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)

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.

Media   and   Entertainment.com,  Inc.   is   upcoming   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. will be a global  provider  of
software  products and services for Internet media delivery.  The
Company  is 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  the  company's
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.

The company has harnessed the latest digital streaming technology
far   more  efficient  and  effective  than  ever  before.   This
advancement allows the company 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. The company will
achieve growth through introducing its software of the NetDVD
lineup.  Through the company's current technology, it 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.

(4)  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.

(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  affect  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  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.

(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.

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.




                             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  its
$0.001  par  value  common stock at $0.10 per  share  to  outside
investors  pursuant  to  Regulation  D,  Rule  504  of  the  1933
Securities and Exchange Act, 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 and 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   and  Section  4  (2)  of  the  Securities  Act  of   1933,
respectively.

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

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 and Section 4 (2) of the Securities Act of
1933, respectively.

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  in
accordance  with  Rule  144 of the Securities  Act  of  1933  and
Section 4 (2) of the Securities Act of 1933, respectively.

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 and 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.

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

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   and  Section  4  (2)  of  the  Securities  Act  of   1933,
respectively.

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  in
accordance  with  Rule  144 of the Securities  Act  of  1933  and
Section 4 (2) of the Securities Act of 1933, respectively.

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.

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.

ITEM 7.  FINANCIAL STATEMENTS














                MEDIA AND ENTERTAINMENT.COM, INC.

                  (A DEVELOPMENT STAGE COMPANY)

                  AUDITED FINANCIAL STATEMENTS

                    DECEMBER 31, 2001 & 2000






                            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








                  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





                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.
                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.





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

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

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

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

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

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

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

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

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

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

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

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


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


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


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


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


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.
                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.
                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.
                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

                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

                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
          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.



                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
                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


                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 process 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 process 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


                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 process 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 process 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




                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.


                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.

                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

          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 process 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          Amou
                 nt
Advertising      $
                 1,00
                 0
Administration
                 8,56
                 2
Architect
                 12,0
                 00
Professional
fees             42,0
                 75
Web design
                 22,0
                 00

     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.

                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.




                            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

Our  Company  is led by 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.

Jon  Jannotta  has  served as Executive  Vice  President  of  the
Company.   He has also been 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.

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.
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.

                    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.

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          Amou
                 nt
Advertising      $
                 1,00
                 0
Administration
                 8,56
                 2
Architect
                 12,0
                 00
Professional
fees             42,0
                 75
Web design
                 22,0
                 00

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

  Date        Position               Signature

          President     and
          Director
                            Roger Paglia

          Executive    Vice
          President
                            Jon Jannotta

          Vice    President
          and Secretary
                            Benedict Paglia



                        INDEX TO EXHIBITS

Exhibi Name and/or Identification of Exhibit
  t
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***

*  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
General  Form  For Registration Of Securities Of  Small  Business
Issuers on Form 8-K, previously filed with the Commission.

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