==============================================================================
                               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, 2002 or

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

For the transition period from _______ to _______

Commission file number 0-5418


                     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
     incorporation or organization)          Identification No.)

        10120 S. Eastern Avenue
               Suite 200
             Las Vegas, NV                          89052
   --------------------------------               ---------
(Address of principal executive offices)          (Zip Code)

                 Issuer's Telephone Number (702) 492-1282

    Securities Registered Under Section 12(b) of the Exchange Act: NONE

      Securities Registered Under Section 12(g) of the Exchange Act:

                       Common stock, $.001 par value
                             (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 past 90 days.
Yes [X]  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. [ ]

  The issuer's revenues for the fiscal year ended December 31, 2002 were
$25,615.00.

  The aggregate market value of the issuer's common stock held by non-
affiliates as of March 28, 2003, was approximately $535,407. On such date,
the average of the closing bid and ask prices for the issuer's common
stock, as quoted on the OTC Bulletin Board, was $0.0725.

  The issuer had 15,500,635 shares of common stock outstanding as of March
28, 2003.
==============================================================================



                             PART I

Item 1.    Description of Business.

     We were formed as a Nevada Corporation on April 27, 2000,
under the name Media and Entertainment.com, Inc. Our Articles of
Incorporation, as amended, authorize us to issue up to fifty
million (50,000,000) 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 16, 2001, we executed an asset purchase agreement
with Nexcode, Inc. whereby we purchased all of the assets of
Nexcode in exchange for 1,200,000 shares of 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 the asset purchase
agreement with MAP, effective as of December 31, 2001. Since the
date of acquisition, MAP did not have significant operating
activity.

     On July 18, 2002, we entered into a joint venture with Prime
Time Christian Broadcasting, Inc. ("PTCB") and formed PTCB Media
LLC, a Delaware limited liability company ("PTCB Media"), to
develop and maintain a Website, utilizing our NetDVD
StreamShareTM technology, to transmit PTCB's video-on-demand
content over the Internet. On January 28, 2003, management chose
to terminate all agreements with PTCB.

     On July 23, 2003, we entered into a joint venture with
Integrated Communications Consultants Corporation ("ICCC") and
formed ICC Media LLC, a Delaware limited liability company ("ICC
Media"), to jointly exploit our NetDVD StreamShare technology and
ICCC's telecommunications services. ICC Media's revenues are to
be allocated equally between MEDE and ICCC.

     Business Development and Summary

     General

     We are an Internet solutions company, and we have developed
streaming and encryption software with broad applications. Since
our acquisition of Nexcode, Inc. in August 2001, our focus has
turned to the commercialization of our NetDVD StreamShare
technology. We believe, based on our knowledge of the industry,
that our software is able to compete in the marketplace with
virtually all other companies based on the following advantages,
which are described below under "Products and Services":

  *    Seamless compatibility with all major media players
  *    Full screen viewing at between 24-30 frames per second
  *    Copyright enforcement
  *    Multi-tier encryption (move files in a secure environment)
  *    Wireless viewing capabilities for laptops and hand-held
       products, such as cellular telephones and PDA devices.




-PAGE-




     Products and Services

     NetDVD StreamShare is compression software that facilitates
the digitization of content and enhances the performance of
existing hardware and software in the media, technology and
telecommunications sectors. By creating variations on the core
technology, we are in effect broadening the number of product
applications, as well as expanding markets for our products.
These applications include, but are not limited to:

     File Sharing Services: NetDVD StreamShare has a built-
     in Web server that enables the end user to stream and
     share Real Media, Windows Media and Apple Quick Time
     files from desktop to desktop. Its built-in search
     engine also allows the end user to search other NetDVD
     StreamShare users.

     Internet Streaming Player: NetDVD StreamShare's
     integrated media player allows the end user to use only
     one player in order to watch Internet multi media
     files. The media player plays all Real Media, Windows
     Media and Apple Quick Time formats.

     Video Share System (Video Broadcasting T.V.): NetDVD
     StreamShare allows anyone to start their own television
     broadcast company from their own desktop or home
     computer. With NetDVD StreamShare's technology you can
     now broadcast Real Media, Windows Media and Apple Quick
     Time content to anyone on the Internet without having
     to rent or purchase a server computer.

     Audio Share System (Audio Broadcasting System): NetDVD
     StreamShare allows anyone to start their own radio
     broadcast company from their very own desktop or home
     computer. With NetDVD's StreamShare's technology you
     can now broadcast Real Media, Windows Media and Apple
     Quick Time content, to anyone on the Internet without
     having to rent or purchase a server computer.

     Secure On Demand: NetDVD StreamShare allows you to
     securely encrypt files with its four tier encryption
     method with the capabilities of compressing most data
     files up to 63% smaller for Internet delivery.
     Encrypted files will move 100 times faster via LAN/WAN,
     Intranet, Extranet and Internet Network connection with
     data rights management in a secure environment.

     Encryption: NetDVD StreamShare technology allows you to
     securely encrypt any Real Media, Windows Media and
     Apple Quick Time content, for secure pay-per-view
     viewing over the NetDVD StreamShare Network.

     Video Player: NetDVD StreamShare technology allows you
     to password encrypt any Real Media, Windows Media and
     Apple Quick Time video file from children at home.

     Picture Viewer: NetDVD StreamShare technology allows
     you to securely teleconference and file sharing using
     Real Media, Windows Media and Apple Quick Time encoder.

     File Conversion: NetDVD StreamShare technology allows
     you to convert any video file format to any Real Media,
     Windows Media and Apple Quick Time.

     Teleconferencing: NetDVD StreamShare technology allows
     you to securely teleconference with multiple venues
     using any Real Media, Windows Media and Apple Quick
     Time encoder.

     Markets

     NetDVD StreamShare technology provides new applications that
open market opportunities to companies seeking to expand revenues
and broaden sales. Our business model is to create revenue
sharing partnerships with companies seeking to implement the
benefits of NetDVD StreamShare.




-PAGE-




     Opportunities exist with cellular phone companies, such as
Motorola or NTT DoCoMo, seeking to exploit third generation (3G)
capabilities (e.g., PDAs and third generation cell phones), and
large video catalog companies , such as AOL Time Warner and
Disney, which could capitalize on the digitization of video for
secure broadcasting over the Internet. Telephony companies, such
as SBC Communications, are seeking to broaden their reach into
wireless telephony and increase operating efficiencies by
compressing content, which increases volume over existing
bandwidth. Additional opportunities exist with large technology
companies such as Real Networks, Microsoft and Apple Computer
which are seeking to enhance the performance of their media
players by including features like high quality, full screen
streaming with theater quality, sound and picture.

     In addition to pursuing the commercialization of NetDVD
StreamShare, we intend to pursue relationships that enable us to
share in royalty interests in existing content libraries, as well
as production and equity participation in new content. While
there can be no assurance a definitive agreement will be
executed, we will attempt to achieve this objective.

     We further intend to pursue strategic relationships that
allow us the opportunity of distributing content on a global
basis. In pursuing this course, we believe we may be able to
enter into strategic relationships that open distribution
opportunities in countries outside of the continental United
States.

     We believe there are a large number of niche markets that
NetDVD StreamShare can affordably open with limited overhead
expense. These include broadcasting live sports events for
universities, boxing events or other markets that have a loyal
following.

     There are opportunities for NetDVD StreamShare software in
industries that are storage intensive. These companies would
include those involved in database management and storage.

     In summary, we intend to actively pursue the duel objectives
of (i) commercialization of our NetDVD StreamShare software
through strategic partnership agreements, and (ii) the pursuit of
strategic relationships that create ongoing revenue sharing
agreements in both existing and new media content and the global
distribution of these properties.

     As we focus our efforts on the commercialization of Net DVD
StreamShare, we plan to exploit synergistic opportunities that
may present themselves. We believe opportunities to participate
in the production and distribution of content may be reasonably
pursued without a significant diversion from our core competency.

     Competition

     There are many competitors in these various markets
including, but not limited to, Sorensen Media and DivX, but we
believe our software solution has cost and performance benefits
that exceed the performance of the products of the competition.
Competing solutions to our NetDVD StreamShare typically implement
hardware into their products, as well as software, and require
extraordinary amounts of bandwidth which increases the cost of
implementing their solutions. In comparison, NetDVD StreamShare
is exclusively a software solution reducing the cost of
implementation and increasing the convenience to the end user.
Additional advantages include significantly reduced demands on
bandwidth which translates into greater cost savings and broader
access to consumers seeking the benefits of Website access.

     Regulation

     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.

     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.




-PAGE-




     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.

     As a result of our acquisition of Nexcode, we incurred
$406,000 of research and development expenditures during the year
ended December 31, 2001, and we incurred $223,441 of research and
development expenditures during the year ended December 31, 2002.
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 currently are none,
but rather by us.

     Employees

     During the year ended December 31, 2002, we had eight
employees. We presently have five employees. Our employees are
not represented by a collective bargaining agreement, and we
believe our relations with our employees are good. All of our
research and development has been subcontracted to outside
vendors.

Item 2.    Description of Property.

     Our corporate headquarters are located at 10120 S. Eastern
Avenue, Suite 200, Las Vegas, Nevada 89052, telephone: (702) 492-
1282. This office space is provided by one of our executive
officers at no cost to us. We pay for our own telephone service.

     We also lease office space at 3407 Winona Avenue, Burbank,
California, from an unaffiliated third party. Monthly rent is
$1,500, and the lease is month to month.

     We believe that we have adequate facilities to conduct our
current operations, and we do not expect to seek additional
administrative offices and/or research facilities for the next 12
months. We have no current proposed programs for the renovation,
improvement or development of our current facilities.

Item 3.    Legal Proceedings.

     We are not involved in any legal proceeding which may be
deemed to be material to our financial condition.

Item 4.    Submission of Matters To a Vote of Security Holders

     At a Special Meeting of Shareholders held on October 10,
2002, our shareholders approved an amendment to our articles of
incorporation increasing the number of authorized shares of
common stock from 20,000,000 shares to 50,000,000 shares. There
were 7,688,458 votes cast for the amendment, 69,000 votes cast
against, and 426,355 votes abstained. Our shareholders also
approved the adoption of our 2002 Employee Stock Incentive Plan.
There were 7,688,258 votes cast for the adoption, 69,200 votes
cast against, and 426,355 votes abstained.

                             PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.

     Our common stock is traded in the over-the-counter market
and is quoted on the OTC Electronic Bulletin Board, maintained by
the National Association of Securities Dealers, Inc., under the
symbol MEDE. The following table sets forth the high and low
closing bid quotations for our common stock for each fiscal
quarter during the last two fiscal years, beginning May 14, 2001,
when our shares commenced trading, as reported by Pink Sheets, LLC:




-PAGE-




     2002                       High Bid     Low Bid
     Jan. 1 through Mar. 31     .45          .21
     Apr. 1 through June 30     .93          .22
     July 1 through Sept. 30    .88          .35
     Oct. 1 through Dec. 31     .65          .49

     2001                       High Bid     Low Bid
     May 14 through June 30     .32          .10
     July 1 through Sept. 30    .35          .15
     Oct. 1 through Dec. 31     .55          .25

     The above quotations represent prices between dealers and do
not include retail markups, markdowns or commissions, nor do they
represent actual transactions.

     As of March 28, 2003, there were 71 record holders of our
common stock.

     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 our business. 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.

     Recent Sales of Unregistered Securities

     From October 2002 through December 2002, we sold an
aggregate of 145 units to three accredited investors, each unit
consisting of 100 shares of Series A Convertible Preferred Stock
and warrants to purchase 278 shares of common stock at an
exercise price of $2.50 per share, for gross proceeds of
$145,000. Each share of Series A Convertible Preferred Stock is
initially convertible into 16.67 shares of common stock. The
offering was underwritten by EDI Financial, to whom we paid
$11,000 in underwriting commissions. We believe that the issuance
of such shares was exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to the
provisions of Section 4(2) of the Securities Act and Rule 506 of
Regulation D thereunder.

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

     Forward-Looking Statements

     This Quarterly Report contains forward-looking statements
about our business, financial condition and prospects that
reflect management's assumptions and beliefs based on information
currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized. If any of our management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying
such expectations should materialize, our 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 our
customer base, managements' ability to raise capital in the
future, the retention of key employees and changes in the
regulation of our industry.

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




-PAGE-




     General

     Media and Entertainment.com, Inc. is an Internet solutions
company. We believe that our software establishes a new standard
for the streaming of digital information via the Internet. It
enables Internet users to view all types of online video in full
screen format, at high speed, high quality, and greatly reduced
cost, reducing the need for expensive high-speed connections. The
technology can make it possible to produce streaming of scheduled
and live video over the Internet.

     Media and Entertainment.com is pursuing the
commercialization of its software, which we believe establishes a
new standard for the streaming of digital information via the
Internet.

     We believe our software offers a technological advantage
that gives us the opportunity to either launch our own stand-
alone streaming media system or join forces with the existing
media companies by allowing them to incorporate our software into
their current delivery systems and share in the projected revenue
streams.

     Utilizing the latest in digital and streaming technology,
our services should lead to more efficient and effective
dissemination of traditional cinema advertising materials.

     Material Changes in Results of Operations and Financial Condition

     For the year ended December 31, 2002, we incurred a net loss
of $1,066,239 on revenues of $25,615. Total expenses,
representing general and administrative expenses, as well as
research and development expenses, were $1,069,961, including
interest expenses of $9,987, during the year ended December 31,
2002, compared to $826,065 of general and administrative expenses
for the previous year.

     As of December 31, 2002, we had a working capital deficit of
$231,433, compared to a deficit of $154,952 at December 31, 2001.
Subsequent to September 30, 2002, we raised $145,000 gross
proceeds in a private placement of equity securities.

     For the year ended December 31, 2002, we experienced a net
increase in cash of $12,321. Our management has slowed our growth
rate to accommodate our projected available cash. Our ability to
implement our growth strategy is dependent upon expanding current
revenues from sales of our products and services and upon
obtaining additional financing.

     If we are unable to generate sufficient sustainable revenues
or obtain additional financing to meet our financial obligations,
we will have to further curtail reduce our operations, and we
will not be able to continue as a going concern. Our independent
auditors have indicated in their report for the year ended
December 31, 2002 that there is substantial doubt about our
ability to continue as a going concern over the next twelve
months without increased revenues or additional financing.

     For the year ended December 31, 2002, we used $532,537 in
operating activities, compared to $191,497 used in the previous
year.

     For the year ended December 31, 2002, we used $86,759 in
investing activities, consisting of the purchase of computers and
other technological equipment and salary advances to an officer,
compared to $49,555 of salary advances to an officer during the
previous year.

     For the year ended December 31, 2002, we had net cash
provided by financing activities of $623,242 primarily from sales
of securities compared to $147,711 in the previous year.




-PAGE-




     Continuing Operations

     Our priorities for the next twelve months of operations are
to continue to develop and subsequently market our products and
services. We are focused on our organizational activities,
raising capital and establishing a business presence with
vendors, business owners and referral sources. We may hire
additional sales people in the near future. We expect these sales
people to receive salary and compensation in the form of
commissions to minimize our operating capital requirements. As we
generate revenue from our activities, we may elect to hire
salaried or hourly employees to operate certain aspects of our
business.

     We may be unable to compete successfully, and the
competitive pressures we may face may have an adverse effect on
our business, results of operations and financial condition.
Additionally, intensified competition could force us out of
business. If we require additional capital, we may be required to
raise additional capital through one or more public or private
offerings of equity and/or debt. There are no preliminary loan
agreements or understandings between us, our officers, directors
or affiliates or lending institutions. We have no arrangements or
commitments for accounts and accounts receivable financing. We
cannot guarantee you that any such financing can be obtained or,
if obtained, that it will be on reasonable terms.

Item 7.    Financial Statements.

     Our audited financial statements and related notes required
by this Item 7 begin on page F-1, following Part III of this
report.

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

     None.

                            PART III

Item 9.    Directors , Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.

     Our 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 holds office for a term
of one year, or until a successor has been duly elected and
qualified, or until his earlier death, resignation or removal.
Our executive officers are appointed annually by our Board of
Directors and serve at the discretion of the Board of Directors.
Each director has been elected to the Board of Directors pursuant
to his employment agreement. Our directors and executive officer
are as follows:

                               Principal Positions and Offices with our
Name                    Age    Company
---------------        -----  -------------------------------------------------
Benedict L. Paglia       60    Acting Chief Executive Officer,
                               Acting Chief Financial Officer,
                               Vice President, Secretary and
                               Director

Jon J. Jannotta          54    Executive Vice President and Director

Bernard Grossman         60    Vice President, Chief Operating Officer and
                               Director

Nana Yalley              42    Vice President, Chief Information
                               Officer and Director

James B. Anderson,Ph.D.  52    Director


     Set forth below is a brief description of the background of
each of our executive officers and directors, based on
information provided to us by them.




-PAGE-




     Benedict Paglia has served as our Vice President and
Secretary since our inception. He is also currently serving as
Acting Chief Executive Officer and Acting Chief Financial
Officer. He also co-founded and currently serves as chief
executive officer of Allied Systems Group, a management
consulting, engineering, and design firm, which provides services
including logistics, consulting, engineering, facilities
engineering, e-commerce and website development. Allied Systems
Group developed the "Virtual Consultant" and was the first to
offer management consulting services via the Internet. Mr. Paglia
also co-founded and was a partner in DC Global Network, 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. Paglia also has an extensive twenty year background in the
entertainment business, including the design, development,
construction and/or operation of the "state of the art" live
performance venues, as owner and/or operator of nightclubs and
discos. He has also promoted and produced live concerts featuring
headline mainstream performers, as well as artist management and
record production. Benedict Paglia is the brother of Roger
Paglia, our former Chairman of the Board and President.

     Jon J. Jannotta has served as our Executive Vice President
since our inception. He has also been a principal and director of
Jon J. Jannotta Architects-Planners, Inc. since prior to our
inception. Mr. Jannotta has been a licensed general contractor in
the state of California for over twenty years and a licensed
architect in the states of California and Nevada for thirteen
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.

     Bernard Grossman serves as our Vice President and Chief
Operating Officer. Mr. Grossman has over 30 years of experience
in the entertainment industry in senior management, promotions,
marketing and finance. Mr. Grossman is responsible for focusing
and directing the growth of Media and Entertainment.com's
business development. He began working in the entertainment
industry in 1969 as Regional Promotion Director for A&M Records
and worked his way through various senior management positions to
VP of Sales and Marketing of National Accounts. He also led Alfa
Records of Japan's U.S. label as VP of promotion and served as
VP/General Manager of Zebra Records, and in 1987 he became
VP/Director of Sales and Marketing at the Welk Music Group,
Lawrence Welk's entertainment conglomerate. In 1997, he formed a
national distribution network for independent record labels. Most
recently Mr. Grossman served as a partner in Shadow Creek
Partners, a firm that provides bridge financing, secured by real
property, patents, fine art, intellectual properties and debt
instruments.

     Nana Yalley serves as our Chief Information Officer. Mr.
Yalley, who was the co-founder of Nexcode, trail-blazed the music
sequencer software revolution in the early eighties, as software
designer/producer, co-creating a metronome-based midi controller
for live music performers. He built and operated a state-of-the-
art custom recording studio in London, England, and has
freelanced as a music composer / producer for film and
television. During the past 18 years, he has established himself
internationally as an avant-garde audio engineer and custom sound-
effects designer for the motion picture and television
industries. Prior to launching Nexcode Inc., Mr. Yalley was
President and CEO of AllnetBroadcast.com Inc., a global broadband
audio / video streaming solutions and content development firm.
With a solid background in mainstream media and e-commerce
promotional strategies.

     James B. Anderson, Ph.D. was appointed by the Company's
Board of Directors to fill a vacancy on the Board on September
19, 2002. Since November 2001, Dr. Anderson has been an adjunct
professor of Molecular and Cell Biology at the University of
Connecticut. Since September 1997, Dr. Anderson has been a
principal of Lantern Hill Capital, which provides management
consulting services to development stage companies, primarily in
medical-related fields. From 1990 to 1997, Dr. Anderson was a
portfolio manager for The Travelers Insurance Companies, where he
was responsible for managing annual commitments of approximately
$25 million, on average. Dr. Anderson earned his doctoral degree
in X-Ray Crystallography and has written over 30 published
articles in the fields of X-ray crystallography, mineralogy and
rational drug design.




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     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 members
of our board of directors participate in discussions concerning
executive officer compensation.

     Director Compensation

     We currently do not have in effect a policy regarding
compensation for serving on our board of directors. However, we
do reimburse our directors for their reasonable expenses incurred
in attending meetings of our board.

     Legal Proceedings

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

     Compliance with Section 16(a) of the Exchange Act

     Pursuant to Section 16 of the Securities Exchange Act of
1934, our directors and executive officers and beneficial owners
of more than 10% of our common stock are required to file certain
reports, within specified time periods, indicating their holdings
of and transactions in the common stock and derivative
securities. Based solely on a review of such reports provided to
us and written representations from such persons regarding the
necessity to file such reports, we are not aware of any failures
to file reports or report transactions in a timely manner during
the our fiscal year ended December 31, 2002, except the
following: Roger Paglia filed a late Form 3 with respect to his
initial ownership and three late Form 4s with respect to three
transactions; Benedict Paglia filed a late Form 3 with respect to
his initial ownership and two late Form 4s with respect to two
transactions; Jon Jannotta filed a late Form 3 with respect to
his initial ownership and three late Form 4s with respect to
three transactions; Bernard Grossman filed a late Form 3 with
respect to his initial ownership and one late Form 4 with respect
to one transaction; and Nana Yalley filed a late Form 3 with
respect to his initial ownership and one late Form 4 with respect
to one transaction.

Item 10.   Executive Compensation.

     The following table sets forth all compensation awarded to,
earned by, or paid for all services rendered to us during the
fiscal years ended December 31, 2002, 2001 and 2000 by those
persons who served as chief executive officer during our 2002
fiscal year and each of our other executive officers who earned
compensation in excess of $100,000 during the year ended December
31, 2002.









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                   Summary Compensation Table

                                  Annual Compensation
 Name and                        ----------------------
 Principal Position     Year            Salary
--------------------   ------    ----------------------
  Roger                 2002        194,880(2)
  Paglia(1)             2001        123,000(3)
  CEO                   2000         60,000(4)

  Benedict              2002        155,904(5)
  Paglia                2001         98,400(6)
  Acting CEO            2000         48,000(7)

  Jon                   2002        155,904(8)
  Jannotta              2001         98,400(9)
  Executive VP          2000         48,000(10)

  Bernard               2002        155,904(11)
  Grossman              2001         68,400(12)
  VP, COO               2000              -

(1)  Roger Paglia resigned from all positions with the company,
     effective February 6, 2003, because of personal reasons unrelated
     to our business.

(2)  Consists of $122,725 paid in cash, $53,255 paid in stock and
     $18,900 accrued and unpaid as of the date of this report.

(3)  Consists of $85,637 paid in cash and $37,363 paid in stock.

(4)  Consists of $36,000 paid in cash and $24,000 paid in stock.

(5)  Consists of $16,402 paid in cash, $60,264 paid in stock and
     $79,238 accrued and unpaid as of the date of this report.

(6)  Consists of $98,400 paid in stock.

(7)  Consists of $48,000 paid in stock.

(8)  Consists of $15,000 paid in cash, $60,264 paid in stock and
     $80,640 accrued and unpaid as of the date of this report.

(9)  Consists of $98,400 paid in stock.

(10) Consists of $48,000 paid in stock.

(11) Consists of $60,264 paid in stock and $95,640 accrued and
     unpaid as of the date of this report.

(12) Consists of $68,400 paid in stock.

     Option Grants in Last Fiscal Year; Aggregated Option
     Exercises in Last Fiscal Year and Fiscal Year End Option
     Values




-PAGE-




     We did not grant any stock options to, nor were any options
exercised by, any of our executive officers named in the Summary
Compensation Table during our fiscal year ended December 31,
2002. In addition, none of such named executive officers held
options to purchase shares of our common stock at the end of our
2002 fiscal year. In October 2002, our stockholders approved our
2002 Employee Stock Incentive Plan. Our executive officers are
eligible to receive awards under this plan.

     Employment Agreements

     Effective October 1, 2001, the company entered into
Employment Agreements with Roger Paglia, Benedict Paglia, Jon
Jannotta and Bernard Grossman. The term of each of these
agreements is for five (5) years with automatic annual renewals
for additional one (1) year terms.

     Roger Paglia's salary for the first year of the agreement is
$192,000. Benedict Paglia, Jon Jannotta and Bernard Grossman's salary
for the first year of their agreements is $153,600. Each of the
agreements provides for an annual minimum salary increase of 6% per
year and  provides each employee the option to purchase, at any time
during the term of the agreement, a number of shares of common stock
equal to up to 5% of our total authorized issue of common stock. Each
agreement also provides for an expense allowance of up to $30,000 per
year and other benefits and perquisites,including premiums for health
and life insurance, none of which have been paid, accrued or otherwise
provided to any such person at any time.

Item 11.   Security Ownership of Certain Beneficial Owners and Management.

     Our common stock and our Series A Convertible Preferred
Stock ("Series A Preferred") are the only classes of our voting
securities presently outstanding. Holders of Series A Preferred
vote together with holders of common stock on an "as converted"
basis. No "named executive officer" or director beneficially owns
any shares of Series A Preferred, and to our knowledge no holder
of Series A Preferred can be deemed to beneficially own 5% or
more of the outstanding shares of our common stock.

     The following table sets forth information with respect to
the beneficial ownership of shares of our common stock as of
March 28, 2003, on which date there were 15,500,635 shares
outstanding, by:

     *  each person known by us to beneficially own 5% or more of
        the outstanding shares of such class of stock, based on filings
        with the Securities and Exchange Commission and certain other
        information,

     *  each of our "named executive officers" and directors, and

     *  all of our executive officers and directors as a group.

     Beneficial ownership is determined in accordance with the
rules of the SEC and includes voting and investment power. In
addition, under SEC rules, a person is deemed to be the
beneficial owner of securities which may be acquired by such
person upon the exercise of options and warrants or the
conversion of convertible securities within 60 days from the date
on which beneficial ownership is to be determined.

     The term "named executive officers" is defined in the SEC
rules as those executive officers who are required to be listed
in the Summary Compensation Table set forth in Item 10 of this
report.

     Except as otherwise indicated in the notes to the following table,

     *  we believe that all shares are beneficially owned, and
        investment and voting power is held by, the persons named as
        owners, and

     *  the address for each beneficial owner listed in the table,
        except where otherwise noted, is c/o Media and Entertainment.com,
        Inc., 10120 S. Eastern Avenue, Suite 200 Las Vegas, Nevada 89052.




-PAGE-





                                                   Percentage of
                                  Amount and       Outstanding
Name and                          Nature of        Shares Owned
Address                           Beneficial
                                  Ownership
-------------------------      ---------------   -----------------
Benedict Paglia................  1,001,420            6.46 %

Jon J. Jannotta................  2,969,966           19.16 %

Bernard Grossman...............    472,984            3.05 %

Nana Yalley....................  1,070,007            6.90 %

Roger Paglia...................  2,451,330           15.81 %

Caesar Collazo.................  1,109,658            7.16 %

James B. Anderson, Ph.D. ......     50,000               *

All directors and executive....  5,564,377           35.90 %
officers as a group
(5 persons)
----------
* Represents less than 1%.

     The following table summarizes information with respect to
options under our equity compensation plans as of December 31, 2002:

                   Number of       Weighted-       Number of
                 securities to      average       securities
                be issued upon  exercise price     remaining
                  exercise of   of outstanding   available for
                  outstanding      options,         future
                   options,      warrants and   issuance under
                 warrants and       rights          equity
                    rights            (b)        compensation
                      (a)                            plans
                                                  (excluding
                                                  securities
                                                 reflected in
                                                  column (a))
                                                      (c)
                ---------------  --------------  ----------------
Equity                 -               -               -
compensation
plans approved
by security
holders

Equity                 -               -               -
compensation
plans not
approved by
security
holders
                ---------------  --------------  ----------------
Total                  -               -               -


Item 12.   Certain Relationships and Related Transactions.

     We did not enter into any transaction with a related party
during the last two years requiring disclosure under the rules
and regulations adopted by the U.S. Securities and Exchange
Commission, except for the employment agreements we entered into
which are discussed in the "Employment Agreements" subsection of
Item 10 of this report.




-PAGE-




Item 13.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

          3.1  Articles of Incorporation of Media and
               Entertainment.com, Inc., dated April 27, 2000, as
               amended through October 17, 2002.

          3.2  By-laws of Media and Entertainment.com, Inc.
               (incorporated herein by reference from Exhibit
               3(b) to the Registrant's registration statement on
               Form 10-SB, filed on January 17, 2001).

          10.1 Form of Employment Agreement entered into with
               each of Roger Paglia, Jon Jannotta, Benedict
               Paglia, and Bernard Grossman on October 1, 2001.

          21.1 List of subsidiaries of Registrant.

          99.1 Certification pursuant to 18 U.S.C. Section 1350,
               as adopted pursuant to Section 906 of the Sarbanes-
               Oxley Act of 2002.

     (b)  Reports on Form 8-K.

     None.

Item 14.   Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures

     Based on his evaluation as of a date within 90 days of the
filing date of this report, our Acting Chief Executive and
Financial Officer has concluded that our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the "Exchange Act")) are
effective to ensure that information required to be disclosed by
the company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities Exchange
Commission rules and forms.

     (b)  Changes in Internal Controls

     There have been no significant changes in our internal
controls or in other factors that could significantly affect the
disclosure controls subsequent to our Acting Chief Executive and
Financial Officer's most recent evaluation, and there have been
no corrective actions with regard to significant deficiencies and
material weaknesses in such controls.










-PAGE-
















                  MEDIA AND ENTERTAINMENT.COM, INC.

                    (A DEVELOPMENT STAGE COMPANY)

                    AUDITED FINANCIAL STATEMENTS

        FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 & 2001

























-PAGE-









                              CONTENTS


INDEPENDENT AUDITORS' REPORT                                          F-1


FINANCIAL STATEMENTS:

     Balance Sheets                                                   F-2

     Statements of Operations and Accumulated Deficit                 F-3

     Statements of Changes in Stockholders' Equity (Deficit)    F-4 - F-5

     Statements of Cash Flows                                         F-6


NOTES TO FINANCIAL STATEMENTS:                                 F-7 - F-18

























-PAGE-






                    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, 2002 and 2001 and the related statements of operations and
accumulated deficit, changes in stockholders' equity, and cash flows
for the years ended December 31, 2002 and 2001.  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 audits 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, 2002 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, 2002, and the result of its operations
and its cash flows for the periods ended December 31, 2002, 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 3 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
3.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





                              Chavez & Koch, CPA's, Ltd.

April 15, 2003
Henderson, Nevada





                                 F-1
-PAGE-



                                                  2002        2001
                          ASSETS              -----------  -----------
ASSETS:

 Current assets:
   Cash                                       $   4,543    $    597
   Accounts receivable                            8,375           -
                                              -----------  -----------
   Total current assets                          12,918         597
                                              -----------  -----------
 Fixed assets:
   Computer Equipment                            97,926       9,555
   Software                                       1,388           -
   Less: Accumulated depreciation               (12,817)       (899)
                                              -----------  -----------
    Total fixed assets                           86,497       8,656
                                              -----------  -----------
 Other assets:
   Officer's salary advance                      37,000      40,000
   Refundable deposits                            2,760         710
                                              -----------  -----------
    Total other assets                           39,760      40,710
                                              -----------  -----------
TOTAL ASSETS                                  $ 139,175    $ 49,963
                                              ===========  ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

 Current liabilities:
   Accounts payable                           $  68,047    $  7,838
   Accrued expenses                              17,012           -
   Payroll tax liabilities                       17,733           -
   Loans payable - officer, director &
   shareholder                                  141,559     147,711
                                              -----------  -----------
    Total current liabilities                   244,351     155,549
                                              -----------  -----------

TOTAL LIABILITIES                               244,351     155,549
                                              -----------  -----------

Stockholders' equity:
 Convertible preferred stock, $0.001 par
 value 5,000,000
    shares authorized, 1,550 and zero
    shares issued and
    outstanding at 12/31/02 and
    12/31/01, respectively                            2          -
 Additional paid-in capital -
 Convertible preferred stock                    132,848
 Paid-in capital - Stock warrants                22,150           -
 Common stock, $0.001 par value,
 20,000,000 shares
    authorized, 11,075,765 and 9,536,750
    shares issued and
    outstanding at 12/31/02 and
    12/31/01, respectively                       11,075       9,537
 Additional paid-in capital - Common
 stock                                        2,024,283   1,551,427
 Stock subscriptions                           (303,465)   (740,720)
 Accumulated (deficit) during
 development stage                           (1,992,069)   (925,830)
                                              -----------  -----------
    Total stockholders' equity                 (105,176)   (105,586)
                                              -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS'           $ 139,175    $ 49,963
EQUITY                                        ===========  ===========




                                 F-2
-PAGE-




                                   Twelve months ended          Inception to
                                 ---------------------------   --------------
                                   12/31/2002    12/31/2001      12/31/2002
                                 -------------  ------------   --------------

REVENUE                           $   25,615    $        -      $   25,615

COST OF GOODS SOLD                         -             -               -
                                 -------------  ------------   --------------

GROSS PROFIT                          25,615             -          25,615
                                 -------------  ------------   --------------
EXPENSES:
 Selling, general and
 administrative                      279,497       334,428         808,230
 Selling, general and
 administrative, related party       567,023        85,637         552,892
 Depreciation expense                 11,918           899          12,817
                                 -------------  ------------   --------------
   Total expenses                    858,438       420,964       1,373,939
                                 -------------  ------------   --------------
OPERATING INCOME (LOSS)             (832,823)     (420,964)     (1,348,324)
                                 -------------  ------------   --------------
OTHER INCOME/(EXPENSES):
 Research and development
 expense                            (223,441)     (406,000)       (629,441)
 Interest expense                     (9,987)       (4,329)        (14,316)
 Interest Income                          12                            12
   Total other                   -------------  ------------   --------------
   income/(expenses)                (233,416)     (410,329)       (643,745)
                                 -------------  ------------   --------------
NET ORDINARY INCOME (LOSS)       $(1,066,239)   $ (831,293)     $(1,992,069)
                                 -------------  ------------   --------------

Accumulated Deficit, beginning
of period                           (925,830)      (94,537)              -
                                 =============  ============   ==============
Accumulated Deficit, end of      $(1,992,069)   $ (925,830)     $(1,992,069)
period                           =============  ============   ==============

Basic weighted average number of
 common shares outstanding        10,462,058     6,735,616       7,934,669
                                 =============  ============   ==============
Basic Net Income (Loss) per            (0.10)        (0.12)         (0.25)
Share                            =============  ============   ==============





                                 F-3
-PAGE-





<TABLE>
<CAPTION>
                     Convertible      Add'l Paid-in                                Add'l                              Total
                   Preferred Stock    Capital-      Paid-in     Common Stock       Paid-In  Deferred     Accumulated  Stock-
                --------------------- Convertible   Capital  --------------------- Capital               Deficit      holders'
                 Shares       Value   preferred     Stock     Shares       Value   Common   Compensation Development  Equity
                                      stock         warrants                       stock                 Stage
                ---------  ---------- ------------- -------- ----------  --------- -------- ------------ -----------  ----------
   <S>              <C>          <C>       <C>          <C>       <C>        <C>       <C>        <C>         <C>         <C>
Issued for cash
August 31, 2000      -     $      -    $      -      $     -   3,250,000   $ 5,250  $      -  $        -    $      -   $   8,500

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

Accumulated
deficit
December 31, 2000    -            -           -            -           -         -         -           -     (94,537)    (94,537)
                ---------  ----------  ------------ --------  ----------  --------- --------  ------------  -----------  ---------
Balance at
December 31, 2000    -     $      -    $      -      $     -   4,949,750   $ 4,950  $173,525           -     (94,537)     83,938
                =========  ========== =============  ======== ==========  ========= ========  ============  ===========  =========
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, 2001    -            -           -            -      50,000        50    14,172     (14,222)          -           -
September 11,
2001                 -            -           -            -     200,000       200    56,692     (56,892)          -           -
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, 2001    -            -    #      -      #     -           -         -         -     235,769           -     235,769

Net income (loss)
December 31, 2001    -            -           -            -           -         -         -           -    (831,293)   (831,293)
                ---------  ---------- ------------- --------  ----------  --------- --------  ------------  -----------  ----------
Balance at
December 31, 2001    -     $      -     $      -      $     -  9,536,750   $ 9,537 $1,551,427  $(740,720)   $(925,830)  $(105,586)
                =========  ==========  ============= ======== ==========  ========= ========  ============  ===========  ==========
Issued for cash
March 31, 2002       -            -            -            -    120,969       120    37,380          -            -      37,500

Future services
received
March 31, 2002       -            -            -            -          -         -           -    133,789            -     133,789

Net income (loss)
March 31, 2002       -            -            -            -          -         -           -          -     (202,536)   (202,536)
                 --------  ----------  ------------- -------- ----------  ---------  --------  ------------  -----------  ----------
Balance at March
31, 2002             -     $      -     $      -      $     -  9,657,719   $ 9,657  $1,588,807  $(606,931)  $(1,128,366) $(136,833)
                =========  ==========  ============= ======== ==========  =========  ========  ============  ===========  ==========
</TABLE>




                                 F-4
-PAGE-





<TABLE>
<CAPTION>
                     Convertible      Add'l Paid-in                                Add'l                              Total
                   Preferred Stock    Capital-      Paid-in     Common Stock       Paid-In  Deferred     Accumulated  Stock-
                --------------------- Convertible   Capital  --------------------- Capital               Deficit      holders'
                 Shares       Value   preferred     Stock     Shares       Value   Common   Compensation Development  Equity
                                      stock         warrants                       stock                 Stage
                ---------  ---------- ------------- -------- ----------  --------- -------- ------------ -----------  ----------
   <S>              <C>          <C>       <C>         <C>       <C>        <C>        <C>        <C>         <C>         <C>
Issued for cash
  April 9, 2002       -            -            -          -     142,645       143     44,077         -          -      44,220

Issued for cash
  May 9, 2002         -            -            -          -     270,000       270     80,730         -          -      81,000

Issued for cash
  June 9, 2002        -            -            -          -     855,401       855    264,319         -          -     265,174

Net income (loss)
  June 30, 2002       -            -            -          -           -         -         -          -       (109,488) (109,488)
                 ---------  ----------  -------------  --------  ----------  ---------  --------  ----------- ----------- --------
Balance at June
  30, 2002            -     $      -     $      -       $  -    10,925,765   $10,925  $1,977,933   $(606,931)$(1,237,854) $144,073
                 =========  ==========  =============  ========  ==========  =========  ========  ============ =========== =======
Issued for cash
  July 1, 2002        -            -            -          -     150,000       150      46,350        -            -     46,500

Issued for cash
September 19, 2002  100            -        8,571      1,429           -         -         -          -            -     10,000

Future services
received
September 30, 2002    -            -            -          -           -         -         -      303,466          -    303,466

Net income (loss)
September 30, 2002    -            -            -          -           -         -         -          -         (552,862) (552,862)
                 ---------  ----------  -------------  --------  ----------  ---------  --------  ------------  --------- ----------
Balance at September
30, 2002            100     $      -     $  8,571     $ 1,429   11,075,765   $11,075  $2,024,283   $(303,465) $(1,790,716) $(48,823)
                 =========  ==========  =============  ========  ==========  =========  ========  ============  ========== =========

Issued for cash
October 8, 2002     800            1       68,567      11,432           -         -         -         -            -      80,000

Issued for cash
October 22, 2002    100            -        8,571       1,429           -         -         -         -            -      10,000

Issued for cash
November 8, 2002     50            -        4,285         715           -         -         -         -            -       5,000

Issued for cash
December 5, 2002    500            1       42,854       7,145           -         -         -         -            -      50,000

Net income (loss)
December 31, 2002     -            -            -           -           -         -         -         -         (201,353) (201,353)
                 ---------  ----------  -------------  --------  ----------  ---------  --------  ------------  ---------- ---------
                  1,550     $      2     $132,848      $22,150   11,075,765   $11,075  $2,024,283  $(303,465) $(1,992,069) (105,176)
                 =========  ==========  =============  ========  ==========  =========  ========  ============  ========== =========
</TABLE>



                                 F-5
-PAGE-





                                             2002              2001
           CASH FLOWS FROM OPERATING   ---------------   ---------------
                         ACTIVITIES:
                            Net loss   $  (1,066,239)    $   (831,293)

   Adjustments to reconcile net loss
 to net cash provided by operations:
                        Depreciation          11,918              899
            Stock based compensation         437,255          235,769
                 Accounts receivable          (8,375)               -
                 Nexcode acquisition               -          406,000
              (Increase) in deposits          (2,050)            (710)
     Increase (Decrease) in accounts
                             payable          60,209           (2,162)
                    Accrued expenses          17,012                -
         Accrued payroll tax expense          17,733                -
      Net cash provided by operating   ---------------   ---------------
                          activities        (532,537)        (191,497)
                                       ---------------   ---------------
           CASH FLOWS FROM INVESTING
                         ACTIVITIES:
            Purchase of fixed assets         (89,759)          (9,555)
             Officer payroll advance           3,000          (40,000)
          Net cash used in investing   ---------------   ---------------
                          activities         (86,759)         (49,555)
                                       ---------------   ---------------
           CASH FLOWS FROM FINANCING
                         ACTIVITIES:
            Issuance of common stock           1,696                -
          Additional paid-in capital         627,698                -
             Loans from shareholders          (6,152)         147,711
      Net cash provided by financing   ---------------   ---------------
                          activities         623,242          147,711
                                       ---------------   ---------------
     NET INCREASE (DECREASE) IN CASH           3,946          (93,341)

           CASH, BEGINNING OF PERIOD             597           93,938
                                       ---------------   ---------------
                 CASH, END OF PERIOD   $       4,543     $        597
                                       ===============   ===============
          SUPPLEMENTARY INFORMATION:
                       Interest paid   $           -     $      4,329
                                       ===============   ===============
                   Income taxes paid   $           -     $          -
                                       ===============   ===============





                                 F-6
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2002


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.   Media  &  Entertainment.com   is   an
     Internet   solutions  company  that  has  developed  proprietary
     streaming and encryption software with broad applications. Since
     the  acquisition of Nexcode, Inc. in August 2001, the  Company's
     focus  has  turned to the commercialization of Nexcode's  NetDVD
     StreamShare  technology.  We believe based on our  knowledge  of
     the  industry  that  our  software is able  to  compete  in  the
     marketplace with virtually all other companies.

     The   Company  has  had  an  unsubstantial  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  was a non-cash transaction, which is discussed in  detail
     in Note 8.

     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.




                                 F-7
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Earnings Per Share Calculations

     Basic  earnings per common share ("EPS") is computed by dividing
     income  available to common stockholders by the  weighed-average
     number of common shares outstanding for the period.  The weighed-
     average number of common shares outstanding for computing  basic
     weighted  average  number  of  common  shares  outstanding   was
     10,462,058 and 6,735,616 for the periods ended December 31, 2002
     and  2001,  respectively.  Diluted EPS  reflects  the  potential
     dilution  that could occur if securities or other  contracts  to
     issue  common  stock  were exercised or  converted  into  common
     stock.   As  of December 31, 2002 and 2001, the Company  had  no
     outstanding securities that could have a dilutive effect on  the
     outstanding  common  stock.   Therefore,  no  diluted  EPS   was
     calculated.


     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:

                Computer Equipment                  5 Years
                Software                            3 Years

     Depreciation expense for the years ended December 31,  2002  and
     December 31, 2001 was $11,918 and $899, respectively.

     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.  There were
     no advertising costs for the years ended December 31, 2002 and
     2001.



                                 F-8
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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,  2002,  the  Company  had
     recognized  $25,615  of  revenues to date  and  had  accumulated
     losses   of  approximately  $1,992,069  since  inception.    The
     Company's  ability to continue as a going concern is  contingent
     upon   the   successful   completion  of  additional   financing
     arrangements and its ability to achieve and maintain  profitable
     operations.  Management plans to raise equity capital to finance
     the  operating and capital requirements of the Company.  Amounts
     raised  will  be used for further development of  the  Company's
     products,  to provide financing for marketing and promotion,  to
     secure  additional property and equipment, and for other working
     capital  purposes.   While the Company  is  expending  its  best
     efforts  to achieve the above plans, there is no assurance  that
     any such activity will generate funds that will be available for
     operations.


NOTE 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 a founder 1,625,000 shares of $0.001
          par  value common stock in exchange for cash in the  amount
          of $4,250.

          The  Company issued to another founder 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.



                                 F-9
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     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.  All of these shares were issued in exchange for cash
     in  the  amount of $169,975, before offering costs in the amount
     of  $1,300.   Of the total cash received, $1,700 is  the  stated
     value of common stock and $168,275 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.  The value  of
     services  is based on prior services provided by the individuals
     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.

     The  Company  issued  245,000  shares  of  common  stock  to  an
     individual  in  exchange  for a one-year  management  consulting
     agreement.   The management consulting services  are  valued  at
     $69,825.   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  another
     individual  in  exchange  for a one-year  management  consulting
     agreement.   The management consulting services  are  valued  at
     $59,850.   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.

     From  March  14  through  June 11, 2002,  the  Company  sold  an
     aggregate  of 1,389,019 shares of $0.001 par value common  stock
     for  aggregate cash proceeds of $427,894 in a private  placement
     to a total of 11 accredited investors.

     July  1,  2002  -  The  Company issued  150,000  shares  to  one
     individual as follows:

          The  Company issued to an investor 150,000 shares of $0.001
          par  value common stock in exchange for cash in the  amount
          of $46,500.

     September  18,  2002  - The Company issued  100  shares  and  10
     warrants to one individual as follows:

          The Company issued to an investor 100 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 16,667 shares of common stock, at a conversion rate of
          $.60 per share of common stock and 10 class A stock
          warrants, convertible into 2,780 shares of common stock, at
          an exercise rate of $2.50 per share; in exchange for cash
          in the amount of $10,000.  These warrants expire in 2005.



                                 F-10
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     October  8, 2002 - The Company issued 800 shares and 80 warrants
     to one individual as follows:

          The  Company issued to an investor 800 shares of  series  A
          convertible  preferred stock, $0.001 par value, convertible
          into  133,336 shares of common stock, at a conversion  rate
          of  $.60  per  share of common stock and 80 class  A  stock
          warrants,  convertible into 22,240 shares of common  stock,
          at  an  exercise rate of $2.50 per share; in  exchange  for
          cash  in  the amount of $80,000.  These warrants expire  in
          2005.

     October 22, 2002 - The Company issued 100 shares and 10 warrants
     to one individual as follows:

          The  Company issued to an investor 100 shares of  series  A
          convertible  preferred stock, $0.001 par value, convertible
          into 16,667 shares of common stock, at a conversion rate of
          $.60  per  share  of  common stock and  10  class  A  stock
          warrants, convertible into 2,780 shares of common stock, at
          an  exercise rate of $2.50 per share; in exchange for  cash
          in the amount of $10,000.  These warrants expire in 2005.

     November  8, 2002 - The Company issued 50 shares and 5  warrants
     to one individual as follows:

          The  Company  issued to an investor 50 shares of  series  A
          convertible  preferred stock, $0.001 par value, convertible
          into 8,334 shares of common stock, at a conversion rate  of
          $.60  per  share  of  common stock and  10  class  A  stock
          warrants, convertible into 1,390 shares of common stock, at
          an  exercise rate of $2.50 per share; in exchange for  cash
          in the amount of $5,000.  These warrants expire in 2005.

     December 5, 2002 - The Company issued 500 shares and 50 warrants
     to one individual as follows:

          The Company issued to an investor 500 shares of series A
          convertible preferred stock, $0.001 par value, convertible
          into 83,335 shares of common stock, at a conversion rate of
          $.60 per share of common stock and 50 class A stock
          warrants, convertible into 13,900 shares of common stock,
          at an exercise rate of $2.50 per share; in exchange for
          cash in the amount of $50,000.  These warrants expire in
          2005.

     All  shares issued during 2002, were issued pursuant to Rule 506
     of Regulation D under the Securities Act of 1933.

     Stock Subscriptions

     On  June  1, 2001, 52,000 shares of common stock were issued  to
     two individuals in exchange for future services.   The value  of
     the  services  is  based  on  prior  services  provided  by  the



                                 F-11
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

     individuals  and  on  the cost of similar services  provided  by
     other  similar  service providers.  The number of shares  issued
     for  services  is based on the fair market value  of  $0.10  per
     share.

          The Company issued 28,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $2,800.  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 another
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at  $2,400.  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  June 7, 2001, 455,000 shares of common stock were issued  to
     two  individuals in exchange for future services.  The value  of
     the  services  is  based  on  prior  services  provided  by  the
     individuals  and  on  the cost of similar services  provided  by
     other similar service providers.

          The  Company  issued 245,000 shares of common stock  to  an
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $69,825.  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  210,000 shares  of  common  stock  to
          another  individual  in exchange for a one-year  management
          consulting  agreement.  The management consulting  services
          are valued at $59,850.  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.   The value of the services is based on prior services
     provided  by the individuals and on the cost of similar services
     provided by other similar service providers.

          The Company issued 50,000 shares of common stock to an
          individual in exchange for a one-year management consulting
          agreement.  The management consulting services are valued
          at $15,000.  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.



                                 F-12
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The Company issued 50,000 shares of common stock to another
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $15,000.  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 an
          organization in exchange for a one-year management
          consulting agreement.  The management consulting services
          are valued at $15,000.  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 another
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $15,000.  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.  The value of the services is based on prior  services
     provided  by the individuals and on the cost of similar services
     provided by other similar service providers.

          The  Company  issued 100,000 shares of common stock  to  an
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at  $30,000.    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  an
          organization   in  exchange  for  a  six-month   management
          consulting  agreement.  The management consulting  services
          are  valued  at  $50,000.   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.  The value of the services is based on prior  services
     provided  by the individuals and on the cost of similar services
     provided by other similar service providers.

          The  Company  issued 500,000 shares of common stock  to  an
          organization   in   exchange  for  a  one-year   management
          consulting  agreement.  The management consulting  services
          are  valued  at  $125,000.  Shares  were  issued  under  an
          exemption                     from                      the



                                 F-13
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          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  an
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $14,222.  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  an
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $28,446.  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  an
          individual in exchange for a one-year management consulting
          agreement.   The management consulting services are  valued
          at $28,446.  Shares were issued under an exemption from the
          registration provisions of Section 5 of the Securities  Act
          of  1933 pursuant to Section 4 (2) of the Securities Act of
          1933.

     Stock Based Award Agreements

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

          The  Company  issued 120,000 shares of common stock  to  an
          individual 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.   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
          another  individual 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.  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
          another  individual 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.  Shares
          were issued under



                                 F-14
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          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
          another  individual 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.  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
          another individual 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.  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  an
          individual 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.
          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
          another  individual 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.  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 another
          individual 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.   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 another
          individual 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.   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.



                                 F-15
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

          The Company issued 50,000 shares of common stock to another
          individual 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.   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 an
          individual 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.  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.

     As  of  December 31, 2002 a total of 3,387,000 shares have  been
     issued  in  exchange for services valued at  $976,489  of  which
     $673,024 has been provided and expensed.

     Acquisitions

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

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


NOTE 5 - RELATED PARTY TRANSACTIONS

     Officer's  compensation of $567,023 was included in general  and
     administrative expenses, related party, as of December 31, 2002.

     As of December 31, 2002, the Company had a salary advance to the
     president of the company in the amount of $37,000.  This advance
     occurred prior to the passing of the Sarbanes-Oxley Act of 2002.

     The Company received two loans of $39,720 and $101,839 from two
     shareholders, each bearing interest at 7%, in accordance with
     loan agreements that the Company had executed with both lenders,
     respectively.  For the period ended December 31, 2002, the
     Company had accrued interest expense of $9,973 related to these
     notes.



                                 F-16
-PAGE-



                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)

     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.


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  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.  All  tangible
     and  intangible  assets  were  acquired,  including  Copyrights,
     Trademarks, Patents, and Technologies or Proprietary  Processes,
     existing and future versions.

     The  1,200,000 shares of common stock of the Company were issued
     to  the current shareholders of Nexcode on a pro-rata basis (see
     note  4  Stockholders' Equity).  The Company was to  enter  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 June 30, 2002, 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.

     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, Matthews 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.



                                 F-17
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                 MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2002


NOTE 7 - RECLASSIFICATIONS

     Certain reclassifications have been made to the December 31,
     2001 amounts to conform with the December 31, 2002 financial
     statements presentation.  These reclassifications had no effect
     on net earnings.  Other reclassifications have been made to
     describe the accounts more appropriately.


NOTE 8 - SUMMARY OF NON-CASH TRANSACTIONS

     At  December 31, 2002, the Company amortized $303,466  of  stock
     subscriptions  which  is included as part  of  the  general  and
     administrative expenses, related party.


NOTE 9 - RECENT PRONOUNCEMENTS

     During 2001, the Financial Accounting Standards Board released
     SFAS 142 which is to be applied starting with fiscal years
     beginning after December 31, 2001.  SFAS 142 addresses financial
     accounting and reporting for acquired goodwill and other
     intangible assets.  Currently the Company has no acquired
     goodwill or other intangible assets; therefore, this standard
     has no effect on the financial statements when adopted.

     In   August  2001,  the  Financial  Accounting  Standards  Board
     released  SFAS 143 which is to be applied starting  with  fiscal
     years  beginning  after  June  15,  2002.   SFAS  143  addresses
     financial   accounting  and  reporting  for   asset   retirement
     obligations.

     Currently,  the Company has no obligations associated  with  the
     retirement  of  tangible  long-lived  assets;  therefore,   this
     standard has no effect on the financial statements when adopted.
     In  October  2001,  the  Financial  Accounting  Standards  Board
     released  SFAS 144 which is to be applied starting  with  fiscal
     years  beginning  after December 15, 2001.  SFAS  144  addresses
     financial accounting and reporting for impairment or disposal of
     long-lived  assets.  Currently, the Company  has  no  long-lived
     assets; therefore, this standard has not effect on the financial
     statements when adopted.














                                 F-18
-PAGE-






                           SIGNATURES

     In accordance with the 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, 2003            By:  /s/ Benedict L. Paglia
                                     ----------------------------
                                        Benedict L. Paglia
                                        Acting Chief Executive
                                        and Financial Officer,
                                        Vice President, Secretary

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


 /s/ Benedict L. Paglia
------------------------     Acting Chief         April 15, 2003
 Benedict L. Paglia         Executive and
                           Financial Officer,
                            Vice President,
                            Secretary and
                               Director

 /s/ Jon J. Jannotta
 -----------------------    Executive Vice         April 15, 2003
  Jon J. Jannotta         President, Director


/s/ Bernard Grossman
------------------------    Vice President,        April 15, 2003
  Bernard Grossman          Chief Operating
                           Officer, Director


------------------------    Vice President,        _______________
    Nana Yalley            Chief Information
                           Officer, Director

/s/ James B. Anderson
------------------------
James B. Anderson, Ph.D.       Director            April 15, 2003














-PAGE-




                         CERTIFICATIONS

  I, Benedict L. Paglia, certify that:

  1.I have reviewed this annual report on Form 10-KSB of Media
and Entertainment.com, Inc. (the "registrant");

  2.Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

  3.Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of and for the
periods presented in this annual report;

  4.The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

  a)Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

  b)Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

  c)Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

  5.The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's
board of directors:

  a)All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal control; and

  b)Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: April 15, 2003
                                    /s/ Benedict L. Paglia
                                    -----------------------
                                    Benedict L. Paglia
                                    Acting Chief Executive and
                                    Financial Officer





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