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,
2000

     Transition report pursuant to section 13 or 15(d) of the
Securities
       Exchange Act of 1934 For the transition period
       from __________ to __________

                      MEDIA AND ENTERTAINMENT.COM, INC.
          (Exact Name Of Registrant As Specified In Its Charter)

             Nevada                          52-2236253
 ------------------------------    ------------------------------
(State or other jurisdiction of    (I.R.S.Employer Identification
                                               Number)
 incorporation or organization)



 500 NORTH RAINBOW BLVD., SUITE                 89107
              300
 ------------------------------              ----------
(Address of principal executive              (Zip code)
            offices)

Registrant's Telephone Number, Including Area Code: (702) 221-1935

Securities Registered Pursuant To Section 12(B) Of The Act: None

Securities Registered Pursuant To Section 12(G) Of The Act:

Common  stock,  $.001  par value, 20,000,000
shares  authorized,  4,949,750
issued and outstanding as of December 31, 2000.

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject  to such filing requirements for the past 90 days.

Yes X  /  No

Indicate by check mark if disclosure of delinquent filers pursuant
to  Item 405  of  Regulation S-K is not contained herein, and will not 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.



THE  FOLLOWING DISCUSSION CONTAINS, IN ADDITION TO HISTORICAL  INFORMATION,
FORWARD-LOOKING  STATEMENTS THAT INVOLVE RISKS  AND  UNCERTAINTIES.  M&E'S
ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THE RESULTS
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO  SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSEDBELOW  AND  IN ITEM 7, "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION. "

<PAGE>


                              Part I
 Item 1.Description of Business

A.     Business Development and Summary

Media   &  Entertainment  intends  to  offer  full  spectrum  media
advertising,  media  management, communications  technologies,  and
related services to the entertainment world, focusing on the motion
picture distribution segment.

B.     Business of Issuer

(1)    Principal Products and Services and Principal Markets

We  are a developmental stage company incorporated to transact  any
lawful  business.  We plan to provide a full spectrum  advertising,
media  management and communications technology service package  to
the  motion  picture industry.  Our 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-to-business  and  the
consumer  segments.  We believe that our turnkey, modular solutions
using  the latest Internet communications technologies will improve
net profits of our clientele.

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  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.

Initially, we plan to provide our services as an "invisible" behind-
the-scenes  agency.  However, ultimately we will  implement  retail
sales  and  delivery services for the promotional  motion  picture-
specific products.

One role we will play is that of a publicist.  In this role we will
be  responsible  for  the promotion and publicity  aspects  of  our
motion  picture  studio clients.  This may include  preparation  of
press  releases (written in co-operation with the "in  house"  unit
publicist),  explaining everything anyone needs to know  about  the
making  of the motion picture and the picture itself (story, stars,
etc.),  which we will distribute to important people such  as  film
critics.  We will add the Internet to the traditional broadcast and
print   media   distribution.   Additionally  we  will   distribute
publicity  stills  (photographs  taken  by  the  unit  photographer
before, during, or after the shooting of a film for the purpose  of
advertising,  publicity, and display in motion  picture  theaters),
arrange  press  conferences  and special  premiers  (which  we  can
"simulcast"  on  the  Internet),  and  give  advanced  details   to
prominent  columnists  - anything to seek the  greatest  amount  of
exposure   for  our  client's  films  and  stars.   Our   principal
coordination  will be with the head publicist of a  studio,  called
the  publicity  director. Another role we plan to  play  in  public
relations  is  to promote a film to the print or other  media.   In
this   role  the  Company  will  saturate  newspaper  and  magazine
editorial  content  and advertisements with  positive  reviews  and
snappy  quotes/catch phrases from satisfied motion picture critics.
One  of  the  many  concerns  a studio  has  while  organizing  the
marketing campaign is billing (placement and utilization of  star's
names).   All  of  the major stars have clauses in their  contracts
specifying  how and when their name should appear in  any  sort  of
advertisement,  be  it  a  preview at  the  theater,  a  television
commercial,  a poster, a print ad, a billboard, or an Internet  web
page.  We believe marketing over the Internet may be attractive  to
celebrities, as they can get a lot of attention without  having  to
get physically too close to the fans.

(2)    Distribution Methods of the Products or Services

Business Strategy Behind Distribution of Company Services &  Growth
Strategy of Company

Our  present  strategy focuses on the establishment and cultivation
of  industry  related  contacts  as potential  clientele  for  M&E.
Management has expended most of its time and energy laying down the
foundation  for the services we anticipate providing.  Likewise  we
recognize the need for additional capitalization.  Our strategy for
future growth is dependent upon securing listing on OTCBBr so  that
we  may  increase  the  likelihood of  raising  additional  capital
privately  by  offering  equity based investment  opportunities  to
potential  investors  which equity investment  is  ultimately  more
liquid.

(3)    Status of any Announced New Product or Service

M&E, while presently considering adding additional services related
to its business has not yet implemented any such services formally.

(4)    Industry Background

The Industry and Potential Effect on the Our Plan of Operation

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.

(5)    Raw Materials and Suppliers

We  plan  to provide a full spectrum advertising, media management,
and  communications  technology  package  for  the  motion  picture
production  industry  and will not use raw materials  or  have  any
significant suppliers of such.

We  do not intend to manufacture any products, but rather intend to
distribute  ancillary promotional products provided by  the  motion
picture production units (our clients).

(6)    Customers

At  least  in the first stages of operations, our target  clientele
will  include  motion picture production companies, with  whom  our
principals   have   long-term  acquaintances   and/   or   previous
relationships.   We  believe  that most motion  picture  production
companies  would  prefer  to outsource  promotion  rather  than  to
operate  an Internet-based promotion unit "in house."  The  primary
reason  for  this  is  the  sporadic and  cyclical  nature  of  the
production of motion pictures.

It should be noted the ten (10) largest advertising agencies, serve
approximately seventy five (75) percent of the entire entertainment
business  in  the  U.S.  Once a motion picture  is  in  production,
promotion  becomes the next concern of a production company.   With
limited  resources,  we believe it will take substantial  time  and
sustained effort to obtain service contracts.  This could adversely
affect our sales results.

We  plan  to  offer  a well-developed advertising,  marketing,  and
distribution  plan  to  our target market customers,  which  should
encourage  their participation with our company in a joint  venture
or  licensing  arrangement.   Our marketing  strategy  incorporates
relatively    high    pricing    with    a    focus    on     early
innovators.  Productions promoted with this technology and strategy
will   attract  magazine  and  website  publicity,  leading   early
innovators to our website (or sites).

(7)     Patents,  Trademarks,  Licenses,
Franchises,  Concessions,  Royalty Agreements, or Labor Contracts

We  plan  to  serve  the holders of intellectual  property  rights,
specifically copyrights and trademarks, and expect to  receive  the
benefits and protections of those rights as a subcontractor. Motion
pictures do not generally qualify for patents.

(8)    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   effect   our
activities.

(9)    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.

(10)   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 research and development  costs.
However, 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.

(11)   Impact of Environmental Laws

There are no environmental laws that materially impact us.

(12)   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.

A.     Description of Property

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  twenty-four  (24)  months.   There  are
currently  no proposed programs for the renovation, improvement  or
development  of  the  facilities currently being  utilized  by  the
Company.


                              Part II

Item 5.Market for Common Equity and Related Stockholder Matters

A.     Market Information

currently  traded  on  the  OTC Bulletin Board or any other  formal
or national securities exchange.   Being a  start-up company, there
is  no fiscal history to disclose.  There  is  no public market for
any of our securities at present.

(2)(i)   There   is  currently  no Common  Stock  that  is  subject
to   outstanding options  or  warrants to purchase,  or  securities
convertible  into,  M&E's common stock.

(ii)      There   are  approximately  3,250,000  shares  of  common
stock   of  M&E which  are  restricted pursuant to Rule 144 of  the
33'  Act.   These  shares cannot be sold or transferred unless done
so in accordance with Rule 144.

(iii)    There   is   currently  no   common   equity   that   i(1)
The   common   stock   of   our  Company  is  not  s  being  or  is
proposed   to be  publicly offered by the registrant, the  offering
of  which could have  a material effect on the market price of  the
issuer's common equity.

B.     Holders

As  of December 31, 2000, M&E had approximately 121 stockholders of
record.

C.     Dividend Policy

M&E       has       not       paid      any       dividends      to
date.  In  addition,  it  does  not anticipate paying dividends  in
the  immediate foreseeable future.  The board of  directors of  M&E
will review its dividend policy from time to time  to determine the
desirability  and  feasibility  of paying  dividends  after  giving
consideration  to  M&E's  earnings,  financial  condition,  capital
requirements and such other factors as the board may deem relevant.

D.     Reports to Shareholders

Media and Entertainment  intends  to  furnish its shareholders with
annual reports  containing, audited  financial statements and  such
other periodic reports as  M&E  may determine to be appropriate  or
as  may  be  required  by law.  M&E is required  to   comply   with
periodic   reporting,  proxy  solicitation  and    certain    other
requirements by the Securities Exchange Act of 1934.

E.     Transfer Agent and Registrar

The Transfer Agent for the shares of common voting stock of M&E  is
Shelley   Godfrey,   Pacific   Stock  Transfer  Company,  5844   S.
 Pecos,  Suite  D,  Las Vegas, Nevada 89120, (702)-361-3033.

Item 6.  Management's Discussion and Analysis or Plan of Operation

A.     Management's Plan of Operation

(1)     In     the     fiscal     year     ended    December    31,
2000,   M&E   incurred   an operating  net   loss  of  $94,537  for
selling, general, administrative,  and investment expenses  related
to  start-up  operations.  It has yet to receive any  positive  net
income from operations.

Management intends  to continue minimize costs until such a time in
its   discretion   it  believes  expansion   would   be    prudent.
One   element  in  making  this determination is positive cash flow
on  a quarterly basis.  If or when  M&E is  successful in achieving
this  quarterly  positive cash flow, it is  likely  that  M&E  will
consider expanding its personnel, which will increase costs.

In    April  of  2000,  two  (2)  founding  shareholders  purchased
3,250,000  shares  of  M&E's   authorized  common  stock  for  cash
totaling   $8,500.    This  original  stock   offering   was   made
pursuant   to Nevada Revised Statues Chapter 90.490.  Additionally,
in  December of  2000, M&E  completed  an  offering of one  million
and  six  hundred ninety-nine thousand and seven hundred and  fifty
(1,699,750)   shares   of   the   Common   Stock   of    M&E     to
approximately    120  affiliated  and  unaffiliated   shareholders,
which    resulted    in  $169,975  to  M&E.   This   offering   was
made in reliance upon an exemption from the registration provisions
of Section 4(2) of the Securities Act of 1933, as amended, pursuant
to  Regulation  D, Rule  504 of the Act.  As of the  date  of  this
filing,  M&E has four million and nine hundred forty-nine  thousand
and  seven  hundred fifty (4,949,750) shares  of  its   $0.001  par
value common voting stock issued and outstanding which  are held by
approximately    121    shareholders   of    record.     Management
has   determined  that the proceeds from the sale  of  all  of  the
Common Shares sold  in the public offering delineated above will be
sufficient to provide M&E's  capital needs for the next twelve (12)
months.   M&E  currently  has no arrangements  of  commitments  for
accounts  and  accounts receivable financing.   There   can  be  no
assurance  that any such financing can be obtained or, if obtained,
that it will be on reasonable terms.

M&E  has  one  current commitment in the amount of $10,000  and  no
other   long-term   debt.   The  current  liability   is   due   to
GoPublicCentral.com for consulting services related to  its  public
offerings, investor relations and miscellaneous corporate  matters.
As   of   December   31,   2000   they   have   paid   $40,000   to
GoPublicCentral.com   as  part  of  their   consulting   agreement.
Additionally,  M&E  has and may in the future invest in  short-term
investments  from  time to  time.  There can be no  assurance  that
these investments will result  in profit or loss.

As  of  December 31, 2000, M&E has yet to generate any positive net
income  from   operations.   It  has  generated  no  revenue  since
inception  and  is trying to attract clientele.  M&E believes  that
it  has  sufficient liquidity and cash reserves  for  the  next  12
months.     While    these   expectations  are   formulated   based
upon   prudent   and conservative  presumptions, there  can  be  no
assurance   that   in  fact  such projections will indeed  come  to
fruition.       M&E      does      believe      however,       that
by      positioning      itself     as    a     publicly     traded
and   listed  entity  in  this industry,  it  will  secure  a  more
optimal position  in  the  view  of  the investing public.  As such
management  believes  that  it would  be  more  likely  to  attract
additional  investors via potential private placements  should  the
need for additional capitalization present itself.  Notwithstanding
such   an   assessment,    M&E   is    not   presently   aware   of
any    specific   interest   from  potential  investors,   nor   is
management     certain     that     such     additional     private
capital     will     be     available    or    that    M&E     will
in   fact   be  successful in securing additional capital.   If  or
when       M&E       reaches      break-even       point        and
can         therefore        demonstrate        to        potential
private  investors  that  it  can generate  net  income or profits,
then  this  factor,  coupled   with  publicly  traded   and  listed
status,   will   be  utilized  to  market  M&E  as  an   attractive
investment   for  private  placement purposes.   This  strategy  is
reliant   upon M&E successfully listing on the OTC Bulletin  Board,
as management believes that  without such listing it will prove far
more  difficult  to successfully complete  even  a  modest  private
placement.   Given  profitability  and  OTCBB listing,   management
intends  on  raising an additional $300,000.00  privately  via  the
issuance of common stock, debt, or hybrid instruments as of yet not
determined.       This      capital     infusion      shall      be
used   mainly   for   aggressive  marketing  and  advertising   and
supplementing M&E's staff with one  or  two key  personnel.  If M&E
cannot    succeed    in    implementing    such     a     strategy,
then   its   prospects  for  growth are  substantially  undermined.
Without  additional  capitalization M&E's capacity  to  survive  as
a   going   concern, much  less  achieve  growth, is  significantly
constrained.     Management   is  confident  that  no   substantive
additional  capital will be needed until it is prepared  to  pursue
its aggressive marketing strategy.


(2)      No   engineering, management or similar  report  has  been
prepared   or  provided   for  external use by  M&E  in  connection
with  the  offer  of  its securities to the public.

(3)      Management believes that M&E's future growth  and  success
will   not  be   largely  dependent  on its ability to  develop  or
acquire   products   and  technology, and as  such,  M&E  does  not
believe that its future  product  or service offerings will require
substantial research and development.

M&E  has yet to incur any research and development costs from April
27,  2000  (date  of  inception) through  December  31,  2000.   In
addition,  M&E  does   not  anticipate  incurring  any  substantial
research and development costs through the fiscal and calendar year
ending December 31, 2001.

(4)        M&E     currently    does   not   expect   to   purchase
or sell any of its facilities or equipment.

(5)          Management      does      not      anticipate      any
significant   changes  in  the number of employees  over  the  next
approximately six (6) months.

(6)         M&E      has      conformed      to      the     recent
modernization   of   the   EDGAR system,  and   now   submits  some
documents  in  HTML   format  instead  of   the  traditional  ASCII
format.   As  a  result,  the  documents  appear  close  to   their
original       format,       retaining      most       of       the
original        characteristics       of        the       document.
  This   service  creates  additional  revenue  for  M&E   as   its
complexity commands higher fees.


B.     Segment Data

As  of  December  31,  2000, we have generated  no  sales  revenue.
Accordingly,  no table showing percentage breakdown of  revenue  by
business segment or product line is included.


C.     Investment Policies

Management  of  M&E  does  not  currently  have  policies  regardin
g     the   acquisition   or   sale   of   assets   primarily   for
possible     capital    gain    or   primarily      for     income.
    M&E     does     not     presently    hold    any     long-term
investments          or         interests          in          real
estate,  investments  in  real  estate mortgages  or  securities of
or   interests  in  persons  primarily   engaged   in  real  estate
activities.

Item    7. Financial Statements


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

                  INDEPENDENT AUDITOR'S REPORT


February 27, 2001

Board of Directors
Media and Entertainment.com, Inc.
Las Vegas, NV

I have audited the Balance Sheet of Media and Entertainment.com,
Inc.(the "Company") (A Development Stage Company), as of December
31, 2000, and the related Statements of Operations, Stockholders'
Equity, and Cash Flows for the period April 27, 2000 (Date of
Inception) to December 31, 2000.  These financial statements are
the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Media
and Entertainment.com, Inc., (A Development Stage Company), as of
December 31, 2000, and the results of its operations and its cash
flows  for the period from April 27, 2000 (Date of Inception)  to
December   31,   2000  in  conformity  with  generally   accepted
accounting principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in
Note 5 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern.  Management's plan in regard to these matters are
also described in Note 5.  The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.


BY: /s/ G. Brad Beckstead, CPA
G. Brad Beckstead, CPA

/F-1/
<PAGE>


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

                          Balance Sheet
                              as of
                        December 31, 2000

                               and

                      Statements of Income,
                    Stockholders' Equity, and
                           Cash Flows
                         for the period
                   April 27, 2000 (Inception)
                      To December 31, 2000



                        TABLE OF CONTENTS




                                             PAGE

Independent Auditor's Report                    1

Balance Sheet                                   2

Income Statement                                3

Statement of Stockholders'                      4
Equity

Statement of Cash Flows                         5

Footnotes                                       6-7




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

                          Balance Sheet
                        December 31, 2000




Assets

Cash                                        $  93,938
                                            ---------
          Current assets                       93,938
                                            ---------

                                            $  93,938
                                            =========


Liabilities and Stockholders' Equity

Current liabilities                         $  10,000
                                            ---------
          Current liabilities                     -0-
                                            ---------

Preferred stock, $0.001 par value,
     5,000,000 shares authorized; no
     shares issued and outstanding at             -0-
12/31/00

Common stock, $0.001 par value,
     20,000,000 shares authorized;
4,949,750
shares issued and outstanding
at 12/31/00                                     4,950


Additional paid-in capital                    173,525

Deficit accumulated during                   (94,537)
development stage                            --------

                                               83,938
                                              -------
                                            $  93,938
                                            =========


/F-2/
<PAGE>


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

                        Income Statement
                         For the period
              April 27, 2000 (Date of Inception) to
                        December 31, 2000



<PAGE>

                                            April 27,
                                               2000
                                            (Inception)
                                                to
                                             December
                                             31, 2000



Revenue                                      $     -0-

     General and administrative expenses        94,537
                                                ------

     Net loss                                        $
                                              (94,537)
                                              ========



     Weighted average number of
          common shares outstanding          4,949,750

     Net loss per share                     $      -0-
                                             =========

/F-3/
<PAGE>


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

          Statement of Changes in Stockholders' Equity
                         For the period
               April 27, 2000 (Date of Inception)
                       to December 31, 2000





                                         Deficit
                                         Accumul
                                Additio    ated     Total
                Common  Stock     nal     During   Stockho
                Shares  Amount  Paid-in  Develop    lders'
                                capital    ment     Equity
                                          Stage



April 26, 2000
Issued for      3,250,        $        $        $         $
cash               000    3,250    5,250      -0-     8,500

December 31,
2000
Issued for      1,699,    1,700  168,275            169,975
cash pursuant      750
to Rule 504
offering

Net Loss,
April 27, 2000
(inception) to
December 31,                             (94,537)   (94,537)
2000

Balance as of
December 31,    4,949,        $        $        $         $
2000               750    4,950  173,525  (94,537)    83,938



/F-4/
<PAGE>


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

                     Statement of Cash Flows
                         For the period
               April 27, 2000 (Date of Inception)
                      to December 31, 2000



          CASH FLOWS USED BY OPERATING ACTIVITIES

     Net loss                                      (94,537)

     Increase in accounts payable                    10,000
                                                     ------
     Net cash used by operating                    (84,537)
activities                                         --------


           CASH FLOWS FROM INVESTING ACTIVITIES

     Net cash used by investing                         -0-
activities                                            -----


           CASH FLOWS FROM FINANCING ACTIVITIES

     Issuance of common stock                         4,950

     Additional paid-in capital                     173,525
                                                    -------
     Net cash provided by financing                 178,475
activities

     Beginning cash                                     -0-
                                                       ----
     Ending cash                                     93,938
                                                     ------


                   NON-CASH TRANSACTIONS

     Interest expense                                   -0-
     Income taxes                                       -0-


/F-5/
<PAGE>



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


Note 1 - History and organization of the company

The Company was organized April 27, 2000 (Date of Inception) under
the laws of the State of Nevada.  The Company has no operations and
in accordance with SFAS #7, the Company is considered a development
stage company.  The Company is authorized to issue 20,000,000 shares
of $0.001 par value common stock and 5,000,000 of its $0.001 par
value common stock.

Note 2 - Summary of significant accounting policies

Accounting method
 The Company reports income and expenses on the accrual method.

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

Cash and cash equivalents
 The  Company  maintains  a  cash balance in  a  non-interest-bearing
 account  that  currently does not exceed federally  insured  limits.
 For  the purpose of the statements of cash flows, all highly  liquid
 investments  with an original maturity of three months or  less  are
 considered  to  be cash equivalents.  There are no cash  equivalents
 as of December 31, 2000.

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

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

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

Year end
 The Company has adopted December 31 as its fiscal year end.

Note 3 - Income taxes

Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes".  A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting.  Deferred tax
expenses (benefit) results from the net change during the year of
deferred tax assets and liabilities.

There is no provision for income taxes for the year ended December
31, 2000, due to the net loss and no state income tax in Nevada.

/F-6/
<PAGE>


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



Note 4 - Stockholders' Equity

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.

On May 3, 2000, the Company issued 3,250,000 shares of its $.001 par
value common stock for cash of $8,500.  Of the total, $3,250 is
considered common stock and $5,250 is considered additional paid-in
capital.

On December 31, 2000, the Company closed its Reg. D, Rule 504 of the
1933 Securities Act offering.  Pursuant to the offering, the Company
issued 1,699,750 shares of $.001 par value common stock at $.10 per
share for total cash, net of $1,300 of offering costs, of $169,975.
Of the total, $1,700 is considered common stock, and $168,275 is
considered additional paid-in capital.

There have been no other issuances of common or preferred stock.

Note 5 - Going concern

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

Note 6 - Related party transactions

The Company rents office space from JBS Executive Suites, LLC, a
company owned by one of the Company's shareholders.  Total rent for
the period ended 12/31/00 is $7,755.

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

Note 7 - Warrants and options

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

Note 8 - Commitments

The Company entered into a consulting agreement with
GoPublicCentral.com for services relating to its public offerings,
investor relations, and corporate matters for a total of $50,000.  As
of 12/31/00, the Company paid $40,000.  The remaining $10,000 is
accrued in accounts payable.

/F-7/
<PAGE>


Item    8.Changes    In    and   Disagreements   with   Accountants
on  Accounting  and
Financial Disclosure.

None.  Not Applicable

                             PART III

 Item 9.Directors, Executive Officers and Significant Employees

A.     Directors, Executive Officers and Significant Employees

The  names,  ages and positions of M&E's directors and
executive  officers
are as follows:

Name                  Age   Position

Roger Paglia          47    President, Chief Executive Officer,
                            Chief Financial Officer, Treasurer and
                            Director

John Jannotta         52    Executive Vice President

Benedict Paglia       57    Vice-President/Secretary


Our  Company is led by Mr. Roger Paglia, Chairman of the  Board  of
Directors,  CEO  and  President.  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. He has served as President and  CEO  of  several
entertainment   companies,  in  each  instance  creating   dramatic
increases in both sales and net profits.  As President and  CEO  of
Dunhill Communications he increased sales from $1.2 Million  to  10
Million dollars and created new products that increased earnings by
over 60%.

Mr. Jannotta, Executive Vice President, is a principal and director
of  JON  J.  JANNOTTA  ARCHITECTS-PLANNERS, INC.   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.

Mr.  Benedict  Paglia 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.

B.     Family Relationships

Roger Paglia and Benedict Paglia are brothers.

C.        Involvement   on   Certain  Material  Legal   Proceedings
During  the  Last Five Years

(1)      No   director, officer, significant employee or consultant
has   been convicted in a criminal proceeding, exclusive of traffic
violations.

(2)      No   director, officer, or significant employee  has  been
permanently      or       temporarily       enjoined,       barred,
suspended  or  otherwise  limited  from involvement in any type  of
business, securities or banking activities.

(3)      No  director,  officer or significant  employee  has  been
convicted    of   violating  a  federal  or  state  securities   or
commodities law.

Item 10.       Executive Compensation

A.     Remuneration of Directors and Executive Officers

(1) Remuneration of Officers

None  of our executive officers is currently drawing a salary  from
the  Company,  and  we - in order to manage our  limited  financial
resources  prudently  -  do not plan on  compensating  any  of  our
executive officers for services rendered in the foreseeable future.

There are currently have no employment agreements with our
executive officers.

(2) Compensation of Directors

There  are  no arrangements pursuant to which any of our  Directors
are  compensated.  In addition, no such arrangement is contemplated
for the foreseeable future.

Item           11.         Security          Ownership           of
Management  and  Certain  Security Holders

A.  Security Ownership of Management and Certain Beneficial Owners

The           following          table          sets          forth
information   as   of  the  date  of  this Registration   Statement
certain    information   with   respect    to    the     beneficial
ownership    of    the   Common  Stock  of  M&E  concerning   stock
ownership    by    (i)  each   director,   (ii)   each    executive
officer,  (iii)  the  directors  and officers  of  M&E as a  group,
(iv)    and    each    person    known    by     M&E     to     own
beneficially  more  than  five percent (5%) of the  Common   Stock.
  Unless  otherwise  indicated, the owners  have  sole  voting  and
investment power  with respect to their respective shares.

Title        Name and         Position   Number       Percent
Of           Address                     of shares    of
Class        of Beneficial               held by      Class
             Owner of                    owner
             Shares
------       ------------     -------    ---------    ------
Common       Roger Paglia     CEO/CFO    1,625,000    32.83%
             (1)
Common       Jon Jannotta     Exec. VP   1,625,000    32.83%
             (1)


Common       All Executive               3,250,000    65.66%
             Officers and
             Directors as a
             Group (2
             persons)

(1) c/o Media and Entertainment.com, Inc., 500 NORTH RAINBOW BLVD.,
SUITE 300, Las Vegas, NV  89107.

B.     Persons Sharing Ownership of Control of Shares

No persons other than Roger Paglia and John Jannotta owns or
shares the power to vote ten percent (10%) or more of the Company's
securities.

C.     Non-voting Securities and Principal Holders Thereof

M&E has not issued any non-voting securities.

D.     Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of
M&E.

E.     Parents of the Issuer

Under  the definition of parent, as including any person or
business entity who  controls  substantially all (more than
80%)  of  the  issuer's  common stock, M&E has no parent.

Item 12.       Certain Relationships and Related Transactions
None.

 Item 13.       Exhibits and Reports on Form 8-K

Exhibit Number    Name and/or Identification of Exhibit

23.               Consent of Experts and Counsel
                  Consents of independent public accountants


SIGNATURES

In  accordance with Section 12 of the Securities Exchange Act of
1934,  the
registrant caused this amended registration statement to be
signed  on  its
behalf by the undersigned, thereunto duly authorized.

                 MEDIA AND ENTERTAINMENT.COM, INC.
                           (Registrant)

Date:  Tuesday, April 24, 2001

By:   /s/ Roger Paglia

Roger Paglia, Chairman of the Board, President and Chief Executive
Officer

By:  /s/ Jon Jannotta

Executive Vice President, Director