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

                                Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from __________ to ___________

                                     Commission file number 000-32231

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

            Nevada                                52-2236253
       ----------------                        -----------------
(State or other jurisdiction of        (I.R.S.Employer Identification No.)
incorporation or organization)

   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:

          Title of each class     Name of each exchange on which registered

                  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
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, 2003 were
$0.

  The aggregate market value of the issuer's common stock held by non-
affiliates as of March 23, 2004, was approximately $11,565,324. On such
date, the closing price for the issuer's common stock, as quoted on the
NASD's OTC Bulletin Board, was $0.87.

  The issuer had 21,225,635 shares of common stock outstanding as of March
18, 2004.





                            -cover-





                             PART I

     Throughout this Annual Report on Form 10-KSB, the terms the
"company," "we," "us," "our," "our company" and "Media and
Entertainment" refer to Media and Entertainment.com, Inc., and,
unless the context indicates otherwise, includes our wholly-owned
subsidiary, Nexcode, Inc. ("Nexcode").

     Introductory Comment - Forward-Looking Statements

     This 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 attract
customers, management's 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.

Item 1.    Description of Business.

     General

Media and Entertainment.com, Inc.  (OTCBB: MEDE;
http//www.mediaandentertainment.com) is a media distribution
solutions company. We believe that our software and network
establishes a new standard for media distribution of digital
information via the Internet, ATM, SDI, digital cable, and
satellite. Our network enables users to view, interact, and
listen to all types of audio, online video and digital TV, in
full screen format, at high speed, high quality, and greatly
reduced cost, reducing the need for expensive high-speed
connections.

We are pursuing the commercialization of our software, which we
believe establishes a new standard for media distribution of
digital information via today's networks.  Our software also
offers a 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.

As described below under "Agreement with Winsonic," we have
entered into an agreement with Winsonic Holdings, Ltd.
("Winsonic") to acquire a 51% interest in Winsonic (the "Winsonic
Acquisition").  While there can be no assurance the transaction
will be completed, Winston Johnson, Winsonic's founder and CEO,
has become our Co-Chairman of the Board and Chief Executive
Officer.  We have been working together with Mr. Johnson under
the Services Agreement entered into in July 2003.

Media and Entertainment.com and Winsonic facilities-based
products and services in out of franchise markets enable
communications companies such as Verizon to partner with Winsonic
and us to provide services to their customers.  Other services
include high-end consulting services in the areas of programming,
audio research and engineering, as well as digital transport
world wide telecommunications services for film and television.

Winsonic Digital Cable Systems Network ("WDCSN") concentrates on
carrier-class high-speed connectivity solutions that bring
together a first-class facility around the country along with
network, multimedia, and content distribution communication
services to its customers, without requiring substantial capital
investments. Verizon and Level 3 have teamed with Winsonic to
implement a high-end facilities-based infrastructure to aid and
facilitate voice transport, audio, video, data, media and
broadcast content over protocol-independent multi-layered
communication systems.





                            -2-




Our  NetDVD StreamShareT  will be updated with Winsonic Process
(TM),  giving Media and Entertainment one of the very first
compression software that facilitates the distribution of digital
content with time meter billing along with digitization of content
enhancing 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 you to stream and share Real Media, Windows
Media and Apple Quick Time files from desktop to desktop. Its
built-in search engine also allows you to search other Net DVD
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 multimedia 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 share files 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.

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

Winsonic and Media and Entertainment media distribution network
operations in Los Angeles, New York, Dallas, Chicago, and Atlanta
at Verizon and Level 3 gateways are in operation. Upon our
completion of the Winsonic Acquisition, we would have a network
that would enable diverse routing and easy connections with
communications companies and other software, content,
interactive, and distribution companies. Level 3 has earned a
strong reputation for operational excellence and innovative
network solutions which is in line with our services protocol.




                            -3-




This delivery network would enable us to expand our media
services to accommodate a broader market and a diversified
customer base, thereby enhancing our ability to grow sales in a
highly competitive market. This network build up also reinforces
our position in online gaming networking, video and audio
streaming, packet over optical services, online encryption
solutions and Voice-over-IP markets.

Verizon, Level 3, and WDCSN have begun designing, building, and
testing one of the very first media and entertainment
distribution networks in the world. Its network addressable
systems and digital subscriber interface to urban, basic trading
areas, inner city, and major trading areas markets for digital
cable, and telecommunication services. This strategy has
strengthened our position in the development and deployment of
digital content solutions for programmers, general public, and
network operators. We are focusing on the next generation of
digital and analog set-top terminal interfaces and is seeking to
be a part of the of new improved consumer features in the digital
TV domain. In addition, we are working with Level 3 to test
digital cable transport over MPLS (Multiprotocol Label Switching)
which play an important role in the growth of international
markets utilizing both analog and digital applications and
technologies to deliver video, audio, voice and data.

To better understand the effects of this changing landscape,
evidenced by cable industry consolidation, cross industry
completion and technical standards, we have examined the
underlying drivers, both from a market and technology viewpoint.
The market dynamics underlying the local distribution of video,
voice and data are a result of historically non-competing
industries, including cable, long distance and regional telephone
operating companies. Changes in government regulation and the
consumer demand for choice are driving the new environment.
Winsonic has built upon its long-term business model that
incorporates reliable technical support and service levels. This
offers network resilience and sustainable growth for its
infrastructure and customer base. This business model is expected
to provide multiple revenue streams enabling Winsonic to fully
realize its expansion position and potential. The result is one
of the most comprehensive and cost effective product portfolios
for the industry: one which establishes a reputation as an
established and respected facilities-based media and
entertainment distribution service and network provider.

Winsonic's solutions offer world class service, design and
product excellence. WDCSN has rapidly grown by continuing these
traditions while entering the digital age with a wide selection
of innovative products and solutions that combine the latest
advances in long-haul transport, wireless communications, data
communications, voice communications, video communications, audio
communications, and media and entertainment technologies.

Products and Services

     Agreement with Winsonic and Description of Winsonic

     In July 2003, we entered into a Stock Purchase Agreement
("SPA") with Winsonic, pursuant to which we agreed to sell to
Winsonic sixty (60%) percent of our issued and outstanding common
stock on a fully-diluted basis, or a total of 30 million shares.
The purchase price was $3 million, equal to approximately 150% of
the aggregate fair market value of 30 million shares of our
common stock when negotiations commenced. The purchase price was
payable by transfer and assignment of certain contracts from
Winsonic to us. Under a Services Agreement with Winston Johnson,
the sole director, officer and stockholder of Winsonic, we issued
two million shares as an advance of the 30 million shares
described above. Notwithstanding the termination of the SPA
(described below), Mr. Johnson has retained the two million
shares, the Services Agreement remains in effect and Mr. Johnson
remains the Co-Chairman of our Board of Directors and Chief
Executive Officer.

     On December 11, 2003, the parties executed an Addendum to
the SPA, under which we agreed to acquire 51% of the equity of
Winsonic in exchange for the number of shares of our common stock
yielded by dividing the audited valuation of the 51% interest in
Winsonic by $.60 (the "Winsonic Acquisition"). We also agreed to
deliver to Winsonic an undetermined number of additional shares
of common stock as consideration for Winsonic's Verizon and Level-
3 Communications relationships and contractual agreements for a
nationwide network. Under the Addendum, Winsonic returned to the
Company's treasury 28 million of the 30 million shares previously
issued under the SPA. We delivered 10 million new shares of
common stock currently held in escrow for the benefit of Winsonic
pending the closing of our acquisition of 51% of the equity of
Winsonic. The closing of the transaction is dependent upon the
completion by April 30, 2004, as extended, of a satisfactory due
diligence review of Winsonic, an audit of Winsonic's financial
statements, and other customary closing conditions.




                            -4-





     Winsonic is a full-service broadband telecommunications and
entertainment company that designs, builds and deploys value-
added network solutions and applications. In 1994 and 1995,
Winsonic Holdings and WDCSN coordinated and integrated the very
first video telephone and video e-mail "store and forward"
application. This application was based on a Pacific Bell (now
SBC) ATM network, and implemented in partnership with Pacific
Telesis Inc., in cooperation with the Whittaker Corporation. As a
carriers' communications solutions provider, Winsonic offers
facilities-based products and services to communications
companies such as Verizon, SBC, Time Warner, MCI, Level-3, AOL,
MSN and Sony. We expect our relationship with Winsonic to enable
us to provide high-end consulting services in the areas of
programming, audio research and engineering, as well as digital
and telecommunications services for film and television.

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.

     During 2003 we also leased office space at 3407 Winona
Avenue, Burbank, California, on a month-to-month basis from an
unaffiliated third party, which arrangement was terminated.

     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 currently 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

     No matter was submitted to a vote of stockholders during the
fourth quarter of 2003.

                             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 NASD, 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, as reported
by Pink Sheets, LLC:




                            -5-





     2003                             High Bid       Low Bid
     Jan. 1 through Mar. 31            $.37          $.065
     Apr. 1 through June 30             .20            .05
     July 1 through Sept. 30            .33            .12
     Oct. 1 through Dec. 31             .81            .18

     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

     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 18, 2004, there were 56 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

     In October 2003, we sold an aggregate of 1,250,000 shares of
common stock to three accredited investors for gross proceeds of
$287,500, or $.23 per share.  We paid no commissions in
connection with these sales. 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.

     In October 2003, we issued an aggregate of 2,475,000 shares
of common stock to six employees, former employees and
consultants in lieu of services rendered valued at of $569,250,
or $.23 per share.  We received no proceeds and paid no
commissions in connection with these issuances. 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.

     In December 2003, we issued 10,000,000 shares of common
stock in the name of Winsonic Holdings, Ltd. in connection with
the execution of the Addendum to the SPA entered into between us
and Winsonic in connection with the Winsonic Acquisition.
Pursuant to the Addendum to the SPA, Winsonic returned 28,000,000
of the 30,000,000 shares of common stock we had previously issued
under the SPA, and we delivered 10,000,000 shares of  common
stock to be held in escrow pending the closing of the Winsonic
Acquisition. These shares have not been paid for and are not
deemed to be outstanding for Rule 144 purposes. We paid no
commissions in connection with this issuance. 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.

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

     General

     For the year ended December 31, 2003, ("Fiscal 2003"), we
incurred a net loss of $4,291,000 on revenues of $0.  Total
expenses for Fiscal 2003 of $4,269,000, were almost all selling,
general and administrative ("SGA") expenses, compared to a net
loss of $1,066,000 for the comparable period last year in which
we had total SGA of $847,000 and research and development
expenses of $223,000.  During Fiscal 2003, an aggregate of
5,725,000 shares of Common Stock were issued to various
individuals in exchange for their services.  The value of their
services is based on the fair market value of the Company's
Common Stock on the date of issuance.  Included in SGA for Fiscal
2003 is $1,056,750 consisting of the value of 5,725,000 shares of
Common Stock issued to employees and consultants.





                            -6-





     During the fiscal year ended December 31, 2002 ("Fiscal
2002") we recorded revenues of $26,000 from certain consumers
whose websites were maintained using our NetDVD Steam Share
technology, which agreements are no longer in effect.  During
Fiscal 2002 we also incurred $223,000 of research and development
expense in connection with our NetDVD Steam Share technology.  We
scaled back our operations in Fiscal 2003 since we did not
receive revenues from contracts we entered into previously.
Until such time as we are able to obtain additional financing, we
have taken appropriate measures to reduce our overhead.

     Material Changes in Financial Conditions

     As of December 31, 2003, we had a working capital deficit of
$400,000, compared to a deficit of $231,000 at December 31, 2002.

     As of December 31, 2003, we had cash on hand of $76.
Subsequent thereto, on March 18, 2004, a private investor loaned
us $70,000. The loan was evidenced by a 6% Convertible
Subordinated Promissory Note due March 17, 2005. This investor
subsequently converted the note into 200,000 shares of common
stock pursuant to the terms of the note.

     For Fiscal 2003, we experienced a net decrease in cash of
$4,000, which was virtually the same decrease as in Fiscal 2002.

     We cut back our operations to match our projected available
cash.  Our ability to implement our business plan is dependent
upon expanding our current revenues from sales of our products
and services, completing our acquisition of Winsonic and
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 reduce our operations, and we will not be
able to continue as a going concern.  Our independent auditors
have indicated in their audit report, dated March 9, 2004, that
there is substantial doubt about our ability to continue as a
going concern without additional financing and achieving and
maintaining profitable operations.

     For Fiscal 2003, we used in operating activities $121,000,
compared to $533,000 used in Fiscal 2002.  Our net loss of
$4,291,000 in Fiscal 2003, resulted in substantial part from the
issuance of $4,061,000 of stock based compensation.

     For Fiscal 2003, we had net cash provided by financing
activities of $80,000 in the form of a loan from an officer.  For
Fiscal 2002, we had net cash provided by financing activities of
$623,000 primarily as a result of an increase in additional paid-
in-capital.

     Continuing Operations

     Our priorities for the next twelve months of operations are
to complete the Winsonic acquisition and continue to develop and
subsequently market our products and services. We are focused on
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.




                            -7-





     Without adequate financing we will be unable to compete
successfully.  Furthermore, competitive pressures which we 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.

     Off-Balance Sheet Arrangements

     We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures
or capital resources.




































                            -8-





                          RISK FACTORS

     We are subject to various risks that may materially harm our
business, financial condition and results of operations.  These
are not the only risks and uncertainties that we face. If any of
these risks or uncertainties actually occurs, our business,
financial condition or operating results could be materially
harmed.

We have incurred significant and continuing losses and may not be
able to generate revenues to sustain our operations.

     We have experienced significant operating losses since we
were formed in April 2000. The Company incurred net losses of
approximately $4,291,000 and $1,066,000 for the years ended
December 31, 2003 and 2002, respectively, and $6,283,000 for the
period from inception through December 31, 2003, as the Company
significantly curtailed its operations due to a lack of funds.
The Company has recorded total revenues of only $25,615 since
inception.

     The Company will continue to have a high level of operating
expenses and will be required to make significant up-front
expenditures in connection with the Winsonic Acquisition and its
commencement of income-generating activities (including, but not
limited to, salaries of executive, marketing, engineering and
other personnel). The Company expects to incur additional losses
until such time as it is able to generate sufficient revenues to
finance its operations and the costs of expansion. There can be
no assurance that the Company will be able to generate such
revenues and operate profitably.

We have an immediate need for additional financing.

     The Company's has no operating funds and has been unable to
sustain its operations without funding from its Management. The
Company has an immediate need for funds in order to finance its
business operations. At December 31, 2003, the Company had a
working capital deficit of approximately $400,000 and an
accumulated deficit of approximately $6,283,000.

     Our working capital requirements in the foreseeable future
will depend on a variety of factors, including the Company's
ability to complete the Winsonic Acquisition and implement its
business plan. In the event that our plans change, our
assumptions change or prove to be inaccurate, or our cash flow
proves to be insufficient to fund our operations (due to
unanticipated expenses, delays, problems, difficulties or
otherwise), we will be required to seek additional financing
sooner than anticipated or have to curtail our activities.

     Additionally, to the extent that we incur indebtedness or
issue debt securities in connection with the Winsonic Acquisition
or any other transaction, we will be subject to risks associated
with incurring substantial indebtedness, including the risks that
interest rates may fluctuate and cash flow may be insufficient to
pay principal and interest on any such indebtedness. We have no
current arrangements with respect to, or sources of, additional
financing, and it is not anticipated that existing stockholders
will provide any portion of our future financing requirements.
There can be no assurance that additional financing will be
available to us on commercially reasonable or acceptable terms,
if at all. Our ability to obtain additional capital will be
dependent on market conditions, the national economy and other
factors outside of our control. Our failure to secure necessary
financing would have a material adverse effect on us and could
require us to delay or modify our business plan.

Qualified financial statements based on limited operations and
establishing a long-term source of revenue.

     We have incurred operating losses and negative cash flow
from operations in 2002 and 2003 and since inception as stated in
the Financial Statement which are part of this Report. Our
Accountants issued a qualified report on our financial statements
as at and for the year ended December 31, 2003. The report states
that our ability to continue as a going concern is contingent
upon the successful completion of additional financing
arrangements and our ability to achieve and maintain profitable
operations. See "Independent Auditors' Report" and "Note 7 of
Notes to Financial Statements" contained in this Report.




                            -9-





Our limited operating history subjects us to the risks of a new
business.

     The Company was organized in April 2000 and had not
commenced commercial operations until September 2000. We have a
limited operating history upon which an evaluation of our future
performance and prospects can be made. Our prospects must be
considered in light of the risks, expenses, delays, problems and
difficulties frequently encountered in the establishment of a new
business in the Internet, which is an evolving industry
characterized by intense competition.

Risks Relating to Winsonic

We have no assurance that the pending transaction with Winsonic
will be completed.

     In July 2003, we entered into a Stock Purchase Agreement
with Winsonic which provided for Winsonic to obtain 60% of the
fully diluted stock of our company. Winsonic was unable to
deliver to the Company the executed client contracts that
comprised the purchase price. In December 2003, the Stock
Purchase Agreement was superseded by the Addendum described above
under Item 1. "Description of Business."  There can be no
assurance that we will be able to obtain audited financial
statements of Winsonic, or otherwise complete the acquisition of
Winsonic. In that case all discussions in this Agreement
concerning Winsonic will be null and void. In such event, we will
be left with our existing technology from which we have derived
very limited revenues to date.

We may not be able to successfully integrate with Winsonic and
achieve the benefits expected to result from the acquisition.

     In the event that we are able to complete the acquisition of
a controlling interest in Winsonic, the acquisition will present
numerous challenges to us. These include the integration of the
operations, technologies and management of the Company and
Winsonic and special risks, including possible unanticipated
liabilities, unanticipated costs, diversion of management
attention and loss of personnel.

     We cannot assure you that we will successfully integrate or
profitably manage Winsonic's business. In addition, we cannot
assure you that, following the acquisition, our continued
business will achieve sales levels, profitability, efficiencies
or synergies that justify the acquisition or that the acquisition
will result in increased earnings for us in any future period.

We may not be able to successfully manage the combined entity.

     In the event we are able to complete the acquisition of
Winsonic and then integrate our operations, we may not be able to
successfully manage the combined operations. The combined
operations may place significant demands on the Company's
management, technical, financial and other resources. In
addition, successful integration of the Company's operations will
depend on, among other things, our ability to attract, hire and
retain skilled management and other personnel, none of which can
be assured. To manage growth effectively, we will need to
implement operational, financial and management information
systems, procedures and controls. There can be no assurance that
we will be able to manage the combined operations effectively,
and failure to do so could have a material adverse effect on the
Company's business, financial condition and/or operating results.

Potential Liabilities Associated with Winsonic.

     If we are able to acquire a majority interest in Winsonic it
may have liabilities that we did not discover or may have been
unable to discover during our pre-acquisition investigation. Any
indemnities or warranties may not fully cover such liabilities
due to their limited scope, amount or duration, the financial
limitations of the indemnitor or warrantor, or for other reasons.
Therefore, in the event we are held responsible for the foregoing
liabilities, the Company's operations may be materially adversely
affected.




                            -10-





Business Risks

Our dependence is on the Internet, a developing market.

     Our ability to derive revenues by providing online commerce
and Internet services depends, in part, upon a developed and
robust industry and the infrastructure for providing Internet
access and carrying Internet traffic. There can be no assurance
that the necessary infrastructure or complementary products will
be developed or that the Internet will become a viable commercial
marketplace in those segments which we target. Critical issues
concerning the commercial use of the Internet, including
security, reliability, cost, ease of use and access, and quality
of service, remain unresolved and may impact the growth of
Internet use. In the event that the necessary infrastructure or
complementary products are not developed or the Internet does not
become a viable commercial marketplace for our services, future
business, operating results and financial condition could be
adversely affected if we were to expend significant proceeds for
the development of our services.

We cannot predict our success because our business model is
unproven.

     Our success depends on continued growth in the use of
streaming media over the Internet. Although streaming media usage
and popularity have continued to grow, we cannot be certain that
further growth will occur in its present form, or at all.
Critical issues concerning the increased use of streaming media
over the Internet, including video and audio quality cost, ease
of access and intellectual property protection, are likely to
affect the development of the market for our services. Relatively
few companies currently offer Internet-based streaming media
products and services, and we do not believe any of those has
done so with any degree of profitability.

Our ability to attract and retain customers depends on factors we
cannot control.

     Our ability to increase the number of our customers, and our
ability to retain customers, will depend on a number of factors,
many of which are beyond our control. These factors include:

  *    Our ability to obtain financing, a commercially viable
     market developing for our products and services, our ability to
     successfully market our products and services, provide reliable
     service to and retain new customers and develop a profitable
     business.

  *    Our market is characterized by rapid technological change
     and our products and services could become obsolete or fail to
     gain market acceptance.

  The market for our services is characterized by rapid
technological advances, evolving industry standards, changes in
customer requirements and frequent new product and service
introductions and enhancements. Our industry is characterized by
frequent introduction of new products and services. In order for
us to achieve market acceptance for our products and services we
require substantial marketing efforts and the expenditure of
significant funds to creating both awareness and demand by
marketing retailers and consumers. If technologies or standards
applicable to our products or services become obsolete or fail to
gain widespread consumer acceptance and we are unable to adopt to
such changes, then our business and financial results will be
materially and adversely affected.

We depend on a data transmission infrastructure largely
maintained by third parties or subject to disruption by events
outside our control.

     Our success will depend upon the capacity, reliability and
security of the infrastructure used to carry data between our
customers and the Internet. A significant portion of that
infrastructure is owned by third parties. Accordingly, we have no
control over its quality and maintenance. Our operations also
depend on our ability to avoid damages from power losses,
telecommunications failures, network software flaws, transmission
cable cuts, fires, earthquakes, floods and similar events. The
occurrence of any of these events could interrupt our services.
The failure of the Internet backbone, our servers, or any other
link in the delivery chain, whether from operational disruption,
natural disaster or otherwise, resulting in an interruption in
our operations could have a material adverse effect on our
business and financial results.




                            -11-





We operate in an extremely competitive market and may not be able
to compete effectively.

     Our current and prospective competitors are numerous. The
Internet services business is highly competitive and there are
few significant barriers to entry. All of our established
competitors have substantially greater financial, technical,
marketing, distribution, personnel and other resources, larger
customer bases, longer operating histories, greater name
recognition and more established relationships in the industry
than we do. Our current competitors include such large companies
as Microsoft Corporation, Apple Computer, Inc., and RealNetworks,
Inc. If the marketplace for streaming media over the Internet
substantially expands and becomes commercially viable, then any
of these competitors may expand their services and seek to
dominate the marketplace preventing us from obtaining any
meaningful market share. We intend to compete on the terms of
price, customer support, technical expertise, ease of use,
variety of value added services and reliability.

We depend on our key personnel and may have difficulty attracting
and retaining the skilled employees we need to execute our growth
plans.

     Our future success depends on the continued service of our
key personnel. We do not carry key person life insurance on any
of our personnel. Given our early stage and plans for rapid
expansion, the loss of the services of any of our executive
officers or the loss of the services of other key employees could
have a material adverse effect on our business and financial
results. Our future success also depends on our ability to
attract, retain and motivate highly skilled employees,
particularly marketing, sales, engineering and technical
personnel. Competition for employees in our industry is intense.
We may not be able to retain our key employees or attract,
assimilate or retain other highly qualified employees in the
future. We expect to experience, in the future, difficulty in
hiring and retaining highly skilled employees.

Unauthorized use of our intellectual property by third parties
may adversely affect our business.

     We regard our copyrights, service marks, trademarks, patent
applications, trade secrets, know-how and other intellectual
property as critical to our success. Unauthorized use of our
intellectual property by third parties may adversely affect our
business and our reputation. We have filed patent and trademark
applications and rely on trademark, patent and copyright law,
trade secret protection and confidentiality and/or license
agreements with our employees, customers, partners and others to
protect our intellectual property rights. Despite our
precautions, it may be possible for third parties to obtain and
use our intellectual property without authorization. Furthermore,
the validity, enforceability and scope of protection of
intellectual property in Internet-related industries is uncertain
and still evolving. The laws of some foreign countries are
uncertain or do not protect intellectual property rights to the
same extent as do the laws of the United States.

Defending against intellectual property infringement claims could
be time consuming and expensive and, if we are not successful,
could subject us to significant damages and disrupt our business.

     We cannot be certain that our products and services do not
or will not infringe valid patents, copyrights or other
intellectual property rights held by third parties. We may be
subject to legal proceedings and claims from time to time
relating to the intellectual property of others in the ordinary
course of business. We may incur substantial expenses in
defending against these third-party infringement claims,
regardless of their merit. Successful infringement claims against
us may result in substantial monetary liability or may materially
disrupt the conduct of our business.

Absence of dividends.

     We have never paid any dividends on shares of our Common
Stock and do not anticipate that we will pay dividends in the
foreseeable future. We intend to apply any earnings to fund the
development of our business.




                            -12-





Our dependence on limited number of clients increases the risk of
loss of a client.

     It is anticipated that our initial commercial operations
will largely depend upon our relationship with a small number of
clients. The termination of business by any of our initial
clients will generally be expected to have a material adverse
effect on our operations. Our client relationships will generally
be subject to termination by either party without cause on short
notice.

Our management has the ability to control almost all matters.

     Winston Johnson, Jon Jannotta and Nana Yalley, our Chairman
and CEO, President and Executive Vice President, respectively,
and their affiliates and other officers, directors and affiliates
of the Company currently own beneficially approximately 44% of
the Company's shares of Common Stock.  Therefore, these stockholders
will have the ability to elect all of our directors and to control
the outcome of all other issues submitted to our stockholders.

You may expect difficulty of trading and obtaining quotations for
common stock.

     Our Common Stock is currently quoted on the NASD's
Electronic Bulletin Board (OTCBB) under the symbol "MEDE." As a
result of trading in the over-the-counter market, an investor
would likely find it more difficult to dispose of, or to obtain
quotations as to the price of the Common Stock.

Penny Stock regulation is expected to adversely affect the market
for the Company's securities.

     The trading of the our Common Stock is currently subject to
Rule 15g-9 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), as amended for non-Nasdaq and non-exchange
listed securities. Under such rule, brokers-dealers who recommend
such securities to persons other than established customers and
accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's
written agreement to a transaction prior to sale. Securities are
exempt from this rule if the market price is at least $5.00 per
share.

     The Commission has adopted regulations that generally define
a "penny stock" to be an equity security that has a market price
of less than $5.00 per share or an exercise price of less than
$5.00 per share subject to certain exceptions. Such exceptions
include equity securities listed on Nasdaq and equity securities
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for
more than three years, or (ii) net tangible assets of at least
$5,000,000, if such issuer has been in continuous operation for
less than three years, or (iii) average revenue of at least
$6,000,000 for the preceding three years. Unless an exception is
available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a risk disclosure
schedule explaining the penny stock market and the risks
associated therewith.

     Our Common Stock is currently a penny stock as defined in
the Exchange Act and as such, the market liquidity for the Common
Stock is limited to the ability of broker-dealers to sell Common
Stock in compliance with the above-mentioned disclosure
requirements .

Preferred stock may act as an anti-takeover device.

     We are authorized to issue 5,000,000 shares of preferred
stock, $.001 par value. The Company has 1,550 shares of Series A
Convertible Preferred Stock issued and outstanding and
convertible into an aggregate of 258,339 shares of Common Stock.
The preferred stock may be issued in series from time to time
with such designations, rights, preferences and limitations as
our Board of Directors may determine by resolution. Unless the
nature of a particular transaction and applicable statutes
require such approval, the Board of Directors has the authority
to issue these shares without stockholder approval. The potential
exists, therefore, that preferred stock might be issued which
would grant dividend preferences, liquidation preferences, voting
and other rights to preferred stockholders over common
stockholders or, subject to approval of the holders of the
Preferred Stock. The issuance of preferred stock may have the effect of
delaying or preventing a change in control of the Company without
any further action by stockholders.




                            -13-





Shares Eligible For Future Sale

     Of the shares of the Company's Common Stock outstanding,
approximately 13,141,000 are "restricted securities," as that
term is defined in the Securities Act, and may be sold in
compliance with the provisions of Rule 144 of the Securities Act.
This is exclusive of the 10 million shares currently held in
escrow pending the completion of the Winsonic Acquisition.

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.

Item 8A.   Controls and Procedures.

     Our management, with the participation of our Chief
Executive Officer (our principal executive and financial
officer), evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934), as of December 31, 2003.
Based on that evaluation, our Chief Executive Officer concluded
that our disclosure controls and procedures were effective as of
that date.

                            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 or consulting agreement. Our
directors and executive officers are as follows:

     Name            Age    Principal Positions and Offices with our Company
 -----------------  -----   ------------------------------------------------
 Winston Johnson     44     Co-Chairman of the Board and Chief
                            Executive Officer

 Jon J. Jannotta     55     Co-Chairman of the Board and President

 Nana Yalley         43     Executive Vice President and Vice
                            Chairman of the Board

     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.

     Winston Johnson has been the Co-Chairman of the Board and
Chief Executive Officer of the Company since December 2003. Mr.
Johnson founded Winsonic Holdings, Ltd. in 2002, as a successor
to a company he founded in 1996, and has been its Chairman of the
Board and controlling stockholder since then. Mr. Johnson, who
started in the music, computer science, and communications
industries in the 1970s, pioneered technological innovations in
music, computer and sound engineering such as the Winsonic
Process. The Winsonic Process, a digital compression technology
that produces a superior sounding product, has been used to
enable record and film companies to record and distribute high-
end voice, data, text, audio and video files throughout the
world. Mr. Johnson is also Los Angeles Center Studios'
Entertainment Industry Broadband Initiative co-founder and
Technology Group Chairman, and Co-founder of UBNetworks, a
competitive local exchange carrier and national backbone provider
that he helped to take public in 2000.




                            -14-





     Jon J. Jannotta has been a director since April 2000,
Executive Vice President from April 2000 until December 2003 and
since then our Co-Chairman of the Board and President. Mr.
Jannotta is a licensed architect and general contractor. Since
January 1997, Mr. Jannotta has been a principal and director of
Jon J. Jannotta Architects-Planners, Inc. Mr. Jannotta has
experience in the practice of architecture, the construction
industry and urban development, and general business
administration.

     Nana Yalley has been a director since January 2002; Chief
Information Officer from September 2001 until December 2003 and
Executive Vice President and Vice Chairman of the Board since
December 2003. From September 1999 to September 2001, Mr. Yalley
was the chief executive officer of Nexcode Inc., which he co-
founded. We acquired Nexcode in August 2001. From February 1997
to September 1999, Mr. Yalley was the chief executive officer of
Allnet Broadcasting.com Inc., a producer of digital video and
audio compression and encryption (software and/or hardware). Mr.
Yalley has more than 15 years of experience in the music and
technology industries, having worked as a music composer and
producer as well as an audio engineer and sound effects designer
for film and television. Mr. Yalley designed metronome-based midi
controller software for live music performers, and he built and
operated a custom recording studio. He is a co-developer of
Nexcode's NetDVD technology.

     Directors

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

     Board Committees

     We currently have no audit, compensation or nominating
committee or other board committee performing equivalent
functions. Currently, the entire board of directors participates
in discussions concerning executive officer compensation. Our
board of directors has determined that none of its members is an
audit committee financial expert within the meaning of paragraph
(e)(2) of Item 401 of Regulation S-B. There has been no material
change to the procedures by which stockholders may recommend
nominees to our board of directors.

     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, 2003, except the
following: Jon Jannotta filed two late Form 4's on July 16, 2003
and October 31, 2003 for the acquisition of shares.

     Code of Ethics

     We have adopted a Code of Business Conduct and Ethics
designed to comply with Item 406 of Regulation S-B. A copy of our
Code of Business Conduct and Ethics is filed as an exhibit to
this report.




                            -15-





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, 2003, 2002 and 2001 by those
persons who served as chief executive officer during our 2003
fiscal year and each of our other executive officers who earned
compensation in excess of $100,000 during the year ended December
31, 2003.

                   Summary Compensation Table

                                     Annual Compensation
                                  -----------------------------
     Name and
 Principal Position      Year                 Salary
---------------------------------------------------------------

Winston Johnson          2003                 $-0-
CEO                      2002                    -
                         2001                    -

Benedict L. Paglia       2003                  -0-
Acting CEO(1)            2002              155,904 (2)
                         2001               98,400 (3)

Roger F. Paglia(4)       2003                  -0-
CEO                      2002              194,880 (5)
                         2001              123,000 (6)

Jon Jannotta             2003              155,904
Executive VP             2002              155,904 (7)
                         2001               98,400 (8)

(1)  Benedict L. Paglia was our acting Chief Executive Officer
     from February 6, 2003 through July 2003.

(2)  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.

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

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

(5)  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.

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

(7)  Consists of  $15,000 paid in cash, $60,264 paid in stock and
     $80,640 accrued and unpaid as of April 15, 2003, which amount was
     subsequently converted into common stock.

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


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

     In October 2002, our stockholders approved our 2002 Employee
Stock Incentive Plan. Our executive officers are eligible to
receive awards under this plan.  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, 2003. In addition, none of
such named executive officers held options to purchase shares of
our common stock at the end of our 2003 fiscal year.




                            -16-





     Employment Agreements

     Effective October 1, 2001, the company entered into
Employment Agreements with Roger Paglia, Benedict Paglia and Jon
Jannotta. The term of each of these agreements, each of which was
cancelled in 2003, was 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's and Jon Jannotta'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 insurance, none of
which have been paid, accrued or otherwise provided to any such
person at any time.

     Roger Paglia resigned from all positions with the Company
effective February 6, 2003, and Benedict Paglia resigned from all
positions with the Company effective July 31, 2003.

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 23, 2004, on which date there were 23,584,622 shares
outstanding (not including 10 million shares held in escrow for
the Winsonic Acquisition), 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.




                            -17-







                                                       Percentage of
                               Amount and Nature       Outstanding
Name and Address           of Beneficial Ownership     Shares Owned
-----------------------    -----------------------    ---------------

Winston Johnson                  2,000,000 (1)              8.5%

Jon J. Jannotta                  5,861,158                 24.9%

Nana Yalley                      2,429,988                 10.3%

Benedict L. Paglia                 225,314 (2)               *

Roger F. Paglia                        -0- (3)               *

All current directors and       10,291,146                 43.6%
executive
officers as a group (3 persons)
----------
* Represents less than 1%.

  (1)  These 2 million shares were issued pursuant to a Services
       Agreement entered into in July 2003 with the Company.  Does not
       include 10 million Shares currently held in escrow for Winsonic
       Holdings, Ltd., of which Mr. Johnson is the controlling
       shareholder, pending the completion of the Winsonic Acquisition.
       See Item 1. "Description of Business."

  (2)  The information with respect to shares beneficially owned by
       Benedict L. Paglia is as of July 31, 2003. We have not received
       information from Mr. Paglia as to his beneficial ownership. The
       information is based on filings under Section 16 of the
       Securities Exchange Act of 1934 and our records.

  (3)  The information with respect to shares beneficially owned by
       Roger F. Paglia is as of February 6, 2003. We have not received
       information from Mr. Paglia as to his beneficial ownership. The
       information is based on filings under Section 16 of the
       Securities Exchange Act of 1934 and our records.




















                            -18-





     The following table summarizes information with respect to
options under our equity compensation plans as of December 31,
2003:

                   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                       compensation
                                                     plans
                                                  (excluding
                                                  securities
                                                 reflected in
                                                  column (a))
                      (a)            (b)              (c)
                 -------------  -------------  -----------------

Equity                -0-             -0-             -0-
compensation
plans approved
by security
holders

Equity                -0-             -0-             -0-
compensation
plans not
approved by
security
holders
                 -------------  -------------  -----------------
Total                 -0-             -0-             -0-

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 and the Addendum to the SPA between us and
Winsonic in connection with the Winsonic Acquisition, which is
discussed in the "Agreement with Winsonic and Description of
Winsonic" subsection of Item 1 of this report.

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

     (a)  Exhibits.

   Exhibit  Description
     No.
  --------  ------------------------------------------------------
     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.*
     10.1   Form of Employment Agreement entered into with
            each of Roger Paglia, Jon Jannotta, Benedict
            Paglia, and Bernard Grossman on October 1, 2001.*
     10.2   Service Agreement dated as of July 18, 2003 by and
            between Media and Entertainment.com, Inc. and
            Winsonic Holdings, Ltd.**
     10.3   Stock Purchase Agreement dated as of July 18, 2003, by
            and between Media and Entertainment.com, Inc., and
            Winsonic Holdings, Ltd. **
     10.4   Addendum to the Existing Agreement between Media
            and Entertainment.com, Inc. and Winsonic Holdings,
            Ltd., dated December 11, 2003.**
     10.5   Amendment Agreement between Media and
            Entertainment.com, Inc. and Winsonic Holdings,
            Ltd., dated January 27, 2004.**
     10.6   Amendment Agreement between Media and
            Entertainment.com, Inc. and Winsonic Holdings,
            Ltd., dated March 29, 2004.**
     14.1   Code of Business Conduct and Ethics.**




                            -19-




   Exhibit  Description
     No.
  --------  ------------------------------------------------------
     21.1   List of subsidiaries of Registrant.**
     31.1   Certification of the Chief Executive Officer
            required by Rule 13a-14(a) or Rule 15d-14(a)**
     31.2   Certification of the Chief Financial Officer
            required by Rule 13a-14(a) or Rule 15d-14(a)**
     32.1   Certification of the Chief Executive Officer
            required by Rule 13a-14(b) or Rule 15d-14(b) and
            18 U.S.C. 1350**
     32.2   Certification of the Chief Financial Officer
            required by Rule 13a-14(b) or Rule 15d-14(b) and
            18 U.S.C. 1350**

     *    Previously filed. See Exhibit Index.
    **    Filed herewith.

     (b)  Reports on Form 8-K.

     None.

Item 14.   Principal Accountant Fees and Services.

     The aggregate fees billed by our independent auditors,
Chavez & Koch, Business Consultants and CPA's, Ltd., for each of
our last two fiscal years are as follows:

                         2003       2002
                       ---------  ---------
Audit Fees             $  9,300   $  9,300

Audit-Related Fees     $    -0-   $    -0-

Tax Fees               $    -0-   $    -0-

All Other Fees         $    -0-   $    -0-

     We do not have audit committee pre-approval policies and
procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X.













                            -19-





















                  MEDIA AND ENTERTAINMENT.COM, INC.

                    (A DEVELOPMENT STAGE COMPANY)

                    AUDITED FINANCIAL STATEMENTS

        FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 & 2002



























                            -page-








                              CONTENTS


INDEPENDENT AUDITORS' REPORT


FINANCIAL STATEMENTS:

     Balance Sheets                                                1

     Statements of Operations and Accumulated Deficit              2

     Statements of Changes in Stockholders' Equity (Deficit)     3-5

     Statements of Cash Flows                                      6


NOTES TO FINANCIAL STATEMENTS:                                 7- 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) (a Nevada
corporation) as of December 31, 2003 and 2002 and the statements of
operations and accumulated deficit and cash flows for the years then
ended and from April 27, 2000 (date of inception) to December 31,
2003 and the statement of changes in stockholders' equity from April
27, 2000 (date of inception) to December 31, 2003.  These financial
statements are the responsibility of Media And Entertainment.com,
Inc.'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 audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Media And
Entertainment.com, Inc. as of December 31, 2003 and 2002 and the
result of its operations, accumulated deficit, other comprehensive
income, its cash flows and changes in stockholders' equity for the
years ended December 31, 2003 and 2002 and from April 27, 2000 (date
of inception) to December 31, 2003, in conformity 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 7 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
8.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




                              Chavez & Koch, CPA's

March 29, 2004
Henderson, Nevada




                            -page-






                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEETS
                     AS OF DECEMBER 31, 2003 & 2002

                                                        12/31/03     12/31/02
                          ASSETS                      -----------  -----------
ASSETS:

 Current assets:
   Cash                                                 $      76    $  4,543
   Accounts receivable                                          -       8,375
                                                      -----------  -----------
   Total current assets                                        76      12,918
                                                      -----------  -----------
 Fixed assets:
   Computer Equipment                                      97,926      97,926
   Software                                                 1,388       1,388
   Less: Accumulated depreciation                         (34,175)    (12,817)
                                                      -----------  -----------
    Total fixed assets                                     65,139      86,497
                                                      -----------  -----------
 Other assets:
   Officer's salary advance                                     -      37,000
   Refundable deposits                                          -       2,760
                                                      -----------  -----------
    Total other assets                                          -      39,760
                                                      -----------  -----------
TOTAL ASSETS                                            $  65,215   $ 139,175
                                                      ===========  ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

 Current liabilities:
   Accounts payable                                     $ 130,582   $  68,047
   Accrued expenses                                        29,706      17,012
   Payroll tax liabilities                                 18,663      17,733
   Loans payable - officer, director &
   shareholder                                            221,132     141,559
                                                      -----------  -----------
    Total current liabilities                             400,083     244,351
                                                      -----------  -----------

TOTAL LIABILITIES                                         400,083     244,351
                                                      -----------  -----------

Stockholders' equity:

Convertible preferred stock, $0.001 par value 5,000,000
 shares authorized, 1,550 shares issued and
 outstanding at 12/31/03 and 12/31/02                           2           2

Additional paid-in capital - Convertible
  preferred stock                                         132,848     132,848

Paid-in capital - Stock warrants                           22,150      22,150

Common stock, $0.001 par value, 50,000,000 shares
 authorized, 31,225,635 and 15,500,635 shares issued and
 outstanding at 12/31/03 and 12/31/02, respectively        31,225      15,500

Additional paid-in capital - Common stock              11,761,699   4,720,674

Stock subscriptions                                    (6,000,000) (3,004,281)

Accumulated (deficit) during
 development stage                                     (6,282,792) (1,992,069)
                                                      -----------  -----------
    Total stockholders' equity                           (334,868)   (105,176)
                                                      -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS'                     $  65,215   $ 139,175
EQUITY                                                ===========  ===========




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







                                 F-1-







                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
             FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 & 2002
                 AND FROM INCEPTION TO DECEMBER 31, 2003



                                   Twelve months ended          Inception to
                                 ---------------------------   --------------
                                   12/31/2003    12/31/2002      12/31/2003
                                 -------------  ------------   --------------

REVENUE                          $         -     $  25,615       $   25,615

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

GROSS PROFIT                               -        25,615          25,615
                                 -------------  ------------   --------------
EXPENSES:
 Selling, general and
 administrative                    4,247,970       279,497       5,056,200
 Selling, general and
 administrative, related party             -       567,023         552,892
 Depreciation expense                 21,358        11,918          34,175
                                 -------------  ------------   --------------
   Total expenses                  4,269,328       858,438       5,643,267
                                 -------------  ------------   --------------
OPERATING INCOME (LOSS)           (4,269,328)     (832,823)     (5,617,652)
                                 -------------  ------------   --------------
OTHER INCOME/(EXPENSES):
 Research and development
 expense                             (33,032)     (223,441)       (662,473)
 Interest expense                     (9,987)       (4,329)        (27,010)
 Interest Income                           -            12              12
 Other Income                         24,331             -          24,331
   Total other                   -------------  ------------   --------------
   income/(expenses)                 (21,395)     (233,416)       (665,140)
                                 -------------  ------------   --------------

NET ORDINARY INCOME (LOSS)       $(4,290,723)  $(1,066,239)    $(6,282,792)
                                 -------------  ------------   --------------

Accumulated Deficit, beginning
of period                         (1,992,069)     (925,830)              -

                                 =============  ============   ==============

Accumulated Deficit, end of      $(6,282,792)  $(1,992,069)    $(6,282,792)
period                           =============  ============   ==============

Basic weighted average number of
 common shares outstanding        17,721,868    11,673,258      10,516,469
                                 =============  ============   ==============

Net loss per basic share         $      0.24    $     0.09     $      0.60
                                 =============  ============   ==============

Net loss per diluted share       $      0.24    $     0.09     $      0.60
                                 =============  ============   ==============


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




                                 F-2-




                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                         AS OF DECEMBER 31, 2003


<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
May 3, 2000          -     $      -    $      -      $     -   3,250,000   $ 3,250  $  5,250  $        -    $      -   $   8,500

Issued for cash
November 7, 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)          -           -

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

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

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

Issued for services
August 8, 2001       -            -           -            -     100,000       100    29,900     (30,000)          -           -
August 23, 2001      -            -           -            -     200,000       200    49,800     (50,000)          -           -
September 1, 2001    -            -           -            -     500,000       500   124,500    (125,000)          -           -
September 5, 2001    -            -           -            -      50,000        50    14,172     (14,222)          -           -
September 11, 2001   -            -           -            -     200,000       200    56,692     (56,892)          -           -

Issued for stock awards
October 5, 2001      -            -           -            -     500,000       500   154,500    (155,000)          -           -
October 15, 2001     -            -           -            -      50,000        50    17,450     (17,500)          -           -
October 25, 2001     -            -           -            -      10,000        10     5,990      (6,000)          -           -

Issued for services
December 10, 2001    -            -           -            -      12,500        13     5,237      (5,250)          -           -

Issued for stock awards
December 20, 2001    -            -           -            -      50,000        50    20,950     (21,000)          -           -

Issued for services
December 21, 2001    -            -           -            -      25,000        25    10,225     (10,250)          -           -

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    -     $      -     $      -      $     -  9,574,250   $ 9,575 $1,566,889  $(756,220)   $(925,830)  $(105,586)
                =========  ==========  ============= ======== ==========  ========= ========  ============  ===========  ==========


</TABLE>


      The accompanying independent auditors' report and notes to financial
     statements should be read in conjunction with this Statement of Changes
                   in Stockholders' Equity (Deficit)






                                 F-3-






                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                         AS OF DECEMBER 31, 2003


<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 services
January 8, 2002       -            -            -          -     150,000       150    91,350    (91,500)           -         -
February 7, 2002      -            -            -          -      40,000        40    15,960    (16,000)           -         -
February 22, 2002     -            -            -          -      20,000        20      8580     (8,600)           -         -

Issued for cash
March 31, 2002        -            -            -          -     120,969       120    37,380          -            -    37,500

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

Issued for cash
April 9, 2002         -            -            -          -     142,646       143    44,077          -            -    44,220

Issued for services
April 17, 2002        -            -            -          -      50,000        50    17,450    (17,500)           -         -
April 29, 2002        -            -            -          -     100,000       100    33,900    (34,000)           -         -

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

Issued for services
May 31, 2002          -            -            -          -     515,000       515   241,535   (242,050)           -         -

Issued for cash
June 9, 2002          -            -            -          -     855,405       855   264,319          -            -    265,174

Issued for cash
July 1, 2002          -            -            -          -     150,000       150    46,350          -            -     46,500

Issued for services
July 9, 2002          -            -            -          -     500,000       500   414,500   (415,000)           -          -
September 19, 2002  100            -        8,571      1,429           -         -         -          -            -     10,000

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

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 services
November 21, 2002     -            -            -          -   2,837,365     2,837  1,756,329 (1,759,166)          -          -
November 22, 2002     -            -            -          -     175,000       175    101,325   (101,500)          -          -

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

Net income (loss)
December 31, 2002     -            -            -          -           -         -          -          -  (1,066,239)(1,066,239)
                ---------  ---------- ------------- -------- ----------  --------- -------- ------------ -----------  ----------
</TABLE>



      The accompanying independent auditors' report and notes to financial
     statements should be read in conjunction with this Statement of Changes
                   in Stockholders' Equity (Deficit)





                                 F-4-





                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                         AS OF DECEMBER 31, 2003


<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>
Balance at
December 31, 2002   1,550          2     132,848     22,150  15,500,635   15,500  4,720,674  (3,004,281) (1,992,069)  (105,176)

Issued for services
July 18, 2003           -          -           -          -   2,000,000    2,000    198,000    (200,000)          -          -
October 1, 2003         -          -           -          -   3,500,000    3,500    801,500    (805,000)          -          -
October 2, 2003         -          -           -          -     225,000      225     51,525     (51,750)          -          -
December 17, 2003       -          -           -          -  10,000,000   10,000  5,990,000  (6,000,000)          -          -

Future services received
December 31, 2003       -          -           -          -           -        -          -   4,061,031           -  4,061,031

Net income (loss)
December 31, 2003       -          -           -          -           -        -          -           -  (4,290,723)(4,290,723)
                ---------  ---------- ------------- -------- ----------  --------- -------- ------------ -----------  ----------
Balance at
December 31, 2003   1,550         $2    $132,848    $22,150  31,225,635  $31,225 $11,761,699 $(6,000,000)$(6,282,792)$(334,868)

</TABLE>





      The accompanying independent auditors' report and notes to financial
     statements should be read in conjunction with this Statement of Changes
                   in Stockholders' Equity (Deficit)







                                 F-5-





                     MEDIA AND ENTERTAINMENT.COM, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
             FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 & 2002
                 AND FROM INCEPTION TO DECEMBER 31, 2003


<TABLE>
<CAPTION>

                                              Twelve months ended          Inception to
                                            ---------------------------   --------------
                                              12/31/2003    12/31/2002      12/31/2003
                                            -------------  ------------   --------------
<S>                                                <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                   $ (4,290,723)  $ (1,066,239)  $ (6,282,792)
Adjustments to reconcile net loss
to net cash provided by operations:
  Stock based compensation                     4,061,031        437,255      4,907,580
  Nexcode acquisition                                  -              -        406,000
  Depreciation                                    21,358         11,918         34,175
  (Increase) / Decrease in:
    Accounts receivable                            8,375         (8,375)             -
    Deposits                                       2,760         (2,050)             -
  Increase / (Decrease) in:
    Accounts payable                              62,535         60,209        130,582
    Accrued expenses                              12,694         17,012         29,706
    Accrued payroll tax expense                      930         17,733         18,663
                                            -------------  ------------   --------------
Net cash provided by operating activities       (121,040)      (532,537)      (756,086)
                                            -------------  ------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of fixed assets                              -        (89,759)       (99,314)
 Loan to officer, director & shareholder          37,000          3,000              -
                                            -------------  ------------   --------------
Net cash used in investing activities             37,000        (86,759)       (99,314)
                                            -------------  ------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                              -          1,696          6,646
 Increase in additional paid-in capital                -        627,698        627,698
 Loans from shareholders                          79,573         (6,152)       221,132
                                            -------------  ------------   --------------
Net cash provided by financing activities         79,573        623,242        855,476
                                            -------------  ------------   --------------

NET INCREASE (DECREASE) IN CASH                   (4,467)         3,946             76

CASH, BEGINNING OF PERIOD                          4,543            597              -
                                            -------------  ------------   --------------

CASH, END OF PERIOD                         $         76   $      4,543   $         76
                                            =============  ============   ==============
SUPPLEMENTARY INFORMATION:
 Interest paid                              $          -   $          -   $      4,329
                                            =============  ============   ==============
 Income taxes paid                          $          -   $          -   $          -
                                            =============  ============   ==============


</TABLE>

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






                                 F-6-






                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2003



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 And Entertainment.com, Inc. 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.   The  Company's  management   believes
     (based  on their knowledge of the industry) that their  software
     is  able to compete in the marketplace with virtually all  other
     companies.

     The  Company currently has minimal operations and in  accordance
     with  SFAS  #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 6.

     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-



                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


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
     EPS was 17,721,868 and 11,673,258 for the periods ended December
     31,  2003  and  2002, 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, 2003 and 2002, 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,  2003  and
     December 31, 2002 was $21,358 and $11,918, 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, 2003 and
     2002.




                                 F-8-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Revenue Recognition

The financial statements of Media And Entertainment.com,
Inc. have been prepared on the accrual basis.  Revenues are
recognized when earned and expenses are recognized in the
period incurred.  The fiscal year end is December 31.

Recently Issued Accounting Pronouncements

In June 2002, the FASB issued Financial Accounting Standards
Statement No. 146 "Accounting for Costs Associated with Exit
or Disposal Activities".  The Statement addresses financial
accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force
Issue No. 94-3 and is effective for exit or disposal
activities initiated after December 31, 2002.  The Company
does not expect SFAS 146 to have material impact on its
financial statements.

In December 2002, the FASB issued Financial Accounting
Standards Statement No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure".  The Statement
provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for
stock-based employee compensation. The provisions of SFAS
148 are effective for fiscal years ending after December 15,
2002. The Company does not expect SFAS 148 to have material
impact on its financial statements.

In April 2003, the FASB issued Financial Accounting
Standards Statement No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." The
Statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain
derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities. The
provisions of SFAS 149 are effective for contracts entered
into or modified after June 30, 2003. The Company does not
expect SFAS 149 to have material impact on its financial
statements.

In May 2003, the FASB issued Financial Accounting Standards
Statement No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and
Equity." The Statement establishes standards for how an
issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that
is within its scope as a liability (or an asset in some
circumstances). The provisions of SFAS 150 are effective for
financial instruments entered into or modified after May 31,
2003. The Company does not expect SFAS 150 to have material
impact on its financial statements.




                                 F-9-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - 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 50,000,000 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.

     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.

     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
     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.





                                 F-10-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

     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  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 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.

          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





                                 F-11-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - 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.

     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  100,000 shares  of  common  stock  to
          another  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
          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.




                                 F-12-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

          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.

     In  December 2001, 37,500 shares of common stock were issued  to
     two  individuals in exchange for future services.  The value  of
     the  services is based on the fair market value of the Company's
     stock on the date of issuance.

     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
          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.






                                 F-13-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

          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 $77,500.
          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.

          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 $77,500.  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.

          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.

          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





                                 F-14-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

          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.

     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  $403,600  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

     From  March  14  through  June 11, 2002,  the  Company  sold  an
     aggregate  of 1,389,020 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.

     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:




                                 F-15-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

          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.

     During  2002,  4,387,365 shares of common stock were  issued  to
     individuals in exchange for future services.  The value  of  the
     services  is  based on the fair market value  of  the  Company's
     stock on the date of issuance.

     During  2003, 15,725,000 shares of common stock were  issued  to
     individuals in exchange for future services.  The value  of  the
     services  is  based on the fair market value  of  the  Company's
     stock on the date of issuance.

     As  of  December 31, 2003 a total of 22,006,865 shares of common
     stock  have  been  issued  in exchange for  services  valued  at
     $10,658,555 of which $4,734,055 has been provided and expensed.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Officer's  compensation in the amounts of $0  and  $567,023  was
     included in general and administrative expenses, related  party,
     as of December 31, 2003 and 2002, respectively.





                                 F-16-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

     As of December 31, 2002, the Company had a salary advance to the
     prior  president of the Company in the amount of $37,000.   This
     advance occurred prior to the passing of the Sarbanes-Oxley  Act
     of 2002. During the period ending December 31, 2003, the Company
     expensed the entire amount.

     The Company received two loans with current balances of $36,419
     and $184,713 from two shareholders, each bearing interest
     annually at 7%, in accordance with loan agreements that the
     Company had executed with both lenders, respectively.  For the
     period from inception to December 30, 2003, the Company had
     accrued interest expense of $29,706 related to these notes.


NOTE 5 - MATERIAL CONTRACTS/AGREEMENTS

     On July 18, 2003, Media And Entertainment.com Inc. executed a
     Stock Purchase Agreement (the "SPA") and a Services Agreement
     with Winsonic Holdings, Ltd. ("Winsonics").  Winsonics is a
     privately held California corporation whose predecessor was
     founded in 1996 to create a new global communications
     infrastructure for the delivery of converged communications
     services, e.g., voice, data, video, audio, streaming media and
     broadcast content over protocol independent multi-layered
     communications systems, known as Winsonic Digital Cable Systems
     Network.  As a carriers' communications solutions provider,
     Winsonics offers facilities based products and services to
     communications companies such as Verizon, SBC, Time Warner, MCI,
     Level 3, AOL, MSN and Sony.

     Pursuant to the SPA, the Company planned to issue 30 million
     shares of its Common Stock valued at $.10 per share (the
     "Purchase Price"), which was equal to 150% of the fair market
     value of their common stock of $.07 per share when negotiations
     commenced.  The Purchase Price would equal a fully diluted 60%
     of the total number of shares issued and outstanding giving
     effect to the issuance.  All but 2 million of the shares (issued
     under the Services Agreement) should be held in escrow until
     earned.  The Purchase Price is payable by Winsonics' transfer to
     the Company of listed contracts with an agreed upon price of at
     least $3 million.  The 28 million shares would be released from
     escrow upon recognition of at least 50% (or $1.5 million)
     derived from the listed contracts.

     Under the SPA, Winston Johnson, founder and sole shareholder  of
     Winsonics,   was  elected  Chairman  and  CEO   of   Media   and
     Entertainment.com,  Inc.   In  addition,  under  the  five  year
     Services Agreement, Winston Johnson is providing services to the
     Company  in exchange for 2 million shares of their common  stock
     which  was  to  be an advance of the 30 million  share  Purchase
     Price.   Under the Services Agreement, Mr. Johnson is  providing
     non-exclusive electronic access from Winsonic's pressed  digital
     audio,  video,  data  transmission and storage  systems  to  the
     Winsonic  Digital  Cable Systems Network  ("WDSCSN")  nationwide
     networks via optical circuits having bandwidth of at least OC-12
     or greater.





                                 F-17-





                  MEDIA AND ENTERTAINMENT.COM, INC.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      AS OF DECEMBER 31, 2003


NOTE 5 - MATERIAL CONTRACTS/AGREEMENTS (CONTINUED)

     On  December  11,  2003, Media And Entertainment.com,  Inc.  and
     Winsonic Holdings, Ltd. executed an addendum to the SPA  whereby
     the  28  million shares held in escrow were returned to treasury
     and  replaced with 10 million shares of common stock  placed  in
     escrow and valued at $.60 per share. Upon completion and release
     of the audited financial statements of  Winsonic Holdings, Ltd.,
     execution of the definitive stock purchase agreement, completion
     of   due   diligence,  and  satisfaction  of  customary  closing
     conditions,    the   Board   of   Directors   of    Media    And
     Entertainment.com, Inc. will release the shares out of escrow.


NOTE 6 - SUMMARY OF NON-CASH TRANSACTIONS

     In 2003, the Company amortized $4,061,031 of stock subscriptions
     which   is  included  as  part  of  general  and  administrative
     expenses.


NOTE 7 - 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,  2003,  the  Company  had
     recognized  $25,615  of  revenues to date  and  had  accumulated
     losses   of  approximately  $6,282,792  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 8 - RECLASSIFICATIONS

     Certain reclassifications have been made to the December 31,
     2002 amounts to conform with the December 31, 2003 financial
     statements presentation.  These reclassifications had no effect
     on net earnings.  Other reclassifications have been made to
     describe the accounts more appropriately.










                                 F-18-





                           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.



                                   By:  /s/ Winston Johnson
                                        ----------------------
                                        Winston Johnson
                                        Chief Executive Officer


                                   Date: March 24, 2004

     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/ Winston Johnson    Principal Executive,    March 24, 2004
-------------------    Financial and
   Winston Johnson     Accounting Officer
                       and Director

                                               March 29, 2004
/s/ Jon J. Jannotta
-------------------
  Jon J. Jannotta      Co-Chairman of the
                      Board, President and
                            Director

/s/ Nana Yalley
------------------      Executive Vice         March 29, 2004
    Nana Yalley         President, Vice
                        Chairman of the
                       Board and Director












                                 -page-






                Media and Entertainment.com, Inc.

              Annual Report on Form 10-KSB for the
                  Year Ended December 31, 2003

                          EXHIBIT INDEX

Exhibit   Description
No.
-------  --------------------------------------------------------
3.1     Articles of Incorporation of Media and
        Entertainment.com, Inc., dated April 27, 2000, as
        amended through October 17, 2002 (incorporated herein by
        reference from Exhibit 3.1 to the Registrant's Annual
        Report on Form 10-KSB, filed on April 15, 2003).
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 (incorporated herein by
        reference from Exhibit 10.1 to the Registrant's Annual
        Report on Form 10-KSB, filed on April 15, 2003).
10.2    Service Agreement dated as of July 18, 2003 by and
        between Media and Entertainment.com, Inc. and Winsonic
        Holdings, Ltd.
10.3    Stock Purchase Agreement dated as of July 18, 2003, by
        and between Media and Entertainment.com, Inc., and
        Winsonic Holdings, Ltd. **
10.4    Addendum to the Existing Agreement between Media and
        Entertainment.com, Inc. and Winsonic Holdings, Ltd.,
        dated December 11, 2003.
10.5    Amendment Agreement between Media and Entertainment.com,
        Inc. and Winsonic Holdings, Ltd., dated January 27,
        2004.
10.6    Amendment Agreement between Media and Entertainment.com,
        Inc. and Winsonic Holdings, Ltd., dated March 29, 2004.
14.1    Code of Business Conduct and Ethics
21.1    List of subsidiaries of Registrant.
31.1    Certification of the Chief Executive Officer required by
        Rule 13a-14(a) or Rule 15d-14(a)
31.2    Certification of the Chief Financial Officer required by
        Rule 13a-14(a) or Rule 15d-14(a)
32.1    Certification of the Chief Executive Officer required by
        Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2    Certification of the Chief Financial Officer required by
        Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350


















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