Item 5. Other Events.

On July 21, 2004, Media and Entertainment.com, Inc. (the "Company") issued a press release announcing (i) the signing on July 16, 2004 of an Agreement and Plan of Reorganization with Winsonic Holdings, Ltd. ("Winsonic") and Winston Johnson (the "Agreement"), pursuant to which Winsonic will become a wholly-owned subsidiary of the Company and Mr. Johnson, the Chief Executive Officer and sole shareholder of Winsonic and the Company's Chief Executive Officer, will become a controlling shareholder of the Company; and (ii) the signing of an Addendum to the previously reported Stock Purchase Agreement with Winsonic, extending the deadline of for the consummation of the transaction between the Company and Winsonic through August 13, 2004. Copies of the Agreement, the press release, and the Addendum are attached to this report as Exhibits 2.1, 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.

Description

2.1

Agreement and Plan of Reorganization, dated July 16, 2004.

99.1

Media and Entertainment.com, Inc., Press Release, issued July 21, 2004.

99.2

Addendum dated July 16, 2004 to the Existing Agreement between Media and Entertainment.com, Inc. and Winsonic Holdings, Ltd.

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