SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



    Date of Report (Date of earliest event reported):          APRIL 30, 2003



                               STAR E MEDIA CORP.
             (Exact name of registrant as specified in its charter)



          NEVADA                     000-49943                91-2038162
     (State or other                (Commission            (I.R.S. Employer
jurisdiction of incorporation)      File Number)            Identification
                                                                 No.)


                               27171 BURBANK ROAD
                             FOOTHILL RANCH, CA  92610
              (Address of principal executive offices)  (zip code)


                                 (949) 581-9477
              (Registrant's telephone number, including area code)


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


<PAGE>

ITEM  1.       CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.       ACQUISITION  OR  DISPOSITION  OF  ASSETS

     On  April  30,  2003,  we  entered into a Reorganization and Stock Purchase
Agreement  (the  "Agreement")  with ESP International Ltd., a Nevada corporation
("ESP  Nevada")  and  its  shareholders.  ESP  Nevada  is  a  specialized
educational/entertainment  software  marketing  company.

     Under  the terms of the Agreement, the sole shareholder of ESP Nevada, Mike
Gaunt,  agreed  to  sell,  and  we  agreed  to  purchase,  all  of  ESP Nevada's
outstanding  shares  in  exchange  for  350,000  shares of our common stock.  In
addition, and  as  part of the consideration, we acquired all rights under eight
(8)  existing  and  all  future licensing representative agreements to which ESP
Nevada,  Mr.  Gaunt, and his affiliated companies are a party. The consideration
paid  was  determined  by  arms  length  negotiations.

     A prior agreement by and between Star E Media Corp and Educational Software
Promotions  International, a corporation controlled by Mr. Gaunt, dated June 21,
2002  was  terminated  in  connection  with  this  transaction.

ITEM  3.       BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.       CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.       OTHER  EVENTS

     Not  applicable.

ITEM  6.       RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.       FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.       CHANGE  IN  FISCAL  YEAR

     Not  applicable.

                                        2
<PAGE>

ITEM  9.       REGULATION  FD  DISCLOSURE

     The  following  Exhibits  are  filed  as  part  of  this  report.

EXHIBITS

ITEM  NO.                DESCRIPTION
---------                -----------

2.1                      Reorganization  and  Stock  Purchase  Agreement



                                        3
<PAGE>
                                   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.

Dated:  May  ___,  2003                    Star  E  Media  Corp.
                                           a  Nevada  corporation



                                           /s/  E.G.  Abbadessa
                                           ------------------------------------
                                           By:   E.G.  Abbadessa
                                           Its:  President  and Chief Operating
                                                 Officer

                                        4
<PAGE>
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{"company-data": {"conformed-name": "STAR E MEDIA CORP", "cik": "0001143654", "assigned-sic": "7371", "irs-number": "912038162", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49943", "film-number": "03687053"}, "business-address": {"street1": "27171 BURBANK ROAD", "city": "LAKE FOREST", "state": "CA", "zip": "92610", "phone": "949-581-9477"}, "mail-address": {"street1": "27171 BURBANK ROAD", "city": "LAKE FOREST", "state": "CA", "zip": "92610"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported):          APRIL 30, 2003

                               STAR E MEDIA CORP.
             (Exact name of registrant as specified in its charter)

          NEVADA                     000-49943                91-2038162
     (State or other                (Commission            (I.R.S. Employer
jurisdiction of incorporation)      File Number)            Identification
                                                                 No.)

                               27171 BURBANK ROAD
                             FOOTHILL RANCH, CA  92610
              (Address of principal executive offices)  (zip code)

                                 (949) 581-9477
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report.)
ITEM  1.       CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.       ACQUISITION  OR  DISPOSITION  OF  ASSETS

     On  April  30,  2003,  we  entered into a Reorganization and Stock Purchase
Agreement  (the  "Agreement")  with ESP International Ltd., a Nevada corporation
("ESP  Nevada")  and  its  shareholders.  ESP  Nevada  is  a  specialized
educational/entertainment  software  marketing  company.

     Under  the terms of the Agreement, the sole shareholder of ESP Nevada, Mike
Gaunt,  agreed  to  sell,  and  we  agreed  to  purchase,  all  of  ESP Nevada's
outstanding  shares  in  exchange  for  350,000  shares of our common stock.  In
addition, and  as  part of the consideration, we acquired all rights under eight
(8)  existing  and  all  future licensing representative agreements to which ESP
Nevada,  Mr.  Gaunt, and his affiliated companies are a party. The consideration
paid  was  determined  by  arms  length  negotiations.

     A prior agreement by and between Star E Media Corp and Educational Software
Promotions  International, a corporation controlled by Mr. Gaunt, dated June 21,
2002  was  terminated  in  connection  with  this  transaction.

ITEM  3.       BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.       CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.       OTHER  EVENTS

     Not  applicable.

ITEM  6.       RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.       FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.       CHANGE  IN  FISCAL  YEAR

     Not  applicable.

                                        2
ITEM  9.       REGULATION  FD  DISCLOSURE

     The  following  Exhibits  are  filed  as  part  of  this  report.

EXHIBITS

ITEM  NO.                DESCRIPTION
---------                -----------

2.1                      Reorganization  and  Stock  Purchase  Agreement

                                        3
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.

Dated:  May  ___,  2003                    Star  E  Media  Corp.
                                           a  Nevada  corporation

                                           /s/  E.G.  Abbadessa
                                           ------------------------------------
                                           By:   E.G.  Abbadessa
                                           Its:  President  and Chief Operating
                                                 Officer

                                        4