,000.



                                      -24-
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS.

                           SELECT MEDIA COMMUNICATIONS INC.
                                                  CONTENTS
                                                  --------


                                                      Page
                                                      ----
SELECT  MEDIA  COMMUNICATIONS,  INC.

 FINANCIAL  STATEMENTS  -  YEARS  ENDED
 DECEMBER  31,  2001  AND  2000

   Independent  Auditors'  Report                       F-1

   Balance  Sheet                                 F-2 - F-3

   Statements  of  Operations                           F-4

   Statement  of  Stockholders'  Deficit                F-5

   Statements  of  Cash  Flows                   F-6 -  F-8

   Notes  To  Financial  Statements              F-9 - F-25


<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors  of
Select  Media  Communications  Inc.

We  have  audited  the accompanying balance sheet of Select Media Communications
Inc.  as  of December 31, 2001 and the related statements of operations, changes
in  stockholders'  deficit  and cash flows for the years ended December 31, 2001
and  2000.  These  financial  statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Select Media Communications
Inc.  as  of December 31, 2001, and the results of its operations and cash flows
for  the  years  ended  December 31, 2001 and 2000 in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the Company incurred a net loss of $5,203,004 during the
year  ended  December  31,  2001,  and,  as  of that date, the Company's current
liabilities  exceeded  its current assets by $6,743,014. The Company has already
significantly  curtailed  its operations, is currently unable to pay many of its
obligations  and  could  be  forced  to cease operations in the near term. These
matters  raise  substantial  doubt  about the Company's ability to continue as a
going  concern. Management's plans regarding those matters are also described in
Note 1.  The financial statements do not include any adjustments relating to the
recovery  of  the  recorded assets or the classification of the liabilities that
might  be necessary should the Company be unable to continue as a going concern.

                                              /s/  Marcum  & Kliegman LLP


May  10,  2002
Woodbury,  New  York

                                                                            F-1
<PAGE>
                                                SELECT MEDIA COMMUNICATIONS INC.

                                                                   BALANCE SHEET

                                                               December 31, 2001
--------------------------------------------------------------------------------


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<S>                                                                      <C>
CASH                                                                     $11,208
-----

FURNITURE AND EQUIPMENT, Net                                              25,000
------------------------


OTHER ASSETS
--------------
  Reorganization value, net of accumulated amortization of
   $1,059,136                                               $1,385,022
  Deposits on pending acquisitions                           6,268,185
                                                           -----------


        Total Other Assets                                             7,653,207
                                                                      ----------


        TOTAL ASSETS                                                  $7,689,415
                                                                       ==========

</TABLE>














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

                                                                             F-2

<PAGE>

                                                SELECT MEDIA COMMUNICATIONS INC.

                                                                   BALANCE SHEET

                                                               December 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                           LIABILITIES AND STOCKHOLDERS' DEFICIT
                           -------------------------------------


CURRENT LIABILITIES
--------------------
<S>                                                            <C>            <C>

  Accounts payable and accrued expenses                        $  5,270,994
  Note payable - stockholder and accrued interest                   559,244
  Note payable - discontinued operations and accrued interest       357,000
  Reorganization liabilities, current portion                       370,642
  Due to Lloyds Bahamas Securities, Ltd.                            173,842
  Note payable                                                       22,500
                                                               -------------

      Total Current Liabilities                                               $ 6,754,222

OTHER LIABILITIES
------------------
  Convertible notes payable and accrued interest                  6,813,459
  Reorganization liabilities, net of current portion              1,150,070
                                                               -------------

      TOTAL LIABILITIES                                                        14,717,751

COMMITMENTS AND CONTINGENCIES
------------------------------

STOCKHOLDERS' DEFICIT
----------------------
  Common stock, par value $0.001; 35,000,000 shares
    authorized; 17,487,683 shares issued and outstanding             17,487
  Additional paid-in capital                                     13,957,980
  Accumulated deficit                                           (21,003,803)
                                                               -------------


    TOTAL STOCKHOLDERS' DEFICIT                                                (7,028,336)
                                                                              ------------

    TOTAL LIABILITIES AND
    STOCKHOLDERS' DEFICIT                                                     $ 7,689,415
                                                                              ============

</TABLE>

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

                                                                             F-3

<PAGE>
                                                SELECT MEDIA COMMUNICATIONS INC.

                                                        STATEMENTS OF OPERATIONS

                                  For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                  <C>          <C>
                                                    2001          2000
                                                ------------  ------------
NET SALES                                           $13,195      $115,260
---------
COST OF SALES                                            --       140,534
-------------                                   ------------  ------------

  GROSS PROFIT (LOSS)                                13,195       (25,274)

SELLING, GENERAL, AND ADMINISTRATIVE
------------------------------------
 EXPENSE                                          2,208,779     4,963,486
-----------                                     ------------  ------------

  OPERATING LOSS                                 (2,195,584)   (4,988,760)
                                                ------------  ------------

OTHER INCOME (EXPENSE)
----------------------
  Other Income                                       35,767        86,624
  Loss on abandonment of lease                           --      (205,924)
  Loss on disposal of property and equipment       (115,929)           --
  Loss on disposal of assets                       (138,776)           --
  Interest expense                               (1,920,635)     (187,403)
                                                ------------  ------------

     TOTAL OTHER INCOME (EXPENSE)                (2,139,573)     (306,703)
                                                ------------  ------------

     LOSS FROM CONTINUING OPERATIONS             (4,335,157)   (5,295,463)
                                                ------------  ------------

DISCONTINUED OPERATIONS
------------------------
  Loss from discontinued operations                (459,964)     (757,790)
  Loss on disposal of discontinued operations      (407,883)           --
                                                ------------  ------------

     LOSS FROM DISCONTINUED OPERATIONS             (867,847)     (757,790)
                                                ------------  ------------

     NET LOSS                                   $(5,203,004)  $(6,053,253)
                                                ============  ============

Per Share Data - Basic and Diluted
------------------------------------
Net loss from continuing operations             $     (0.26)  $     (0.44)
Net loss from discontinued operations                 (0.06)        (0.06)
                                                ------------  ------------
Net Loss                                        $     (0.32)  $     (0.50)
                                                ============  ============
Weighted Average Shares Outstanding              16,451,986    12,015,614
                                                ============  ============
</TABLE>

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

                                                                             F-4

<PAGE>


                                               SELECT MEDIA COMMUNICATIONS INC.

                                             STATEMENT OF STOCKHOLDERS' DEFICIT

                                 For the Years Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                           Common Stock
                                       -------------------
                                                  Par Value Additional Paid  Accumulated
                                         Shares    $0.001    -in Capital      Deficit        Total
                                       ----------  -------  -------------  -------------  ------------
<S>                                        <C>         <C>      <C>           <C>            <C>
BALANCE - January 1, 2000               9,607,592  $ 9,608  $  7,313,262  $ (9,747,546)  $(2,424,676)
--------

Stock compensation                        180,000      180        47,820            --        48,000

Issuance of stock for services            450,000      450       224,550            --       225,000

Conversion of Due from Stockholder      2,814,000    2,814     1,404,186            --     1,407,000

Net Loss                                       --       --            --    (6,053,253)   (6,053,253)
                                       ----------  -------  ------------  -------------  ------------

BALANCE - December 31, 2000            13,051,592   13,052     8,989,818   (15,800,799)   (6,797,929)
--------

Stock compensation                      1,051,617    1,052       524,757            --       525,809

Conversion of Due from Stockholder      1,217,274    1,216       886,122            --       887,338

Issuance of stock in connection with
 discontinued operations                   45,000       45        60,705            --        60,750

Conversion of notes payable             1,872,200    1,872     2,645,328            --     2,647,200

Conversion of accounts payable            250,000      250       249,750            --       250,000

Warrants and beneficial conversion on
convertible notes payable                      --       --       601,500            --       601,500

Net Loss                                       --       --            --    (5,203,004)   (5,203,004)
                                       ----------  -------  ------------  -------------  ------------

BALANCE - December 31, 2001            17,487,683  $17,487  $ 13,957,980  $(21,003,803)  $(7,028,336)
--------                               ==========  =======  ============  =============  ============
</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                                                             F-5

<PAGE>

                                                SELECT MEDIA COMMUNICATIONS INC.

                                                        STATEMENTS OF CASH FLOWS

                                  For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>




                                                       2001          2000
                                                   ------------  ------------
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
-------------------------------------
 Net loss from continuing operations               $(4,335,157)  $(5,295,463)
                                                   ------------  ------------
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Stock-based compensation                           525,808       273,000
    Accrued interest                                   177,636        77,555
    Beneficial conversion interest                   1,551,738            --
    Deferred debt discount interest                     19,438            --
    Loss on abandonment of lease                            --       205,923
    Loss on disposal of assets                         138,776            --
    Loss on disposal of furniture and equipment        115,929            --
    Depreciation and amortization                      353,665       422,223
    Provision for doubtful accounts                         --      (243,114)
    Bad debts                                            5,298       250,103
  Changes in assets and liabilities:
    Accounts receivable                                 21,578       331,335
    Inventories                                             --       (38,073)
    Prepaid expenses and other current assets               --        12,414
    Accounts payable and accrued expenses            1,167,062     1,898,156
    Reorganization liabilities                              --       (80,459)
                                                   ------------  ------------

      TOTAL ADJUSTMENTS                              4,076,928     3,109,063
                                                   ------------  ------------

      NET CASH USED IN CONTINUING OPERATING
       ACTIVITIES                                     (258,229)   (2,186,400)
                                                   ------------  ------------

CASH FLOWS FROM DISCONTINUED OPERATIONS
----------------------------------------
 Net loss from discontinued operations                (867,847)     (757,790)
  Adjustments to reconcile net loss to net cash
  used in discontinued operations
    Changes in net assets, liabilities and losses      169,030       494,299
    Loss on disposal of discontinued operations        407,883            --
                                                   ------------  ------------

      TOTAL ADJUSTMENTS                                576,913       494,299
                                                   ------------  ------------

      NET CASH USED IN DISCONTINUED
       OPERATIONS                                  $  (290,934)  $  (263,491)
                                                   ------------  ------------
</TABLE>

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

                                                                             F-6


<PAGE>

                                                SELECT MEDIA COMMUNICATIONS INC.

                                             STATEMENTS OF CASH FLOWS, Continued

                                  For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          2001         2000
                                                       -----------  -----------
<S>                                                        <C>          <C>
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
  Purchases of property and equipment                  $       --   $ (138,123)
  Payment for purchase of Sigma Sound Services, Inc.,
   net of $1,400 cash acquired                                 --     (198,600)
  Purchase of intangible assets                                --     (125,000)
  Deposits on pending acquisitions                       (491,509)    (225,000)
                                                       -----------  -----------

    NET CASH USED IN INVESTING ACTIVITIES                (491,509)    (686,723)
                                                       -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
-----------------------------------------------------
  Repayments of capital lease obligation                       --      (73,230)
  Advances from stockholder                               801,880    3,188,500
  Proceeds from convertible notes payable                 250,000           --
  Repayments of notes payable                                  --     (145,000)
  Proceeds from issuance of common stock                       --      166,000
                                                       -----------  -----------

    NET CASH PROVIDED BY FINANCING
     ACTIVITIES                                         1,051,880    3,136,270
                                                       -----------  -----------

    NET INCREASE (DECREASE) IN CASH                        11,208         (344)

CASH- Beginning                                                --          344
-----                                                  -----------  -----------

CASH - Ending                                          $   11,208   $       --
-----                                                  ===========  ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
--------------------------------------------------

Cash paid during the years for:

  Interest                                             $       --   $  111,613

</TABLE>

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

                                                                             F-7
<PAGE>

                                                SELECT MEDIA COMMUNICATIONS INC.

                                             STATEMENTS OF CASH FLOWS, Continued

                                  For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


Non cash investing and financing activities:
<S>                                                            <C>         <C>
  Acquisition of equipment through capital leases          $       --  $  561,750
  Conversion of Advances from stockholder to Common Stock  $  887,338  $1,407,000
  Promissory note issued for the purchase of Sigma Sound
    Services, Inc.                                         $       --  $  400,000
  Conversion of notes payable to Common Stock              $2,647,200  $       --
  Conversion of accounts payable to Common Stock           $  250,000  $       --
  Convertible notes and warrants issued to ANTRA
   stockholders as deposit on pending acquisition          $5,551,676  $       --

</TABLE>
















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

                                                                             F-8

<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE  1  -  Organization,  Basis  of  Presentation  and  Management  Plans
            --------------------------------------------------------------

The  Company  and  Nature  of  Business
---------------------------------------
Select  Media  Communications Inc. ("Select Media" or the "Company"), a New York
integrated media company, was organized in September 1981.  On October 13, 1995,
the  Company filed for voluntary petition for reorganization pursuant to Chapter
11  of Title 11 of the United States Bankruptcy Code.  The petition was filed in
the  United  States  Bankruptcy  Court for Southern District of New York and its
plan of reorganization was confirmed on August 28, 1997.  In the period from the
Company's  bankruptcy  filing  in October 1995 until September 1998, the Company
was  essentially  dormant.  In  September  1998,  the  Company  reactivated  its
marketing  efforts  and  began  marketing  its vignette products to advertisers.

On  January  18,  2000,  the Company purchased all of the issued and outstanding
common  stock of Sigma Sound Services, Inc. ("Sigma") pursuant to the terms of a
stock  purchase  agreement.  As described in Note 4, the Company determined that
effective  April  1,  2001  control  of  Sigma became temporary when the Company
defaulted  on  various  payments  due to the former owner of Sigma.  The Company
negotiated  a settlement of this matter in which the ownership of Sigma reverted
back  to  the  former  owner.  The disposal of Sigma has been accounted for as a
discontinued  operation.

Select  Media  is  actively  pursuing  the  acquisition  of  content  providers,
production and post-production houses to become a vertically integrated provider
and distributor of video/television programming and recorded music.  The Company
currently  has  two  pending  acquitions  (see  Note  17).

Reclassifications
-----------------
Certain accounts in the prior period financial statements have been reclassified
for  comparative  purposes  to conform to the presentation in the current period
financial  statements.  These  reclassifications  have  no  effect on previously
reported  net  loss.

Going  Concern  Uncertainty
---------------------------
As  shown  in  the accompanying financial statements, the Company incurred a net
loss  of  $5,203,004  during  the  year ended December 31, 2001, and, as of that
date,  the  Company's  current  liabilities  exceeded  its  current  assets  by
$6,743,014.  Management  of  the  Company  is  developing  a  plan to reduce its
liabilities  and  raise  equity capital for acquisitions through the issuance of
additional  common  stock  through private or public offerings conforming to the
requirements  of Securities Acts. The Company has received a best efforts letter
of  intent  from Lloyds Bahamas Securities, Ltd. ("Lloyds") for an additional $3
million  in  financing

                                                                             F-9
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  1  -  Organization,  Basis of Presentation and Management Plans, continued
            ---------------------------------------------------------

Going  Concern  Uncertainty,  continued
---------------------------
once  the  Company's  common stock is eligible for quotation on the OTC Bulletin
Board,  which  occurred  on April 20, 2001.  Additionally, in November 2001, the
Company  entered  into  an  agreement  for  a $20,000,000 Private Equity Line of
Credit  (see  Note  6).  There  can be no assurance that such financings will be
completed  or,  if completed, be on favorable terms. Under this plan the Company
intends  to  use  any  funds  raised  to  fund  operations and to make strategic
acquisitions  through  cash and stock transactions.  Management hopes that these
acquisitions  will  enable  the  Company  to  generate  positive cash flows from
operations.  If the Company is unable to raise the appropriate funds it will not
be  able  to  make  any acquisitions nor will the Company be able to continue to
fund  operations.

There  can  be no assurances that the Company will be successful in its attempts
to  raise  sufficient  capital  essential  to  its  survival.  Additionally, the
Company  has  already  significantly  curtailed  its operations and is currently
unable  to pay many of its obligations. To the extent that the Company is unable
to generate or raise the necessary operating capital it will become necessary to
cease  operations.  These  matters  raise  substantial doubt about the Company's
ability  to  continue  as  a going concern.  However, the accompanying financial
statements  have  been prepared on a going concern basis, which contemplates the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  The  financial  statements do not include any adjustments relating to
the  recovery  of  the  recorded assets or the classification of the liabilities
that  might  be  necessary  should  the Company be unable to continue as a going
concern.


NOTE  2  -  Summary  of  Significant  Accounting  Policies
            ----------------------------------------------

Reverse  Stock  Split
---------------------
On  November  2, 2000, the Board of Directors authorized a one for three hundred
reverse  stock  split,  with the number of authorized shares of Common Stock and
the  par  value per share remaining unchanged.  The split was effective November
30,  2000  and  all  per  share  amounts  and  shares  issued have been adjusted
retroactively  to  reflect  this  reverse  stock  split.

Revenue  Recognition
--------------------
The Company recognizes revenues when services the Company performs are complete.
Services  are  considered  complete  as  follows:

Record  Production  and  Distribution

The  Company  produces  records  consisting of compact discs and audiocassettes.
The  Company  markets the records via consignment.  Revenues are recognized when
the  Consignee  sells  the  records.  During  the  year  ended December 31, 2000
approximately  12%  of  the Company's revenue was from the sale of compact discs
and  audiocassettes.

                                                                           F-10
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  2  -  Summary  of  Significant  Accounting  Policies,  continued
            ----------------------------------------------

Programming  Services
Revenues  derived from programming (including the sale of non-cancelable license
agreements  for  television  programming  and vignettes) are recognized when the
programs  and  vignettes  have  been  produced, are available for airing and all
station  clearances  or acquisitions of media time have been obtained.  Revenues
from  other  license  agreements are recorded when the program or vignette airs.
During  the  year ended December 31, 2000 approximately 9% of revenues have been
earned  from  programming  services.

Broadcast  Services
Revenues  derived from broadcast services, (including the sale of news segments,
transmission,  studio  facilities and crewing) are recorded when the service has
been  rendered and the project has been completed.  These services were provided
under  the  name  Select  International  Television  Network  ("SITN").

Furniture  and  Equipment  and  Depreciation
--------------------------------------------
Furniture  and  equipment  is  stated  at  cost  and  is  depreciated  using  a
straight-line  method  over the estimated useful lives of the respective assets.
Routine  maintenance  and repairs are expensed as incurred and improvements that
extend  the  useful  lives  of  the  assets  are  capitalized. When property and
equipment  is  sold  or  otherwise disposed of, the cost and related accumulated
depreciation  are eliminated from the accounts and any resulting gain or loss is
recognized  in  operations.

Use  of  Estimates  in  the  Financial  Statements
--------------------------------------------------
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  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Net  Loss  Per  Share
---------------------
The Company computes per share amounts in accordance with Statement of Financial
Accounting  Standards  ("SFAS")  No.  128,  "Earnings  per Share".  SFAS No. 128
requires  presentation  of  basic and diluted earnings per share ("EPS").  Basic
EPS  is  computed by dividing the income (loss) available to Common Stockholders
by  the  weighted-average  number  of  common shares outstanding for the period.
Diluted  EPS  is  based on the weighted-average number of shares of Common Stock
and Common Stock equivalents outstanding during the periods.  All prior periods'
EPS  have  been  restated giving effect to the Company's 1 for 300 reverse stock
split.  Convertible  debt and warrants have not been included in the computation
of  diluted  EPS  as  their  effect  would  be  antidilutive.

                                                                            F-11
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


NOTE  2  -  Summary  of  Significant  Accounting  Policies,  continued
            ----------------------------------------------

Stock-Based  Compensation
-------------------------
SFAS  No.  123,  "Accounting for Stock-Based Compensation" prescribes accounting
and  reporting  standards  for  all  stock-based  compensation  plans, including
employee  stock  options,  restricted  stock,  employee stock purchase plans and
stock  appreciation rights.  SFAS No. 123 requires employee compensation expense
to  be  recorded  (i) using the new fair value method or (ii) using the existing
accounting  rules  prescribed  by  Accounting  Principles  Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees"  ("APB  25")  and  related
interpretations  with  pro  forma disclosure of what net income and earnings per
share  would  have  been had the Company adopted the new fair value method.  The
Company  accounts  for  employee stock based compensation in accordance with the
provisions  of  APB 25.  For non-employees options and warrants the Company uses
the  fair  value  method  as  prescribed  in  SFAS  No.  123.

Fair  Value  of  Financial  Instruments
---------------------------------------
SFAS  No.  107, "Disclosures about Fair Value of Financial Instruments" requires
that  the  Company disclose estimated fair values of financial instruments.  The
carrying  amounts  reported  in  the statement of financial position for current
assets  and  current  liabilities  qualifying  as  financial  instruments  are a
reasonable  estimate  of  fair  value.  The  fair  value  of  long-term  debt is
estimated  to  approximate  fair value based on the current rates offered to the
Company  for  debt  of  the  same  remaining  maturities.

Impairment  of  Long-Lived  Assets
----------------------------------
Long-lived  assets  are  reviewed  for  impairment whenever events or changes in
circumstances  indicate that the carrying amount may not be recoverable.  If the
sum  of  the expected undiscounted cash flows is less than the carrying value of
the  related  asset  or group of assets, a loss is recognized for the difference
between  the  fair  value  and  carrying  value of the asset or group of assets.

Business  Segment
-----------------
SFAS  No.  131,  "Disclosures  About  Segments  of  an  Enterprise  and  Related
Information",  establishes  standards for the way that public enterprises report
information about operating segments in annual financial statements and requires
reporting  of selected information about operating segments in interim financial
statements  regarding  products  and  services,  geographic  areas  and  major
customers.  SFAS  No.  131  defines  operating  segments  as  components  of  an
enterprise  about  which  separate  financial  information  is available that is
evaluated  regularly  by  the  chief operating decision maker in deciding how to
allocate resources and in assessing performance. The Company has determined that
under SFAS No. 131, it operates in one segment.  In addition Management believes
that  although  they  market  their  services  differently, all the services are
provided  to  the  entertainment  industry.
                                                                           F-12
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  2  -  Summary  of  Significant  Accounting  Policies,  continued
            ----------------------------------------------

New  Accounting  Standards
--------------------------
During  the period ended March 31, 2001, the Company adopted SFAS No. 133.  SFAS
No.  133  establishes  accounting  and  reporting  standards  for  derivative
instruments,  including  certain  derivative  instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
This  statement  requires  that  an  entity  recognize all derivatives as either
assets  or  liabilities  in  the balance sheets and measure those instruments at
fair  value.  The  accounting  for  changes  in  the  fair value of a derivative
instrument  depends  on  its  intended  use  and  the  resulting  designation.
Implementation of SFAS No. 133 did not have any material impact on the financial
statements  of  the  Company.

In  July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  SFAS  No.  141  provides  guidance  on  the  accounting for a business
combination  at  the  date  a  business combination is completed.  The statement
requires  the  use  of  the  purchase  method  of  accounting  for  all business
combinations  initiated  after  June  30,  2001,  thereby eliminating use of the
pooling-of-interests  method.  SFAS  No. 142 provides guidance on how to account
for  goodwill  and  intangible  assets  after  an acquisition is completed.  The
Company is evaluating the impact that implementation of SFAS No. 141 and 142 may
have  on  the  financial  statements  of  the  Company.

In  October  2001,  the FASB issued SFAS No. 144, "Accounting for the Impairment
Disposal  of Long-Lived Assets". SFAS No. 144 addresses the accounting model for
long-lived assets to be disposed of by sale and resulting implementation issues.
This statement requires that those long-lived assets be measured at the lower of
carrying  amount or fair value less cost to sell, whether reported in continuing
operations  or  in  discontinued  operations. Therefore, discontinued operations
will  no  longer  be  measured  at  net  realizable value or include amounts for
operating  losses  that have not yet occurred. It also broadens the reporting of
discontinued  operations  to include all components of an entity with operations
that  can  be  distinguished  from  the  rest  of  the  entity  and that will be
eliminated  from the ongoing operations of the entity in a disposal transaction.
The  Company adopted SFAS No. 144 in 2001 and has recorded the disposal of Sigma
as  discontinued  operations  for  the  years  ended December 31, 2001 and 2000.

                                                                          F-13
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  3  -  Furniture  and  Equipment
            -------------------------

Furniture  and  equipment  at  December  31,  2001  consist  of  the  following:

                                                Estimated
                                   Amount     Useful  Lives
                                   -------------------------
Furniture  and  Equipment           $25,000     2  years


Less:  accumulated  depreciation        --
                                    --------

   Property  and  Equipment,  net   $25,000
                                    ========

Depreciation  expense for the years ended December 31, 2001 and 2000 was $67,580
and  $143,085,  respectively.

During  the  year  ended  December  31,  2001,  the  Company disposed of various
furniture and equipment. As a result of these disposals the Company recognized a
loss  of  $115,929.


NOTE  4  -  Discontinued  operations
            ------------------------

On  April  11, 2001, the Company entered into an agreement with the former owner
of  Sigma  whereby,  extending  the  due dates of: (i) the $345,637 note payable
issued  in  connection  with  the acquisition of Sigma, (ii) and $333,904 due to
officer,  to  May  31,  2001.

On June 26, 2001, the Company received a Notice of Default pursuant to the April
11,  2001 agreement.  On September 28, 2001 the matter was resolved. The Company
agreed with the former owner that control and ownership of Sigma would revert to
the  former  owner.  The Company further agreed to pay the former owner $350,000
pursuant  to  a  note  with interest at 8% payable in four equal installments in
2002  and  2003.  The  Company  further agreed to issue 45,000 restricted common
shares  (valued  at  $60,750)  in settlement of two Company employment contracts
with  employees  of  Sigma.

The  net  book  value  of  Sigma's  assets  and  liabilities as reflected in the
Company's  consolidated  balance  sheet  as  of  April  1,  2001  was  $(2,867).
Accordingly,  the Company recorded a loss on disposal of its investment in Sigma
of  $407,883,  consisting  of  the  negative  book  value plus the $350,000 note
payable  and  the  value  of  the  common  stock  issued.

                                                                          F-14

<PAGE>
NOTE  5  -  Disposal  of  Assets
            --------------------

On  October 29, 2001 the Company entered into a settlement and release agreement
with  a  former  employee.  Pursuant to the settlement and release agreement the
Company  assigned  to the former employee the remaining Helen Reddy Compact Disc
("CD")  inventory,  the  rights  to the Helen Reddy Christmas Album, and certain
contracts  of  After  Hours Productions, Inc. ("AHP").  Accordingly, the Company
recorded  a  loss  on  disposal  of  assets  as  follows:

               Net intangible asset on AHP contracts                $  48,610
               Helen Reddy - CD inventory                              38,073
               Helen Reddy - Capitalized productions costs             52,093
                                                                     ----------

                       Total                                         $138,776
                                                                     ==========


NOTE  6  -  Private  Equity  Line  of  Credit
            ---------------------------------

On  November  27, 2001, the Company entered into a Private Equity Line of Credit
("PELC") with Grenville Financial Ltd. (the "Investor").  During the term of the
PELC, the Company may issue, at its option, up to $20,000,000 of Common Stock to
the  Investor  at  a  purchase  price  equal to 90% of its fair market value (as
defined)  at  the  time the Company exercises its option.  Pursuant to the PELC,
there are several restrictions and contingencies that may affect the issuance of
the  Common Stock.  The PELC requires the registration of the Common Stock to be
declared  effective  prior  to  the  Company exercising its option.  There is no
assurance  that  the  Common  Stock will be registered or that market conditions
will  be judged favorable by the Company to use the PELC. In connection with the
PELC  the Company granted a warrant to purchase 75,000 shares of Common Stock at
an  exercise price of $0.44 per share. The Company accounted for this warrant as
a  cost  of  acquiring  capital.


NOTE  7  -  Accounts  Payable  and  Accrued  Expenses
            -----------------------------------------

At  December  31,  2001,  accounts  payable  and accrued expenses consist of the
following:


Trade accounts payable                              $1,431,993
Payroll taxes payable                                1,360.000
Accrued expenses                                     1,404,001
Accrued liabilities - contractor                       500,000
Accrued payroll                                        575,000
                                                    -----------
      Total                                        $ 5,270,994
                                                    ===========



                                                                        F-15
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  8  -  Note  Payable  -  Stockholder  and  Accrued  Interest
            -----------------------------------------------------

Note  payable stockholder and accrued interest totaling $559,244 at December 31,
2001,  consists  of  a  note  in the amount of $375,000 plus accrued interest of
$184,244.  The  note  bears interest at 10% per annum and was due December 2000.
The  note  is  currently  due  upon  demand.


NOTE  9  -  Note  Payable
            -------------

Note  payable  in the amount of $22,500 is non-interest bearing and payable
on  demand.


NOTE  10  -  Convertible  Notes  Payable
             ---------------------------

In  November  2001 the Company reached an agreement in principle with 90% of the
stockholders  of  ANTRA  Holdings  Group,  Inc. (See Note 17).  Pursuant to this
agreement  the  Company  issued 7% convertible notes in the amount of $6,968,414
("Exchange  Notes")  and  warrants  to  purchase  up  to  999,940  shares of the
Company's Common Stock at an exercise price of $2.50 ("Exchange Warrants").  The
Exchange Notes are convertible immediately and convert at the lessor of $2.50 or
88%  of  the  quoted  market  price.

The  fair  value  of  the  warrants  (calculated  using  the  Black  Scholes
Option-Pricing  model)  and  the  Exchange  Notes  were  recorded based on their
relative fair values in accordance with Emerging Issues Task Force Nos. 98-5 and
00-27.

Face  value  of  Exchange  Notes                  $  6,968,414
Less:  Relative  fair  value  of  warrants            (466,500)
       Beneficial  conversion  feature              (1,416,738)
                                                  -------------

       Relative  fair  value  of  Exchange  Notes  $  5,085,176
                                                  =============

Accordingly,  the  Company  recorded  a $1,416,738 charge to interest expense to
reflect  the  beneficial conversion feature of the Exchange Notes.  The warrants
are  recorded  as  a deferred debt discount and accrete to interest expense over
the  two-year  life  of  the  Exchange  Notes.

An  additional  7%  convertible  loan  of  $250,000, used as bridge financing to
operate  ANTRA  Holdings  Group,  Inc.,  was  also  provided  as  part  of  this
transaction.  This  loan  is  convertible into the Company's Common Stock at the
lessor  of  $2.50 or 65% of the fair market value (as defined).  The convertible
loan  was  recorded  at  its  fair  value,  resulting in a beneficial conversion
feature  of  $135,000,  which  was  charged  to  interest  expense.

                                                                            F-16
<PAGE>
NOTE  10  -  Convertible  Notes  Payable,  continued
             ---------------------------

At  December  31,  2001, the convertible notes payable consist of the following:

Exchange  Notes  including  accrued interest of $40,649
and net of deferred debt discount  of  $447,062             $6,562,001

Convertible  loan  including  accrued  interest                251,458
                                                           -----------
    Total                                                   $6,813,459
                                                           ===========

For  the  year  ended December 31, 2001 the Company recorded $19,438 of interest
expense  relating  to  the  deferred  debt  discount.

Subsequent to December 31, 2002 the Company is in default under the terms of the
convertible  notes  payable. Pursuant to the agreement the Exchange Notes may be
rescinded  and  the convertible loan became due on demand. The Company is unable
to  determine  the  ultimate  outcome  of  this  matter.

NOTE  11  -  Related  Party  Transaction
             ---------------------------

Reimbursement  of  Officer/Stockholder
--------------------------------------
In  January  2000,  the  Company  reimbursed  one  of  its officers/stockholders
$100,000  for  amounts  previously  contributed by him pursuant to the Company's
Plan  of  Reorganization.

Letter  of  Credit
------------------
A  stockholder signed a letter of credit on behalf of the Company for $1,000,000
acting  as a security deposit on the office space occupied by the Company.  When
the  Company  abandoned  the  lease (Note 12), the Bank drew down the $1,000,000
Letter of Credit to the benefit of the previous landlord and the Company vacated
the premises.  During 2000, the Company issued a $1,000,000 note payable to this
stockholder,  which was converted to Common Stock during the year ended December
31,  2001  (see  Note  13).


NOTE  12  -  Litigation
             ----------

In  addition to the following, the Company is involved in litigation through the
normal  course  of  business.  The Company believes that the resolution of these
matters will not have a material adverse effect on the financial position of the
Company.

Former  Landlord
----------------
In  November 1999, 405 Lexington, L.L.C. (the "Former Landlord") began an action
in  New  York City Landlord-Tenant Court alleging that Select Media had breached
its lease and seeking the payment of use and occupancy of offices located at 666
Third  Avenue,  New  York,  NY  ("Offices").  In  May 2000, the Company began an
action  in  New York Supreme Court against the Landlord seeking an injunction to
permit  completion  of the build-out of the office space and damages for loss of
business.  On  October  30,  2000,  Select  Media  vacated  the  offices.

                                                                            F-17
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


NOTE  12  -  Litigation
             ----------

Former  Landlord,  continued
----------------
In  February  2001,  the  Company  entered into a mutual release with the Former
Landlord  and  both actions were dismissed with prejudice.  The Former Landlord,
after  drawing  down  on a $1,000,000 Letter of Credit (which was converted to a
note  payable  to  stockholder  and  was  later converted into 311,111 shares of
Common Stock on May 7, 2001), paid $700,000 of the amount due to the contractors
involved  in  the  build-out of the Company's space.  The Company is responsible
for  any  additional  amounts  claimed  by  the  contractors as described in the
following  paragraph.

Former  Contractors
-------------------
In  September  2000,  a contractor began an action in New York Supreme Court for
services  rendered  in  the build-out of the Company's leased space at 666 Third
Avenue.  Another  contractor filed a subsequent action, also in New York Supreme
Court,  relating to its services with respect to this build-out.  Upon motion by
the  Company,  the  two  actions were consolidated.  Approximately $1,200,000 is
claimed  in  the consolidated actions. As discussed above, the landlord has paid
$700,000  of this amount with the Company responsible for any additional amounts
determined to be owed to the contractors.  The Company is defending this action.
The  judgment is measurable and some payment is probable, therefore, the Company
recorded  $500,000 expense during the years ended December 31, 1999 and 2000 and
is  included  in  accrued  expenses  at  December  31,  2001.

Former  Consultant
------------------
In  November  2000, Commonwealth Partners LP instituted an action in the Supreme
Court  of  New  York seeking damages in excess of $600,000 for alleged financial
advisory  services rendered to the Company.  The Company believes this action is
without  merit  and has filed its answer in opposition.  However, the Company is
unable  to predict the outcome of this claim and, accordingly, no adjustment has
been  recorded  in  the  financial  statements  in  response  to  this  claim.


NOTE  13  -  Stockholders'  Deficit
             ----------------------

On  June  15,  2000  the  Company  issued  450,000  shares  of  Common  Stock to
consultants  for  services  provided  to  the  Company.  The fair value of these
services,  which  is  $225,000,  has  been  recorded.

During  the year ended December 31, 2000, the Company issued 180,000 shares of
Common  Stock  to employees for past services performed.  As a result of the
issuance,  the  Company  recorded  $48,000  of stock based compensation expense.

                                                                           F-18
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


NOTE  13  -  Stockholders'  Deficit,  continued
             ----------------------

In  October  1999  the  Company  issued  1,000,000 shares of its Common Stock to
Lloyds  and  or  its  designees  for financial advisory services provided to the
Company,  as  part  of  the Funding agreement with Lloyds dated October 22, 1999
("Funding  Agreement").  As  a result of the delay in the Company's Common Stock
being  eligible  for  quotation  on  the  OTC  Bulletin  Board,  Lloyds provided
additional  services  and  assumed  greater  responsibilities,  and accordingly,
during  March 2001, the Company agreed to issue Lloyds 676,617 additional shares
of  common  stock for the services provided.  The Company recorded an expense of
$338,309  ($0.50  per share based upon the fair value of the Common Stock at the
time  of  issuance)  during  the  quarter  ended  March  31,  2001.

During  the  quarter  ended  June 30, 2001, the Company issued 225,000 shares of
common  stock  to  three  consultants for investor relations' services performed
valued  at  $112,000. The Company has also agreed to issue an additional 150,000
shares  of  unrestricted  Common  Stock  to  one  of  the consultants for future
services.

In  November  2000,  when  the  Company vacated its offices at 666 Third Avenue,
certain  equipment under three capital leases was returned to the lessor and the
Company  was  released  from any future obligations under the capital leases. In
May  2001,  the  Company  issued  the  lessor  150,000 shares of Common Stock as
consideration  for  releasing the Company from its obligation. These shares were
issued on May 7, 2001 and, accordingly, the Company recorded a $75,000 charge to
operations  in  the  second  quarter  of  2001.

During  2000,  the  Company  borrowed  from  International Electronic Securities
Trading,  Ltd. a total of $1,522,200 pursuant to a Loan Agreement and Securities
Pledge  Agreement  dated  October 29, 2000.  International Electronic Securities
Trading, Ltd. elected to convert this note into 1,522,200 shares of Common Stock
on  January  15,  2001.

The Company issued 350,000 shares of Common Stock in settlement of notes payable
stockholder  of  $1,125,000  (including  $1,000,000  with respect to a Letter of
Credit,  Note  11)  during  the  quarter  ended  June  30,  2001.

The  Company  issued  719,172  and 2,814,000 shares of Common Stock to Lloyds in
settlement  of cash advances included in Due to Lloyds in the amount of $389,236
and  $1,407,000 during the years ended December 31, 2001 and 2000, respectively.
The Company has also received a separate commitment from Lloyds for the $500,000
down  payment  for the Betelgeuse Productions, LLC pending acquisition (see Note
17)  of  which $498,102 has been received. During the period ended September 30,
2001,  the  Company  issued  498,102 shares of its Common Stock as settlement of
$498,102  of  advances.

                                                                            F-19
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  13  -  Stockholders'  Deficit,  continued
             ----------------------

The  Company  issued  250,000  shares  of Common Stock in settlement of accounts
payable  of  $250,000  during  the  quarter  ended  June  30,  2001.

On  September  28,  2001,  the  Company  issued 45,000 shares of Common Stock in
settlement  of  disposal  of  Sigma  as  fully  described  in  Note  4.


NOTE  14  -  Capital  Leases
             ---------------

     In  November  2000 when the Company vacated its offices at 666 Third Avenue
(see  Note  12) certain equipment under three capital leases was returned to the
lessor  and  the  Company  was  released  from  any future obligations under the
capital  leases.  The  Company  recognized  a  gain  in the amount of $37,615 in
connection  with  this  transaction, which is included in loss on abandonment of
lease.


NOTE  15  -  Income  Taxes
             -------------

The  components  of  deferred  tax  assets  and liabilities at December 31, 2001
consist  of  the  following:

Deferred  tax  assets:
   Net operating loss carryforwards          $  6,900,000

Less: Valuation allowance                      (6,900,000)
                                             ------------

      Net deferred tax assets                $         --
                                             =============

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.   A valuation allowance
is  required  if,  based  on the weight of available evidence, it is more likely
than  not  that  some  portion  or  all  of  the deferred tax assets will not be
realized.  Management  concluded  a  valuation  allowance  was  appropriate  at
December  31,  2001  due  to  operating  losses  incurred.

At  December  31,  2001,  the  Company  has  net operating loss carryforwards of
approximately  $16,000,000  for  income tax purposes, which expire through 2021.

                                                                           F-20
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  15  -  Income  Taxes,  continued
             -------------

In  accordance  with the provisions of the Internal Revenue Code ("IRC") Section
382,  utilization  of  the Company's net operating loss carryforward is severely
limited.

NOTE  16  -  Bankruptcy  Proceedings
             -----------------------

On  August  28, 1997 the United States Bankruptcy Court of the Southern District
of New York confirmed the Company's Plan of Reorganization.  The plan stipulated
payments  totaling  $2,444,158 to be paid to certain secured, administrative and
unsecured  creditors.

It  was  determined that the Company's reorganization value computed immediately
before  August 28, 1997, the date of plan confirmation, was $2,444,158, which is
being  amortized  over a period of 10 years and recorded amortization expense of
$244,415  for  the  years ended December 31, 2001 and 2000.  The Company adopted
fresh  start  reporting  because  holders  of existing voting shares immediately
before  filing and confirmation of the plan received less than 50% of the voting
shares of the emerging entity and its reorganization value is less than its post
petition  liabilities  and  allowed  claims.

The  remaining  bankruptcy  liabilities  at  December  31,  2001  consist of the
following:


                               Class of Creditors
-------------------------------------------------------------------------------
Class  1  -  Secured                              $        --
Class  2  -  Priority  and  Administrative          1,070,712
Class  3  -  Unsecured                                450,000
                                                  -----------

   Total                                          $ 1,520,712
                                                  ===========

Short-Term                                        $   370,642
Long  Term                                          1,150,070
                                                  -----------

                                                   $1,520,712
                                                  ===========

The  Company  owes  approximately  $798,000  in  professional  fees  rendered in
accordance  with the Order entered into by the United States Bankruptcy Court in
the  Southern District of New York.  Company has agreed with the Claimant to pay
this amount in quarterly installments equal to 3% of the Company's corresponding
quarterly  gross receipts less ordinary expenses before any cash compensation to
officers  until paid in full.  No part of the stated amount has been paid and is
included  in  the  accrued  amounts  for class 2 creditors at December 31, 2001.
                                                                           F-21
<PAGE>

                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  16  -  Bankruptcy  Proceedings,  continued
             -----------------------

The New York City Department of Finance has filed alleged unsecured priority tax
claims  in  the  amount  of  $229,899.  Included  in  this  amount is $37,623 of
interest  accruing  at  an  annual  interest rate of 8.5%.  The entire amount is
included  in  the  accrued  amounts  for class 2 creditors at December 31, 2001.

Under  the  Plan of Reorganization, the Company was required to make semi-annual
payments  of  principal  and interest to the New York City Department of Finance
beginning  in  February  1998.  The  Company  has  not made any payments on this
liability.  At  any time the Department of Finance could declare Select Media in
default  of  its  obligations under the Plan of Reorganization and could file an
action  to  attach  the  Company's  assets.

All  remaining  allowed  claims  will  be  paid in accordance with the Company's
confirmed  Plan  of  Reorganization  in  cash.


NOTE  17  -  Commitments  and  Contingencies
             -------------------------------

Pending  Acquisition  -  ANTRA  Holdings  Group
--------------------     ----------------------
On  November  9, 2001 the Company reached an agreement ("Exchange Agreement") in
principle  with  90% of the stockholders of ANTRA Holdings Group, Inc. ("ANTRA")
(Pink  Sheets: RECD) to exchange their stock for shares in the Company.  Closing
is  subject  to  obtaining the ANTRA stock certificates from ANTRA Stockholders.
However, on January 28, 2002, Select Media received a notice from counsel to the
representative  of  ANTRA'S  shareholders  that  the  shareholders  consider the
Exchange  Agreement  to  be  void and of no affect as a result of Select Media's
failure  to  perform  certain  of  its obligations under the Exchange Agreement.
While  Select  Media  considers  such claim to be without merit, there can be no
assurance  that  the  closing  of  the  ANTRA  transaction  will  proceed.

ANTRA is a full service record and publishing company focusing on the resourcing
of  talent and marketing of new music together with the production, acquisition,
licensing,  publishing  and  distribution  of high quality recorded music in the
music  genres  of  Urban Music - which includes Urban/Rap/Hip-Hop and Rhythm and
Blues,  with  some interest in Rock and Pop. ANTRA will become a new division of
the  Company  called  ANTRA  Entertainment.  Approximately  2,750,000  shares of
restricted Company stock will be used for the exchange of all of the outstanding
shares  of  ANTRA.  In  addition,  there is one time adjustment to the number of
shares  to  be  issued  if  the price of the Company's Common Stock is less than
$2.50  per  share  one  year  from  the  closing  date,  as  defined.

                                                                           F-22
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  17  -  Commitments  and  Contingencies,  continued
             -------------------------------

Pending  Acquisition  -  ANTRA  Holdings  Group,  continued
--------------------     ----------------------
     In  connection  with  the  pending  acquisition  of  ANTRA, the Company, on
November  19, 2001, reached agreement to convert the ANTRA convertible debt into
approximately  $7  million  of Select Media convertible debt.  The assumption of
this debt has been reflected as a "deposit on pending acquisition". This debt is
redeemable  by  the Company at any time at 115% of the outstanding principle and
convertible  into  common  stock by the holders at the lessor of $3.50 or 88% of
the  fair  market value (as defined). Sale of the common stock issuable pursuant
to the conversion rights is subject to a volume restriction agreement as are the
shares  being  exchanged with the stockholders of ANTRA.  Select Media will also
issue  to  certain  investors,  999,940 warrants to purchase Select Media common
stock at  $2.50 per share, callable by the Company at $7.50.  A convertible loan
of  $250,000 as bridge financing to operate ANTRA is also being provided as part
of  this  transaction.  The  Company  has  also  agreed  to  file a registration
statement  covering  the  common  stock  underlying  the above convertible debt,
convertible  loan  and  warrants.

Pending  Acquisition  -  Betelgeuse  Productions,  LLC
--------------------     -----------------------------
On December 6, 2000, the Company and Betelgeuse Productions, LLC ("Betelgeuse"),
a  full  service television and video production and post-production business in
New  York  signed  a  definitive  Asset  Purchase  Agreement  (the  "Definitive
Agreement"),  whereby  the Company will purchase all of the assets of Betelgeuse
for  $10,000,000  in  cash.  As per the Definitive Agreement, the Company made a
non-refundable  down  payment  of  $525,000  to  Betelgeuse.  The balance of the
purchase  price  will  be  due  at a closing to be held within six (6) months of
completion  of  certain  due  diligence  (the  "Due Diligence Completion Date").
Pursuant  to  the  Definitive  Agreement,  the  Due Diligence Completion Date is
defined  as  the  date  that  the Company completes its due diligence; provided,
however,  that  such  date shall not be more than 45 days from the date that the
financial  records were made available to the Company.  The Company does not yet
have  a  commitment from a funding source for the balance of the purchase price.
There  is  no  assurance  that  the  Company  and  Betelgeuse  will complete the
acquisition.  If  the Company cannot raise the additional $9,500,000 to close on
this acquisition within the specified time frame, it is reasonably possible that
the  Company  would  be  unable  to  complete the acquisition.  In addition, the
current  owners  of  Betelgeuse claim that too much time has passed and that the
Company  no  longer  has  the  right  to  purchase  Betelgeuse  pursuant  to the
Definitive  Agreement.  As  a  result,  the  carrying  amount  of the deposit on
pending  acquisition  in the amount of $525,000 may be reduced materially in the
near  term.

Employment  Agreement
---------------------
Effective  January  1,  2001 (amended June 22, 2001), the Company entered into a
three  year  employment  agreement  ("Agreement")  with  James  Mongiardo,  the
Company's  Chief  Executive Officer.  Pursuant to the Agreement Mr. Mongiardo is
to  receive  an  annual  base  compensation  of  $250,000  and  an  immediately
exercisable  warrant  to  purchase  2,100,000

                                                                          F-23
<PAGE>
                                             SELECT  MEDIA  COMMUNICATIONS  INC.
                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  17  -  Commitments  and  Contingencies,  continued
             -------------------------------

Employment  Agreement,  continued
---------------------
shares  of  the  Company's  Common Stock at an exercise price of $1.25 per share
(quoted  market price of the Common Stock on the date of issuance).  On December
31,  2001 Mr. Mongiardo agreed to forego all unpaid salaries under the Agreement
through  January  31, 2002 in exchange for an immediately exercisable warrant to
purchase  1,000,000  shares  of  Common  Stock at an exercise price of $0.30 per
share  (120%  of  the  market price at issuance date). For purposes of pro forma
disclosures,  the  estimated fair value of these warrants are charged to expense
in  2001,  resulting  in  a  pro forma net loss of $8,128,000 ($0.49 per share).

Payroll  Taxes
--------------
Select  Media  has  not  filed  payroll tax returns from October 1, 1998 through
March  31,  2000.  As  of  December  31,  2001,  the  past due amounts have been
included  in  accrued  expenses totaling approximately $1,360,000 and consist of
payroll  taxes owed and estimated penalties and interest.  Beginning April 2000,
Select  Media began using a payroll service to process their current payroll and
file  and  pay  all  payroll  tax returns and applicable taxes.  At any time the
Internal  Revenue  Service  could  declare  Select  Media  in  default  of their
fiduciary  responsibility  and  could file a tax lien on the Company's assets or
take  other action against the Company and its responsible officers, which would
have  a  material  adverse  effect  on  the  Company's  business.

NOTE  18  -  Subsequent  Events
             ------------------
In  January  2002, the Company entered into an agreement with a former employee,
pursuant to which the former employee agreed to release the Company from payment
of  back  salary and expenses owed to him and to surrender 500,000 shares of the
Company's  Common  Stock.  These  shares  were  surrendered on January 31, 2002.

On  January  7, 2002, the Company granted warrants to purchase 100,000 shares of
Common  Stock  (50,000  exercisable at $1.37 and 50,000 exercisable at $0.30 per
share)  and on April 19, 2002, the Company granted a warrant to purchase 250,000
shares  of  Common  Stock  at  $0.132  per  share,  to  a member of the Board of
Directors.

On  January 7, 2002, the Company granted ,a warrant to purchase 50,000 shares of
Common  Stock  at  an  exercise  price  of  $5.00  per share to a stockholder as
additional  consideration  for  a  note  payable.

During  January  2002, the Company granted warrants to purchase 55,000 shares of
Common  Stock  with an exercise price of $1.25 per share to two former employees
as  settlement  of  back  salary  owed  to  them.

During  April  2002, the Company entered into an agreement with MSRK Holdings to
participate in the sponsorship of a new investor awareness program for an agreed
upon  fee  of  $50,000.  The  Company  agreed  to  provide MSRK Holdings with an
independent  research report and 5,000,000 freely trading shares (contributed by
three  existing  stockholders  see below), in lieu of the $50,000 cash payment.

On  March  21,  April  2,  and April 19, 2002, the Company issued to John Serubo
500,000  shares  (1,500,000  in  aggregate) as part of a settlement involving an
investor  awareness program and the payment of certain expenses on behalf of the
Company.

On  March  21,  2002  the  Company issued to a vendor 65,000 shares to settle an
outstanding  invoice  of  $  6,500.

On  April  19, 2002, the Company issued 2,000,000 shares to the Company's former
Chief  Executive  Officer  as  part  of  its  settlement  with him regarding the
investor  awareness  program and past payroll and business expenses due him.  In
addition,  for  his  service  as  a  Director and continued advice regarding the
Betelgeuse  acquisition,  he was granted a warrant to purchase 350,000 shares of
Common Stock at $0.132 per share, which was 120% of the close of market on April
19,  2002.                                                                  F-24
<PAGE>
                                            SELECT  MEDIA  COMMUNICATIONS  INC.

                                                  NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE  18  -  Subsequent  Events
             ------------------

On April 19, 2002, the Company's current Chief Executive Officer agreed to waive
any  salary  due  for the period February 1, 2002 through June 30, 2002.  He was
granted  a  warrant  to  purchase 3,500,000 shares of Common Stock at $0.132 per
share.

On  April  22, 2002 the Company entered into an agreement with a stockholder who
agreed  to  pay  $87,500, of which $72,500 would be applied toward completion of
the  Company's  and  ANTRA's financial statement audits for 2001 and the balance
toward  release of shares for a new investor awareness program.  The stockholder
will  receive  7,000,000  shares  for  these  payments.

On  April  26, 2002, the Company issued 4,000,000 shares to Lloyds as part of an
agreement  reached  concerning  the  investor  awareness  program.


                                                                           F-25
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  AND ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     On  October  13,  1995,  Select  Media  filed  a  voluntary  petition  for
reorganization  pursuant  to  Chapter  11  of  Title  11  of  the  United States
Bankruptcy  Code.  Ernst  &  Young  LLP  did not provide any services, including
services  as  auditor, to Select Media after October 13, 1995.  Select Media did
not  formally  notify Ernst & Young LLP that the client-auditor relationship had
ceased  until  October 30, 2000.  Before Select Media's formal notice to Ernst &
Young,  LLP,  on  February 1, 2000, we engaged Marcum & Kliegman, LLP as our new
independent  auditors to audit the Company's financial statements.  The decision
to  change  accountants  was  recommended  by  the Company's Board of Directors.

     On  November  7,  2000,  the Company filed a Form 8-K, amended December 22,
2000, noting the change in accountants.  The Company's former accountants, Ernst
&  Young  LLP,  ceased  acting  as  the  Company's auditors at the time that the
Company  filed for bankruptcy in October 1995.  There were no disagreements with
the  former  accountants.




                                      -25-
<PAGE>

     The  last report issued by Ernst & Young LLP on Select Media's consolidated
financial  statements  related  to Select Media's fiscal year ended December 31,
1994.  Such  report was issued on March 22, 1995 and Ernst & Young LLP's opinion
was  modified  as  to  the  uncertainty  of  Select Media to continue as a going
concern.  Ernst  &  Young  LLP  has  not  issued  any  reports on Select Media's
consolidated  financial  statements  since  the  March  22,  1995  report.  In
connection with the audit of the Company's consolidated financial statements for
the year ended December 31, 1994 and during any subsequent interim periods up to
October 30, 2000, there have been no disagreements with Ernst & Young LLP on any
matters  of  accounting principles or practices, financial statement disclosure,
or  auditing  scope  or procedures, which if not resolved to the satisfaction of
Ernst  &  Young LLP would have caused Ernst & Young LLP to make reference to the
subject  matter  of  the  disagreements  in  connection  with  their  report.

     On  February  1,  2000,  the  Company's Board of Directors formally engaged
Marcum  &  Kliegman LLP, 130 Crossways Park Drive, Woodbury, New York as its new
independent  auditors  ("M&K")  to  audit  the  Company's  financial statements.
Neither  the Company, nor any person on the Company's behalf during the two most
recent  fiscal  years and the subsequent interim periods prior to the engagement
of  M&K,  consulted  with  M&K  with  regard  to  any  of  the matters listed in
Regulation  S-B  Items  304  (a)  (2)  (i)  or  (ii).

     The  Company  has requested that Ernst & Young LLP furnish it with a letter
addressed  to  the  Securities and Exchange Commission stating whether it agrees
with  the  above  statements.  A  copy  of  the  Ernst & Young LLP letter to the
Securities and Exchange Commission, dated December 21, 2000 was filed as Exhibit
16  to  the  Company's  amended  Form  8-K  filed  December  22,  2000.

PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE  WITH  SECTION  16  OF  THE  EXCHANGE  ACT

The  directors  and  officer  of  the  Company  are  as  follows:
<TABLE>
<CAPTION>
                                                                 Position with Select
Name                 Age     Position                                 Media Since
----                 ---     -------------------------------          -----------
<S>                  <C>                     <C>                         <C>
Mitch  Gutkowski      46     Chief  Creative  Officer,  Secretary        1981
                             and  Director

James F. Mongiardo    56     Chairman of the Board, Chief Executive      2000
                             Officer and Director

Chester  R.  Simmons  72     Director                                    1999

</TABLE>

     Mitch  Gutkowski, Chief Creative Officer, Secretary since 2001 and Director
since  1981,  founded  Select Media in 1981. Mr. Gutkowski oversees our creative
strategy  as  the  Chief  Creative  Officer.  Before  founding Select Media, Mr.
Gutkowski  was Vice President for Advertising Sales for Pro-Sport Entertainment,


                                      -26-
<PAGE>
Inc.,  the  exclusive  television  syndication distributor for NFL films. It was
there  that Mr. Gutkowski created a sports vignette, which ultimately became the
genesis  of  Select  Media.  Prior  to  that, Mr. Gutkowski held the position of
network  supervisor for BBDO, one of the country's largest advertising agencies.
In  his  role as head of the syndication division, Mr. Gutkowski was responsible
for  placing  over  $100  million  a  year on behalf of the agency's syndication
clients. Mr. Gutkowski was our Chairman of the Board and Chief Executive Officer
in  1995,  when  we filed for bankruptcy protection under Chapter 11. Since that
time,  Mr.  Gutkowski  was  employed  by  Select  Media  through March 31, 2002.

     James  Mongiardo,  Chairman  of the Board and Chief Executive Officer since
2001  and  previously  Vice  Chairman of the Board since 2000, has experience in
building  companies and in the banking and securities business. He has served as
Chief  Executive  Officer  for  public  biotechnology  and  healthcare  services
companies  and  as  head  of  United  States  marketing  for  Schering-Plough
Corporation.  Since  November  2000, Mr. Mongiardo has been Managing Director of
Homewood Capital Group, LLC, a corporate finance consulting firm specializing in
institutional  private  placements  for  emerging  companies.  For the five-year
period  ending  November  2000,  he  was  Managing  Director  of  LBC  Capital
Corporation,  an  investment  banking firm specializing in institutional private
placements  for  emerging  companies.

     Chester  R.  Simmons,  Director  since  1999, has a distinguished career in
helping  to  shape  modern  sports  television.  In  1957,  he  joined the group
responsible  for  the  American  Broadcasting  Company's  sports  programming,
including  "ABC's  Wide  World  of  Sports," "The American Sportsman," and ABC's
Olympic  Games coverage. In 1964, he moved to NBC, where he rose to the position
of  the  first  President  of NBC Sports. During his tenure at NBC, that network
acquired  the  rights  to  televise  Major  League Baseball, the National Hockey
League,  various Olympic Games and NCAA football. Mr. Simmons left NBC Sports to
become  the  first  President  and  Chief Executive Officer of ESPN. Mr. Simmons
became  commissioner of the United States Football League in 1982 and since then
and for the last five years has served as a consultant to a variety of sports or
television  businesses.

     The  above listed directors will serve until the next annual meeting of the
shareholders  or  until  their  death,  resignation,  retirement,  removal,  or
disqualification,  and  until  there  successors  have  been  duly  elected  and
qualified.  Our  executive  officers  serve  at  the  discretion of the board of
directors.  Vacancies  in the existing board of directors are filled by majority
vote  of  the remaining directors. There are no agreements or understandings for
any  officer  or  director  to  resign  at  the request of another person and no
officer  or  director is acting on behalf of or will act at the direction of any
other  person.  There  is  no  family  relationship between any of our executive
officers  or  directors.

     BOARD  COMMITTEES

The  Board  of  Directors  has  not  established  any  committees.

     COMPENSATION  OF  DIRECTORS

     Our directors do not receive any compensation for their services as members
of our Board of Directors.  They are reimbursed, however, for travel and lodging
expenses  in  connection  with  their  attendance  at  board  meetings.

                                      -27-
<PAGE>
SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a)  of  the  Securities  and  Exchange  Act  of 1934 requires a
company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of  the  company's  equity  securities  to file reports of
securities  ownership  and  change  in  such  ownership  with the Securities and
Exchange  Commission.  Messrs.  Mongiardo,  Gutkowski  and  Simmons  each became
subject  to the reporting requirements when elected to the Board of Directors of
the Company or appointed as an executive officer of the Company.  Each failed to
timely file forms 3.  During the year ended December 31, 2001, Mr. Mongiardo had
two  transactions  with  respect  to  which  he  failed  to  file  Forms  4.

ITEM  10.     EXECUTIVE  COMPENSATION.

EXECUTIVE  COMPENSATION.

     The  following  table  sets  forth  the  compensation received for services
rendered  during  the fiscal years ended December 31, 2001, 2000 and 1999 by our
Chief  Executive  Officer  and  our  Chief  Creative  Officer.

SUMMARY  COMPENSATION  TABLE
<TABLE>
<CAPTION>
                               Annual Compensation                Long-Term Compensation
                               ---------------------------------------------------------
                                                                        Awards
Name and                                                          ----------------------
Principal                                               Restricted Stock       Securities Underlying
Position                Year         Salary                 Awards                  Options/SARs
---------------------  ------  --------------------  ---------------------      ------------------------
                                      ($)                      (#)                      (#)
<S>                      <C>          <C>                       <C>                     <C>

James F. Mongiardo,      2001                  0(1)                        0             3,100,000(1)
Chief Executive Officer  2000               60,000                 300,000(2)                      0

Mitch Gutkowski,         2001                    0                         0                       0
Chief Creative Officer   2000              200,000                         0                       0
                         1999              252,000                 440,000(3)                      0

</TABLE>



(1)  Mr. Mongiardo joined us in 2000. On December 31, 2001, Mr. Mongiardo agreed
     to waive any past salary due and future salary due through January 31, 2002
     and  was  granted a warrant to purchase 1,000,000 shares of common stock at
     $.30 per share. Under Mr. Mongiardo's employment agreement with us, we have
     issued  to  him  a  warrant to purchase 2,100,000 shares of common stock at
     $1.25  per  share.

(2)  In  July  2000, we awarded 100,000 shares of common stock to Mr. Mongiardo,
     which  have  been  valued for reporting purposes at $300,000 based upon the
     closing  price  of  our  common  stock  on  the  date  of  award.

(3)  In  the  period  from  our  bankruptcy filing in October 1995 until October
     1999,  Mr.  Gutkowski provided substantial services to us. For much of that
     period,  Mr.  Gutkowski  did not take a salary or took a reduced salary. To
     compensate  him  for  his  prior  service, in October 1999 we issued to Mr.
     Gutkowski  2,000,000  shares, which have been valued for reporting purposes
     at  $440,000.


                                      -28-
<PAGE>
The  $440,000  value placed on the  stock issued to Mr. Gutkowski is based on
sales  made  by  us  that  took place just before the issuance to Mr. Gutkowski.

     We  did  not  pay to our Chief Executive Officer, Chief Creative Officer or
any  executive  officer  any  compensation  intended  to  serve as incentive for
performance  to occur over a period longer than one year pursuant to a long-term
incentive  plan  in the fiscal year ended December 31, 2001.  We do not have any
defined  benefit  or  actuarial plan with respect to any executive officer under
which  benefits  are  determined  primarily  by  final compensation and years of
service.  We  did  not  pay  any  salary or other cash compensation to our Chief
Executive  Officer  or  Chief  Creative  Officer  in  2001.

 STOCK  OPTION  GRANTS  DURING  2001.

     The  following  table  contains  information  concerning the grant of stock
options  to  our  Chief  Executive  Officer. The Company does not have any plans
pursuant  to  which  stock  appreciation  rights  ("SARs")  may  be  granted.


<TABLE>
<CAPTION>
                           Individual  Grants
                           ------------------------------------------

                          Number of       % of Total
                          Securities        Options
                          Underlying       Granted To     Exercise or
                        Options Granted   Employees in    Base Price    Expiration
NAME                          (#)             2001         ($/Sh)(1)       Date
---------------------   ----------------  -------------  -------------  ----------
<S>                           <C>               <C>            <C>            <C>

James F. Mongiardo (2)         2,100,000        66.6%  $       1.25       1/6/07
                               1,000,000        31.7%  $       0.30       1/6/07
</TABLE>



(1)  All  options  have  an  exercise  price equal to or greater than the market
     price  of  the  Common  Stock  on  the  date  of  grant.

(2)  On December 31, 2001, Mr. Mongiardo agreed to waive any past salary due and
     future  salary  due  through  January 31, 2002 and was granted a warrant to
     purchase  1,000,000  shares  of  common  stock at $.30 per share. Under Mr.
     Mongiardo's  employment  agreement with us, we have issued to him a warrant
     to  purchase  2,100,000  shares  of  common  stock  at  $1.25  per  share.
     Subsequently  on  April  19, 2002, Mr. Mongiardo agreed to waive any salary
     due for the period February 1, 2002 through June 30, 2002 and was granted a
     seven-year  warrant  to purchase 3,500,000 shares of common stock at $ .132
     per  share.

COMPENSATION  OF  DIRECTORS

     Our directors do not receive any compensation for their services as members
of  our board of directors. They are reimbursed, however, for travel and lodging
expenses  in  connection  with  their  attendance  at  board  meetings.

                                      -29-
<PAGE>

EMPLOYMENT  CONTRACTS

     We  have  an  employment  agreement  with Mr. Mongiardo to act as our Chief
Executive  Officer.  The  contract provides for a yearly salary of $250,000 with
yearly  increases  of 10%. The agreement also provides for a warrant to purchase
2,100,000 shares of common stock exercisable at $1.25 per share. The term of Mr.
Mongiardo's  employment  agreement  runs  through  December  31,  2003.

     We  also  had  an  employment  agreement  with  Mr. Gutkowski. The contract
provided  for  a yearly salary of $300,000 with yearly increase. The term of Mr.
Gutkowski's  agreement ran through November 1, 2005. Effective April 1, 2002 Mr.
Gutkowski agreed to terminate this employment agreement and contribute 2,000,000
shares  to  the investor awareness program. The Company agreed to pay as soon as
possible  in  one  or  more  payments $ 150,000 and to issue 2,000,000 shares to
replace  those  contributed  to  the  investor  awareness  program.

POTENTIAL  CONFLICTS  OF  INTEREST  RELATED  TO  OTHER  BUSINESS  ACTIVITIES

     It  is  possible  that  Mr.  Mongiardo,  a director and our chief executive
officer, and Mr. Simmons, a non-employee director, may in the future participate
in  business  ventures  that  could  be  deemed to compete with us. Conflicts of
interest  and  non-arms length transactions may arise in the future in the event
our  officers  or  directors  become involved in the management of any firm with
which  we  transact business. Although we have adopted a policy that we will not
seek  a  merger  with,  or  acquisition  of,  any entity in which members of our
management  serve  as officers, directors or partners, or in which they or their
family  members  own  or  hold  any  material  ownership interest, we do have an
exception  to  that  policy  in  the event that an acquisition or transaction is
approved by a majority of the members of our board of directors who have no such
direct  or  indirect  interest  in  the  entity.  Thus,  upon  the  approval  of
disinterested  directors,  we  could  enter into a transaction with an entity in
which  members  of  our  management  have  an  interest.

     Mr.  Mongiardo  is  associated with Homewood Capital Group, LLC, a business
consulting  and  advisory  firm.  Consequently, there are potential conflicts of
interest  in his acting as a director and officer of Select Media. Mr. Mongiardo
limits  the  amount  of  time  he  devotes  to  our  business.  Pursuant  to Mr.
Mongiardo's  employment  contract,  he  is to devote at least 60% of his working
time,  energy,  skill  and commercially reasonable efforts to the performance of
his  duties  in  a  manner,  which  will  faithfully  and diligently further our
business  and  interests.

     Our  officers and directors may in the future become shareholders, officers
or  directors  of  other  companies  that  may be engaged in business activities
similar  to  those conducted by us. Accordingly, conflicts of interest may arise
in  the future with respect to those individuals acting on behalf of us or other
entities.  Additional  conflicts  of  interest  may  arise  with  respect  to
opportunities which come to the attention of such individuals in the performance
of  their duties or otherwise. We do not currently have a right of first refusal
pertaining  to opportunities that come to management's attention insofar as such
opportunities  may  relate to our business operations. With the exception of the
policy  regarding  mergers  and acquisitions described above, we do not have any
policies  regarding  resolving  conflicts  of  interest.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT


                                      -30-
<PAGE>

     The following table sets forth information known to us regarding beneficial
ownership of our common stock as of April 26, 2002 for (1) each of the executive
officers  and  directors, (2) each person or group that is a beneficial owner of
more  than  5% of the outstanding shares of our common stock, and (3) all of our
executive  officers and directors as a group.  As of April 26, 2002, 2002, there
were 31,552,683 shares issued and outstanding and 8,479,940 shares issuable upon
exercise  of  warrants  and  options  which are exercisable within 60 days.  The
number  of  shares  issuable  upon conversion of debt will vary according to the
number  of  shares  issued  and  outstanding  as well as the market price on the
conversion  date.

<TABLE>
<CAPTION>
Names and Addresses
of Beneficial Owners                   Number of Shares   Percentage Owned(1)
-------------------------------------  -----------------  -------------------
<S>                                             <C>                <C>
Mitch Gutkowski(2)                          2,350,000(3)                 7.5%

James F. Mongiardo(2)                       6,700,000(4)                21.2%

Chester R. Simmons(2)                         351,600(5)                 1.1%

Balmore Funds, S.A.                         3,123,716(6)                9.99%
   P.O. Box 4603
   Zurich, Switzerland

Austost Anstalt Schaan                      3,123,176(6)                9.99%
   7440 Fuerstentun, Liechtenstein
   Landstrasse 163

United Securities Services, Inc.            3,123,716(6)                9.99%
   135 West 50th Street
   New York, New York  10020

Nesher Inc.                                 3,123,716(6)                9.99%
   Ragnall House
   18 Peel Road
   Douglas, Isle of Man, UK  1M1 4L2

B.B.Y. Enterprises, Inc.                    3,123,716(6)                9.99%
   135 West 50th Street
   New York, New York  10020

Ellis Enterprises, Ltd.                     2,398,004(6)                 7.6%
   42A Waterloo Road
   London, England, UK  NW2 7UF

Alpha Capital Aktiengesellschaft            3,123,176(6)                9.99%
   Pradafant 7
   9490 Furstentums
   Vaduz, Lichtenstein

Dominick Sartorio                           1,500,000                   4.75%
   22 Magerus Street
   Huntington, NY  11746

Kevin Johnson                               7,350,000                   23.3%
   2 High Meadow Court
   Brookville, New York  11545

Lloyds Bahamas Securities, Ltd.             4,500,000                   14.3%
   P.O. Box 4149
   Nassau, N.P., The Bahamas

All officers and directors as
   a group (3 persons)                      9,401,600                   29.8%

</TABLE>

                                      -31-
<PAGE>

(1)  For  purposes  of  computing the percentage of outstanding shares of common
     stock  held  by each person or group of persons, any shares of common stock
     that  a  person  has  the  right  to acquire within 60 days is deemed to be
     outstanding as to that person or group, but is not deemed to be outstanding
     for  the purpose of computing the percentage ownership of any other person.

(2)  The  address  of  each of the named executive officers and directors is c/o
     Select  Media  Communications,  Inc.,  575  Madison Avenue, Suite 1006, New
     York,  New  York  10022.

(3)  Includes a warrant to purchase 350,000 shares at an exercise price of $.132
     per  share.

(4)  Includes  a  warrant  to  purchase 2,100,000 shares at an exercise price of
     $1.25  per  share,  a  warrant  to purchase 1,000,000 shares at an exercise
     price  of  $0.30 per share and a warrant to purchase 3,500,000 shares at an
     exercise  price  of  $  .132  per  share.

(5)  Includes a warrant to purchase 50,000 shares of common stock exercisable at
     $1.47  per  share,  a  warrant  to  purchase  50,000 shares of common stock
     exercisable  at a price of $.30 per share and a warrant to purchase 250,000
     shares  of  common  stock  at  an  exercise  price  of  $  .132  per share.

(6)  Assumes  the  maximum  amount  convertible  under  the convertible notes or
     exercisable  under  the  warrants held by this person within 60 days. Under
     the  terms of the subscription agreement with our convertible note holders,
     each  note  holder  is  limited  to  converting its notes or exercising its
     warrants  in  an  aggregate  amount not to exceed the number of shares that
     will  result  in the ownership of the note holder of 9.99% of Select Media.
     However,  any  note  holder can void the 9.99% ownership limit upon 75 days
     prior  written  notice.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In  1996,  Mr. Gutkowski contributed $100,000 in cash to our reorganization
plan  as  part  of our emergence from bankruptcy. We repaid this contribution to
Mr.  Gutkowski  in  January  2000.

     On  November  27,  2001,  we agreed to issue to United Securities Services,
Inc.  a convertible note in the principal amount of $265,527, a convertible note
in  the  principal  amount  of  $11,550 and a warrant for the purchase of 38,100
shares  of  our  common  stock  at  an  exercise  price  of  $2.50  per share in
consideration  of  the  surrender  by  United  Securities  Services,  Inc.  of a
convertible  note  of  ANTRA  Holdings  Group,  Inc., in the principal amount of
$175,846,  held  by  it.

     On  November 27, 2001, we agreed to issue to Nesher Inc. a convertible note
in  the principal amount of $354,166, a convertible note in the principal amount
of  $15,950  and a warrant for the purchase of 50,820 shares of our common stock
at  an  exercise  price  of $2.50 per share in consideration of the surrender by
Nesher  Inc.  of  a  convertible  note  of  ANTRA  Holdings  Group, Inc., in the
principal  amount  of  $234,547,  held  by  it.

     On  November  27,  2001,  we  agreed to issue to B.B.Y. Enterprises, Inc. a
convertible  note  in  the  principal  amount  of $151,000 and a warrant for the
purchase  of 21,600 shares of our common stock at an exercise price of $2.50 per
share  in  consideration  of  the  surrender  by  B.B.Y.  Enterprises, Inc. of a
convertible  note  of  ANTRA  Holdings  Group,  Inc., in the principal amount of
$100,000,  held  by  it.

                                      -32-
<PAGE>

     On  November  27,  2001,  we  agreed  to issue to Ellis Enterprises, Ltd. a
convertible  note  in  the  principal  amount  of  $88,443 and a warrant for the
purchase  of 12,700 shares of our common stock at an exercise price of $2.50 per
share  in  consideration  of  the  surrender  by  Ellis  Enterprises,  Ltd. of a
convertible  note  of  ANTRA  Holdings  Group,  Inc., in the principal amount of
$234,418,  held  by  it.

     On  November  27,  2001,  we  agreed  to  issue to Austost Anstalt Schaan a
convertible  note  in  the  principal amount of $3,054,639 and a warrant for the
purchase of 438,360 shares of our common stock at an exercise price of $2.50 per
share  in  consideration  of  the  surrender  by  Austost  Anstalt  Schaan  of a
convertible  note  of  ANTRA  Holdings  Group,  Inc., in the principal amount of
$2,022,940,  held  by  it.

     On  November  27,  2001,  we  agreed  to  issue  to  Balmore  Funds, S.A. a
convertible  note  in  the  principal amount of $3,054,639 and a warrant for the
purchase of 438,360 shares of our common stock at an exercise price of $2.50 per
share  in consideration of the surrender by Balmore Funds, S.A. of a convertible
note  of ANTRA Holdings Group, Inc., in the principal amount of $2,022,940, held
by  it.

     On  November  27,  2001,  we  agreed  to  issue  to  Alpha  Capital
Aktiengesellschaft  a  convertible  note  in the principal amount of $222,500 in
consideration  of  the  surrender  by  Alpha  Capital  Aktiengesellschaft  of  a
convertible  note  of  ANTRA  Holdings  Group,  Inc.  held  by  it.

     On December 31, 2001, Mr. Mongiardo agreed to waive any past salary due and
future salary due through January 31, 2002. He was granted a warrant to purchase
1,000,000  shares of common stock at 120% of the close of market on December 31,
2001.  The  close  price  on  December  31,  2001 was $ 0.25 and, therefore, Mr.
Mongiardo  can  exercise  his warrant to purchase 1,000,000 shares of our common
stock  at  $0.30  per  share.

     In  January  2002, we entered into an agreement with Dominick Sartorio, one
of  our  former  employees,  pursuant to which Mr. Sartorio agreed to release us
from  payment  of  back  salary  and expenses owed to him and to surrender to us
500,000  shares  of  our  common stock of the 2,000,000 shares then held by him.
These  shares  were  surrendered  on  January  31,  2002.

     On March 21, 2002, the Company issued to John Serubo 500,000 shares as part
of  a  settlement  involving  the  investor awareness program and the payment of
certain  expenses on behalf of the Company.  On the same date the Company issued
to  a  vendor  65,000  shares  to  settle  an  outstanding  invoice  of $ 6,500.

     On  April  2, 2002, the Company issued 500,000 shares to Mr. Serubo as part
of  the  same  settlement.

     On  April  19, 2002, the Company issued to Mr. Serubo the remaining 500,000
shares  due  pursuant to the settlement with him.  The Company on April 19, 2002
also issued 2,000,000 shares to Mr. Gutkowski as part of its settlement with him

                                      -33-
<PAGE>
regarding  the investor awareness program and past payroll and business expenses
due  him.  In  addition  for  his  service  as  a  Director and continued advice
regarding  the  Betelgeuse  Acquisition,  he  was  granted a warrant to purchase
350,000 shares of common stock at 120% of the close of market on April 19, 2002.
The  close  price on April 19, 2002 was $ 0.11 and, therefore, Mr. Gutkowski can
exercise  his  warrant  to purchase 350,000 shares of our common stock at $0.132
per  share.

     On  April 19, 2002, Mr. Simmons for his service as a Director was granted a
warrant  to  purchase  250,000  shares  of  common stock at 120% of the close of
market  on  April  19,  2002.  The close price on April 19, 2002 was $ 0.11 and,
therefore,  Mr.  Simmons  can exercise his warrant to purchase 250,000 shares of
our  common  stock  at  $0.132  per  share.

     On  April  19,  2002,  Mr. Mongiardo agreed to waive any salary due for the
period  February  1,  2002  through  June  30, 2002. He was granted a warrant to
purchase  3,500,000  shares  of  common  stock at 120% of the close of market on
April 19, 2002. The close price on April 19, 2002 was $ 0.11 and, therefore, Mr.
Mongiardo  can  exercise  his warrant to purchase 3,500,000 shares of our common
stock  at  $0.132  per  share.

     On April 22, 2002, the Company entered into an agreement with a shareholder
who agreed to pay $ 87,500, of which $ 72,500 would be applied toward completion
of  the  Company's and ANTRA's audits for 2001 and the balance toward release of
shares  for  a  new  investor  awareness  program.  The shareholder was issued
7,000,000  shares  for  these  payments.

     On  April  26,  2002, the Company issued 4,000,000 shares to Lloyds Bahamas
Securities,  Ltd.  as  part  of  the  agreement  reached concerning the investor
awareness  program.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
<TABLE>
<CAPTION>
<S>                    <C>

     3.1     Certificate  of  Incorporation
     3.2     Bylaws
     10.1    Employment  Agreement  with  Mitch  Gutkowski
     10.2    Stock  Purchase  Agreement for the Purchase of all the outstanding
             Common  Stock  of  Sigma  Sound  Studio,  Inc.
     10.3    Agreements  with  Lloyds  Bahamas  Securities,  Ltd.  regarding
             financing
     10.4    Agreement  with  Lloyds  Bahamas  Securities,  Ltd.  to  fund  the
             Betelgeuse  down payment
     10.5    Agreement  with  Lloyds Bahamas Securities, Ltd. regarding interim
             financing
     10.6    Definitive  Agreement  to  Purchase  the Assets and Liabilities of
             Betelgeuse Productions,  LLC
     10.7    Registration  Rights  Agreement
     10.8    Exchange Agreement, dated as of November 9, 2001, by and among
             Select  Media  Communications,  Inc.,  Antra  Holdings  Group, Inc.
             ("Antra") and certain holders of common stock of Antra (the
             "Holders"), together with the list of  Holders and  the  form of
             Registration Rights Agreement as exhibits thereto
     10.9    Agreement,  dated  as  of November 9, 2001, by and between Select Media
             Communications,  Inc.  (the  "Company") and Antra Holdings Group, Inc. ("Antra")
             pursuant  to  which Antra will issue 9,250,000 shares of its common stock to the
             Company

                                      -34-
<PAGE>
     10.10   Subscription  Agreement,  dated  as  of  November  16,  2001  (the
             "Subscription  Agreement"), by and between Select Media Communications, Inc. and the
             subscribers  listed  therein
     10.11   Private  Equity  Line  of Credit Agreement, dated as of November 27,
             2001  (the  "PELC  Agreement"), by and between Select Media Communications, Inc.
             and  Grenville  Financial  Ltd.
     10.12   Registration  Rights Agreement, dated as of November 27, 2001 by and
             between  Select  Media  Communications,  Inc.  and  Grenville  Financial  Ltd.
     10.13   Employment  Agreement  with  James  F.  Mongiardo
     10.14   Amendment  to  Employment  Agreement  with  James  F.  Mongiardo
     21.1    Subsidiaries  of  the  Registrant
     24.1    Power  of  Attorney

</TABLE>

     During  the  last  quarter  of the year ended December 31, 2001, the period
covered  by  this  report, the Company filed a report on Form 8-K dated December
12,  2001 to report that the Company entered into an exchange agreement dated as
of  November  9,  2001,  with Antra Holdings Group, Inc.  and certain holders of
Antra's  common  stock  , pursuant to which the Company will issue shares of the
common  stock  of  the  Company in exchange for each share of Antra common stock
held  by  them.


                                      -35-
<PAGE>
SIGNATURES

     In  accordance  with Section 13 or 15 (d) of the Exchange Act, Select Media
Communications,  Inc.  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                           SELECT  MEDIA  COMMUNICATIONS,  INC.


                           By: /s/  JAMES  F.  MONGIARDO
                          ------------------------------
                                    James F. Mongiardo, Chief Executive Officer

Date:  5/13/2002

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the Registrant and in the capacities and on the
dates  indicated.


By:  /s/  JAMES  F.  MONGIARDO
     -------------------------
      James  F.  Mongiardo,  Chief  Executive  Officer  and  Director (Principal
Executive  Officer  and  Principle  Financial  and  Accounting  Officer)

Date:  5/13/2002


By:  /s/  MITCH  GUTKOWSKI
     ---------------------
       Mitch  Gutkowski,  Director

Date:  5/13/2002


By:  /s/  CHET  SIMMONS
     ------------------
       Chet  Simmons,  Director

Date:  5/13/2002






                                      -36-