U. S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                   Media and Entertainment.com, Inc.

        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              NEVADA                           52-2236253
   ----------------------------           -------------------
   (STATE OR OTHER JURISDICTION            (IRS EMPLOYER
                OF                        IDENTIFICATION NO.)
         INCORPORATION OR
          ORGANIZATION)

   500 N. Rainbow Blvd., Suite 300
             Las Vegas NV                        89107
  ---------------------------------------      ----------
  (Address of principal executive offices)     (Zip Code)




Registrant's telephone number,          (702) 221-1935
including area code:



                     Consulting Agreements Between
                            The Company and
                    Scott Bleazard and Stephen Brock
                       (Full title of the plans)

                        Roger Paglia, President
                   Media and Entertainment.com, Inc.
                   500 North Rainbow Blvd, Suite 300
                        Las Vegas, Nevada 89107

                (Name and address of agent for service)
                            (702) 221-1935


     (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


<PAGE>

                    CALCULATION OF REGISTRATION FEE

                                       Proposed  Proposed
                                       maximum   maximum
                                       offering  aggregate
Title of securities  Amount to be      price     offering    Registration
to be registered     registered        per unit  price       fee
-------------------------------------------------------------------------

Common Stock, par    455,000 Shares    $0.28     $129,675    $12.74
value, $.001 per
share
-------------------------------------------------------------------------


*Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of
1933 based upon the average of the bid and asked price of Common Stock
of Media and Entertainment.com, Inc. as reported on the OTCBBr on June
14, 2001.

                                PART I
         Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services on the Company's behalf.  This
issuance of shares is being made pursuant to consulting agreements
between the Company and the individuals.  The Company has equated this
number of shares to the value of the consulting services provided or to
be provided by these individuals. The shares issued hereunder will not
be subject to any resale restrictions. The following individuals will
receive the number of shares listed next to their names:


                       Scott Bleazard   245,000
                       Stephen Brock    210,000


Item 2. Registrant Information And Employee Plan Annual Information.

The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.

<PAGE>

                                PART II
          Information Required in the Registration Statement

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Media and Entertainment.com, Inc., a
Nevada corporation (the Company"), are incorporated herein by
reference:

  (a) The registrant's Articles of Incorporation filed on April 27,
      2000;

  (b) The registrant's By-Laws filed on April 27, 2000;

  (c) The Company's Form 10-SB12G Registration Statement filed by the
      Company under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), with the Commission on January 17, 2001;

  (d) The Form 10-KSB annual report of the Company for its fiscal year
      ended December 31, 2000, and all other reports of the Company
      filed pursuant to Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 since the end of the fiscal year ended
      December 31, 2000; and

  (e) All documents subsequently filed by the registrant pursuant to
      sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during the
      effectiveness of this registration statement.

All documents incorporated by reference herein will be made available
to all participants without charge, upon written or oral request.
Other documents required to be delivered to participants pursuant to
Rule 428(b)(1) under the Securities Act of 1933 are also available
without charge, upon written or oral request.  All requests for
documents shall be directed to:

       Roger Paglia, President Media and Entertainment.com, Inc.

                500 North Rainbow Boulevard, Suite 300
                        Las Vegas, Nevada 89107
                            (702) 221-1935

ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.

<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to the consultants for
services provided to the Registrant.  Neither the Registrant's
Accountants nor any other experts named in the registration statement
have any equity or other interest in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Incorporation of the Company provide for the
Indemnification of employees and officers in certain cases. Insofar as
indemnification for liabilities arising under the Securities Act of
1922 may be permitted to directors, officers or persons controlling the
company pursuant to the foregoing provisions, the company has been
informed that in the opinion of the securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is therefore not enforceable.  At the present time, the Company
does not have any officer-director liability insurance although
permitted by Section 78.752 of the GCL, nor does the Company have
indemnification agreements with any of its directors, officers,
employees or agents.

In addition, the Company is a Nevada corporation. Section 78.751 of the
Nevada General Corporation Laws provides as follows: 78.751
Indemnification of officers, directors, employees and agents; advance
of expenses.

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,

<PAGE>

trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2,
or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made: (a) By the stockholders: (b) By the board of directors by
majority vote of a quorum consisting of directors who were not parties
to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written
opinion; or (d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot to obtained, by
independent legal counsel in a written opinion; or

5. The Articles of Incorporation, the Bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by corporation.
The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the
directors or officers may be entitled under any contract or otherwise
by law.

6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement
of expenses may be entitled under the articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action
in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not

<PAGE>

be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action. (b) Continues for a person who has ceased to be a
director, officer, employee or agent and endures to the benefit of the
heirs, executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 - Consulting Agreement between Media and Entertainment.com, Inc.
and Scott Bleazard

4.2 - Consulting Agreement between Media and Entertainment.com, Inc.
and Stephen Brock

5.1 - Opinion of Harold P. Gewerter and Associates

23.1 - Consent of Harold P. Gewerter and Associates (included in
Exhibit 5.1 above)

23.2 - Consent of Beckstead and Associates

ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.

<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses paid or incurred by a
director, officer or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, the State of
Nevada, on this 15 day of June, 2001.

                   Media and Entertainment.com, Inc.

                   By: /s/ Roger Paglia
                   -----------------------------
                   Roger Paglia,President

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

                             June 15, 2001

                   /s/ Roger Paglia
                   -----------------------------
                   Roger Paglia
                   President and Director


                             June 15, 2001

                   /s/ Benedict Paglia
                   -----------------------------
                   Benedict Paglia
                   Secretary

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "mecomforms8.txt", "description": "MEDIA AND ENTERTAINMENT FORM S-8", "secsgml_size_bytes": 18390}]
{"company-data": {"conformed-name": "MEDIA & ENTERTAINMENT COM INC", "cik": "0001120411", "assigned-sic": "7389", "irs-number": "522236253", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63340", "film-number": "1663387"}, "business-address": {"street1": "500 N RAINBOW BLVD #300", "city": "LAS VEGAS", "state": "NV", "zip": "89107", "phone": "7022211935"}, "mail-address": {"street1": "500 N RAINBOW BLVD #300", "city": "LAS VEGAS", "state": "NV", "zip": "89107"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                   Media and Entertainment.com, Inc.

        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              NEVADA                           52-2236253
   ----------------------------           -------------------
   (STATE OR OTHER JURISDICTION            (IRS EMPLOYER
                OF                        IDENTIFICATION NO.)
         INCORPORATION OR
          ORGANIZATION)

   500 N. Rainbow Blvd., Suite 300
             Las Vegas NV                        89107
  ---------------------------------------      ----------
  (Address of principal executive offices)     (Zip Code)

Registrant's telephone number,          (702) 221-1935
including area code:

                     Consulting Agreements Between
                            The Company and
                    Scott Bleazard and Stephen Brock
                       (Full title of the plans)

                        Roger Paglia, President
                   Media and Entertainment.com, Inc.
                   500 North Rainbow Blvd, Suite 300
                        Las Vegas, Nevada 89107

                (Name and address of agent for service)
                            (702) 221-1935

     (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE

                                       Proposed  Proposed
                                       maximum   maximum
                                       offering  aggregate
Title of securities  Amount to be      price     offering    Registration
to be registered     registered        per unit  price       fee
-------------------------------------------------------------------------

Common Stock, par    455,000 Shares    $0.28     $129,675    $12.74
value, $.001 per
share
-------------------------------------------------------------------------

*Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of
1933 based upon the average of the bid and asked price of Common Stock
of Media and Entertainment.com, Inc. as reported on the OTCBBr on June
14, 2001.

                                PART I
         Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services on the Company's behalf.  This
issuance of shares is being made pursuant to consulting agreements
between the Company and the individuals.  The Company has equated this
number of shares to the value of the consulting services provided or to
be provided by these individuals. The shares issued hereunder will not
be subject to any resale restrictions. The following individuals will
receive the number of shares listed next to their names:

                       Scott Bleazard   245,000
                       Stephen Brock    210,000

Item 2. Registrant Information And Employee Plan Annual Information.

The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
          Information Required in the Registration Statement

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Media and Entertainment.com, Inc., a
Nevada corporation (the Company"), are incorporated herein by
reference:

  (a) The registrant's Articles of Incorporation filed on April 27,
      2000;

  (b) The registrant's By-Laws filed on April 27, 2000;

  (c) The Company's Form 10-SB12G Registration Statement filed by the
      Company under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), with the Commission on January 17, 2001;

  (d) The Form 10-KSB annual report of the Company for its fiscal year
      ended December 31, 2000, and all other reports of the Company
      filed pursuant to Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 since the end of the fiscal year ended
      December 31, 2000; and

  (e) All documents subsequently filed by the registrant pursuant to
      sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during the
      effectiveness of this registration statement.

All documents incorporated by reference herein will be made available
to all participants without charge, upon written or oral request.
Other documents required to be delivered to participants pursuant to
Rule 428(b)(1) under the Securities Act of 1933 are also available
without charge, upon written or oral request.  All requests for
documents shall be directed to:

       Roger Paglia, President Media and Entertainment.com, Inc.

                500 North Rainbow Boulevard, Suite 300
                        Las Vegas, Nevada 89107
                            (702) 221-1935

ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to the consultants for
services provided to the Registrant.  Neither the Registrant's
Accountants nor any other experts named in the registration statement
have any equity or other interest in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Incorporation of the Company provide for the
Indemnification of employees and officers in certain cases. Insofar as
indemnification for liabilities arising under the Securities Act of
1922 may be permitted to directors, officers or persons controlling the
company pursuant to the foregoing provisions, the company has been
informed that in the opinion of the securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is therefore not enforceable.  At the present time, the Company
does not have any officer-director liability insurance although
permitted by Section 78.752 of the GCL, nor does the Company have
indemnification agreements with any of its directors, officers,
employees or agents.

In addition, the Company is a Nevada corporation. Section 78.751 of the
Nevada General Corporation Laws provides as follows: 78.751
Indemnification of officers, directors, employees and agents; advance
of expenses.

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2,
or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made: (a) By the stockholders: (b) By the board of directors by
majority vote of a quorum consisting of directors who were not parties
to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written
opinion; or (d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot to obtained, by
independent legal counsel in a written opinion; or

5. The Articles of Incorporation, the Bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by corporation.
The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the
directors or officers may be entitled under any contract or otherwise
by law.

6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement
of expenses may be entitled under the articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action
in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not
be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action. (b) Continues for a person who has ceased to be a
director, officer, employee or agent and endures to the benefit of the
heirs, executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 - Consulting Agreement between Media and Entertainment.com, Inc.
and Scott Bleazard

4.2 - Consulting Agreement between Media and Entertainment.com, Inc.
and Stephen Brock

5.1 - Opinion of Harold P. Gewerter and Associates

23.1 - Consent of Harold P. Gewerter and Associates (included in
Exhibit 5.1 above)

23.2 - Consent of Beckstead and Associates

ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses paid or incurred by a
director, officer or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, the State of
Nevada, on this 15 day of June, 2001.

                   Media and Entertainment.com, Inc.

                   By: /s/ Roger Paglia
                   -----------------------------
                   Roger Paglia,President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

                             June 15, 2001

                   /s/ Roger Paglia
                   -----------------------------
                   Roger Paglia
                   President and Director

                             June 15, 2001

                   /s/ Benedict Paglia
                   -----------------------------
                   Benedict Paglia
                   Secretary