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

                              Form 10-KSB

       [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

     [ ]  Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

             For the Transition Period from __________ to

                   Commission File Number 000-32231


                   MEDIA AND ENTERTAINMENT.COM, INC.
            (Name of small business issuer in its charter)

               Nevada                         52-2236253
   (State or other jurisdiction of  (I.R.S. employer identification
         incorporation or organization)               number)

          500 N Rainbow Blvd, Ste 300,                 89107
                             Las Vegas, NV
         (Address of principal executive            (Zip code)
                               offices)

               Issuer's telephone number: (702) 221-1935

   Securities Registered Pursuant to Section 12(b) of the Act: NONE

       Title of each class        Name of each exchange on which
                              registered





      Securities Registered Pursuant to Section 12(g) of the Act:

                       COMMON, $0.001 PAR VALUE
                           (Title of class)


                           (Title of class)



PAGE-1-



Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response 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 this
Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $0

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 of the Exchange Act.)
$1,113,613 as of the average bid and asked price at the close of April
11, 2002.

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 9,536,750

               DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990). None

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

                   FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements about our
business, financial condition and prospects that reflect our
management's assumptions and beliefs based on information currently
available. We can give no assurance that the expectations indicated by
such forward-looking statements will be realized. If any of our
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, MEDE's
actual results may differ materially from those indicated by the
forward-looking statements.

The key factors that are not within our control and that may have a
direct bearing on operating results include, but are not limited to,
acceptance of our services, our ability to expand its customer base,
managements' ability to raise capital in the future, the retention of
key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be
unable to predict. When used in this Report, words such as,
"believes," "expects," "intends," "plans," "anticipates," "estimates"
and similar expressions are intended to identify and qualify forward-
looking statements, although there may be certain forward-looking
statements not accompanied by such expressions. However, the forward-
looking statements contained herein are not covered by the safe
harbors created by Section 21E of the Securities Exchange Act of 1934.

PART I

ITEM 1.  BUSINESS.

A.     Business Development and Summary

We were formed as a Nevada Corporation on April 27, 2000, under the
name Media and Entertainment.com, Inc. Our Articles authorize us to
issue up to twenty million (20,000,000) shares of common stock at a
par value of $0.001 per share and five million (5,000,000) shares of
Preferred Stock at a par value of $0.001.

On August l6, 2001, we executed an asset purchase agreement with
Nexcode, Inc. whereby we purchased all of the assets of Nexcode in
exchange for 1,200,000 shares of our common stock. The only asset
acquired was in process technology for the online broadcast of video.
We entered into employment agreements with each of the three current
officers and directors of Nexcode.

On July 31, 2001, we executed an asset purchase agreement to purchase
all of the assets of Matthews Affiliated Productions ("MAP") in
exchange for 100,000 shares of our common stock and an employment
agreement for the current president of Matthews. On February 28, 2002,
we terminated and rescinded, as of December 31, 2001, the asset
purchase agreement with MAP. Since the date of acquisition, MAP did
not have significant operating activity.

B.     Business of Issuer

Media & Entertainment intends to offer full spectrum media management,
communications technologies, and related services to the global
market.

(1)  Principal Services, Products and Principal Markets

We are a development stage company incorporated to transact any lawful
business. We plan to provide a full spectrum of communications
technology. Our service system is designed to improve the efficiency
and cost effectiveness for the business-to -business and the consumer
segments. We believe that our turnkey, solutions using the latest
Internet communications technologies will improve net profits of our
clientele.



PAGE-2-



Media and Entertainment.com, Inc. is engaged in the communications and
technology sector for the global market. Media and Entertainment.com
Inc. has developed a proprietary technology called NetDVD, which
allows Internet users to view all types of video online in a full
screen format, with the same high speeds and quality as television,
without the need for extra hardware, plug-ins or high-speed
connections.

Media and Entertainment.com Inc.  intends to be a global provider of
software products and services for Internet media delivery. We are
engaged in the development of streaming media systems that enable the
creation, real-time delivery and playback of audio, video and
multimedia content on the Web. The Company is the creator of streaming
media systems such as our NetDVD lineup, starting with "NetDVD
StreamShare Basic", NetDVD StreamShare Software, NetDVD StreamShare
Business Software, the software that has the ability to stream digital
data to PDA's and mobile telephones.

We have harnessed the latest digital streaming technology far more
efficiently and effectively than ever before. This advancement is
expected to allow us to introduce proprietary software and compression
to the global market. Our services utilizing the latest in digital and
streaming technology should lead to more efficient and effective
dissemination of traditional "cinema" advertising materials. An
advantage of using movie and video clips on the Internet is that the
client is not restricted by 60 seconds - the typical length of a
television commercial or a theater preview for a film. We believe that
excerpting video and audio productions in interactive, real time
vignettes for the business-to-business and consumer target audiences
will enhance ticket sales and the sale of ancillary merchandising
products.

Media and Entertainment.com Inc. with its Nexcode technologies is
constantly expanding to better serve the needs of its communications
and technology global markets. We expect to achieve growth through
introducing our software of the NetDVD lineup.  Through our current
technology, we will also deliver "wireless digital streaming" to PDA's
and cellular telephones.

(2)  Status of Products and Services

It is our intention to enter the marketplace with proprietary service
solutions. NetDVD StreamShare Basic software will include search
engine unlike traditional search engines, NetDVD StreamShare does not
search Web servers. Instead, it searches files that other users, have
chosen to make available to the public. NetDVD StreamShare is the
latest addition to the fast growing community tools for file exchange.
Best for search and retrieve files such as MP3 files, video files etc.
NetDVD Internet Streaming Player Streaming media is all about the
delivery of continuous audio, video, and/or text files over the
Internet. The media is then fed to the user while being viewed. Non-
streaming files such as most .wav, .avi and .mov files download
completely to the client computer before they begin to play. NetDVD
Video StreamShare is a file sharing application that lets you share
videos, similarly to the latest addition to the fast growing community
tools for file exchange. NetDVD Audio StreamShare is a file sharing
application that lets you share audio files.  It uses a built-in
server, and it not only searches NetDVD Audio StreamShare online user
lists, it searches all offline user lists as well. NetDVD StreamShare
Encryption is a broad range of easy-to-deploy and simple-to-manage,
security encryption configuration tool, designed to save time and
administrative headaches. NetDVD Video Player is a video sharing
application that lets you share home made DVD videos or Live video
Streams, utilizing a built-in server, allowing the DVD-ROM author to
share their content. NetDVD Audio Player is an audio sharing
application that lets you share home made audio files, utilizing a
built-in server, allowing the author to share their content. NetDVD
StreamShare Picture Viewer is ideal for professional artists and
curators enabling them to import images by the folder, edit individual
or batch settings, saving them to the web site.

During the limited operating history since inception on April 27,
2000, our activities have been limited primarily to organization,
initial capitalization, finding an appropriate operating facility in
Nevada, finding and securing an experienced management team and a
board of directors, and commencing with initial operational plans.

(3)  Industry Background and Current Status

The entertainment industry has traditionally functioned in a "hills-
and-valleys" cycle of production. The "hills" occur when films debut -
following the "valleys" that occur while films are in production.
Given such cycle, in-house operation of promotional utilities such as
Internet websites may be inefficient. This problem is aggravated by an
increasing number of new entertainment alternatives - the returns on
movie- promotion efforts are declining as people are attracted away
from movies. In this environment there is a profit potential in a)
developing more efficient means of enrolling the entertainment
consumer, b) developing new means of delivering the entertainment, and
c) developing new entertainment products.

The traditional cinema and recording industries have done very little
over the last 20 years to address the problems and challenges of the
"hills and valleys" cycle. They have relied heavily on traditional
advertising and marketing, which is increasing in cost and decreasing
in effectiveness. The industry has restructured into one with a few
giants and a wide range of smaller independent production companies.
Cinema blockbusters are great, but the industry cannot survive on
them. The lean and mean independents are where the bulk of the early
innovator/ adopters of our initial target markets are to be found. The
motion picture industry is a worldwide industry. In addition to the
production and distribution of motion pictures in the United States,
motion picture distributors generate revenues internationally. In
recent years, there has been a substantial increase in the amount of
filmed entertainment revenue generated by U.S. motion picture
distributors from foreign sources. This growth has been due to a
number of factors, including among other things, the general worldwide
acceptance of and demand for motion pictures produced in the United
States, the privatization of many foreign television industries,
growth in the number of foreign households with videocassette players,
and growth in the number of foreign theater screens. The cost of
distribution in the global market is great, and it seems that the
Internet provides a significant cost-saving opportunity in this area.

Distribution expenses consist primarily of the costs of advertising
and preparing release prints. These costs are not included in direct
production costs and, in many instances, can run as high as thirty
percent of the overall costs of a production. There is a high degree
of competition for those promotion dollars. Many of our present and
future competitors are larger and have significantly greater
financial, technical, production, marketing and other resources than
those we have. Our ability to compete successfully depends upon our
ability to identify and complete development and introduction into the
marketplace in a timely manner, of our proposed services and products,
and to enhance and improve upon such services and products. In the
event we are unable to respond to competitive developments, we would
be adversely affected.



PAGE-3-



(4)  Regulation

Distribution, reproduction, and broadcast rights to motion pictures
and related music publishing are granted legal protection under the
copyright laws of the United States and most foreign countries. These
laws provide substantial civil and criminal sanctions for unauthorized
duplication and exhibition of motion pictures. Motion pictures,
musical works, sound recordings, art work, still photography and
motion picture properties are separate works subject to copyright
under most copyright laws, including the United States Copyright Act
of 1976, as amended. Motion picture piracy is an industry-wide
problem. The Motion Picture Association of America ("MPAA"), an
industry trade association, operates a piracy hotline and investigates
all reports of such piracy. Depending upon the results of such
investigations, appropriate legal action may be brought by the owner
of the rights. Depending upon the extent of the piracy, the Federal
Bureau of Investigation may assist in these investigations and related
criminal prosecutions.

The Code and Ratings Administration of the MPAA assigns ratings
indicating age-group suitability for theatrical distribution of motion
pictures. Unrated motion pictures (or motion pictures receiving the
most restrictive rating) may not be exhibited by certain theatrical
exhibitors or in certain locales, thereby potentially reducing the
total revenues generated by such films. United States television
stations and networks, as well as foreign governments, impose
additional restrictions on the content of motion pictures, which may
restrict in whole or in part theatrical or television exhibition in
particular territories. The forgoing applies to us in the reproduction
and/ or broadcast of "stills", vignettes, and any other representation
from the subject productions. There can be no assurance that current
and future restrictions on the content of motion pictures may not
limit or adversely affect our ability to exploit certain motion
pictures in certain territories and media.

There is a new field of regulation emerging around Internet broadcast
and web originated copying. Because we would function under contract
to the holders of intellectual property rights, such regulations are
not anticipated to materially affect our activities.

(5)  Effect of Existing or Probable Government Regulations

Although we plan on obtaining all required federal and state permits,
licenses, there can be no assurance that our operations and
profitability will not be subject to more restrictive regulation or
increased taxation by federal, state, or local agencies.

(6)  Research and Development Activities

We believe we can minimize the cost to produce necessary software by
outsourcing instead of maintaining an in-house development team.
However, our goal is to implement innovative methods of utilizing the
Internet. Thus, we will always be seeking new methods, applications,
and usages of the Internet.

To date, we have not incurred any internal research and development
costs. As a result of our acquisition of Nexcode we incurred $401,589
of research and development expenditures during the three months ended
September 30, 2001. Because the only asset acquired was in process
technology for the online broadcast of video the difference between
the purchase price and the fair market value of the assets acquired
was expensed as research and development. We believe we will incur
approximately $10,000 in research and development expenses over the
next twelve (12) months. These costs are not expected to be borne by
any of our customers, of which there are none, but rather by us.

(7)  Employees

We presently have three part-time employees. Our employees are not
represented by a collective bargaining agreement, and we believe our
relations with our employees are good. All of the research and
development will be subcontracted to outside vendors and will be
coordinated by the President of the Company.

ITEM 2.  PROPERTIES

Our corporate headquarters are located at 500 North Rainbow Blvd.,
Suite 300,Las Vegas, NV 89107, telephone: (702) 221-1935. The office
space is provided by one of our officers at no cost to us. We pay for
our own telephone service.

We plan to sub-contract all of our development and research work to
other companies. Therefore, at this time, we do not believe we need
the expense burden of leasing office facilities.

We believe that this arrangement is suitable given the limited nature
of our current operations, and also believe that we will not need to
lease additional administrative offices and/ or research facilities
for the next 12 months. There are currently no proposed programs for
the renovation, improvement or development of the facilities currently
being utilized by the Company.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not subject to any legal proceedings.

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

Not applicable.



PAGE-4-



                             PART II

ITEM  5.   MARKET  FOR  REGISTRANT'S COMMON  EQUITY  AND  RELATED
STOCKHOLDER MATTERS

A.  Market information

Our common stock is currently traded on the OTCBB under the stock
ticker symbol "MEDE." The following table sets forth the monthly high
and low prices for the Company's common stock on the OTCBB(R) for each
quarter of 2001:

      Quarter Ended         High    Low

     June 29, 2001         $0.40   $0.40
     September 28, 2001    $0.45   $0.38
     December  31, 2001    $0.51   $0.51


OTCBB(R) quotations of MEDE's Common Stock reflect inter-dealer
prices, without retail mark-ups, markdowns or commissions, and may not
necessarily represent actual transactions.

B.  Holders

As  of  the date of this report, we had approximately 108 holders
of record of our common stock.

C.  Dividends

We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the
foreseeable future. We plan to retain earnings, if any, to support the
development of the Company's business and do not anticipate paying
dividends in the foreseeable future. Payment of future dividends, if
any, will be at the discretion of our Board of Directors after taking
into account various factors, including our financial condition,
operating results, current and anticipated cash needs and plans for
expansion.

D.  Recent Sales of Unregistered Securities; Use of Proceeds From
Registered Securities

On  May  3,  2000 we issued 3,250,000 shares to the  two  company
founders as follows:

  1.   Jon J. Jannotta 1,625,000 shares of $0.001 par value common
       stock in exchange for cash in the amount of $4,250.
  2.   Roger Paglia 1,625,000 shares of $0.001 par value common
       stock in exchange for cash in the amount of $4,250.

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

On November 7, 2000 we sold a total of 1,699,750 shares of our $0.001
par value common stock at $0.10 per share to outside investors
pursuant to Rule 504 of Regulation D, under the Securities Act of
1933, as amended. Of the total number of shares, all shares were
issued in exchange for cash in the amount of $169,975, net of offering
costs in the amount of $1,300. We sold all 1,699,750 shares of common
stock to approximately 84 unaffiliated shareholders, none of whom
were/are officers.

On June 1, 2001, 52,000 shares of common stock were issued to two
individuals in exchange for future services. 28,000 shares of common
stock were issued to Ted D. Campbell in exchange for a one- year
management consulting agreement, valued at $2,800. 24,000 shares of
common stock were issued to Frank Danesi, Jr. in exchange for a one-
year management consulting agreement. The management consulting
services are valued at $2,400. The value of the services is based on
prior services provided by both Ted D. Campbell and Frank Danesi, Jr.
and on the cost of similar services provided by other similar service
providers. The number of shares issued for services is based on the
value of services divided by the par value of the shares. Shares were
issued under an exemption from the registration provisions of Section
5 of the Securities Act of 1933 under Section 4 (2) of the Securities
Act of 1933, respectively.

On July 31, 2001, 1,120,000 shares of common stock were issued to
three individuals and one organization in exchange for future services
as follows:

  1. We issued 50,000 shares of common stock to Scott Bleazard in
     exchange for a one-year management consulting agreement.  The
     management consulting services are valued at $15,000.

  2. We issued 50,000 shares of common stock to Stephen Brock in
     exchange for a one-year management consulting agreement.  The
     management consulting services are valued at $15,000.
  3. We issued 50,000 shares of common stock to MCL in exchang for
     a one-year management consulting agreement.  The management
     consulting services are valued at $15,000.

  4. We  issued  50,000  shares of common stock  to  Francisco
     Delgadillo  in exchange for a one-year management consulting
     agreement.  The management consulting services are valued at
     $15,000.

The value of the services is based on prior services provided by Scott
Bleazard and on the cost of similar services provided by other similar
service providers. The number of shares issued for services is based
on the value of services divided by the par value of the shares.
Shares were issued under an exemption from the registration provisions
of Section 5 of the Securities Act of 1933 under Section 4 (2) of the
Securities Act of 1933.

In  August  2001, 400,000 shares of common stock were  issued  to
individuals in exchange for future services as follows:

  1. We issued 100,000 shares of common stock to Bernie Grossman
     in exchange for a one-year management consulting agreement.
     The management consulting services are valued at $30,000.
  2. We issued 100,000 shares of common stock to Johnny Caswell
     in exchange for a one-year management consulting agreement.
     The management consulting services are valued at $30,000.

  3. We  issued  200,000 shares of common  stock  to  Meridian
     Advisors, Inc. in exchange for a six-month management
     consulting agreement. The management consulting services
     are valued at $50,000



PAGE-5-



The value of the services is based on the cost of similar services
provided by other similar service providers. The number of shares
issued for services is based on the value of services divided by the
par value of the shares. Shares were issued under an exemption from
the registration provisions of Section 5 of the Securities Act of 1933
under Section 4 (2) of the Securities Act of 1933.

In  September 2001, 750,000 shares of common stock were issued to
individuals in exchange for future services as follows:

  1. 500,000 shares of common stock were issued to Falcon Group,
     LLC in exchange for a one-year management consulting agreement.
     The management consulting services are valued at $125,000.

  2. We  issued  50,000 shares of common stock to  Christopher
     Laurence  in  exchange for a one-year management  consulting
     agreement.  The management consulting services are valued at
     $14,222.
  3. We issued 100,000 shares of common stock to Stephen Brock in
     exchange for a one-year management consulting agreement. The
     management consulting services are valued at $28,446.

  4. The Company issued 100,000 shares of common stock to Scott
     Bleazard  in  exchange for a one-year management  consulting
     agreement.  The management consulting services are valued at
     $28,446.

The value of the services is based the cost of similar services
provided by other similar service providers. The number of shares
issued for services is based on the value of services divided by the
par value of the shares. Shares were issued under an exemption from
the registration provisions of Section 5 of the Securities Act of 1933
under Section 4 (2) of the Securities Act of 1933.

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

  1. We  issued 120,000 shares of common stock to Jeffrey Allen
     as a matter of separate inducement and agreement in
     connection with his employment with or service to us.  The
     shares are valued at $36,000.  The value of the stock is
     based on the trading price of approximately $0.30 per share
     at issuance.
  2. We issued 100,000 shares of common stock to Gary Bastien as
     a matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $30,000.  The value of the stock is based on the
     trading price of approximately $0.30 per share at issuance.

  3. We issued 250,000 shares of common stock to Jon Jannotta as
     a matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $75,000.  The value of the stock is based on the
     trading price of approximately $0.24 per share at issuance.

  4. We issued 250,000 shares of common stock to Roger Paglia as
     a matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $75,000.  The value of the stock is based on the
     trading price of approximately $0.24 per share at issuance.
  5. We issued 200,000 shares of common stock to Benedict Paglia
     as a matter of separate inducement and agreement in
     connection with his employment with or service to us.  The
     shares are valued at $60,000.  The value of the stock is
     based on the trading price of approximately $0.30 per share
     at issuance.

All shares were issued under an exemption from the registration
provisions of Section 5 of the Securities Act of 1933 under Section 4
(2) of the Securities Act of 1933, respectively.

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

  1. We issued 250,000 shares of common stock to Roger Paglia as
     a matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $150,000.  The value of the stock is based on the
     trading price of approximately $0.60 per share at issuance.

  2. We issued 250,000 shares of common stock to Jon Janotta as
     a matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $150,000.  The value of the stock is based on the
     trading price of approximately $0.60 per share at issuance.
  3. We issued 5,000 shares of common stock to Randy Sain as a
     matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $3,000.  The value of the stock is based on the
     trading price of approximately $0.60 per share at issuance.



PAGE-6-



  4. We issued 5,000 shares of common stock to Nate Hasper as a
     matter of separate inducement and agreement in connection
     with his employment with or service to us.  The shares are
     valued at $3,000.  The value of the stock is based on the
     trading price of approximately $0.60 per share at issuance.

  5. We issued 50,000 shares of common stock to Brian Fitzgerald
     as a matter of separate inducement and agreement in
     connection with his employment with or service to us. The
     shares are valued at $17,500.  The value of the stock is
     based on the trading price of approximately $0.35 per share
     at issuance.

The above listed shares were issued under an exemption from the
registration provisions of Section 5 of the Securities Act of 1933
under Section 4 (2) of the Securities Act of 1933.

On December 20, 2001, 50,000 shares of common stock were issued to an
individual as part of our 2001 Stock Option and Incentive Plan to
Bernie Grossman as a matter of separate inducement and agreement in
connection with his employment with or service to us. The shares are
valued at $21,000. The value of the stock is based on the trading
price of approximately $0.42 per share at issuance. Shares were issued
under an exemption from the registration provisions of Section 5 of
the Securities Act of 1933 under Section 4 (2) of the Securities Act
of 1933.

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

  1.   Nana Valley, Chief Executive Officer, 400,000 shares

  2.   Ceasar Collazo, Chief Technology Officer, 400,000 shares

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

We issued 50,000 shares of restricted common stock to Christopher
Laurance in exchange for a one-year consulting agreement to provide
future services. The services are valued at $14,222. The value of the
services is based on the cost of similar services provided by other
similar service providers. The number of shares issued for services is
based on the value of services divided by the par value of the shares.
Shares were issued under an exemption from the representation of
provisions of Section 5 of the Securities Act of 1933 under Section 4
(2) of the Securities Act of 1933.

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

                   FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-KSB that are not
historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates," "projects,"
"plans," "believes," "expects," "anticipates," "intends," or the
negative or other variations, or by discussions of strategy that
involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained
in this Form 10-KSB, reflect our current beliefs with respect to
future events and involve known and unknown risks, uncertainties and
other factors affecting our operations, market growth, services,
products and licenses. No assurances can be given regarding the
achievement of future results, as actual results may differ materially
as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made
regarding anticipated events. Factors that may cause actual results,
our performance or achievements, or industry results, to differ
materially from those contemplated by such forward-looking statements
include without limitation:

  1.   Our  ability to maintain, attract and integrate  internal
       management, technical information and management
       information systems;

  2.   Our ability to generate customer demand for our services;

  3.   The intensity of competition; and

  4.   General economic conditions.

All written and oral forward-looking statements made in connection
with this Form 10-KSB that are attributable to us or persons acting on
our behalf are expressly qualified in their entirety by these
cautionary statements. Given the uncertainties that surround such
statements, you are cautioned not to place undue reliance on such
forward-looking statements.

Plan of Operation

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

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



PAGE-7-



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

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

Our management anticipates that we will continue to have negative cash
flows for at least the next six to nine months. We do not believe that
our current financial resources will be sufficient to sustain our
business for the period through December 31, 2002. Our ability to
continue as a going concern is dependent on our ability to obtain
additional equity and/or debt financing to fund our operations, as
well as to generating revenues from sales of our products and
services. In the event we are unable to generate sufficient
sustainable revenues to meet our financial obligations, we will have
to cease or curtail our operations.

On July 30, 2001, we executed an asset purchase agreement with
Matthews Affiliated Productions (Matthews) whereby we were to purchase
all of the assets of Matthews in exchange for 100,000 shares of $0.001
par value common stock. However, on February 28, 2002 we agreed to
terminate and rescind, effective December 31, 2001, the asset purchase
agreement with Matthews. Since the date of acquisition, Mathews did
not have significant operating activity. In addition, the assets being
disposed are not significant to our total assets and as a result,
proforma information regarding such disposal is not being presented.






PAGE-8-



ITEM 7.  FINANCIAL STATEMENTS














                MEDIA AND ENTERTAINMENT.COM, INC.

                  (A DEVELOPMENT STAGE COMPANY)

                  AUDITED FINANCIAL STATEMENTS

                    DECEMBER 31, 2001 & 2000













PAGE-9-




                            CONTENTS


INDEPENDENT AUDITOR'S REPORT


FINANCIAL STATEMENTS:

Balance Sheets                                                  1

Statement of Operations and Accumulated Deficit                 2

Statement of Changes in  Stockholders' Equity                   3

Statement of Cash Flows                                         4

NOTES TO FINANCIAL STATEMENTS:                               5-16









PAGE-10-




                  INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Media And
Entertainment.Com, Inc. (A Development Stage Company) as of December
31, 2001 and December 31, 2000 and the related statements of
operations and accumulated deficit, changes in stockholders' equity,
and cash flows for the periods ended December 31, 2001 and December
31, 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 audit.

We conducted our audit in accordance with generally accepted auditing
standards 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 audit
provides a reasonable basis for our opinion.

In our opinion, the December 31, 2001 and December 31, 2000 financial
statements referred to above present fairly, in all material respects,
the financial position of Media And Entertainment.Com, Inc. (a
development stage company) as of December 31, 2001 and December 31,
2000, and the result of its operations and its cash flows for the
periods ended December 31, 2001 and December 31, 2000, in accordance
with generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As disclosed in Note 6 to
these financial statements, the Company has had limited operations and
has not established a long-term source of revenue. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regards to this issue is also described in Note
6. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



                              Chavez & Koch, CPA's, Ltd.

April 15, 2002
Henderson, Nevada



PAGE-11-



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)

                         BALANCE SHEETS
                AS OF DECEMBER 31, 2001 AND 2000

                                           2001    2000
                         ASSETS

CURRENT ASSETS:
Cash                                        $597     $93,938

Deposits                                     710           -
Total current assets                       1,307      93,938

FIXED ASSETS:
Equipment                                  9,555           -
Accumulated depreciation                    (899)          -
Total fixed assets                         8,656           -

OTHER ASSETS:
Loan receivable - related party           40,000           -
Total assets                              40,000           -

TOTAL ASSETS                             $49,963      93,938

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                          $7,838     $10,000

Loan payable - officer, director &       147,711           -
shareholder
Total current liabilities                155,549      10,000

Stockholders' equity
Preferred stock, $0.001 par value
5,000,000 authorized, zero
shares issued and outstanding at 12-31-
01 and 12-31-00,
respectively                                   -           -
Common stock, $0.001 par value
20,000,000 authorized,
9,536,750 and 4,949,750 shares issued
and outstanding at
12-31-01 and 12-31-00, respectively       $9,537       4,950
Additional paid in capital             1,552,727     173,525

Deferred compensation                   (740,720)          -

(Deficit) accumulated during            (927,130)    (94,537)
development stage
Total stockholders' equity              (105,586)     83,938


TOTAL LIABILITIES AND STOCKHOLDERS'      $49,963     $93,938
EQUITY





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



PAGE-12-F1



                MEDIA AND ENTERTAINMENT.COM, INC.
          STATEMENT OF OPERATIONS AND ACCUMLATED DEFICT
                AS OF DECEMBER 31, 2001 AND 2000


                                   2001          2000

REVENUE:                               $-          $-
Cost of goods sold                      -           -
Gross profit                            -           -

EXPENSES:
General and administrative      (334,428)    (94,537)
expenses
General and administrative       (85,637)           -
expenses-related par
Research and development        (406,000)           -
expenses
Depreciation                        (899)           -
Total expenses                  (826,964)    (94,537)

Income (loss) from operations   (826,964)    (94,537)

OTHER INCOME (EXPENSE):
Interest expense                  (4,329)           -
Total other income                (4,329)           -

Net income (loss)               (831,293)    (94,537)

Weighted average number of      6,908,000   4,949,750
shares outstanding

Net income (loss) per share       $(0.12)     $(0.02)







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



PAGE-13-F2



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     AS OF DECEMBER 31, 2001


                    Common Stock      Add'l   Deferred  Income     Total
                                      Paid    Compensa  /(Loss) Stockholders'
                                       in     tion     Accumula    Equity
                                      Capital            ted
                   Shares      Value

Issued for cash
August 31, 2000   3,250,000  $3,250  $5,250       $-        $-     $8,500


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

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

Balance at        4,949,750   4,950 173,525        -   (94,537)    83,938
December 31,
2000

Issued for services  52,000      52   5,148   (5,200)        -          -
June 1, 2001

June 7, 2001        455,000     455 129,220  (129,675)       -          -

July 31, 2001       200,000     200  59,800   (60,000)       -          -

August 1, 2001      100,000     100  29,900   (30,000)       -          -

August 8, 2001      100,000     100  29,900   (30,000)       -          -

August 20, 2001    500,000      500 124,500  (125,000)       -          -

August 23, 2001    200,000      200  49,800   (50,000)       -          -

September 5,        50,000       50  14,172   (14,222)       -          -
2001
September 11,      200,000      200  56,692   (56,892)       -          -
2001
October 15, 2001    50,000       50  17,450   (17,500)       -          -

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


Issued for stock   920,000      920 275,080  (276,000)       -          -
awards July 31,
2001

Nexcode          1,200,000    1,200 404,800         -        -    406,000
acquisition
August 6, 2001

Issued for stock   500,000      500 154,500  (155,000)       -          -
awards October 5,
2001

Issued for stock    10,000       10   5,990    (6,000)       -          -
awards October 25,
2001

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

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

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





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



PAGE-14-F3



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    STATEMENTS OF CASH FLOWS
                AS OF DECEMBER 31, 2001 AND 2000


                                   2001       2000

CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss)                       $(831,263)  $(94,537)

Depreciation                           899          -
Adjustments to reconcile net
(loss) to net cash
       (used) by operations:
Stock based compensation           235,769    173,525
Nexcode acquisition                406,000          -
(Increase) in deposits               (710)          -
Increase (Decrease) in accounts    (2,162)     10,000
payable
Net cash (used) by operating     (191,497)     88,988
activities

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets           (9,555)          -
Loans to related party            (40,000)
Net cash used by investing        (49,555)          -
activities

CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock                 -      4,950
Loans from shareholders            147,711          -
Net cash provided by financing     147,711      4,950
activities

NET INCREASE (DECREASE) IN CASH   (93,341)     93,938

CASH, BEGINNING OF PERIOD           93,938          -

CASH, END OF PERIOD                   $597    $93,938

SUPPLEMENTARY INFORMATION:
Interest Paid                     $(4,329)         $-
Income taxes paid                       $-         $-






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



PAGE-15-F4



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2001

NOTE 1-ORGANIZATION AND PURPOSE

     Media  and  Entertainment.com,  Inc.  (A  Development  Stage
     Company)  was incorporated in the State of Nevada  on  April
     27,  2000.   The Company has been organized for the  primary
     purpose  of offering full spectrum media advertising,  media
     management,   communications   technologies,   and   related
     services to the entertainment industry.  Target markets will
     primarily  consist of those companies in the motion  picture
     distribution  segment.  Additionally, the Company's  service
     system  is  designed  to  improve the  efficiency  and  cost
     effectiveness  of  advertising,  promoting,  marketing,  and
     ultimately delivering cinematic, video, audio, and published
     works for the business and consumer segments.

     The  Company  has  had no revenue generating  operations  to
     date, and therefore, in accordance to Statement on Financial
     Accounting  Standards  No. 7, the Company  is  considered  a
     development  stage  company.   Accordingly,  some   of   the
     Company's  accounting policies and procedures have  not  yet
     been established.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

     The  Company's policy is to prepare its financial statements
     on  the accrual basis of accounting.  The fiscal year end is
     December 31.

     Cash and Cash Equivalents

     Cash  equivalents consist of highly liquid investments  with
     maturities of three months or less when purchased.

     Summary of Non-Cash Transactions

     There  were  non-cash transactions, which are  discussed  in
     detail in Note 3.

     Use of Estimates

     The  preparation of financial statements in conformity  with
     generally accepted accounting principles requires management
     to  make  estimates and assumptions that affect the reported
     amounts  of  assets  and  liabilities  and  disclosures   of
     contingent  assets  and  liabilities  at  the  date  of  the
     financial statements and the reported amounts of revenue and
     expense  during the reported period.  Actual  results  could
     differ from those estimates.

     Earnings Per Share Calculations

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



PAGE-16-F5



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Fixed Assets

     Fixed assets are stated at cost.  Expenditures that
     materially increase the life of the assets are capitalized.
     Ordinary maintenance and repairs are charged to expense as
     incurred.  When assets are sold or otherwise disposed of,
     the cost and the related accumulated depreciation and
     amortization are removed from the accounts and any resulting
     gain or loss is recognized at that time.  Depreciation is
     computed primarily on the straight-line method for financial
     statement purposes over the following estimated useful
     lives:

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

     Income Taxes

     Income  taxes are generally provided for the tax effects  of
     transactions  reported  in  the  financial  statements   and
     consist  of taxes currently due plus deferred taxes  related
     primarily  to differences between the basis of fixed  assets
     for  financial and income tax reporting. The Company has  no
     deferred tax assets and liabilities representing the  future
     tax   return  consequences  of  those  differences   because
     currently  the  Company  has  no material  temporary  timing
     differences  that  give  rise  to  these  tax   assets   and
     liabilities.   Currently there are no federal  income  taxes
     due.

     Advertising

     Advertising costs are to be expensed when incurred.  For the
     period  ending  December  31, 2001,  the  president  of  the
     Company  provided  advertising services  in  the  amount  of
     $1,000.   Total  advertising for the periods ended  December
     31,  2001  and  December 31, 2000 were  $4,271  and  $5,000,
     respectively.

     Revenue Recognition

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

NOTE 3 - GOING CONCERN

     These  financial statements have been prepared in accordance
     with generally accepted accounting principles applicable  to
     a  going  concern,  which contemplates  the  realization  of
     assets  and  the satisfaction of liabilities and commitments
     in  the normal course of business.  As of December 31, 2001,
     the  Company  had  recognized no revenue  to  date  and  had
     accumulated operating losses of approximately $927,130 since
     inception.   The Company's ability to continue  as  a  going
     concern  is  contingent  upon the successful  completion  of
     additional financing



PAGE-17-F6



                 MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 3 - GOING CONCERN (CONTINUED)

     arrangements  and  its  ability  to  achieve  and   maintain
     profitable  operations.  Management plans  to  raise  equity
     capital to finance the operating and capital requirements of
     the  Company.   Amounts  raised will  be  used  for  further
     development of the Company's products, to provide  financing
     for  marketing and promotion, to secure additional  property
     and  equipment,  and  for  other working  capital  purposes.
     While  the Company is expending its best efforts to  achieve
     the  above  plans,  there  is no  assurance  that  any  such
     activity  will  generate funds that will  be  available  for
     operations.

NOTE 4 - STOCKHOLDERS' EQUITY

     A  chronological  history  of  Stockholders'  Equity  is  as
     follows:

     April  27,  2000 - The Company incorporated in Nevada.   The
     Company  is  authorized to issue 20,000,000  shares  of  its
     $0.001  par value common stock and 5,000,000 shares  of  its
     $0.001 par value preferred stock.

     May 3, 2000 - The Company issued 3,250,000 shares to the two
     company founders as follows:

          The  Company issued to Jon J. Jannotta 1,625,000 shares
          of  $0.001 par value common stock in exchange for  cash
          in the amount of $4,250.  Of the total amount received,
          $1,625  is  considered  common  stock  and  $2,625   is
          considered additional paid-in capital.

          The Company issued to Roger Paglia 1,625,000 shares  of
          $0.001  par value common stock in exchange for cash  in
          the  amount  of $4,250.  Of the total amount  received,
          $1,625  is  considered  common  stock  and  $2,625   is
          considered additional-paid-in-capital.

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

     November  7, 2000 - The Company closed its offering pursuant
     to Rule 504, Regulation D, under the Securities Act of 1933,
     as  amended, whereby it sold a total of 1,699,750 shares  of
     its  $0.001  par value common stock at $0.10  per  share  to
     outside  investors.   Of  the total number  of  shares,  all
     shares  were  issued in exchange for cash in the  amount  of
     $169,975, net of offering costs in the amount of $1,300.  Of
     the  total  cash  received, $1,700 is the  stated  value  of
     common  stock and $169,575 is considered additional  paid-in
     capital.   The  Company  sold all 1,699,750  shares  of  its
     common  stock to approximately 84 unaffiliated shareholders,
     none of whom were/are officers or directors.

     On  June 7, 2001, 455,000 shares of common stock were issued
     to  two  individuals  in  exchange for  future  services  as
     follows:

          The  Company issued 245,000 shares of common  stock  to
          Scott  Bleazard  in exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $69,825.  Of the total received,
          $245 is the stated value of common stock and $69,580 is
          considered  additional paid-in capital.  The  value  of
          the services is based



PAGE-18-F7



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          on prior services provided by Scott Bleazard and on the
          cost  of  similar  services provided by  other  similar
          service  providers.  The number of  shares  issued  for
          services  is based on the value of services divided  by
          the  par value of the shares.  Shares were issued under
          an exemption from the registration provisions of
          Section 5 of the Securities Act of 1933, pursuant to
          Section  4  (2)  of  the Securities Act  of  1933,  and
          registered  on  a registration statement  on  Form  S-8
          under the Securities Act of 1933.

          The  Company issued 210,000 shares of common  stock  to
          Stephen  Brock  in  exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $59,850.  Of the total received,
          $210   is  considered  common  stock  and  $59,640   is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Stephen  Brock  and  on the cost  of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under Section 4 (2) of  the
          Securities   Act   of  1933,  and   registered   on   a
          registration statement on Form S-8 under the Securities
          Act of 1933.

     Deferred Compensation

     On  June 1, 2001, 52,000 shares of common stock were  issued
     to  two  individuals  in  exchange for  future  services  as
     follows:

          The Company issued 28,000 shares of common stock to Ted
          D.  Campbell  in  exchange for  a  one-year  management
          consulting   agreement.    The  management   consulting
          services  are valued at $2,800.  Of the total received,
          $28  is the stated value of common stock and $2,772  is
          considered  additional paid-in capital.  The  value  of
          the services is based on prior services provided by Ted
          D.  Campbell  and  on  the  cost  of  similar  services
          provided  by  other  similar  service  providers. The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the  Securities
          Act   of  1933,  pursuant  to  Section  4  (2)  of  the
          Securities Act of 1933.

          The  Company  issued 24,000 shares of common  stock  to
          Frank Danesi, Jr. in exchange for a one-year management
          consulting   agreement.    The  management   consulting
          services  are valued at $2,400.  Of the total received,
          $24  is the stated value of common stock and $2,376  is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Frank  Danesi, Jr. and on the cost of similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the  Securities
          Act   of  1933,  pursuant  to  Section  4  (2)  of  the
          Securities Act of 1933.



PAGE-19-F8



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     On  June 7, 2001, 455,000 shares of common stock were issued
     to  two  individuals  in  exchange for  future  services  as
     follows:

          The  Company issued 245,000 shares of common  stock  to
          Scott  Bleazard  in exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $69,825.  Of the total received,
          $245   is  considered  common  stock  and  $69,580   is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Scott  Bleazard  and  on the cost of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration process of Section 5 of the Securities Act
          of  1933,  pursuant to Section 4 (2) of the  Securities
          Act of 1933.

          The  Company issued 210,000 shares of common  stock  to
          Stephen  Brock  in  exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $59,850.  Of the total received,
          $210   is  considered  common  stock  and  $59,640   is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Stephen  Brock  and  on the cost  of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under Section 4 (2) of  the
          Securities   Act   of  1933,  and   registered   on   a
          registration statement on Form S-8 under the Securities
          Act of 1933.

     On July 31, 2001, 200,000 shares of common stock were issued
     to  three  individuals and one organization in exchange  for
     future services as follows:

          The  Company  issued 50,000 shares of common  stock  to
          Scott  Bleazard  in exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $15,000.  Of the total received,
          $50 is the stated value of common stock and $14,950  is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Scott  Bleazard  and  on the cost of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the  Securities
          Act of 1933 pursuant to Section 4 (2) of the Securities
          Act of 1933.

          The  Company  issued 50,000 shares of common  stock to
          Stephen  Brock  in  exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $15,000.  Of the total received,
          $50 is the stated value of common stock and $14,950  is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Stephen  Brock  and  on the cost  of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were



PAGE-20-F9



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          issued   under   an  exemption  from  the  registration
          provisions of Section 5 of the Securities Act  of  1933
          pursuant  to  Section 4 (2) of the  Securities  Act  of
          1933.

          The Company issued 50,000 shares of common stock to MCL
          in   exchange  for  a  one-year  management  consulting
          agreement.   The  management  consulting  services  are
          valued  at $15,000.  Of the total received, $50 is  the
          stated  value of common stock and $14,950 is considered
          additional paid-in capital.  The value of the  services
          is  based on prior services provided by MCL and on  the
          cost  of  similar  services provided by  other  similar
          service  providers.  The number of  shares  issued  for
          services  is based on the value of services divided  by
          the  par value of the shares.  Shares were issued under
          an   exemption  from  the  registration  provisions  of
          Section  5  of the Securities Act of 1933  pursuant  to
          Section 4 (2) of the Securities Act of 1933.

          The  Company  issued 50,000 shares of common  stock  to
          Francisco   Delgadillo  in  exchange  for  a   one-year
          management   consulting  agreement.    The   management
          consulting  services are valued  at  $15,000.   Of  the
          total received, $50 is the stated value of common stock
          and  $14,950 is considered additional paid-in  capital.
          The  value  of the services is based on prior  services
          provided by Francisco Delgadillo and on the cost of
          similar  services  provided by  other  similar  service
          providers.  The number of shares issued for services is
          based on the value of services divided by the par value
          of  the  shares.  Shares were issued under an exemption
          from the registration provisions of
          Section  5  of the Securities Act of 1933  pursuant  to
          Section 4 (2) of the Securities Act of 1933.

     In  August 2001, 400,000 shares of common stock were  issued
     to  two  individuals and one organization  in  exchange  for
     future services as follows:

          The  Company issued 100,000 shares of common  stock  to
          Bernie  Grossman in exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $30,000.  Of the total received,
          $100 is the stated value of common stock and $29,900 is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Bernie  Grossman  and on the cost of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the  Securities
          Act of 1933 pursuant to Section 4 (2) of the Securities
          Act of 1933.

          The  Company issued 100,000 shares of common  stock  to
          Johnny  Caswell  in exchange for a one-year  management
          consulting   agreement.    The  management   consulting
          services are valued at $30,000.  Of the total received,
          $100 is the stated value of common stock and $29,900 is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Johnny  Caswell  and  on the cost of  similar  services
          provided  by  other  similar  service  providers.   The
          number of shares



PAGE-21-F10



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          issued for services is based on the value of services
          divided by the par value of the shares.  Shares were
          issued under an exemption from the registration
          provisions of Section 5 of the Securities Act of 1933
          pursuant to Section 4 (2) of the Securities Act of
          1933.

          The Company issued 200,000 shares of common stock to
          Meridian Advisors, Inc. in exchange for a six-month
          management consulting agreement.  The management
          consulting services are valued at $50,000.  Of the
          total received, $200 is the stated value of common
          stock and $49,800 is considered additional paid-in
          capital.  The value of the services is based on prior
          services provided by Meridian Advisors, Inc. and on the
          cost of similar services provided by other similar
          service providers.  The number of shares issued for
          services is based on the value of services divided by
          the par value of the shares.  Shares were issued under
          an exemption from the registration provisions of
          Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the Securities Act of 1933.

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

          The Company issued 500,000 shares of common stock to
          Falcon Financial Group, LLC in exchange for a one-year
          management consulting agreement.  The management
          consulting services are valued at $125,000.  Of the
          total received, $500 is the stated value of common
          stock and $124,500 is considered additional paid-in
          capital.  The value of the services is based on prior
          services provided by Falcon Group, LLC. and on the cost
          of similar services provided by other similar service
          providers.  The number of shares issued for services is
          based on the value of services divided by the par value
          of the shares.  Shares were issued under an exemption
          from the registration provisions of Section 5 of the
          Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The Company issued 50,000 shares of common stock to
          Christopher Laurence in exchange for a one-year
          management consulting agreement.  The management
          consulting services are valued at $14,222.  Of the
          total received, $50 is the stated value of common stock
          and $14,172 is considered additional paid-in capital.
          The value of the services is based on prior services
          provided by Christopher Laurence and on the cost of
          similar services provided by other similar service
          providers.  The number of shares issued for services is
          based on the value of services divided by the par value
          of the shares.  Shares were issued under an exemption
          from the registration provisions of Section 5 of the
          Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The Company issued 100,000 shares of common stock to
          Stephen Brock in exchange for a one-year management
          consulting agreement.  The management consulting
          services are valued at $28,446.  Of the total received,
          $100 is the stated value of common stock



PAGE-22-F11



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          and  $28,346 is considered additional paid-in  capital.
          The  value  of the services is based on prior  services
          provided  by Stephen Brock and on the cost  of  similar
          services  provided by other similar service  providers.
          The  number of shares issued for services is  based  on
          the  value of services divided by the par value of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act
          of 1933.

          The  Company issued 100,000 shares of common  stock  to
          Scott  Bleazard  in exchange for a one-year management
          consulting   agreement.    The  management   consulting
          services are valued at $28,446.  Of the total received,
          $100 is the stated value of common stock and $28,346 is
          considered  additional paid-in capital.  The  value  of
          the  services  is based on prior services  provided  by
          Scott  Bleazard  and  on the cost of  similar  services
          provided  by  other  similar  service  providers.   The
          number  of shares issued for services is based  on  the
          value  of  services divided by the  par  value  of  the
          shares.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities Act
          of 1933 pursuant to Section 4 (2) of the Securities Act
          of 1933.

     Stock Based Award Agreements

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

          The  Company issued 120,000 shares of common  stock  to
          Jeffrey  Allen  as a matter of separate inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares are valued at
          $36,000.  Of the total received, $120 is the stated
          value of common stock and  $35,800  is considered
          additional paid-in capital.  The value of the stock is
          based on the trading price of approximately $0.30 per
          share at issuance.  Shares were issued under an
          exemption  from  the  registration provisions of
          Section 5 of the Securities Act of 1933 pursuant to
          Section 4 (2) of the  Securities  Act of 1933.

          The  Company issued 100,000 shares of common  stock  to
          Gary  Bastien  as a matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $30,000.   Of  the total received, $100 is  the  stated
          value   of  common  stock  and  $29,900  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.30  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.

          The  Company issued 250,000 shares of common  stock  to
          Jon  Jannotta  as a matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $75,000.   Of  the total received, $250 is  the  stated
          value   of  common  stock  and  $74,750  is  considered
          additional paid-in



PAGE-23-F12



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          capital.   The  value  of the stock  is  based  on  the
          trading  price  of  approximately $0.30  per  share  at
          issuance.   Shares were issued under an exemption  from
          the   registration  provisions  of  Section  5  of  the
          Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The  Company issued 250,000 shares of common  stock  to
          Roger  Paglia  as a matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $75,000.   Of  the total received, $250 is  the  stated
          value   of  common  stock  and  $74,750  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.30  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.

          The  Company issued 200,000 shares of common  stock  to
          Benedict Paglia as a matter of separate inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $60,000.   Of  the total received, $200 is  the stated
          value   of  common  stock  and  $59,800  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.30  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.

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

          The  Company issued 250,000 shares of common  stock  to
          Roger  Paglia  as a matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $150,000.   Of the total received, $250 is  the  stated
          value  of  common  stock  and  $149,750  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.31  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.

          The  Company issued 250,000 shares of common  stock  to
          Jon  Janotta  as  a matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $150,000.   Of the total received, $250 is  the  stated
          value  of  common  stock  and  $149,750  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.31  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.



PAGE-24-F13



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The  Company  issued 5,000 shares of  common  stock  to
          Randy  Sain  as  a  matter of separate  inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $3,000.  Of the total received, $5 is the stated  value
          of  common  stock  and $2,995 is considered  additional
          paid-in  capital.  The value of the stock is  based  on
          the  trading price of approximately $0.60 per share  at
          issuance.   Shares were issued under an exemption  from
          the   registration  provisions  of  Section  5  of  the
          Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

          The Company issued 5,000 shares of common stock to Nate
          Hasper as a matter of separate inducement and agreement
          in  connection with his employment with or  service  to
          the  Company.  The shares are valued at $3,000.  Of the
          total  received, $5 is the stated value of common stock
          and  $2,995  is considered additional paid-in  capital.
          The value of the stock is based on the trading price of
          approximately $0.60 per share at issuance.  Shares were
          issued   under   an  exemption  from  the  registration
          provisions of Section 5 of the Securities Act  of  1933
          pursuant  to  Section 4 (2) of the  Securities  Act  of
          1933.

          The  Company  issued 50,000 shares of common  stock  to
          Brian Fitzgerald as a matter of separate inducement and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $17,500.   Of  the total received, $50  is  the  stated
          value   of  common  stock  and  $17,450  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.35  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.

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

          The  Company  issued 50,000 shares of common  stock to
          Bernie Grossman as a matter of separate inducement  and
          agreement  in  connection with his employment  with  or
          service  to  the  Company.  The shares  are  valued  at
          $21,000.   Of  the total received, $50  is  the  stated
          value   of  common  stock  and  $20,950  is  considered
          additional paid-in capital.  The value of the stock  is
          based  on the trading price of approximately $0.42  per
          share  at  issuance.   Shares  were  issued  under   an
          exemption from the registration provisions of Section 5
          of the Securities Act of 1933 pursuant to Section 4 (2)
          of the Securities Act of 1933.



PAGE-25-F14



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     Acquisitions

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

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

          The  Company issued 50,000 shares of restricted  common
          stock  to Christopher Laurance in exchange for  a  one-
          year  consulting agreement to provide future  services.
          The  services  are  valued at $14,222.   Of  the  total
          received,  $50 is the stated value of common stock  and
          $14,172 is considered additional paid-in capital.   The
          value  of  the  services  is based  on  prior  services
          provided  by  Christopher Laurance and on the  cost  of
          similar  services  provided by  other  similar  service
          providers.  The number of shares issued for services is
          based on the value of services divided by the par value
          of  the  shares.  Shares were issued under an exemption
          from  the  registration provisions of  Section  5  of the
          Securities Act of 1933 pursuant to Section 4 (2) of the
          Securities Act of 1933.

NOTE 5- RELATED PARTY TRANSACTIONS

     The   president   of   the  company  received   $85,637   in
     compensation for services rendered for the nine months ended
     December 31, 2001 detailed as follows:

Expense          Amount
Advertising      $ 1,000

Administration   $ 8,562

Architect        $12,000

Professional
fees             $42,075

Web design       $22,000

     The  officers and directors of the Company are  involved  in
     other  business  activities and may, in the  future,  become
     involved  in  other business opportunities.  If  a  specific
     business opportunity becomes available, such person may face
     a  conflict in selecting between the Company and their other
     business interests.  The Company has not formulated a policy
     for the resolution of such conflicts.



PAGE-26-F15



                MEDIA AND ENTERTAINMENT.COM, INC.
                  (A DEVELOPMENT STAGE COMPANY)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     AS OF DECEMBER 31, 2001

NOTE 6 - MATERIAL CONTRACTS/AGREEMENTS

     On  July  30,  2001, the Company executed an asset  purchase
     agreement  with  Matthews Affiliated Productions  (Matthews)
     whereby  the Company purchased all of the assets of Matthews
     in  exchange  for 100,000 shares of $0.001 par value  common
     stock.   In  addition the Company entered into an employment
     agreement with the current president of Matthews that was to
     include  a  base salary of $60,000 and stock  options  based
     upon  the performance of Matthews with a maximum of  100,000
     shares of $0.001 par value common stock.

     On  February  28, 2002 the Company agreed to  terminate  and
     rescind,  effective as of December 31, 2001,  the  July  30,
     2001,  asset  purchase agreement with Matthews.   Since  the
     date  of  acquisition,  Mathews  did  not  have  significant
     operating activity.  In addition, the assets being  disposed
     are  not significant to the total assets of the Company  and
     as  a result proforma information regarding such disposal is
     not  being  presented.  The effects of the  termination  are
     presented as of the effective date of the termination and in
     the  Company's financial statements as of and for  the  year
     ended December 31, 2001.

     On  August 16, 2001, the Company executed an asset  purchase
     agreement  with Nexcode, Inc. whereby the Company  purchased
     all  of  the  assets  of Nexcode in exchange  for  1,200,000
     shares of $0.001 par value common stock of the Company.  The
     only asset acquired was in process technology for the online
     broadcast of video.  The 1,200,000 shares of common stock of
     the  Company  were  issued  to the current  shareholders  of
     Nexcode  on  a  pro-rata basis.  The  Company  entered  into
     employment  agreements  with  each  of  the  three   current
     officers and directors  of  Nexcode that will include a  base
     salary  of  $78,000  plus bonuses and  stock options.  Stock
     options  will be granted based upon the performance of the
     Company with  a  minimum of  100,000  shares  and a maximum
     of  1,000,000  shares  of $0.001  par  value  common stock
     of  the  Company.   As  of December  31, 2001, the Company
     has paid $40,000 to  Nexcode for  the  purpose of developing
     the assets of Nexcode.   The Company is engaged in efforts to
     raise a minimum of $250,000 of  capital to set up a new
     infrastructure for and to launch and roll out products related
     to the assets.







PAGE-27-F16



                            PART III

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

The board of directors elects our executive officers annually. A
majority vote of the directors who are in office is required to fill
vacancies. Each director shall be elected for the term of one year,
and until his successor is elected and qualified, or until his earlier
resignation or removal. Our directors and executive officer are as
follows:

    Name       Age        Position

Roger Paglia   48     President,
                      Treasurer  and
                      Director
Jon Jannotta   53     Executive Vice
                      President
Benedict       58     Vice President
Paglia                and Secretary

Roger Paglia, has been Chairman of the Board of Directors, CEO and
President since the Company's formation in April 2000. Mr. Paglia has
over twenty-five experience as an entertainment industry executive,
music publisher, and record producer. He holds a B.A. in Business
Administration and Accounting from UCLA. Mr. Paglia has served as
President of an international music publishing company and directed
the record production activities at Lorimar. In addition, he has
produced for other major record labels. Mr. Paglia founded PEC
Services, which specialized in motion picture film distribution, post
production services, and fulfillment services. PEC's clientele
included all of the Walt Disney Companies, including Touchstone
Pictures, Hollywood Pictures, Buena Vista Worldwide, Hollywood
Records, Buena Vista Music Publishing, Aaron Spelling Productions,
Sony/Tristar/Columbia Pictures as well as Lorimar, ABC, NBC, and
numerous independent companies. Mr. Paglia's experience is founded in
the technical and creative aspects of the entertainment industry, but
his expertise is in the marketing, logistics, and product acquisition/
development segments of the business.

Jon Jannotta has served as Executive Vice President of the Company
since April 2000. He has also been a principal and director of JON J.
JANNOTTA ARCHITECTS-PLANNERS, INC. since 1993. He has been a licensed
General Contractor in the state of California for twenty years and a
licensed Architect in the states of California and Nevada for twelve
years. Mr. Jannotta holds a Bachelor of Architecture and a Masters
Degree in Architecture and Urban Planning. Mr. Jannotta's experience
not only includes the business of architecture, but he is also
presently involved as a partner in two major shopping centers both as
an architect and as a general partner in the development. Mr. Jannotta
is also a partner in two Nevada multi-family projects in he which he
has developed the project from the initial site identification and
subsequent land acquisition, to the completed product development.

Mr. Jannotta's experience includes the practice of architecture, the
knowledge of the construction industry, and the expertise of a
developer, as well as general business administration. Mr. Jannotta
has been in business since 1974 in the Southern California area and
has done extensive work in the Las Vegas Metropolitan area since 1984.

Benedict Paglia has served as Vice President and Secretary of the
Company since its inception. He also co-founded and currently serves
as CEO of ALLIED SYSTEMS GROUP, a management, consulting, engineering,
and design firm. The Company's services include logistics, consulting,
engineering, facilities engineering, e- commerce and web site
development. ALLIED SYSTEMS GROUP developed the "Virtual Consultant"
and was the first to offer management consulting and logistics
services via the Internet. He also co- founded and is a partner in DC
Global Network (www.DCGlobalnet.com) an Internet based consultancy
offering a full line of business consulting services providing
business and operational solutions to distributors, retailers, and
manufacturers around the globe. Mr. Benedict Paglia also has an
extensive thirty five year background in the entertainment business,
including the design, development and construction and operation of
the "state of the art" live performance venues, as owner and/ or
operator of nightclubs and discos in New York and Los Angeles. He has
also performed promotion and production of live concerts featuring
headline mainstream performers, as well as artist management and
record production. Directors

Our  bylaws currently provide for a board of directors  comprised
of a minimum of one director.

Board Committees

We currently have no compensation committee or other board committee
performing equivalent functions. Currently, the member of our board of
directors participate in discussions concerning executive officer
compensation.

Legal Proceedings

No officer, director, or persons nominated for such positions,
promoter or significant employee has been involved in legal
proceedings that would be material to an evaluation of our management.

Family relationships

Roger Paglia and Benedict Paglia are brothers.



PAGE-28-



ITEM 10.  EXECUTIVE COMPENSATION

We do not have employment agreements with our executive officers. We
continue to have discussions with our attorneys to determine the
appropriate terms needed for the creation of employment agreements for
our officers. There has been no discussion with any of our officers
regarding any potential terms of these agreements, nor have such terms
been determined with any specificity. We plan to have these agreements
completed by the beginning of the next year. We have no proposal,
understanding or arrangement concerning accrued earnings to be paid in
the future. In the meanwhile, all of our executive officers have not
been drawing salaries since they were appointed to their positions
although their salaries are accrued and owing.

                    Summary Compensation Table

                     Annual              Long-Term Compensation
                  Compensation
                 --------------        --------------------------
                 --------------        --------------------------
   Name and      Yea  Sala Bon   Other Restr   Securi  LTIP   All
   Principal      r    ry   us   Annua icted    ties   Payo  Othe
   Position           ($)  ($)     l   Stock   Underl   uts    r
                                 Compe Award    ying    ($)  Comp
                                  n-   s ($)   Option         en-
                                 satio         s (#)         sati
                                 n ($)                        on
                                                              ($)

 Roger Paglia    200   0    0      0     0       0       0     0
 President and    1
   Director

 Jon Jannotta    200   0    0      0     0       0       0     0
 Executive VP     1

Benedict Paglia  200   0    0      0     0       0       0     0
    VP and        1
   Secretary

Board Compensation

Members of our board of directors do not receive cash compensation for
their services as directors, although some directors are reimbursed
for reasonable expenses incurred in attending board or committee
meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tables set forth the ownership, as of the date of this
report, of our common stock by each person known by us to be the
beneficial owner of more than 5% of our outstanding common stock, our
directors, and our executive officers and directors as a group. To the
best of our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as otherwise
noted. There are not any pending or anticipated arrangements that may
cause a change in control of our company.

          Name and Address of     Amount and
                                    Nature
 Title      Beneficial Owner    of Beneficial     Percent of
  of                                Owner          Class(1)
 Class

Common   Roger Paglia,            2,125,000          22.3%
         President and
         Director(2)
Common   Jon Jannotta,            2,125,000          22.3%
         Executive VP(2)
Common   Benedict Paglia, VP       200,000           2.1%
         and Secretary (2)
Common   All directors and        4,425,000          46.4%
         named executive
         officers as a group
         (3 persons)

Common   Scott Bleazard            640,000           6.7%
Common   Stephen Brock             570,000           6.0%

1)   Applicable  percentages are based upon 9,536,750  shares  of
common stock outstanding as of December 31, 2001.

2) The address of officers and directors in the table is c/o Media and
Entertainment.com, Inc., 500 North Rainbow Blvd, Suite 300, Las Vegas,
NV 89107.

This table is based upon information derived from our stock records.
Unless otherwise indicated in the footnotes to this table and subject
to community property laws where applicable, it believes that each of
the shareholders named in this table has sole or shared voting and
investment power with respect to the shares indicated as beneficially
owned.



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ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our president received $85,637 in compensation for services rendered
for the year ended December 31, 2001 detailed as follows:

Expense          Amount
Advertising      $ 1,000

Administration   $ 8,562

Architect        $12,000

Professional
fees             $42,075

Web design       $22,000

Our officers and directors are involved in other business activities
and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available,
such person may face a conflict in selecting between MEDE and their
other business interests. We have not formulated a policy for the
resolution of such conflicts.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

A list of exhibits required to be filed as part of this Annual Report
is set forth in the Index to Exhibits, which immediately precedes such
exhibits and is incorporated herein by reference.

(b)   Reports on Form 8-K

The  Company filed a current report on Form 8-K In October  2001,
and is incorporated herein by reference.






PAGE-30-



SIGNATURES

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

MEDIA AND ENTERTAINMENT.COM, INC.

Date:  April 15, 2002

By:  /s/ Roger Paglia
     -----------------
     Roger Paglia
     President and Director


In accordance with the requirements of the Exchange Act, this reprint
has been signed by the following persons on behalf of the registrant
in the capacities and on the dates stated:

  Date        Position                               Signature


          President and Director
          Principal Executive Officer            /s/ Roger Paglia


          Executive Vice President
          Principal Financial and
          Executive Officer                      /s/ Jon Jannotta


          Vice President and Secretary        /s/ Benedict Paglia








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                        INDEX TO EXHIBITS

Exhibit Name and/or Identification of Exhibit

Number
  3    Articles of Incorporation & By-Laws
          (a)  Articles of Incorporation of the Company.*
          (b)  By-Laws of the Company.*
  10   Material Contracts
          (a)  Office Lease Agreement*
          (b)  Matthews Asset Purchase and Adoption Agreements**
          (c)  Redemption Agreement between the Registrant and
          Matthew Moghadasian, dated February 28, 2002***
       (d)   Asset Purchase Agreement dated August 9, 2001 between the
Registrant and Nexcode, Inc.
* Incorporated by reference to the exhibits to the Company's General
Form For Registration Of Securities Of Small Business Issuers on Form
10-SB, previously filed with the Commission.

** Incorporated by reference to the exhibits to the Company's Form 8-
K, previously filed with the Commission on October 1, 2001.

*** Incorporated by reference to the exhibits to the Company's Form 8-
K previously filed with the Commission for February 28, 2002 on Form
10-QSB, for September 30, 2001.






PAGE-32-