8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 16, 2004

Winsonic Digital Media Group, Ltd.

(Exact name of registrant as specified in its charter)

Nevada	000-32231	52-2236253
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10120 S. Eastern Avenue, Suite 200, Las Vegas, NV                                    89052

         (Address of principal executive offices)                                               (Zip Code)

Registrant’s telephone number, including area code:  (702) 492-1282

Media and Entertainment.com, Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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INTRODUCTORY COMMENT

This Form 8-K is an amendment to (i) the Current Report on Form 8-K filed on August 10, 2004, reporting the signing of the an Agreement and Plan of Reorganization by and among Media and Entertainment.com, Inc., Winsonic Acquisition Sub, Inc. (“Merger Sub”), Winsonic Holdings, Ltd and Winston D. Johnson; and (ii) Amendment No. 1 to the Current Report on Form 8-K filed on October 19, 2004 (the “First Amendment”) reporting the completion of the Merger of Merger Sub with and into Winsonic Digital Cable Systems Network, Ltd. f/k/a Winsonic Holdings, Ltd.

SECTION 2- FINANCIAL INFORMATION

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial statements of business acquired.

In accordance with Item 9.01(a)(4) of Form 8-K, the Registrant is filing the financial statements of the business acquired as required to be filed by Item 9.01(a)(1) within seventy one days of the filing of the First Amendment.

(b)  Pro Forma financial information.

In accordance with Item 9.01(b)(2) of Form 8-K, the Registrant is filing the pro forma financial information required by Item 9.01(b)(1) within seventy one days after the filing of the First Amendment.

(c)  Exhibits.

Listed below are all exhibits to this Current Report of Form 8-K.

Exhibit Number	Description
* 99.1	Winsonic Digital Cable Systems Networks, Ltd. f/k/a Winsonic Holdings, Ltd. financial statements
* 99.2	Winsonic Digital Media Group, Ltd. Pro Forma financial information
*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WINSONIC DIGITAL MEDIA GROUP, LTD.

(Registrant)

Date: December 23, 2004

By: /s/ Winston Johnson

       Winston Johnson

        Chief Executive Officer

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EX-99

EXHIBIT 99.1

WINSONIC HOLDINGS, LTD.

AND WINSONIC DIGITAL CABLE SYSTEMS NETWORK, LTD. (WINSONIC)

AUDITED COMBINED FINANCIAL STATEMENTS

FOR THE FIVE MONTHS ENDED MAY 31, 2004 AND

FOR THE YEARS ENDED DECEMBER 31, 2003 & 2002

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

FINANCIAL STATEMENTS:

Balance Sheets

2

Statement of Operations and Accumulated Deficit

3

Statements of Cash Flows

4

NOTES TO FINANCIAL STATEMENTS:

5 - - 10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Winsonic as of May 31, 2004, December 31, 2003 and 2002, and the related statements of operations, stockholders' equity, and cash flows for the five months ended May 31, 2004 and the years ended December 31, 2003 and 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our 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 the Company as of May 31, 2004, December 31, 2003 and 2002, and the results of its operations and its cash flows for the five months ended May 31, 2004 and the years ended December 31, 2003 and 2002, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As disclosed in Note 8 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

December 22, 2004

Henderson, Nevada

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WINSONIC

BALANCE SHEETS

AS OF MAY 31, 2004 AND DECEMBER 31, 2003 & 2002

				5/31/04	2003	2002
ASSETS:
	Current assets:
		Cash		$               326	$                  -	$           52,593
		Accounts receivable		25,000	-	-
		Prepaid expenses		60,000	60,000	74,405
		Due from stockholder		-	298,227	312,900
			Total current assets	85,326	358,227	439,898
	Property and equipment, net			1,719,061	1,861,709	-
TOTAL ASSETS				$     1,804,387	$     2,219,936	$         439,898
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
	Current liabilities:
		Accounts payable		$     1,060,048	$     1,029,890	$           10,911
		Bank overdraft liability		2,083	4,205	-
		Customer deposit		-	-	10,000
		Accrued expenses		237,025	198,059	-
		Accrued officer's salary		162,311	249,000	49,800
		Current portion of notes payable		149,000	158,529	20,000
		Notes payable to related parties		10,490	5,450	-
			Total current liabilities	1,620,957	1,645,133	90,711
	Long-Term liabilities
		Notes payable		847,000	847,000	-
			Total Long-Term liabilities	847,000	847,000	-
TOTAL LIABILITIES				2,467,957	2,492,133	90,711
Stockholders' equity:
	Preferred stock, no par value, 10,000,000 shares
			authorized, issued, and outstanding	-	-	-
	Common stock, no par value, 10,000,000 shares
			authorized, issued, and outstanding	-	-	-
	Additional paid-in capital			-	-	-
	Warrants			2,100,100	2,000,100	990,600
	Accumulated deficit			(2,763,670)	(2,272,297)	(641,413)
			Total stockholders' equity	(663,570)	(272,197)	349,187
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$     1,804,387	$     2,219,936	$         439,898

The accompanying report of independent registered public accounting firm and the notes to financial statements should be read in conjunction with these Balance Sheets.

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WINSONIC

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

FOR THE FIVE MONTHS ENDED MAY 31, 2004 AND

FOR THE YEARS ENDED DECEMBER 31, 2003 & 2004

			5/31/04	2003	2002
REVENUE			$          25,000	$          32,811	$                  -
COST OF SALES			204,269	409,166	2,670
GROSS PROFIT (LOSS)			(179,269)	(376,355)	(2,670)
EXPENSES:
	Depreciation and amortization		142,648	208,600	-
	General and administrative expenses		189,308	789,515	638,743
		Total expenses	331,956	998,115	638,743
OPERATING INCOME (LOSS)			(511,225)	(1,374,470)	(641,413)
OTHER INCOME/(EXPENSES):
	Interest expense		(23,243)	(232,398)	-
	Other income		43,095	-	-
	Gain (loss) on disposition of assets		-	(24,016)	-
		Total other income/(expenses)	19,852	(256,414)	-
NET INCOME (LOSS)			(491,373)	(1,630,884)	(641,413)
ACCUMULATED DEFICIT, BEGINNING			(2,272,297)	(641,413)	-
ACCUMULATED DEFICIT, ENDING			$    (2,763,670)	$    (2,272,297)	$       (641,413)

The accompanying report of independent registered public accounting firm and the notes to financial statements should be read in conjunction with these Statements of Operations and Accumulated Deficit.

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WINSONIC

STATEMENTS OF CASH FLOWS

FOR THE FIVE MONTHS ENDED MAY 31, 2004 AND

FOR THE YEARS ENDED DECEMBER 31, 2003 & 2004

				5/31/04	2003	2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$       (491,373)	$    (1,630,884)	$       (641,413)
	Adjustments to reconcile net income (loss)
			to net cash provided by operations:
	Depreciation and amortization			142,648	208,600	-
	(Increase) decrease in assets:
		Accounts receivable		(25,000)	-	-
		Prepaid expenses		-	14,405	(74,405)
	Increase (decrease) in liabilities:
		Accounts payable		30,158	1,018,979	10,911
		Bank overdraft liability		(2,122)	4,205	-
		Customer deposit		-	(10,000)	10,000
		Accrued expenses		38,966	198,059	-
		Accrued officer's salary		(86,689)	199,200	49,800
Net cash provided by (used in) operating activities				(393,412)	2,564	(645,107)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			-	(2,070,309)	-
Net cash used in investing activities				-	(2,070,309)	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Due from stockholder			298,227	14,673	(312,900)
	Current portion of notes payable			(9,529)	138,529	20,000
	Notes payable - related parties			5,040	5,450	-
	Notes payable - LT			-	847,000	-
	Common stock			-	-	-
	APIC			-	-	-
	Warrants			100,000	1,009,500	990,600
Net cash provided by (used in) financing activities				393,738	2,015,152	697,700
NET INCREASE (DECREASE) IN CASH				326	(52,593)	52,593
CASH, BEGINNING OF PERIOD				-	52,593	-
CASH, END OF PERIOD				$               326	$                    -	$          52,593
Supplemental Information:
	Cash paid for interest			$                  -	$                  -	$                  -

The accompanying report of independent registered public accounting firm and the notes to financial statements should be read in conjunction with these Statements of Cash Flows.

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 1 - - NATURE OF ORGANIZATION

Description of business

Winsonic Holdings Ltd. was incorporated in the State of California on September 10, 2002. Winsonic Digital Cable Systems Network Ltd. ("Winsonic") - - the successor company was incorporated in the State of California on March 13, 2003.  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.  

A summary of the Company's significant accounting policies applied in the preparation of the accompanying financial statements follows.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying combined financial statements of Winsonic have been prepared in accordance with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

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

Use of Estimates

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

Fair Value of Financial Instruments

The Company's financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. The Company's notes payable, and long-term debt approximates fair market value as of May 31, 2004 and December 31, 2003 and 2002, respectively.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Expenditures that materially increase the life of the assets are capitalized.  Ordinary repairs and maintenance to property and equipment are expensed as incurred.  When property and equipment is retired or disposed of, the related costs and accumulated depreciation and amortization are eliminated from the accounts and any gain or loss on such disposition is reflected in income. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets in accordance with Financial Accounting Standards Board Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when management's estimates of discounted future operating cash flows expected to result from the use of the asset is less than its carrying amount. The amount of impairment loss, if any, is measured as the difference between net book value of the asset and its estimated fair value.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of Financial Accounting Standards Statement No. 109, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted rates in effect for the periods in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Advertising Costs

Advertising costs are charged to operations when incurred.  Advertising costs were $0 for the five months ended May 31, 2004, and $800 and $0 for the years ended December 31, 2003 and 2002, respectively.

Accounts Receivables

The Company uses the reserve method of accounting for losses arising from uncollectible accounts receivable.  Under this method, accounts receivable are written off to bad debt reserve in the period they are deemed to be uncollectible.  In the opinion of management, substantially all of the accounts receivable are considered to be realizable at the amounts stated in the accompanying balance sheets.

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Selling, General and Administrative Expenses

Selling, general and administrative costs are charged to operations when incurred.  Selling, general and administrative costs were $189,308 for the five months ended May 31, 2004, and $789,515, and $638,743 for the years ended December 31, 2003 and 2002, respectively.

	2004	2003	2002
Advertising	$           -	$          800	$       -
Automobile expense	35	6,504	-
Computer expense	771	52,504	-
Bank charges	748	1,864	-
Charitable contributions	-	600	-
Commissions	1,000	-	-
Contract labor	-	5,358	150,000
Dues and subscriptions	6,740	3,946	-
Insurance	2,039	10,383	-
Licenses and permits	-	525	-
Miscellaneous expense	15,680	17,177	4,935
Office supplies	-	19,812	2,640
Payroll expense	91,410	301,566	65,250
Penalties	-	210	-
Postage and delivery	96	139	-
Professional fees	35,086	83,812	2,090
Rent	17,700	208,084	410,200
Repairs	-	15,812	-
Telephone	16,566	18,760	3,151
Travel & Entertainment	1,437	19,297	-
Utilities	-	22,362	477
	$  189,308	$  789,515	$ 638,743

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net Loss Per Share

The Company computes basic and diluted loss per share in accordance with SFAS No. 128,  "Earnings per Share." SFAS No. 128 requires the Company to report both basic loss per share,  which is based on the weighted average number of common shares outstanding, and diluted loss per share, which is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. Since the Company incurred a loss for the periods presented, the inclusion of common stock equivalents in the calculation of weighted average common shares is anti-dilutive, and therefore there is no difference between basic and diluted loss per share.

Risks and Uncertainties

The Company operates in a highly competitive industry that is subject to intense competition and potential government regulations. The Company's operations are subject to significant risk and uncertainties including financial, operational, regulatory, and other risks associated with an emerging business including the potential risk of business failure.

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 a 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 a 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 a 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).

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

NOTE 3 - - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at May 31, 2004, December 31, 2003 and 2002:

	5/31/04	2003	2002
Computers & Equipment	2,057,269	2,057,269	-
Furniture & Fixtures	13,040	13,040	-
	2,070,309	2,070,309	-
Less: accumulated depreciation	351,248	208,600	-
	$1,719,061	$1,861,709	$-

Depreciation expenses amounted to $142,648, $208,600, and $0 for the five months ended May 31, 2004 and the years ended December 31, 2003 and 2002, respectively.

NOTE 4 - - RELATED PARTY TRANSACTIONS

During the five months ended May 31, 2004, Media and Entertainment.com, Inc. - - a related party as explained in Note 6 - advanced funds to the Company in order to cover professional fees and rent for the Company. The balance due to Media and Entertainment.com, Inc. as of May 31, 2004 was $10,490. No interest is being charged on those short term loans.

NOTE 5 - - NOTES PAYABLE

The Company has a long-term note from DSI for the purchase of computer equipment. The long-term portion due to DSI as of May 31, 2004 and as of December 31, 2003 was $847,000. The Company imputes interest on this loan at an annual rate of 5%. Interest expense related to this loan amounted to $17,646 for the five months ended May 31, 2004 and to $160,292 for the year ended December 31, 2003.

NOTE 6 - STOCKHOLDERS' EQUITY

September 10, 2002 - - The Company incorporated in California.  The Company is authorized to issue 10,000,000 shares of its no par value common stock and 10,000,000 shares of its no par value preferred stock.

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WINSONIC

NOTES TO FINANCIAL STATEMENTS

AS OF MAY 31, 2004

NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

September 10, 2002 - - The Company issued a total of 20,000,000 shares to the Company's founder as follows:

The Company issued 10,000,000 shares of no par value common stock.

The Company issued 10,000,000 shares of no par value preferred stock.

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

NOTE 7 - - SUBSEQUENT EVENTS

On October 7, 2004, Winsonic Acquisition Sub, Inc., a newly formed Nevada corporation ("Merger Sub") merged with and into Winsonic Digital Cable Systems Network, Ltd., a California corporation ("Winsonic") f/k/a Winsonic Holdings, Ltd. and became a wholly-owned subsidiary of Media and Entertainment.com, Inc. (the "Company") which has since changed its name to Winsonic Digital Media Group, Ltd.  The results of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. will be included in the consolidated financial statements subsequent to the acquisition.

The acquisition was accounted for using the purchase method of accounting. The acquisition included the purchase of all the outstanding shares of common stock of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. in exchange for an aggregate of 10 million shares of the Company's common stock (including 2 million shares previously issued to Winston Johnson) valued at $6 million.

On December 10, 2004, Winsonic Digital Media Group, Ltd. (the "Company") and CI2, Inc. ("CI2") entered into a certain Subcontractor Master Consulting Agreement (the "SMCA").  A prior material relationship existed between the two parties because CI2 had entered into a Master Purchase and Services Agreement (the "MPA") with Winsonic Digital Cable Systems Network, Ltd. f/k/a Winsonic Holdings, Ltd. ("Winsonic"), a now wholly owned subsidiary of the Company, on May 5, 2004 prior to Winsonic's merger with the Company.  The MPA provided CI2 the ability to purchase and/or license various products and services for delivery and installation from Winsonic, to be used for CI2's own internal use and for resale.  

Also, on December 10, 2004, the Company and CI2 entered into a certain Joint Marketing and Development Agreement (the "JMDA").  Pursuant to the JMDA the Company and CI2 will cooperate in the development and testing of certain Company products set forth in the JMDA, which run on a combination of certain listed CI2 hardware and software creating a modified product.  Each party will bear all costs and expenses associated with its activities under the JMDA.  

In addition, on December 10, 2004, the Company agreed to take over the obligations of Winsonic under the MPA.  The MPA is a 10 year contract for software and hardware network services. Therefore, the MPA was modified to replace the name of the contracting party Winsonic Holdings, Ltd. to Winsonic Digital Media Group, Ltd.  In addition, the MPA was modified to extend the period in which CI2 may exercise its right of first refusal to purchase the networks as described in the MPA for $9.7 million dollars for an additional ninety (90) days until February 1, 2005.  All other terms and conditions of the MPA remain in full force and effect.

Winsonic entered into a n agreement with Verizon Communications in 2003 for a natiowide indefeasible right to use network(IRU), prior to Winsonic's acquisition by the Company. The agreement is for 10 years with a 10 year renewal option. This network connects New York, Atlanta, Dallas, Los Angeles and San Jose.

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NOTE 8 - - 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 May 31, 2004, the Company had recognized $57,811 of revenues to date and had accumulated losses of approximately $2,763,670 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.

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EX-99

EXHIBIT 99.2

MEDIA AND ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

PRO FORMA CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2004

UNAUDITED

ASSETS
				Media	WDCS	WH	Combined	Pro Forma		Pro Forma
				09/30/04	09/30/04	09/30/04	09/30/04	Adjustments		As Adjusted
ASSETS:
	Current assets:
		Cash		$     28,168	$              231	$                         -	$           28,399	$                      -		$                     28,399
		Loan receivable - related party		43,600	-	-	43,600	-		43,600
		Prepaids		-	-	-	-	-		-
		Accounts receivable		-	25,000	-	25,000	-		25,000
			Total current assets	71,768	25,231	-	96,999	-		96,999
	Fixed assets:
		Computer Equipment / DMS Equipment		97,926	1,577,269	-	1,675,195	-		1,675,195
		Software		1,388	160,000	-	161,388	-		161,388
		Infrastructure		-	320,000	-	320,000	-		320,000
		Furniture & Fixtures		-	3,040	10,000	13,040	-		13,040
		Less: Accumulated depreciation		(48,810)	(462,101)	(3,265)	(514,176)	-		(514,176)
			Total fixed assets	50,504	1,598,208	6,735	1,655,447	-		1,655,447
	Other assets:
		Officer's salary advance
		Loan receivable - officer, director & shareholder		-	-	-	-	-		-
		Due from related party		-	-	2,267,085	2,267,085	(2,258,845)	(a)	8,240
		Refundable deposits		-	-	60,000	60,000	-		60,000
		Goodwill		-	-	-	-	3,899,900	(b)	3,899,900
			Total other assets	-	-	2,327,085	2,327,085	1,641,055		3,968,140
TOTAL ASSETS				$   122,272	$    1,623,439	$          2,333,820	$      4,079,531	$       1,641,055		$                5,720,586
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
	Current liabilities:
		Bank overdraft liability		$              -	$                   -	$                 2,033	$             2,033	-		$                       2,033
		Accounts payable		135,102	1,046,336	49,237	1,230,675	-		1,230,675
		Accrued expenses		31,619	49,800	188,911	270,330	-		270,330
		Payroll tax liabilities		18,663	-	49,087	67,750	-		67,750
		Notes payable		-	-	-	-	-		-
		Loan payable - related party		-	43,600	-	43,600	-		43,600
		Loans payable - officer, director & shareholder		36,419	95,692	90,912	223,023	-		223,023
			Total current liabilities	221,803	1,235,428	380,180	1,837,411	-		1,837,412
	Long-term liabilities:
		Notes payable - DSI		-	-	847,000	847,000	-		847,000
		Due to related party		-	2,258,845	-	2,258,845	(2,258,845)	(a)	-
			Total long-term liabilities	-	2,258,845	847,000	3,105,845	(2,258,845)		847,000
TOTAL LIABILITIES				221,803	3,494,273	1,227,180	4,943,256	(2,258,845)		2,684,411
Stockholders' equity:
	Convertible preferred stock
	Warrants			-	100,000	2,000,100	2,100,100	(2,100,100)	(b)	-
	Common stock			33,879	-	-	33,879	-		33,879
	Additional paid-in capital - Common stock			14,199,434	-	-	14,199,434	-		14,199,434
	Deferred compensation - stock subscriptions			(6,000,000)	-	-	(6,000,000)	6,000,000	(b)	-
	Accumulated (deficit) during development stage			(8,332,844)	(1,970,834)	(893,460)	(11,197,138)	-		(11,197,138)
			Total stockholders' equity	(99,531)	(1,870,834)	1,106,640	(863,725)	3,899,900		3,036,175
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$   122,272	$    1,623,439	$          2,333,820	$      4,079,531	$       1,641,055		$                5,720,586

MEDIA AND ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

UNAUDITED

			MEDE	WDC	WH	Combined
			Nine months ended
			9/30/2004	9/30/2004	9/30/2004	9/30/2004
REVENUE			$               -	$       25,000	$               -	$       25,000
COST OF GOODS SOLD			-	256,120	-	256,120
GROSS PROFIT			-	(231,120)	-	(231,120)
EXPENSES:
	Selling, general and administrative		2,183,505	1,764,243	204,866	4,152,615
	Selling, general and administrative, related party		-	-	-	-
	Depreciation expense		14,635	254,930	1,837	271,401
		Total expenses	2,198,140	2,019,173	206,703	4,424,016
OPERATING INCOME (LOSS)			(2,198,140)	(2,250,293)	(206,703)	(4,655,136)
OTHER INCOME/(EXPENSES):
	Interest expense		(1,912)	(503)	(5,000)	(7,415)
	Interest income		-	-	-	-
	Other income		-	43,095	-	43,095
		Total other income/(expenses)	(1,912)	42,592	(5,000)	35,680
NET ORDINARY INCOME (LOSS)			$ (2,200,052)	$ (2,207,701)	$    (211,703)	$ (4,619,456)
Basic weighted average number of
	common shares outstanding		43,061,775			43,061,775
Net loss per basic share			$          (0.05)			$          (0.11)
Net loss per diluted share			$          (0.05)			$          (0.11)

MEDIA AND ENTERTAINMENT.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003

UNAUDITED

			Media	WDC	WH	Combined
			Twelve months ended
			12/31/2003	12/31/2003	12/31/2003	12/31/2003
REVENUE			$                      -	$  1,677,115	$       22,811	$     1,699,926
						-
COST OF GOODS SOLD			-	409,166	-	409,166
GROSS PROFIT			-	1,267,949	22,811	1,290,760
EXPENSES:
	Selling, general and administrative		4,247,970	1,980,081	538,159	6,766,210
	Selling, general and administrative, related party		-	-	-	-
	Depreciation expense		21,358	207,171	1,429	229,958
		Total expenses	4,269,328	2,187,252	539,588	6,996,168
OPERATING INCOME (LOSS)			(4,269,328)	(919,303)	(516,777)	(5,705,408)
OTHER INCOME/(EXPENSES):
	Research and development expense		(33,032)	-	-	(33,032)
	Interest expense		(12,694)	(67,106)	(5,000)	(84,800)
	Interest income		-	-	-	-
	Other expense				(2,406)	(2,406)
	Other income		24,331	40,000	-	64,331
		Total other income/(expenses)	(21,395)	(27,106)	(7,406)	(55,907)
NET ORDINARY INCOME (LOSS)			$        (4,290,723)	$    (946,409)	$    (524,183)	$    (5,761,315)
Basic weighted average number of
	common shares outstanding		27,721,868			27,721,868
Net loss per basic share			$                 (0.15)			$             (0.21)
Net loss per diluted share			$                 (0.15)			$             (0.21)

UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS

On October 7, 2004,Winsonic Acquisition Sub, Inc., a newly formed Nevada corporation (“Merger Sub”) merged with and into Winsonic Digital Cable Systems Network, Ltd., a California corporation (“Winsonic”) f/k/a Winsonic Holdings, Ltd., and became a wholly-owned subsidiary of Media and Entertainment.com, Inc. (the “Company”), which has since changed its name to Winsonic Digital Media Group, Ltd.  The results of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. will be included in the consolidated financial statements subsequent to the acquisition. The acquisition was accounted for using the purchase method of accounting. The acquisition included the purchase of all the outstanding shares of common stock of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. in exchange for an aggregate of 10 million shares of the Company’s common stock (including 2 million shares previously issued to Winston Johnson) valued at $6 million. For purposes of preparing pro forma financial statements, the Company has allocated $3,899,900 to goodwill.

The accompanying pro forma financial statements are presented in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combining balance sheet was prepared as if the transaction occurred on September 30, 2004. To prepare the pro forma unaudited condensed combining statements of operations, the Company’s statements of operations for the year ended December 31, 2003 and the nine months ended September 30, 2004 have been combined with the statements of operations of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. for the same periods. To prepare the pro forma unaudited condensed combining balance sheets, the Company’s September 30, 2004 balance sheet has been combined with the September 30, 2004 balance sheets of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. This method of combining the balance sheets is only for presentation for pro forma unaudited condensed combining financial statements. The unaudited pro forma condensed combining financial statements are subject to a number of estimates, assumptions and uncertainties and do not purport  to reflect the results of operations that would have occurred  had this acquisition taken place on the date indicated nor do they purport to reflect results of operations that will occur in the future. The unaudited pro forma condensed combining financial statements should be read in conjunction with the historical financial statements of the Company and Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd.

PRO FORMA ADJUSTMENTS – BALANCE SHEETS

(a)

Reflects amounts due to / from Winsonic Holdings, Ltd.

(b)

Per acquisition agreement, 10 million shares of common stock valued at $6 million were issued for the acquisition of Winsonic Digital Cable Systems Network, Ltd. and Winsonic Holdings, Ltd. Also, all outstanding warrants (obligations of Winsonic) valued at $2,100,100 were canceled subsequent to the acquisition.  The net balance was recorded as Goodwill.