MEDE requests Authorized Shares Increase

THURSDAY , SEPTEMBER 12, 2002 10:03 AM

Media & Entertainment.com Inc (OTCBB: MEDE) released a PRE 14A on Wednesday, after the market closed, announcing the Special Meeting of Stockholders to be held on October 10, 2002 at 10:00 a.m. PT.

Among other things, shareholders will be asked:

- To approve an amendment to our articles of incorporation increasing the number of authorized shares of common stock from 20,000,000 shares to 50,000,000 shares.

The Company plans to raise a minimum of $50,000 to a maximum of $2,000,000 through a self-underwritten private placement to only accredited investors of our equity securities. The net proceeds, after offering expenses, will be used for working capital. The offering will consist of shares of a series of our preferred stock and warrants to be sold in units. It is expected that the preferred stock will be convertible, into common stock at approximately a 15% discount to the mean bid and asked prices of our common stock. Based upon a 15% discount to the mean bid and asked prices of a share of our common stock ($.615 as of September 6, 2002), the Company anticipates that a minimum of 95,785 shares and a maximum of 3,831,418 shares of common stock will be required if all $2,000,000 stated amount of shares of preferred stock are converted at $.522 per common share, without giving effect to the payment in kind of interest.

The preferred stock will pay an 8% per annum dividend payable in additional shares of preferred stock. It is expected that the warrants included in the units will be issued on approximately a one-for-six basis to each share of preferred stock. Each class A warrant will be exercisable at approximately $2.50 per warrant for one share of common stock plus one class B warrant. Each class B warrant will be exercisable at approximately $5.00 per warrant for one share of common stock and one class C warrant, exercisable at approximately $10.00 per warrant for one share of common stock.

As of 09/09/2002, there were 12,367,301 shares of the Company's common stock outstanding.