SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FIRST AMENDED
FORM 10-SB/A

GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

STAR E MEDIA CORP.
(Name of Small Business Issuer in its Charter)

NEVADA 91-2038162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

27171 BURBANK ROAD
LAKE FOREST, CALIFORNIA 92610
(Address of principal executive offices) (Zip Code)

ISSUER'S TELEPHONE NUMBER: (949) 581-9477

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED

None None

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, PAR VALUE $0.001
(Title of class)

STAR E MEDIA CORP.
TABLE OF CONTENTS
FORM 10-SB

PART I
Item 1. Description of Business 1
- -------- --------------------------
Item 2. Management Discussion and Analysis 5
- -------- --------------------------------------
Item 3. Description of Property 7
- -------- --------------------------
Item 4. Security Ownership of Certain Beneficial Owners and Management 7
- -------- ---------------------------------------------------------------
Item 5. Directors, Executive Officers, Promoters and Control Persons 8
- ------- -------------------------------------------------------------
Item 6. Executive Compensation 10
- -------- ------------------------
Item 7. Certain Relationships and Related Transactions 11
- -------- ---------------------------------------------------
Item 8. Description of Securities 12
- -------- ----------------------------

PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
- -------- ---------------------------------------------------------------
and Other Shareholder Matters 13
------------------------------
Item 2. Legal Proceedings 14
- -------- -------------------
Item 3. Changes in and Disagreements with Accountants 14
- -------- ---------------------------------------------------
Item 4. Recent Sales of Unregistered Securities 14
- -------- --------------------------------------------
Item 5. Indemnification of Directors and Officers
- -------- ----------------------------------------------

PART III
Item 1. Index to Exhibits 18
- -------- --------------------
Item 2. Description of Exhibits 19
- -------- --------------------------

PART I

This Registration Statement on Form 10-SB includes forward-looking state-
ments within the meaning of the Securities Exchange Act of 1934 (the "Exchange
Act"). These statements are based on management's beliefs and assumptions, and
on information currently available to management. Forward-looking statements
include the information concerning possible or assumed future results of
operations of the Company set forth under the heading "Management Discussion and
Analysis." Forward-looking statements also include statements in which words
such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider" or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Company's future results and
shareholder values may differ materially from those expressed in these
forward-looking statements. Readers are cautioned not to put undue reliance on
any forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

We are a Nevada corporation, originally incorporated as Star E Media,
Corporation in March 2000. From the date of our incorporation through August
2001, our business activities were limited to organizational matters, recruiting
members of our management team, and contractual negotiations with our three
major suppliers.

During this time, our management determined that being a publicly traded
company would allow us to raise necessary capital and would give us additional
credibility and leverage in negotiations with suppliers and distributors. In
August 2001, we merged with a publicly traded shell corporation, Quick & Easy
Software, Inc., a Nevada corporation, and the name of Quick & Easy was changed
to Star E Media Corp. Prior to the merger, Quick & Easy had 2,400,000 shares of
common stock outstanding, and as part of the merger an additional 10,000,000
shares of Quick & Easy common stock were issued to our shareholders in exchange
for 10,000,000 shares of Star E Media, Corporation. The terms of the merger
were determined based on arms-length negotiations between unrelated parties, and
the transaction was accounted for as a reverse acquisition.

Prior to the merger, the beneficial owners of Star E Media, Corporation
were Ghaby "Gabriel" Nassar, our Chief Executive Officer, Eugene G. Abbadessa,
our President, Mouneer Sallman, the beneficial owner of shares held by
Investment One, and Mehdi Hatamian, our Director. Prior to the merger, the
beneficial owners of Quick & Easy were Carl T. Suter and Joe R. Glenn.

Since the merger with Quick & Easy, our business operations have focused on
establishing contractual relationships with our suppliers and distributors as
more fully set forth below.

Principal Products and Markets
- ---------------------------------

We develop and market children's bilingual educational/entertainment soft-
ware, primarily in the Spanish, Arabic, and English languages. We have
agreements with three software companies to localize their English CD-ROM
educational/entertainment software to foreign languages, and then distribute the
software primarily in countries other than the United States. Our list of
software titles includes:

KEY

A Complete
B Gold Master
C In Development
D To Be Developed

ARABIC TITLES STATUS DISTRIBUTOR
- ------------- ------ -----------
I'm Ready for Kindergarten: Huggley's Turtle Rescue C SpaceToon
- --------------------------------------------------- - ---------
Alphabet K B SpaceToon
- ---------- - ---------
Beginning Reading A Different Tune 1-1 A SpaceToon
- -------------------------------------- - ---------
Beginning Reading Beep, Beep! K-2 A SpaceToon
- --------------------------------- - ---------
Beginning Reading Jog, Frog, Jog K-1 C SpaceToon
- ------------------------------------ - ---------
Beginning Reading The Big Race 1-2 C SpaceToon
- ---------------------------------- - ---------
Beginning Sounds Preschool C SpaceToon
- -------------------------- - ---------
Clifford Reading C SpaceToon
- ---------------- - ---------
Clifford Thinking Adventure C SpaceToon
- --------------------------- - ---------
Does it Belong? Preschool A SpaceToon
- ------------------------- - ---------
I Spy Classic A SpaceToon
- ------------- - ---------
I Spy Junior Puppet Playhouse A SpaceToon
- ----------------------------- - ---------
I Spy Spooky Mansion D SpaceToon
- -------------------- - ---------
I'm Ready for Kindergarten: Huggley's Sleep Over D SpaceToon
- ------------------------------------------------ - ---------
Jumpstart 1st Grade D SpaceToon
- ------------------- - ---------
Jumpstart 2nd Grade D SpaceToon
- ------------------- - ---------
Jumpstart 3rd Grade A SpaceToon
- ------------------- - ---------
Jumpstart Kindergarten D SpaceToon
- ---------------------- - ---------
Jumpstart Pre-Kindergarten D SpaceToon
- -------------------------- - ---------
Jumpstart Preschool D SpaceToon
- ------------------- - ---------
Jumpstart toddlers D SpaceToon
- ------------------ - ---------
Math 1 D SpaceToon
- ------ - ---------
Math 2 D SpaceToon
- ------ - ---------
Math 3 D SpaceToon
- ------ - ---------
Math Shop Deluxe D SpaceToon
- ---------------- - ---------
Multiplication & Division 305 D SpaceToon
- ----------------------------- - ---------
Phonics 2-3 D SpaceToon
- ----------- - ---------
Reading Readiness K-1 A SpaceToon
- --------------------- - ---------
Shapes Preschool A SpaceToon
- ---------------- - ---------
Spelling Puzzles 1 A SpaceToon
- ------------------ - ---------
Thinking Skills Preschool A SpaceToon
- ------------------------- - ---------
Transition Math K-1 A SpaceToon
- ------------------- - ---------
Usborne's Animated first Thousand Words A SpaceToon
- --------------------------------------- - ---------

SPANISH TITLES STATUS DISTRIBUTOR
- -------------- ------ -----------
I Spy Junior B ESP International
- ------------ - -----------------
I'm Ready for Kindergarten: Huggley's Turtle Rescue C ESP International
- --------------------------------------------------- - -----------------
I Spy Spooky Mansion C ESP International
- -------------------- - -----------------
Usborne's Animated First Thousand Words B ESP International
- --------------------------------------- - -----------------
Math Shop Deluxe C ESP International
- ---------------- - -----------------
I'm Ready for Kindergarten: Huggley's Sleep Over C ESP International
- ------------------------------------------------ - -----------------
I spy Classic C ESP International
- ------------- - -----------------
Clifford Reading B ESP International
- ---------------- - -----------------
2

Clifford Thinking Adventure B ESP International
- --------------------------- - -----------------
I spy Junior Puppet Playhouse B ESP International
- ----------------------------- - -----------------
Math 2 A ESP International
- ------ - -----------------
Reading Readiness K-1 A ESP International
- --------------------- - -----------------
Does it Belong? Preschool D ESP International
- ------------------------- - -----------------
Spelling Puzzles 1 D ESP International
- ------------------ - -----------------
Math 1 D ESP International
- ------ - -----------------
Math 3 D ESP International
- ------ - -----------------
Beginning Sounds Preschool A ESP International
- -------------------------- - -----------------
Shapes Preschool D ESP International
- ---------------- - -----------------
Transition Math K-1 D ESP International
- ------------------- - -----------------
Beginning Reading Jog, Frog, Jog K-1 D ESP International
- ------------------------------------ - -----------------
Beginning Reading A Different Tune 1-1 D ESP International
- -------------------------------------- - -----------------
Thinking Skills Preschool D ESP International
- ------------------------- - -----------------
Alphabet K D ESP International
- ---------- - -----------------
Beginning Reading Beep, Beep! K-2 D ESP International
- --------------------------------- - -----------------
Beginning Reading The Big Race 1-2 D ESP International
- ---------------------------------- - -----------------
Multiplication & Division 305 D ESP International
- ----------------------------- - -----------------
Phonics 2-3 D ESP International
- ----------- - -----------------

Our distribution agreement with Scholastic, Inc. gives us the non-exclusive
right to translate thirteen software titles into the Spanish and Arabic
language, and to distribute those titles in Brazil, Colombia, Venezuela, Peru,
Argentina, Costa Rica, Guatemala, El Salvador, Mexico, and Spain. These titles
include "I Spy," and "Clifford." For each unit we translate and sell, we will
pay a royalty to Scholastic of $1.50, and we are otherwise free to choose the
price at which we resell the units to third parties. We have guaranteed a
minimum royalty to Scholastic of $80,500, payable in advance and recoupable
against the first royalties due. Scholastic may purchase translated units from
us for distribution by them in the rest of the world other than our territory
for prices ranging from $2.50 to $3.50 per unit. Finally, for each unit we
sell, but which Scholastic translated, Scholastic will pay us a royalty of
$0.50. The agreement will terminate, unless extended, on May 31, 2003.

Our distribution agreement with School Zone Interactive gives us the
exclusive right to translate twenty-eight software titles into the Spanish and
Arabic languages, and to distribute those titles worldwide. These titles
include "Reading Readiness," "Alphabet K," and "Phonics." For each unit we
translate and sell, we will pay a royalty to School Zone of $1.70, and we are
otherwise free to choose the price at which we resell the units to third
parties. We paid an advance royalty to School Zone on four titles at $5,000 per
each title. We have guaranteed minimum sales of 12,000 units in year one
(representing royalties of at least $20,400), and 6,000 units in each of the
subsequent three years (representing royalties of at least $10,200 per year). We
anticipate being able to meet the minimum sales, but in the event we do not we
will be required to pay to School Zone an amount equal to the difference. The
agreement will terminate, unless extended, on December 31, 2005.

Our license and distribution agreement with Vivendi Universal Interactive
Publishing North America, Inc. gives us the exclusive right to translate nine
software titles into the Arabic language, and to distribute those titles in the
Middle East. These titles include the "Jumpstart" series and "Mega Math
Blaster." For each unit we translate and sell, we will pay a royalty to Vivendi
of $4.00, and we are otherwise free to choose the price at which we resell the
units to third parties. We paid an advance royalty to Vivendi of $8,000 per
title, and we have guaranteed sales of at least two thousand units. The
agreement will terminate, unless extended, on July 24, 2002. We are negotiating
with Vivendi to extend the agreement, and we believe we will be successful in
extending the agreement under identical terms.
3

We are dependent on these three suppliers to provide our products.

Distribution
- ------------

We will distribute software titles through marketing and sales agreements
with two independent marketing and sales companies who will establish
distributors worldwide.

Our marketing and sales agreement with SpaceToon grants to them the
exclusive right to market, sell, and distribute all of our products in the
Middle East, North Africa, and Arabic speaking nations. The price to be paid by
SpaceToon for our products is $4.75. The agreement will terminate, unless
extended, on April 30, 2007.

Our Licensing Representative Agreement with ESP International grants to
them the exclusive right-to-recruit, establish, and manage distributors for all
of our products worldwide except for the Middle East and Arabic speaking
nations. We will pay a monthly fee to ESP starting at $3,000 and increasing to
$10,000 per month over nine months, and ESP will receive a 25% commission on all
royalties received with the exception of School Zone products. ESP has
guaranteed minimum sales from distributors it recruits of 220,000 units in the
first year, increasing annually up to 1,250,000 units in year four. The
agreement will terminate, unless extended, on May 31, 2005.

We are dependent on these two marketing and sales organizations to market
and sell all of our products.

Competition
- -----------

We compete with many software manufacturers for the sale of CD-ROM based
educational software. Although sales of education software are competitive in
the United States, we believe that sales in the Middle East, Arabic, and Spanish
speaking countries are not as strong. We are not aware of any competitor in
these regions for our products. In addition, because of the exclusive nature of
some of our product agreements, we will not have direct competition for the sale
of identical products, although we will face competition from other software
titles.

Intellectual Property
- ----------------------

Because we acquire our principal products through license agreements, we do
not have any intellectual property rights to the products. We have no
registered trademarks or service marks to date.

Government Approvals and Regulation
- --------------------------------------

Other than customary labor laws and local ordinances regarding sales of
products in public, we are not subject to any government regulation. Further,
we are not subject to any environmental laws or regulations. Any risk
associated with the sale of our products in foreign markets is assumed by our
distributors.

Research and Development
- --------------------------

We have not spent any material amount of time or money on research and
development, and do not anticipate doing so in the future. Our financial
statements reflect some research and development expenses, which are related to
development expenses in translating the software titles into foreign language.
4

Employees
- ---------

We do not currently have any employees. Our officers and directors are
engaged on a consulting basis, and we have approximately five part-time
consultants who are translating the software titles we acquire. We intend to
add additional translation consultants and full-time executives in finance and
distribution as sales of our products begin to increase.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

QUALIFIED REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Our independent accountant has qualified his report. He states that the
audited financial statements of Star E Media Corp. for the period from March 8,
2000 (inception) to December 31, 2000, and for the year ending December 31,
2001, have been prepared assuming the company will continue as a going concern.
He notes that our lack of established sources of revenue raises substantial
doubt about our ability to continue in business.

CRITICAL ACCOUNTING ISSUES

Our financial statements and accompanying notes are prepared in accordance
with generally accepted accounting principles in the United States. Preparing
financial statements requires our management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, and expenses.
These estimates and assumptions are affected by our management's applications of
accounting policie. The critical accounting policy for us is the capitali-
zation and amortization of development (translation) costs.

One of the components of inventory is the capitalized development
(translation) costs. Capitalized development costs are the translation costs
that can be identified with a particular product. We maintain our capitalized
development (translation) costs on a per-title and a per-language basis. At the
end of the development (translation) of a title, our management estimates the
total number of expected units to be sold and a per-unit-sold amortization is
established.

YEARS ENDED DECEMBER 31, 2001 AND 2000

Results of Operations

We had significant losses of $292,807 for the year ended December 31, 2001.
We have funded losses from the sale of our stock, and the issuance of stock for
services. We expect losses to continue. To the extent losses continue and we
are unable to fund them, we may have to curtail aspects of our operations or
cease operations altogether.

We intend to pursue our business plan and meet our reporting requirements
utilizing cash made available from the private sale of our securities as well as
income from the distribution of our products. Our management is aggressively
pursuing relationships and markets for the distribution of our products and is
of the opinion that cash flow from the sales of our securities will be
sufficient to pay our expenses until our business operations create positive
cash flow. We do not currently have sufficient capital to continue operations
for the next twelve months and will have to raise additional capital to meet our
business objectives as well as our 1934 Act reporting requirements.
5

On a long-term basis, our liquidity is dependent on revenue generation,
additional infusions of capital and potential debt financing. Our management
believes that additional capital and debt financing in the short term will allow
us to pursue our business plan and thereafter result in revenue and greater
liquidity in the long term. However, we currently have no arrangements for such
financing and there can be no assurance that we will be able to obtain the
needed additional equity or debt financing in the future.

Revenues

Our total revenue for the year ended December 31, 2001 was $6,250, which
was the result of a single transaction. Our cost of goods sold was $4,540,
resulting in a gross profit of $1,710. We did not have any revenues for the
year ended December 31, 2000.

Expenses

Our total expenses for the year ended December 31, 2001 was $294,517,
consisting of sales and marketing expenses of $3,800 (1% of total expenses),
general and administrative expenses of $123,791 (42% of total expenses),
research and development expenses of $164,888 (56% of total expenses), and
depreciation expense of $2,038 (less than 1% of total expenses). For the year
ended December 31, 2000, total expenses were $186,806, consisting of general and
administrative expenses of $46,550 (25% of total expenses), and research and
development expenses of $140,256 (75% of total expenses). The increase in all
categories from the year ended December 31, 2000 to the year ended December 31,
2001 is a result of an overall increase in business activity as we began
operations.

Net Losses

Net losses for the year ended December 31, 2001 were $292,807, as compared
to $186,806 for the previous year. As described in expenses above, the increase
in the net loss is a result of an overall increase in business activity as we
began operations.

Liquidity and Capital Resources

We had cash of $71,317, inventory of $238,041, and prepaid royalties of
$115,915, for total current assets of $425,273 as of December 31, 2001. This
compares to cash of zero, inventory of zero, prepaid royalties of $46,230, and
total current assets of $46,230 as of December 31, 2000. The cash was received
primarily from the private sale of our stock, and the inventory consisted
primarily of boxed software titles ready for distribution. We had equipment of
$20,601, for total assets of $445,874 as of December 31, 2001, as compared to
equipment of $1,890 and total assets of $48,120 as of December 31, 2000. As
above, the increase in assets, primarily current assets, is a result of an
overall increase in business activity as we began operations. Our only material
commitment other than operating expenses is a potential minimum royalty payment
to School Zone of $20,400.

THREE MONTHS ENDED JUNE 30, 2002

Revenues

We did not have any revenues during the six months ended June 30, 2002.
Revenues were $6,250 for the three months ended June 30, 2001, which was the
result of a single transaction. Our cost of goods sold was $4,540, resulting in
a gross profit of $1,710.
6

Expenses

Our total expenses for the three months ended June 30, 2002 was $102,003,
consisting of sales and marketing expenses of $4,811 (5% of total expenses),
general and administrative expenses of $82,978 (82% of total expenses), research
and development expenses of $12,914 (13% of total expenses), and depreciation
expense of $1,300 (1% of total expenses). For the three months ended June 30,
2001, total expenses were $41,811, consisting of general and administrative
expenses of $37,732 (90% of total expenses), research and development expenses
of $5,289 (13% of total expenses), and depreciation expense of $500 (1% of total
expenses). The increase in all categories from the three months ended June 30,
2001 to the three months ended June 30, 2002 is a result of an overall increase
in business activity as we began operations.

Net Losses

Net losses for the three months ended June 30, 2002 were $102,003, as
compared to $41,811 for the same time period in the previous year. As described
in expenses above, the increase in the net loss is a result of an overall
increase in business activity as we began operations.

Liquidity and Capital Resources

We had cash of $4,669, inventory of $370,705, and prepaid royalties of
$125,915, for total current assets of $501,289 as of June 30, 2002. This
represents an increase in total current assets of $76,016 as compared to
December 31, 2001. The cash was received primarily from the private sale of our
stock, and the inventory consisted primarily of boxed software titles ready for
distribution. Our only material commitment other than operating expenses is a
potential minimum royalty payment to School Zone of $20,400.

ITEM 3. DESCRIPTION OF PROPERTY

We lease approximately 5,000 square feet of office space, and approximately
1,000 square feet of warehouse space, both at 27171 Burbank Road, Lake Forest,
California 92610, from Diversi Corp., an entity owned by two of our directors,
Eugene G. Abbadessa and Ghaby ("Gabriel") Nassar. The lease is a verbal,
month-to-month agreement, and we agree to pay certain overhead expenses of
Diversi of approximately $8,000 per month that are allocated as rent expense.

We believe that our existing office and warehouse space are sufficient to
meet our needs for the foreseeable future. In the event we need additional
office or warehouse space, we anticipate being able to obtain it at our current
location from our current lessor, or from third parties at market rates as
necessary.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 30, 2002, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) the Officers and Directors of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
7

Name and Address of Amount and Nature of Percent of
---------------------------------- --------------------- -----------
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- ----------------------------- ---------------------------------- --------------------- -----------

Common
Stock . . . . . . . . . . . . Eugene G. Abbadessa 1,063,126 (3) 8.5%

Common
Stock . . . . . . . . . . . . Ghaby ("Gabriel") Nassar 1,063,126 (3) 8.5%

Common
Stock . . . . . . . . . . . . Greg Gilbert -0- *%

Common
Stock . . . . . . . . . . . . Joseph Bevacqua 101,000 *%

Common
Stock . . . . . . . . . . . . Mehdi Hatamian 883,334 7.0%

Investment One (4)
Common c/o McKinney, Bancroft and Hughes
Stock . . . . . . . . . . . . Mareva House, Nassau Bahamas 5,673,748 45.3%

Carl T. Suter
Common 4070 Cassia Linda Lane
Stock . . . . . . . . . . . . Yorba Linda, CA 92886 910,000 (5) 7.3%

All Officers and Directors
as a Group (5 persons) 3,110,586 24.9%
- ----------------------------- ---------------------------------- --------------------- -----------

* less than 1%

(1) Unless otherwise noted, the address of each shareholder is c/o Star E
Media Corp., 27171 Burbank Road, Lake Forest, California 92610.

(2) Based on 12,525,000 shares outstanding as of June 30, 2002.

(3) Includes 63,126, or 50%, of the 126,252 shares owned of record by
Western Global, a corporation jointly owned by Mr. Abbadessa and Mr. Nassar.

(4) The beneficial owner of Investment One is Mr. Mouneer Sallman, the
brother-in-law of Mr. Nassar. Mr. Nassar disclaims any beneficial ownership of
the shares held by Investment One. The United States contact for Investment One
is attorney Paul Konapelsky, 15 Corporate Plaza Drive, Suite 130, Newport Beach,
California 92660. Mr. Konapelsky is the beneficial owner of 245,000 shares of
our common stock, which are not reflected in the table.

(5) Includes 325,000 shares of common stock owned of record by Continental
American Resources, Inc., of which Mr. Suter is believed to be the sole
shareholder.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of the current directors
and executive officers of the Company, the principal office and position with
the Company held by each and the date each became a director or executive
officer of the Company. The executive officers of the Company are elected
annually by the Board of Directors. The directors serve one-year terms until
their successors are elected. The executive officers serve terms of one year or
until their death, resignation or removal by the Board of Directors. Unless
described below, there are no family relationships among any of the directors
and officers.
8

Name Age Position(s)
- ---- --- -----------
Ghaby ("Gabriel") Nassar 58 Chairman of the Board, CEO, Secretary (2001)

Eugene G. Abbadessa 59 President, COO, Director (2001)

Joseph Bevacqua 57 Chief Financial Officer (2001)

Greg Gilbert 61 Executive Vice President (2001)

Dr. Medhi Hatamian 46 Director (2001)

GHABY ("GABRIEL") NASSAR is the Chairman of the Board, Chief Executive
Officer, Secretary, and a Director of the Company. For the last seven years Mr.
Nassar has served as an independent consultant for various telecommunications,
packaging, and vitamin companies. Mr. Nassar was an officer and director of
StarTronix International, Inc., a publicly traded company. Previously, Mr.
Nassar was involved in real estate development and served twelve years on the
Congressional Advisor Commission for Congressman Mervyn Dymally. He has also
served as a founding director of the Pacific Rim Investment & Trade Association,
Chairman of the Orange County District Attorney Foundation, and attended
Michigan State University where he studied Business Administration.

EUGENE G. ABBADESSA is the President, Chief Operations Officer, and a
Director of the Company. Since 1996, Mr. Abbadessa has been an independent
consultant with Mr. Nassar. Mr. Abbadessa was an officer and director of
StarTronix International, Inc., a publicly traded company. Previously, he spent
twelve years as Vice President of Hughes Electronics in the electronics
manufacturing and software division. Before joining Hughes, Mr. Abbadessa
served in various technical management positions with National Cash Register,
Xerox, and General Automation. Mr. Abbadessa is a graduate of California State
University at Long Beach in Industrial Technology and attended Pepperdine
University School of Management where he studied for his MBA in Business
Management. Mr. Abbadessa is also a licensed California contractor.

JOSEPH BEVACQUA is the Chief Financial Officer of the Company. He is a
certified public accountant, and has served as an independent consultant and
financial officer for more than thirty years. Mr. Bevacqua was Chief Financial
Officer for The Peterson Law Firm from April 1999 to December 2000. From
February 1992 through March 1999 he served as an independent financial
consultant, including the restructuring of Jose Eber Salons Inc. Mr. Bevacqua
earned a Bachelor of Science in Accounting in 1968 from California State
University at Long Beach and received an MBA in 1978 from Pepperdine University
School of Management.

GREG GILBERT is the Executive Vice President of the Company. For the past
35 years, he has served as an independent consultant advising and managing
private and public growth-stage companies. Mr. Gilbert was involved in mortgage
banking and mobile home park development prior to founding American Continental
Corporation, a real estate development company later sold to Dynasonics Corp in
1969. Mr. Gilbert was a founder of U.S. Homes, which was later sold to a
division of Chrysler in 1970. In 1971 Mr. Gilbert formed Gilbert & Associates
to provide growth-stage companies with financial advisory services. Mr. Gilbert
is a founding director of the Pacific Rim Investment & Trade Association.

DR. MEDHI HATAMIAN is a Director of the Company. Since 1996, he has served
as the Director of DSP Microelectronics Technology at Broadcom Corp. Mr.
Hatamian's areas of expertise include high-speed VSLI signal processing, image
processing, high temperature superconductors, adaptive filtering, and high-
density sub-micron CMOS design. Mr. Hatamian has published over 40 papers in
these areas of expertise. Currently, he holds eight patents and has several
9

patents pending. From 1991 to 1996, he was the co-founder and Vice President of
Technology of Silicon Design Experts, Inc. From 1982 to 1991, Mr. Hatamian
worked with Visual Communications Research and the VLSI Systems Research
Departments of Bell Laboratories where he became a Distinguished Member of the
Technical Staff in 1988. Prior to that, Mr. Hatamian worked on hardware and
software designs for one of NASA's Space Shuttle projects from 1978 to 1982. Mr.
Hatamian is a senior member of IEEE. He has also participated in a number of
conferences and professional activities in his areas of expertise as the
organizer, session chair, panelist, and moderator. Mr. Hatamian is also on the
Board of Directors of Panacea Pharmaceuticals and Market Engine Corp. He
received his Bachelor of Science degree in Electrical Engineering from the
Arya-Mehr University of Technology in 1977, and his Masters of Science and PH.D.
degrees in Electrical Engineering from the University of Michigan, Ann Arbor, in
1978 and 1982, respectively.

ITEM 6. EXECUTIVE COMPENSATION

Executive Officers and Directors
- -----------------------------------

None of our executive officers and directors is subject to a written
employment agreement, and we have not paid compensation to any of our executive
officers or directors for services rendered to us in 2002, and no compensation
is accruing. During the fiscal year ended December 31, 2001, we paid $20,500 in
consulting fees to each of Mr. Abbadessa and Mr. Nassar, and $11,725 to Mr.
Bevacqua, for services rendered to the Company.

A director who is an employee does not receive any cash compensation as a
director. There is no plan in place for compensation of persons who are
directors who are not employees of the Company

Summary Compensation Table
- ----------------------------

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2000
and 2001. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- ----------------------------------------------
AWARDS PAYOUTS
--------------------------------- ----------------------- ---------------------

RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)

Ghaby ("Gabriel") Nassar 2000 -0- -0- -0- -0- -0- -0- -0-
Chairman/CEO/Secretary . 2001 -0- -0- 20,500 -0- -0- -0- -0-

Eugene G. Abbadessa. . . 2000 -0- -0- -0- -0- -0- -0- -0-
President/COO/Director . 2001 -0- -0- 20,500 -0- -0- -0- -0-

Joseph Bevacqua. . . . . 2000 -0- -0- -0- -0- -0- -0- -0-
CFO. . . . . . . . . . . 2001 -0- -0- 11,725 -0- -0- -0- -0-

Greg Gilbert . . . . . . 2000 -0- -0- -0- -0- -0- -0- -0-
Executive VP . . . . . . 2001 -0- -0- -0- -0- -0- -0- -0-

Dr. Mehdi Hatamian . . . 2000 -0- -0- -0- -0- -0- -0- -0-
Director . . . . . . . . 2001 -0- -0- -0- -0- -0- -0- -0-

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS/SARS
UNDERLYING GRANTED EXERCISE OR BASE
OPTIONS/SARS GRANTED TO EMPLOYEES IN FISCAL PRICE
NAME (#) YEAR ($/SH) EXPIRATION DATE

Eugene G. Abbadessa. . . . . . . . . . -0- N/A N/A N/A
Ghaby ("Gabriel") Nassar . . . . . . . -0- N/A N/A N/A
Joseph Bevacqua. . . . . . . . . . . . -0- N/A N/A N/A
Greg Gilbert . . . . . . . . . . . . . -0- N/A N/A N/A
Dr. Mehdi Hatamian . . . . . . . . . . -0- N/A N/A N/A

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES SECURITIES UNDERLYING OPTION/SARS
ACQUIRED ON OPTIONS/SARS AT FY-END AT FY-END
EXERCISE VALUE REALIZED (#) ($)
NAME . . . . . . . . . . . . . . . . . (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Eugene G. Abbadessa. . . . . . . . . . -0- N/A N/A N/A
Ghaby ("Gabriel") Nassar . . . . . . . -0- N/A N/A N/A
Joseph Bevacqua. . . . . . . . . . . . -0- N/A N/A N/A
Greg Gilbert . . . . . . . . . . . . . -0- N/A N/A N/A
Dr. Mehdi Hatamian . . . . . . . . . . -0- N/A N/A N/A

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Each of the transactions described in this Item 7 was conducted on terms
that our management believes are equal to those that would have been reached in
arms length transactions between unrelated parties. We have not developed a
formal policy governing transactions with related persons or entities.

Stock Issuances
- ----------------

In January 2001, we issued (i) 135,000 shares of common stock to Dr. Mehdi
Hatamian, a director of the Company, for cash consideration equal to $100,000,
or $0.74 per share, (ii) 75,000 shares of common stock to an unrelated
individual for cash consideration equal to $50,000, or $0.666 per share, and
(iii) 37,500 shares to an unrelated individual who was an assignee of Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers and directors of the Company, as consideration for the reduction of
$25,000 in debt due from the Company to Western Global.

In May and June 2001, we issued 202,500 shares of common stock to Dr. Mehdi
Hatamian, a director of the Company, for cash consideration equal to $150,000,
or $0.74 per share.

In November 2001, we issued 600,166 shares of common stock to five
unrelated shareholders as consideration for the Quick & Easy merger.

In March 2002, we issued 100,000 shares of common stock to Dr. Mehdi
Hatamian, a director of the Company, for consideration equal to $100,000, or
$1.00 per share.

Real Property Lease
- ---------------------

Consulting Agreements
- ----------------------

Our executive officers are engaged on a consulting basis. We do not have
any written consulting agreements with them, and they do not receive and regular
compensation. In 2001, Mr. Abbadessa and Mr. Nassar each received a total of
$20,500 in consulting fees, and Mr. Bevacqua received a total of $11,725 in
consulting fees. No other officer or director received any compensation for
services rendered to the Company.

ITEM 8. DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.001, and 20,000,000 shares of preferred stock, par value
$0.001. As of June 30, 2002, there are 12,525,000 shares of our common stock
issued and outstanding, and no shares of preferred stock issued or outstanding.

COMMON STOCK. Each shareholder of our common stock is entitled to a pro
rata share of cash distributions made to shareholders, including dividend
payments. The holders of our common stock are entitled to one vote for each
share of record on all matters to be voted on by shareholders. There is no
12

cumulative voting with respect to the election of our directors or any other
matter. Therefore, the holders of more than 50% of the shares voted for the
election of those directors can elect all of the directors. The holders of our
common stock are entitled to receive dividends when and if declared by our Board
of Directors from funds legally available therefore. Cash dividends are at the
sole discretion of our Board of Directors. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of our liabilities and after provision has been made for each class of stock, if
any, having any preference in relation to our common stock. Holders of shares
of our common stock have no conversion, preemptive or other subscription rights,
and there are no redemption provisions applicable to our common stock.

DIVIDEND POLICY. We have never declared or paid a cash dividend on our
capital stock. We do not expect to pay cash dividends on our common stock in
the foreseeable future. We currently intend to retain our earnings, if any, for
use in our business. Any dividends declared in the future will be at the
discretion of our Board of Directors and subject to any restrictions that may be
imposed by our lenders.

PREFERRED STOCK. We are authorized to issue 20,000,000 shares of preferred
stock, par value $0.001, of which no such shares are issued and outstanding. We
have not designated the rights and preferences of our preferred stock. The
availability or issuance of these shares could delay, defer, discourage or
prevent a change in control.

STOCK OPTION PLAN. On July 1, 2002, our directors and shareholders
approved the Star E Media Corp. Omnibus Securities Plan, effective July 1, 2002.
The plan offers selected employees, directors, and consultants an opportunity to
acquire our common stock, and serves to encourage such persons to remain
employed by us and to attract new employees. The plan allows for the award of
stock and options, up to 1,200,000 shares of our common stock. Following the
effectiveness of this registration statement, we intend to register with the
Securities and Exchange Commission the shares of common stock covered by the
plan. We have not issued any options or stock awards under the plan.

TRANSFER AGENT. The transfer agent for our common stock is Holladay Stock
Transfer, 2939 North 67th Place, Scottsdale, Arizona 85251, telephone number
(480) 481-3940.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS

Our common stock is traded on the Pink Sheets under the symbol STRE. Our
common stock is only traded on a limited or sporadic basis and should not be
deemed to constitute an established public trading market. There is no
assurance that there will be liquidity in the common stock.

Below is a table indicating the range of high and low transaction price
for the common stock for each quarterly period within the most recent two
fiscal years. The information reflects prices between dealers, and does not
include retail markup, markdown, or commission, and may not represent actual
transactions.
13

PRICES
-------------
YEAR PERIOD HIGH LOW
---- ---

2000 First Quarter. . . . . . . . . . . . . . . N/A
Second Quarter . . . . . . . . . . . . . . N/A
Third Quarter. . . . . . . . . . . . . . . unpriced
(Sept. 20 (first available) - Sept. 29)
Fourth Quarter . . . . . . . . . . . . . . $0.01 $0.01

2001 First Quarter. . . . . . . . . . . . . . . $0.01 $0.01
Second Quarter . . . . . . . . . . . . . . $0.01 $0.01
Third Quarter. . . . . . . . . . . . . . . $1.00 $0.01
Fourth Quarter . . . . . . . . . . . . . . $1.00 $0.10

2002 First Quarter. . . . . . . . . . . . . . . $0.90 $0.30
Second Quarter . . . . . . . . . . . . . . $1.10 $0.40

As of June 30, 2002, there were 77 holders of record of the common stock.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions
that we do not meet. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.

ITEM 2. LEGAL PROCEEDINGS

We are not a party to or otherwise involved in any legal proceedings.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements with our accountants that are required to
be disclosed pursuant to Item 304 of Regulation S-B.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

In November 2000, we issued (i) 1,000,000 shares of common stock to Eugene
G. Abbadessa and 1,000,000 shares of common stock to Ghaby ("Gabriel") Nassar,
both officers and directors of the Company, for cash consideration equal to
$1,500, respectively, or $0.0015 per share, (ii) 5,323,748 shares of common
stock to Investment One (the beneficial owner of which is Mr. Mouneer Sallman,
the brother-in-law of Mr. Nassar) for cash consideration equal to $5,650, or
$0.00106 per share, (iii) 900,000 shares of common stock to four unrelated
shareholders as consideration for introductions leading to the Quick & Easy
merger, and (iv) 150,000 shares of common stock to Dr. Mehdi Hatamian as
compensation for serving on the Board of Directors. The issuances were exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, each
of the shareholders was an accredited investor, and the shares were restricted
in accordance with Rule 144 promulgated thereunder.

In December 2000, we issued 126,252 shares of common stock to Western
Global, a corporation owned and controlled by Mr. Abbadessa and Mr. Nassar, both
officers and directors of the Company, as consideration for the reduction of
$226,276 in debt due from the Company to Western Global. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act, the
shareholder was an accredited investor, and the shares were restricted in
accordance with Rule 144 promulgated thereunder.
14

In March 2001, we issued 4,000 shares of common stock to an unrelated
individual for cash consideration equal to $4,000, or $1.00 per share. The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act, the shareholder was believed to be an accredited investor, and the shares
were restricted in accordance with Rule 144 promulgated thereunder.

In May and June 2001, we issued 202,500 shares of common stock to Dr. Mehdi
Hatamian, a director of the Company, for cash consideration equal to $150,000,
or $0.74 per share. The issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, the shareholder was an accredited
investor, and the shares were restricted in accordance with Rule 144 promulgated
thereunder.

In August 2001, in connection with the merger of Star E Media Corporation
into Quick & Easy Software, Inc., an aggregate of 8,954,000 shares of Star E
Media Corporation common stock were exchanged for 8,954,000 shares of common
stock of Quick & Easy Software, Inc. At the time of the transaction, Quick &
Easy has 2,400,000 shares issued and outstanding. Quick & Easy was the
surviving entity in the merger, and subsequently changed its name to Star E
Media Corp. The issuances were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, each of the shareholders was believed to be
an accredited investor, and the shares were restricted in accordance with Rule
144 promulgated thereunder.

In August and September 2001, subsequent to the merger with Quick & Easy,
we issued an aggregate of 50,000 shares of common stock to an unrelated
individual for cash consideration equal to $15,000, plus a subscription
receivable of $35,000, or $1.00 per share. The issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act, the shareholder was
believed to be an accredited investor, and the shares were restricted in
accordance with Rule 144 promulgated thereunder.

In November and December 2001, we issued (i) 135,000 shares of common stock
for cash consideration equal to $100,000, or $0.74 per share (ii) 138,834 shares
of common stock for cash consideration equal to $100,000, or $0.72 per share,
and (iii) 2,000 shares of common stock for cash consideration equal to $2,000,
or $1.00 per share, to Dr. Mehdi Hatamian, a director of the Company. The
issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, the shareholder was an accredited investor, and the
shares were restricted in accordance with Rule 144 promulgated thereunder.

In November 2001, we issued 600,166 shares of common stock to five
unrelated shareholders as consideration for introductions leading to the Quick &
Easy merger. The issuances were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, each of the shareholders was believed to be
an accredited investor, and the shares were restricted in accordance with Rule
144 promulgated thereunder.
15

In January 2002, we issued 25,000 shares of common stock to an unrelated
individual for consideration equal to $25,000, or $1.00 per share. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act, the
shareholder was believed to be an accredited investor, and the shares were
restricted in accordance with Rule 144 promulgated thereunder.

In March 2002, we issued 100,000 shares of common stock to Dr. Mehdi
Hatamian, a director of the Company, for consideration equal to $100,000, or
$1.00 per share. The issuance was exempt from registration pursuant to Section
4(2) of the Securities Act, the shareholder was an accredited investor, and the
shares were restricted in accordance with Rule 144 promulgated thereunder.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Six of our Articles of Incorporation provides that officers and
director shall have no personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as an officer or director. This
provision does not eliminate or limit the liability of an officer or director
for acts or omissions that involve intentional misconduct, fraud, or a knowing
violation of law or the payment of distributions in violation of Nevada Revised
Statute section 78.300.

Our bylaws do not further address indemnification.

On July 8, 2002, the Company entered into a written indemnification
agreement with each of Messrs Abbadessa, Nassar, and Hatamian. Under the terms
of the agreement, the Company has agreed to indemnify each of the directors if
he was or is a party or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding of any kind, whether civil, criminal,
administrative or investigative and whether formal or informal (including
actions by or in the right of Corporation and any preliminary inquiry or claim
by any person or authority), by reason of the fact that Director is or was a
director, officer, partner, trustee, employee or agent of Corporation.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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.

PART F/S

The following financial statements are provided herein:

INDEX TO FINANCIAL STATEMENTS
STAR E MEDIA CORP.

Annual Audited Financial Statements
--------------------------------------

Report of Shelley Intl., CPA F-3

Balance Sheets as of December 31, 2001 and 2000 F-4 to F-5

Statement of Operations for the period from March 8,
2000 (inception) to December 31, 2000, and the year
ended December 31, 2001 F-6

Statement of Stockholders' Equity for the period from March 8,
2000 (Inception) to December 31, 2001 F-7
16

Statement of Cash Flows for the period from March 8, 2000
(inception) to December 31, 2000 and the year ended
December 31, 2001 F-8

Notes to Financial Statements F-9 to F-17

Interim Unaudited Financial Statements
-----------------------------------------

Balance Sheets as of June 30, 2002 F-18 to F19

Statement of Operations for the three and six months ended
June 30, 2002 and 2001 F-20

Statement of Stockholders' Equity for the period from March 8,
2000 (Inception) to June 30, 2002 F-21

Statement of Cash Flows for the three and six months
ended June 30, 2002 and 2001 F-22

Notes to Financial Statements F-23 to F-24

PART III

ITEM 1. INDEX TO EXHIBITS

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

3.1+ Articles of Incorporation of Star E Media, Corporation

3.2+ Articles of Incorporation of Quick & Easy Software, Inc.

3.3+ Articles of Merger of Star E Media, Corporation into Quick & Easy
Software, Inc.

3.4+ Certificate of Amendment of Articles of Incorporation of Star E
Media Corp.

3.5+ Amended and Restated Bylaws of Quick & Easy Software, Inc.

3.6+ First Amendment to Bylaws of Quick & Easy Software, Inc.

4.1+ Star E Media Corp 2002 Omnibus Securities Plan

4.2+ Form of Incentive Stock Option Agreement relating to options
granted under the Plan.

4.3+ Form of Non Statutory Stock Option Agreement relating to options
granted under the Plan.

4.4+ Form of Common Stock Purchase Agreement relating to restricted
stock granted under the Plan.

10.1+ Distribution Agreement with Scholastic, Inc.

10.2+ International Distribution Agreement with School Zone Interactive

10.3+ International License and Distribution Agreement with Vivendi
Universal Interactive Publishing North America, Inc.

10.4+ Exclusive International Marketing and Sales Agreement with Space
Toon

10.5+ Licensing Representative Agreement with ESP International

10.6+ Form of Directors Indemnification Agreement

10.7+ Notification of Irrevocable Documentary Credit

21.1+ List of Subsidiaries

99.1 Certification as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
18

99.2 Certification as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

+ Previously Filed.

ITEM 2. DESCRIPTION OF EXHIBITS

Not Applicable.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: September 13, 2002 STAR E MEDIA CORP.

/s/ E.G. Abbadessa
---------------------
By: E.G. Abbadessa
Its: President

STAR E MEDIA CORPORATION

FINANCIAL STATEMENTS

December 31, 2001
December 31, 2000

TABLE OF CONTENTS
-----------------

PAGE

COVER SHEET F-1

TABLE OF CONTENTS F-2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT F-3

BALANCE SHEET, ASSETS F-4

BALANCE SHEET, LIABILITIES AND STOCKHOLDERS' EQUITY F-5

STATEMENT OF OPERATIONS . F-6

STATEMENT OF STOCKHOLDERS' EQUITY F-7

STATEMENT OF CASH FLOWS . F-8

NOTES TO FINANCIAL STATEMENTS . F-9-17

F-2

SHELLEY INTL., CPA
161 E. 1ST. ST. #1
MESA, AZ 85201
(480) 461-8301

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
-------------------------------------------------

To the Board of Directors/Audit Committee
Star E Media Corporation

I have audited the accompanying balance sheets of Star E Media Corporation
as of December 31, 2001 and 2000 and the related statements of operations,
stockholders' equity, and cash flows for the period from March 8, 2000
(inception) to December 31, 2000 and the year ended December 31, 2001. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Star E Media Corporation as
of December 31, 2001 and 2000 and the related statements of operations,
stockholders' equity, and cash flows for the period from March 8, 2000
(inception) to December 31, 2000 and the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established sources or revenue. This
factor raises substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.

Shelley Intl., CPA
/s/ Mark Shelley

March 15, 2002

F-3

STAR E MEDIA CORPORATION
BALANCE SHEET
AS OF DECEMBER 31, 2001 AND 2000
ASSETS
- --------------

December 31, December 31,
2001 2000

CURRENT ASSETS
Cash $ 71,317 $ -
Capitalized Production Costs net 219,820 -
Inventory 18,221
Prepaid Royalties 115,915 46,230
------------- -------------

Total Current Assets 425,273 46,230
------------- -------------

EQUIPMENT, net 20,601 1,890
------------- -------------

OTHER ASSETS
------------- -------------

TOTAL ASSETS $ 445,874 $ 48,120
============= =============

The accompanying notes are an integral part of these statements.

F-4

STAR E MEDIA CORPORATION
BALANCE SHEET
AS OF DECEMBER 31, 2001 AND 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

December 31, December 31,
2001 2000
CURRENT LIABILITIES

Payables and Accrued Expenses $ 9,294 $ -
-------------- --------------

Total Current Liabilities 9,294 -
-------------- --------------

STOCKHOLDERS' EQUITY

Common Stock, authorized
100,000,000 shares of stock,
12,400,000, 8,500,000 and
shares issued and at
December 31, 2001 and 2000
par value $0.001 per share 12,400 8,500
Additional Paid in Capital 1,226,793 226,426
Stock Subscribed (35,000)
Retained Earnings (Deficit) (767,613) (186,806)
-------------- --------------

Total Stockholders' Equity 436,580 48,120
-------------- --------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 445,874 $ 48,120
============= =============

The accompanying notes are an integral part of these statements
F-5

STAR E MEDIA CORPORATION
STATEMENT OF OPERATIONS
for the period from March 8, 2000 (inception) to December 31, 2000,
and the year ended December 31, 2001

Year Ended Period March 8,
December 31, (inception) to
2001 December 31,
2000
-------------- --------------
INCOME
Sales $ 6,250 $ -
-------------- --------------

Total Revenue 6,250 -
-------------- --------------

COST OF SALES
Costs of Goods Sold 4,540 -
-------------- --------------

Total Cost of Sales 4,540 -
-------------- --------------

Gross Profit 1,710 -
-------------- --------------

EXPENSES
Sales and Marketing 3,800 -
General and Administrative 411,791 46,550
Research and Development 164,888 140,256
Depreciation Expense 2,038 -
-------------- --------------

Total Expense 582,517 186,806
-------------- --------------

Loss before Provision for
Income Taxes (580,807) (186,806)

Provision for Income Taxes 0 0
-------------- --------------

NET INCOME (LOSS) $ (580,807) $ (186,806)
============== ==============

Basic and Diluted Earnings
(Loss) per Common Share $ (0.06) $ (0.02)
-------------- --------------

Basic and Diluted Weighted Average
Number of Common Shares 9,909,251 8,374,170
-------------- --------------

The accompanying notes are an integral part of these statements

F-6

STAR E MEDIA CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FROM MARCH 8, 2000 (INCEPTION) TO DECEMBER 31, 2001

Common Stock Additional Stock Accumulated Total
Shares Amount Paid in Subscribed Deficit Equity
Capital
---------- ------- ----------- ----------- ------------ ---------
Iniitial Capitalization, March 8, 2000 8,373,748 $ 8,374 $ 276 $ - $ - $ 8,650
-
Conversion of Debt to Stock. . . . . . 126,252 126 226,150 226,276

Deficit for year . . . . . . . . . . . (186,806) (186,806)
---------- ------- ----------- ----------- ------------ ---------

Balance, December 31, 2000 . . . . . . 8,500,000 8,500 226,426 (186,806) 48,120

Sales of Stock . . . . . . . . . . . . 1,303,500 1,303 515,697 517,000
Reverse Merger with Quick & Easy . . . 2,400,000 2,400 9,667 12,067
Stock Issued for Services. . . . . . . 4,000 4 3,996 4,000
Conversion of Debt . . . . . . . . . . 157,500 158 148,042 148,200
Stock Subscription . . . . . . . . . . 35,000 35 34,965 (35,000) -
Service Contributed by Officers . . . 288,000 288,000

Deficit for year (580,807) (580,807)
---------- ------- ----------- ----------- ------------ ---------

Balance, December 31, 2001 . . . . . . 12,400,000 $12,400 $ 1,226,793 $ (35,000) $ (767,613) $ 436,580
========== ======= =========== ============ ============= =========

The accompanying notes are an integral part of these statements

F-7

STAR E MEDIA
STATEMENT OF CASH FLOWS
for the period March 8, 2000 (inception) to December 31, 2000 and
the year ended December 31, 2001

Year Ended Period March 8,
December 31, (inception) to
2001 December 31,
2000
-------------- ----------------
Cash Flows from
Operating Activities

Net Loss. . . . . . . . . . . .$ (580,807) $ (186,806)

Inventory . . . . . . . . . . . (238,041) -
Prepaids Royalties. . . . . . . (69,685) (46,230)
Accounts Payable. . . . . . . . 9,294 -
Depreciation Expense. . . . . . 2,038 -
Stock for services. . . . . . . 4,000 8,650
Contributed Services. . . . . . 288,000
-------------- ----------------

Net Cash Provided by Operations . (585,201) (224,386)
-------------- ----------------

Cash Flows Used
in Investing Activities
Fixed Asset Purchase. . . . . . 20,749 1,890
-------------- ----------------

Net Cash Used for Investing . . . 20,749 1,890
-------------- ----------------

Cash Flows from Financing
Stock Sales for Cash. . . . . . 517,000 -
Stock Sales for Debt. . . . . . 148,200 226,276
Merger with Quick & Easy. . . . 12,067 -
-------------- ----------------

Cash Flows from Financing . . . . 677,267 226,276
-------------- ----------------

Net Increase (Decrease) in Cash 71,317 -

Cash, Beginning of Period . . . . - -
-------------- ----------------

Cash, End of Period . . . . . . .$ 71,317 $ -
============== ================

Interest paid for the period ended December 31, 2000 was $0.00, Interest paid
for the year ended December 31, 2001 was $0.00.

Taxes paid for the period ended December 31, 2000 was $0.00, Taxes paid for the
year ended December 31, 2001 was $0.00.

Schedule of Significant Non-Cash Transactions

Period ended December 31, 2000
8,373,748 shares issued for services valued at $8,650
126,252 shares issued for payment of debt valued at $226,276

Year ended December 31, 2001
157,500 shares issued for payment of debt valued at $148,200
Merger with Quick & Easy, 2,400,000 shares issued, see notes for details
Officers codntributed services valued at $288,000

The accompanying notes are an integral part of these statements

F-8

STAR E MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

Star E Media Corporation (the Company) was formed on March 8, 2000 in the State
of Nevada. We develop and produce children's educational products in a
multi-lingual format, focusing on the CD technology. We are positioning our
Company to be a gateway for interactive educational technology, initially for
the Arabic and Spanish languages and later for other languages. We have
established a relationship and have royalty agreements with three major US
producers of educational software. Our agreements allow us to utilize proven
and successful titles and add an additional language. These agreements allow us
to bypass the ramp-up time for releasing a title free from computer bugs.

BASIS OF PRESENTATION

The accompanying statements have been prepared following accounting standards
generally accepted in the United States of America. The statements have been
prepared assuming that the Company will continue as a going concern. As
reflected in the accompanying financial statements, the Company had negative
cash flow from operations and incurred a net loss during the previous two years.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to achieve sufficient cash flow from operations or secure adequate future
financing and be therefore unable to continue as a going concern.

PRODUCT DEVELOPMENT

We have licensing agreements with three companies, Scholastic, School Zone
Interactive and Knowledge Adventure for a total of 40 titles (previously
produced children's educational games and activities). These agreements allow
us to add either Spanish, Arabic or both to the titles. We are also allowed to
market these products in specifically identified countries. None of the
agreements allow us to sell in the US. The licensing agreements are generally
for 3 years. Of the 40 titles, 11 have progressed through the development stage
and are in the production stage or have production planned for the near future.

MARKETING STRATEGY

Future operating results will depend on the Company's ability to attract new
customers to generate sufficient volume to fund operations. We are principally
attempting to establish relationships with established wholesalers.

F-9

REVENUE RECOGNITION

We sell to end-users and to wholesale distributors. For both of these types of
sales we recognize revenue upon shipment. We offer no right of return for
either type of sale on our product. We do offer a limited warranty that our CD
is not defective. The warranty policy on CD's is explained under Warranties
below.

We do not offer any additional elements with our products such as upgrades or
services.

RESEARCH AND DEVELOPMENT

All costs incurred to establish the technological feasibility of a computer
software product to be sold are research and development costs. Those costs are
charged to expense when incurred as required by FASB Statement No. 2, Accounting
for Research and Development Costs. Costs incurred in this manner and expensed
as prescribed were $140,256 in 2000 and $164,888 in 2001.

ADVERTISING

Advertising and marketing costs are expensed as incurred. Advertising expense
totaled $3,800 for year ended December 31, 2001 and zero for the period ended
December 31, 2000.

INVENTORY

Production Costs of Computer Software

Costs of producing product masters incurred subsequent to establishing techno-
logical feasibility are capitalized and amortized as prescribed by FASB No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed. Those costs include coding and testing performed subsequent to the
establishing technological feasibility. Capitalized software costs are amortized
on a product-by-product basis annually. The annual amortization is the greater
of the amount computed using the ratio that current gross revenues for a product
bear to the total of current and anticipated future gross revenues for that
product or the straight-line method over the remaining estimated economic life
of the product including the period being reported on. Amortization starts when
the product is available for sale. At each balance sheet date, the unamortized
capitalized costs of computer software shall be compared to the net realized
value of that product. The amount by which the unamortized capitalized costs of
a computer software product exceed the net realizable value of that asset is
written off. There has been no write off for reduction in asset value. Below is
the schedule of capitalized computer software costs and the associated
amortization.

12/31/01 12/31/00
Capitalized Production Costs 221,645 0
Amortization of Production Costs (1,825) 0
------- -
(Amount transferred to Costs of Goods
Sold)

Net Unamortized Production Costs 219,820 0
------- -

F-10

Inventory Costs

The costs incurred for duplicating the computer software and for physically
packaging the product for distribution are capitalized as inventory on a
unit-specific basis and charged to costs of sales when revenue from the sale of
those units is recognized.

12/31/01 12/31/00
Duplication Costs 20,876 0
Charges to Costs of Goods Sold (2,655) 0
------- -

Net Inventory 18,221 0
------- -

Equipment

Equipment is depreciated using the straight-line method over its estimated
useful lives, which range from five to seven years.

12/31/01 12/31/00
Equipment 22,639 0

Less: Accumulated depreciation (2,038) (0)
------- --

Net Equipment 20,601 0
-------- -

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

EARNINGS PER SHARE

The basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted earnings (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted as of the first of the year for any potentially
dilutive debt or equity.

The Company has no potentially dilutive securities outstanding at the end of the
statement periods. Therefore, the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.

F-11

We have no options, warrants, convertible debt or any other form of security
other than common stock.

STOCK BASED COMPENSATION TO EMPLOYEES AND DIRECTORS

The Company accounts for its stock based compensation based upon provisions in
SFAS No. 123, Accounting for Stock-Based Compensation. In this statement stock
based compensation is divided into two general categories, based upon who the
stock receiver is, namely, and (1) non-employees, (2) employees or directors.
The employees/directors category is further divided based upon the particular
stock issuance plan, namely compensatory and non-compensatory. Each of these
categories treats the valuation of the stock issuance for accounting purposes in
a specific manner. For non-employees, the security is recorded at its fair
value. For employees receiving non-compensatory stock based compensation, no
security value is recorded until the stock is issued and paid for. For
employees receiving compensatory stock based securities the Company may select
between two methods. These two methods are either the recording of the
compensation at the securities fair value or its intrinsic value. The recoding
of the securities at fair value is the preferred method of accounting.

The Company has selected to utilize the fair value method for the valuation of
its securities given as compensation to employees.

SECURITIES BASED COMPENSATION TO NON-EMPLOYEES

SFAS 123 provides that stock compensation paid to non employees be recorded with
a value which is based upon the fair value of the services rendered or the stock
given, whichever is more reliable. The common stock paid to non employees was
valued at the value of the services rendered.

WARRANTY

We warrant our CD's for workmanship of production only for thirty days
after receipt of the goods. The warranty is only for a replacement CD.
Notwithstanding our limited sales to date, we have estimated one half of one
percent (.5%) defect rate for the CD's. This would be approximately $60 of
warranty expense for the year ended December 31, 2001. This was applied to the
current year Costs of Goods Sold and Accrued Expenses.

NOTE 2. MERGER

On August 15, 2001 Star E Media Corporation merged with the Nevada corporation
Quick & Easy Software, Inc. This merger was effected to improve the ability of
Star E Media to raise capital. Quick & Easy Software, Inc. had no operations,
2,400,000 shares of common stock outstanding and could be considered a "shell"
company. Quick & Easy issued an additional 10,000,000 shares of common stock in
exchange for all of Star E Media's common stock outstanding, which was also
10,000,000. The surviving legal entity was Quick & Easy which then changed its
name to Star E Media Corporation. This merger was accounted for as a reverse
acquisition and is shown on the statement of stockholders' equity. Quick &
Easy's balance sheet on August 15, 2001 was the following.

F-12

Cash 12,067
Debt 0
Equity 12,067

NOTE 3. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

We have no long-term debt or obligations as of December 31, 2001.

NOTE 4 STOCKHOLDERS' EQUITY

AUTHORIZED CAPITAL STOCK

We have a total authorized capital of 100,000,000 shares of common stock at
$.001 par value per share. Shareholders have all the rights afforded them by
Nevada law.

EMPLOYEE STOCK OPTION PLANS

We have no stock options plans in place for either the employees, officers or
directors. We may however in the future establish these types of programs.

YEAR 2000 EQUITY TRANSACTION

Year 2000 Conversion of Debt

The debt of $226,276, which was converted, related to rent and other overhead
items paid for by Star E Media's related party company Western Global. These
amounts due were converted to 126,252 shares of common stock at the end of the
year at an average price of $1.79 per share.

Stock for Services

Consulting was paid for with 8,373,748 shares of common stock valued at $8,650.
This consulting is shown as the initial capitalization of the Company. The
services rendered were that of formation of the Company, meetings to do
promotional activities, to gauge the viability of the Company and promotional
networking. The value of these services was listed at par value, which is
$0.001 per share.

YEAR 2001 EQUITY TRANSACTIONS

Year 2001 Conversion of Debt

The debt of $148,200, which was converted, related to rent and other overhead
items paid for by Star E Media's related party company Western Global. This
amount due was converted to 157,500 shares of common stock at the end of the
year at an average price of $0.94 per share.

F-13

Stock for Services

Consulting was paid for with 4,000 shares of stock and valued at $4,000 for an
average price of $1.00 per share.

Stock Subscription

A current Company shareholder also purchased 35,000 shares of restricted common
stock on subscription at $1.00 per share.

Sales of Common Stock

Periodically because of cash flow needs, the Company would issue restricted
shares of common stock through private placement. These private placements were
negotiated individually and had different pricing. For the year 2001 1,303,500
shares of restricted common stock were sold through private placement at an
average sales price of $0.40 per share for a total value of $517,000.

Merger

The merger with Quick & Easy Software effectively increased our common stock by
2,400,000 shares. See Note 2 for the details on this merger.

Services Contributed to the Company

Three officers donated services to the Company during the year 2001. The value
of these services has been estimated by the Company at $288,000. This amount
has been recorded in the Statement of Operations and Stockholders' Equity.

NOTE 5 INCOME TAXES:

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly,
a valuation allowance equal to the deferred tax asset has been recorded. The
total deferred tax asset is $105,514, which is calculated by multiplying a 22%
estimated tax rate by the cumulative NOL of $479,607. The total valuation
allowance is a comparable $105,514.

F-14

The provision for income taxes is comprised of the net change in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below.

2001 2000

Net change in deferred taxes by year 64,618 41,096
Valuation account by year (64,618) (41,096)
Current taxes payable 0 0
- -

Provision for Income Taxes 0 0
- -

Below is a chart showing the estimated federal net operating losses and the
years in which they will expire.

Year Amount Expiration
2000 186,800 2020
2001 292,807 2021

Total NOL 479,607
-------

NOTE 6. LEASES AND OTHER COMMITMENTS:

We are renting an office and part of a warehouse from a Company owned by an
officer on a month to month basis under a verbal agreement. We have no long
term lease commitments.

OTHER CONTINGENCIES

Year 2000 Compliance

We experienced no interruptions due to the potential computer malfunctions for
the year 2000. We do not feel that this will be a factor in the future.

Economic Impact of Increased Security Measures

Since the terrorist attack of September 11, 2001 we have reviewed our Company
for any impact that this might have brought our business. Our analysis is that
our sales may have been reduced because of peoples lack of buying during for the
slowdown or actual stoppage of mails for some corporations. According to the
FASB guidelines for this economic impact we have not quantified the negative
impact

NOTE 7. GOING CONCERN:

The accompanying financial statements have been prepared assuming that we will
continue as a going concern. As of the balance sheet date we had no established
sources or revenue. This factor raised doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

F-15

Since the end of the year we have restructured our marketing efforts and have
continued to seek investment funding. We have decided to focus our efforts on
two languages, Spanish and Arabic. We have signed a letter of intent with a
major media concern for the Arabic language. We feel that this will add sales
to our Company in the current and future years.

Management expects these plans to allow the Company to become profitable in one
of the latter quarters of the upcoming fiscal year. No assurance can be made
however that these plans will be successful.

NOTE 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS:

Below is a listing of the most recent accounting standards SFAS 141-144 and
their effect on the Company.

SFAS 141 BUSINESS COMBINATIONS

This Statement addresses financial accounting and reporting for business
combinations and supersedes APB 16 and SFAS 38. All business combinations in
the scope of this Statement are to be accounted for using one method, the
purchase method. The effective date for this Statement is June 30, 2001 and
thereafter.

SFAS 142 GOODWILL AND OTHER INTANGIBLES ASSETS

This Statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB 17. It addresses how
intangible assets that are acquired individually or with a group (but not those
acquired in a business combination) should be accounted for in financial
statements upon their acquisition. This Statement also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements. The effective date for this
Statement is December 15, 2001.

SFAS 143 ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

This Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This Statement applies to all entities. It applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of leases. This
Statement amends SFAS 19. The effective date for this Statement is June 15,
2002.

F-16

SFAS 144 ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

This Statement addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement supersedes SFAS 121, the
accounting and reporting provisions of APB 30 and amends ARB 51. The effective
date of this Statement is December 15, 2001.

SFAS 145 EXTRA-ORDINARY ITEM CLASSIFICATION, SALE-LEASE-BACK CLASSIFICATION

This statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for the classification of gains and losses of the extinguishment of debt as
extra-ordinary items. This standard also amends SFAS 13 in that it requires
that capital leases that are modified so that the resulting lease agreement is
classified as an operating lease be accounted for under the sale-lease-back
provisions of SFAS 98. The effective date of this statement is May 15, 2002.

The adoption of these new Statements is not expected to have a material effect
on the Company's financial position, results or operations, or cash flows.

NOTE 9. RELATED PARTY:

We rent our offices and part of a warehouse from a company which has the same
officers as we have. The rent is a verbal contract on a month to month basis
and is approximately $8,000 per month.

NOTE 10. PREPAID ROYALTIES AND ROYALTY AGREEMENTS:

We have licensing agreements with three companies, Scholastic, School Zone
Interactive and Knowledge Adventure for a total of 40 titles. These agreements
allow us to localize the English version into either Spanish or Arabic or both.
We are also licensed to market these products in most Spanish and /or Arabic
speaking countries. None of the agreements allow us to sell in the US. Our
licensor will procure localized product from us and sell within the United
States. The licensing agreements are generally for 3 years and renewable. Of
the 40 titles, 11 have progressed through the development stage and are in the
production stage. Most titles will be completed for production and sale by June
2002. Prepaid royalties on future sales are required to be paid at certain
points along the development process. As of 12/31/01 we were not in compliance
with the required royalty payments to 1 of these companies in an amount of
$14,885. Five of the 11 titles licensing periods will expire on March 31, 2002.
We are currently negotiating for another 2 years and feel confident we will
receive an extension. If we fail to obtain an extension we will have a loss of
$80,500 of prepaid royalties on these five titles. As we sell units we required
to remit to the licensor royalty payments on a per unit sold basis. In
addition, we have agreed to sell our finished products to these companies at a
discounted rate. As of 12/31/01 our sales have been exclusively to our licensor
companies.

During the next six months of the upcoming year will have due an additional
$35,590 of prepaid royalty due on the 11 titles mentioned above.

F-17

STAR E MEDIA CORPORATION

BALANCE SHEETS

UNAUDITED AUDITED
---------- -------------
ASSETS June 30, December 31,
2002 2001
---------- -------------

CURRENT ASSETS
Cash. . . . . . . .$ 4,669 $ 71,317
Inventory . . . . . 370,705 238,041
Prepaid Royalties . 125,915 115,915
---------- -------------

Total Current . . . 501,289 425,273
---------- -------------

EQUIPMENT, net. . . . . . . 32,535 20,601
---------- -------------

TOTAL ASSETS. . . . . . . .$ 533,824 $ 445,874
========== =============

F-18

STAR E MEDIA CORPORATION

BALANCE SHEETS
--------------

UNAUDITED AUDITED
----------- --------------
LIABILITIES AND June 30, December 31,
STOCKHOLDERS' EQUITY 2002 2001
- ----------------------------------- ----------- --------------

CURRENT LIABILITIES

Payables and Accrued Expenses . . . $ 104,279 $ 9,294
----------- --------------

Total Current Liabilities . . . . . 104,279 9,294
----------- --------------

STOCKHOLDERS' EQUITY

Preferred Stock, authorized
20,000,000 shares of preferred
stock, none issued or outstanding
at June 30, 2002 par value $0.001. -

Common Stock, authorized
100,000,000 shares of stock,
12,525,000, 12,400,000, and
8,500,000 shares issued and
outstanding at June 30, 2002,
December 31,2001 and 2000
par value $0.001 per share. . . . . 12,550 12,400
Additional Paid in Capital. . . . . 1,376,643 1,226,793
Stock Subscribed. . . . . . . . . . (16,000) (35,000)
Retained Earnings (Deficit) . . . . (943,648) (767,613)

Total Stockholders' Equity. . . . . 429,545 436,580
----------- --------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY. . . . . . . . $ 533,824 $ 445,874
=========== ==============

F-19

STAR E MEDIA CORPORATION

STATEMENT OF OPERATIONS
-----------------------

UNAUDITED
----------------------------------------------------------

Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
-------------- -------------- ------------ ------------
INCOME
Sales - $ 6,250 - $ 6,250
-------------- -------------- ------------ ------------
Total Revenue - 6,250 - 6,250
-------------- -------------- ------------ ------------
COST OF SALES
Costs of Goods Sold - 4,540 - 4,540
-------------- -------------- ------------ ------------
Total Cost of Sales - 4,540 - 4,540
-------------- -------------- ------------ ------------
Gross Profit - 1,710 - 1,710
-------------- -------------- ------------ ------------

EXPENSES
Sales and Marketing 4,811 - 6,831 -
General and Administrative 82,978 37,732 139,180 62,868
Research and Development 12,914 5,289 27,637 23,500
Depreciation Expense 1,300 500 2,387 1,000
-------------- -------------- ------------ ------------
Total Expense 102,003 43,521 176,035 87,368
-------------- -------------- ------------ ------------
Loss before Provision for
Income Taxes (102,003) (41,811) (176,035) (85,658)
Provision for Income Taxes 0 0 0 0
-------------- -------------- ------------ ------------
NET INCOME (LOSS) $ (102,003) $ (41,811) $ (176,035) $ (85,658)
============== ============== ============ ============

Basic and Diluted Earnings
(Loss) per Common Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
-------------- -------------- ------------ ------------
Basic and Diluted Weighted Average
Number of Common Shares 12,543,750 8,844,312 12,543,750 8,844,312
-------------- -------------- ------------ ------------

F-20

STAR E MEDIA CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------

Common Stock Additional Stock Accumulated Total
Shares Amount Paid in Subscribed Deficit Equity
Capital
------------ ------- ----------- ------------ ------------- ----------

Iniitial Capitalization, March 8, 2000 8,373,748 $ 8,374 $ 276 $ - $ - $ 8,650
-
Conversion of Debt to Stock. . . . . . 126,252 126 226,150 226,276

Deficit for year (186,806) (186,806)
------------ ------- ----------- ------------ ------------- ----------

Balance, December 31, 2000 . . . . . . 8,500,000 8,500 226,426 (186,806) 48,120
------------ ------- ----------- ------------ ------------- ----------

Deficit for year (580,807) (580,807)
------------ ------- ----------- ------------ ------------- ----------

Balance, December 31, 2001 . . . . . . 12,400,000 12,400 1,226,793 (35,000) (767,613) 436,580
------------ ------- ----------- ------------ ------------- ----------

Sale of Stock. . . . . . . . . . . . . 150,000 150 149,850 150,000
Stock Subscription 19,000 19,000

Deficit for six months (176,035) (176,035)
------------ ------- ----------- ------------ ------------- ----------
Balance, June 30, 2002 . . . . . . . . 12,550,000 $12,550 $ 1,376,643 $ (16,000) $ (943,648) $ 429,545
============ ======= =========== ============ ============= ==========

F-21

STAR E MEDIA CORPORATION
STATEMENT OF CASH FLOWS
-------------------------------

UNAUDITED UNAUDITED
------------ ------------
Six Months Six Months
Ended Ended
June 30, June 30,
2002 2001
------------ ------------
Cash Flows from
Operating Activities
Net Loss $ (176,035) $ (85,658)

Inventory (132,664) -
Prepaids Royalties (10,000) (43,685)
Accounts Payable 94,985 1,985
Depreciation Expense 2,387 -
Stock for services - -
Contributed services
Net Cash Provided by Operations (221,327) (127,358)
------------ ------------
Cash Flows Used
in Investing Activities Fixed Asset Purchase 14,321 9,593
------------ ------------
Net Cash Used for Investing 14,321 9,593
------------ ------------

Cash Flows from Financing
Stock Sales for Cash 150,000 150,000
Stock Sales for Debt - -
Stock subscription 19,000 -
Merger with Quick & Easy - -
------------ ------------
Cash Flows from Financing 169,000 150,000
------------ ------------
Net Increase (Decrease) in Cash (66,648) 13,049
Cash, Beginning of Period 71,317 -
------------ ------------
Cash, End of Period $ 4,669 $ 13,049
============ ============

F-22

STAR E MEDIA CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

1) BASIS OF PRESENTATION

In the opinion of management, the accompanying condensed financial state-
ments reflect all adjustments (which include only normal recurring adjustments)
and reclassifications for comparability necessary to present fairly the
financial position of Star E Media corporations, Inc. at June 30, 2002 and the
results of its operations for the three and six months ended June 30, 2002 and
2001.

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

In connection with the audit for the year ended December 31, 2001 we
received a report from our independent certified public accountant that includes
an explanatory paragraph describing uncertainty in our ability to continue as a
going concern. Our condensed financial statements included herein contemplate
our ability to continue as a going concern and as such do not include any
adjustments that might result from this uncertainty.

2) CAPITAL

In the quarter ended June 30, 2002, common stock outstanding increased by a
total of 25,000 shares from the quarter ended March 31, 2002 as follows: 25,000
shares were sold for gross proceeds of $25,000.

3) INVENTORIES

Inventories, stated at the lower of cost (first in, first out) or market,
consist of the following:

June 30, December 31,
2002 2001
---- ----

Packaging $ 1,000 $ 1,000
Development Costs 225,284 200,126
Goods 144,421 36,915
Total $ 370,705 $ 238,041
========== ==========

Inventories consist primarily of three parts, packaging, capitalized
unamortized development costs and completed units for the Company's CD
educational products.

F-23

4) SIGNIFICANT CUSTOMERS

In the six months ended June 30, 2002, the Company has not presently sold
any products to a significant single customer. Management expects to develop a
significant customer in the distant future. No assurance can be made however
that these plans will be successful.

5) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets,
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the statements. Other intangible assets will continue to be amortized over
their useful lives. The Company has not determined if SFAS Nos. 141 and 142
will have a significant impact on the Company's financial statements when
adopted.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement applies to legal obligations associated
with the retirement of long-lived assets that result from the acquisition,
construction, development, and/or the normal operation of long-lived assets,
except for certain obligations of lessees. This statement is not applicable to
the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impair-
ment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supercedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business, and
amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements,"
to eliminate the exception to consolidation for a subsidiary for which control
is likely to be temporary. The Company does not expect adoption of SFAS No. 144
to have a material impact, if any, on its financial position or results of
operations.

6) CONTINGENCIES

The Company is not a party to any legal proceedings.

F-24