Washington, D.C.  20549


Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

Date of Report (Date of earliest event
reported): May 2, 2011,

(Exact name of registrant as specified in its charter)

(State of

(Commission File

(IRS Employer

8880 West Sunset Road,Suite 130
Las Vegas, NV 89148
(Address of principal executive offices) (Zip Code)

(Registrant?s telephone number, including area code)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy
the filing obligation of the registrant
under any of the following provisions:

Written communications pursuant to Rule 425 under the
Securities Act

Soliciting material pursuant to Rule 14a-12 under the
Exchange Act

Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act

In light of uncertain economic conditions and market
volatility,WinSonic Digital Media Group, Ltd.
(WDMG), WinSonic Digital Cable Systems Network, Ltd.
(WDCSN)is taking this opportunity to update
shareholders on material events.The Companies
continues to focus their efforts on growing existing
markets, identifying additional market opportunities,
product development and reducing expenses. Management
believes that in spite of difficulties in the current
economic environment it will survive.It should be
noted that CEO 341 meeting held on April 5,2011 at
03:30 PM at Hearing Room 368, Atlanta, Ga.Trustee
Neil C. Gordon,and Meeting of Creditors. Filed by
Martin P. Ochs on behalf of Donald F. Walton,
United States Trustee was productive. Winston Johnson
file his 2007-2010 taxes in order to meet the
requirement of the IRS and the Trustee also adding more
creditors. In addition,Winston Johnson disclose that
the IRS contacted him personally March 24, 2011 by mail
regarding WDMG Form 941's for March 2007,June 2007,
September 2007,December 2007,March 2008,and September
2008 totaling $396,407.44. Johnson stated that the IRS
is saying that Winston Johnson will not be responsible
for WinSonic Digital Media Groups 941's alone but that
the other executives of Automated Interiors LLC Bill Mann,
and Tytess Design and Development, Inc.Cedic Draton will
also be responsible.

Media and Entertainment.com, Inc., the Public Company
was incorporated on April 27, 2000. On October 7, 2004,
the Public Company consummated an Agreement and Plan of
Reorganization to acquire all of the outstanding
capital stock of WinSonic Holdings, Ltd., a closely
held private company the WinSonic Transaction. Prior to
the WinSonic Transaction,the Public Company had no
operations or assets and 23,956,138 shares of common
stock issued and outstanding. On September 14, 2000,
Media and Entertainment, Inc. changed its name to Media
and Entertainment.com, Inc., and on November 24, 2004,
Media and Entertainment.com, Inc. changed its name to
WinSonic Digital Media Group, Ltd. The Company holds a
49% equity interest in WinSonic Diversity, LLC and 27
per cent of the Native American Television Network;
and through acquisitions owns 100% of its three
subsidiaries Automated Interiors, LLC,Tytess Design
and Development, Inc., and WinSonic Digital Store, Ltd.

The Company acquired Automated Interiors LLC Automated
Interiors,a Georgia limited liability company
effective April 18, 2006. Automated Interiors is a
systems integration company,which plans and engineers
the installation of electronic components to facilitate
smart homes and buildings.WinSonic Diversity, LLC
WinSonic Diversity was formed onMay 22, 2006 in the
State of Georgia by the Company and Mr. Winston Johnson,
the Chairman and CEO of the Company.The Company owns
49% of the equity interests of WinSonic Diversity
and Mr. Johnson owns the remaining 51% of the equity
interests.WinSonic Diversity is focused on developing
urban and rural communities by providing resources and
services that improve quality of life. The Company
acquired Tytess Design and Development,Inc.
Tytess, a Georgia corporation,on November 2, 2006.
Tytess provides architectural, engineering,
construction and construction management services
to residential and commercial customers.
The Company acquired DV Photo Shop on November 20,
2006. Following the acquisition, the Company changed
the name of DVPhoto Shop to WinSonic Digital Store, Ltd.
the Digital Store, and incorporated it in the State of
Georgia on December 8, 2006.The Digital Store is an
urban retail store located at Centennial Tower,
101 Marietta Street, Atlanta,Georgia, and specializes
in photography development,digital photography and the
sale of mobile phones, accessories,and wireless
communications services. On November 20, 2007,
WinSonic McCrary, LLC WinSonic McCrary, a newly-created
Georgia limited liability company and wholly owned subsidiary
of WinSonic Diversity,entered into an Asset Purchase Agreement
with Colonel McCrary Trucking, LLC Colonel McCrary, a Georgia
limited liability company, and all of the members of
Colonel McCrary.Pursuant to the Asset Purchase Agreement,
Colonel McCrary was to sell substantially all of its assets
to WinSonic McCrary and WinSonic McCrary was to assume and
discharge certain liabilities and indebtedness of Colonel McCrary.
The closing of the transaction did not take place in
accordance with the Asset Purchase Agreement.
As a result, following discussions among the parties, the
Asset Purchase Agreement expired in accordance with its terms.
On January 22, 2008, WinSonic Digital Media Group, Ltd.
the Company entered into a Stock Purchase Agreement the
SPA with Tap It, Inc., a Delaware Corporation Tap It pursuant
to which the Company agreed to purchase 2,291,667 shares of
Tap Its common stock the Initial Shares for
$550,000 the Purchase Price. The Company intended to purchase
the Initial Shares on January 31, 2008. In addition to the
Initial Shares, the SPA also gave the Company the option to
purchase an additional 6,041,667 shares of Tap Its common
stock at various times until August 1, 2008. The initial
closing of the SPA did not occur as scheduled.
As a result, following discussions among the parties,
the SPA was terminated. On March 20, 2008, the Company
entered into a rights agreement with Blue Pie Productions
Pty Ltd BPP pursuant to which BPP granted the Company an
exclusive license to reproduce, commercialize, maintain and
market select BPP products,goods and services within the
United States and Canada. In consideration for the license,
the Company agreed to pay a total of $200,000, due and payable
forty-five days after the Company files its Annual
Report on Form 10-K for the year ended December 31, 2007.
The license is granted for a period of 36 months and can be
extended at any time. BPP may terminate the Agreement
upon the occurrence of certain events, including the Companys
failure to meet specified sales targets.

In 2007-2009, the corporate operating expenses totaled
approximately $10.9 million and were comprised of many
non-cash items and some unique one-time items, which are
detailed as follows this averaged approximately
$186,000 per month and was comprised of the following items
Legal expense of approximately $32,000, Auditing and other
public reporting expenses of $19,500, Rent, WinSonic network,
and utilities of approximately $73,000, Accounting temporary
assistance and recruiting fees of approximately
$10,500, WDCSN consulting expenses for network and programming
costs of $10,000, Various office and miscellaneous expenses
accounted for the balance of approximately $41,000.

These expenses decreased by the 4th quarter of 2009 to
approximately $80,000 per month,including an increase
in legal fees to approximately $16,000, related to acquisition
and private placement work performed by
outside counsel after the departure of Janice Alford,
and Yari Lawson the companys internal legal and business
affairs person Bad debt expense. This was a non-cash
expense related to the recognition of uncollectible accounts
receivable related to AI and Bill Mann. Payroll expense.
Monthly payroll expense averaged $328,000 for the year-ended
December 31, 2007 with a decrease for the last two years
of the year to an average of approximately $55,000 per month.
Due to the elimination of personnel and the deferral accrual,
the monthly payroll and payroll related expense number
decreased and has remained at the $35,000 level.
Payroll tax penalties. The payroll tax penalties accrued in
2007 totaled $236,000 for back payroll taxes that are due.
The amount is included in the approximate $920 thousand that
is currently payable related to payroll taxes from AI,
Tytess, WDMG, and other related deals. The
Company is currently in the process of negotiating payments
with tax authorities and is making payments. Severance accrual.
Severance totaling $1.8 million was accrued during 2007
and relates to employees terminated with severance provisions
in their original offer letters. This provision relates to all
employees hired prior to 1st quarter 2007. While the
Company believes the ultimate settlement with each employee
may not equire payment of severance benefits, this potential
expense is recorded on the books. No current employees have
severance provision in their offerletters,which were reissued
January 2008 to 2010 at the time of the salary adjustments.
Stock based compensation.Approximately $2.0 million in
non-cash expense was incurred for 2007 to 2009 related to
the vesting of stock options that were granted to employees
at the time they were hired. These expenses are recognized
at the fair value of the options granted over the vesting
period as additional payroll expense. The benefit of the
options being vested for the employees is the possibility
they will exercise these options by writing a check to the
Company to purchase WDMG stock directly from the company.
Consulting services-related party. This is a non-cash expense
that relates to the fair value of shares of stock issued to
stockholders for consulting services related to monies raised
during the year. Depreciation and amortization. The depreciation
and amortization expense was $124,000, a non-cash item related
to historical capital asset purchases.There was a slight
decrease to the prior year due to fully depreciated items.
In summary, of the $10.9 million in operating expenses
2007-2009, there was approximately$4,800,000 in non-cash
and one-time items bad debt expense, payroll tax penalties,
severance accrual, stock-based compensation,consulting and
depreciation. With the termination of personnel, adjustment
of salaries on a forward looking basis and the elimination
of certain nonessential expenses, the on-going burn rate for
operating expense is estimated to approximate $25,000 a month
prior to legal and audit fees.Other Income Expense Other
income and expense was approximately $8.6 million and was
comprised of primarily noncash items. Interest expense.
This totaled approximated $7.3 million and is primarily
non-cash interest.The interest expense relates
to required accounting treatment for discounted convertible
debt with detachable warrants and shares or additional
warrants issued in connection with financing transactions.
Impairment of goodwill. The non-cash expense of $720,000
related to impairment of goodwill is associated with
the acquisition of AI, and Tytess. Based on the required
annual assessment, goodwill for 2007 it was determined that
goodwill recorded at the time of the Tytess purchase had
been impaired and the appropriate write off was recorded.
Unrealized gain  loss on derivatives and warrant liabilities.
This non-cash item related to the mark-to-market adjustment
related to the 2004 convertible notes and warrants was a
favorable $575,000 impact resulting from the variable nature
of the conversion price of these items. There is currently
one note that remains outstanding with this issue.
Legal settlement costs. The net legal settlement amount of
approximately $1,764,000 represents the expense related to
certain lawsuits that were primarily settled for stock
during the years 2007, 2008, 2009, and 2010.

Effective June 22, 2007, the Company increased the number
of shares of common stock the Company is authorized to
issue from 50,000,000 to 200,000,000 and increased the
number of shares of preferred stock the Company is
authorized to issue from 5,000,000 to 20,000,000.
During the six months ended June 30, 2008, the Company
issued 7,834,445 restricted shares of the Companys common
stock valued at $2,559,312 in connection with certain financing
transactions the costs of 1,800,000 of these shares were accrued
as financing costs at December 31, 2007. In addition, approximately
19 holders of the Companys convertible debentures were
contacted and agreed in writing to convert their debentures
into restricted shares of the Companys common stock at
$0.20 per share Convertible Debentures for further  details
regarding these conversions.Based on these agreements,
the Company converted $503,825 of principal and $31,438 of
accrued interest on these debentures in exchange for the
issuance of 2,676,633 restricted shares of the Companys
common stock. During the six months ended June 30, 2008,
the Company issued an aggregate of 1,050,000 restricted
shares valued at $411,500 of its common stock as payment
for consulting services. During the six months ended
June 30, 2008, the Company issued an aggregate of 1,500,000
restricted shares valued at $465,000 of its common stock in
connection with the DVerb acquisition.During the six months
ended June 30, 2008, the Company issued 851,666 and 1,035,534
restricted shares of theCompanys common stock in connection
with the exercise of stock options and warrants. The
proceeds from the exercise of these options and warrants
totaled $315,623.During the six months ended June 30, 2008,
the Company issued an aggregate of 1,537,962 restricted
shares valued at $538,287 of its common stock as payment for
employee salaries. During the year ended December 31, 2007,
the Company issued 500,000 shares of the Companys restricted
common shares in anticipation of closing a financing
transaction which did not materialize. The shares were canceled
in January 2008. During the year ended December 31, 2007,
the Company also issued 700,000 shares of the Companys
restricted common shares to reimburse the CEO for
certain financing transactions in excess of the correct
amount of shares. The shares were canceled in March 2008.
The Company also canceled 1,146,593 shares of its restricted
common stock previously issued in connection
with the Tytess acquisition. The Company recorded the
transaction at par value and no gain or loss was recognized
by the Company.WinSonic Digital Cable Systems Network anticipates
bringing current outstanding balance with Carbo Investments
in order to retire its corporate debt.Once the funding initiative
is completed the company will be poised for solid growth
in 2011 and beyond.

Furthermore,the Company is planning to file a Schedule 14A
preliminary proxy statement pursuant to section 14A of the
Securities and Exchange Commission.Our Board of Directors,
subject to approval of our stockholders, authorized a
Certificate of Amendment to our Articles of Incorporation
to increase the authorized number of shares of capital stock
from 200,000,000 to 340,000,000 of which 300,000,000 shares
shall be designated as common stock with a par value of
$0.001 per share (Common Stock) and 40,000,000 shares shall
be designated as preferred stock with a par value of $0.001
per share (Preferred Stock).WDMG Articles of Incorporation
currently authorize 220,000,000 shares of capital stock,
200,000,000 of which are designated as Common Stock and
20,000,000 of which are designated as Preferred Stock.
Our Preferred Stock may be designated in one or more series,
with such rights, preferences and obligations as may be
determined by our Board of Directors from time to time
(sometimes referred to as blank check preferred).

The purpose of the proposed increase in the number of
authorized shares of Common Stock and Preferred Stock
is to make additional shares of our capital stock available
for use by the Board of Directors as it deems appropriate
or necessary. If the proposal is approved, the Company plans
to reserve 30,000,000 shares of common stock for issuance
under the terms of outstanding options, warrants, convertible
notes, loans, and stock options that the Company
has agreed to issue but has not yet issued, or is otherwise
contractually obligated to issue.The additional shares could
also be used, among other things, for the declaration of
stock dividends, for acquisitions of other companies, for
public or private financings to raise additional capital,
for the expansion of business operations, the issuance of
stock under options granted or to be granted under various
stock incentive plans or other benefit plans for our employees
and non-employee Directors, and the issuance of stock under
warrants granted or to be granted in the future.
The additional shares of Common Stock authorized under our
proposed Certificate of Amendment to our Articles of
Incorporation would be identical to the shares of Common
Stock now authorized. Holders of Common Stock do not
have preemptive rights under our Articles of Incorporation
(including as proposed to be amended) to subscribe for
additional securities which may be issued by the Company.
The issuance of additional shares of Common Stock may, among
other things, have a dilutive effect on the earnings per
share and on the equity and voting power of existing holders
of Common Stock and may adversely affect the market price of
the Common Stock. The proposed increase in the authorized number
of shares of Common Stock could also have an anti-takeover
effect. The availability for issuance of additional shares
of Common Stock could discourage, or make more difficult
efforts to obtain control of our Company because shares
could be issued to dilute the voting power of a person
seeking to take control.The Board of Directors has not adopted
any designations, rights or preferences for our authorized and
unissued Preferred Stock. The Board of
Directors may authorize, without further stockholder approval,
the issuance of such shares of Preferred Stock to such persons
for such consideration as the Board of Directors determines.
This issuance could result in a significant dilution of the
voting rights and the stockholder equity of then existing
stockholders.The Company is currently in negotiations for
potential financing that may include the issuance of
preferred stock. Other than as discussed herein, there
are no present plans, understandings or agreements that
involve the issuance of Preferred Stock. However, the Board
of Directors believes it prudent to have shares of Preferred
Stock available for such corporate purposes as
the Board of Directors may from time to time deem necessary
and advisable including for acquisitions and the raising of
additional capital.The Company will solicit written
consents for the actions reflected in the Proposal by mail.
The Company will bear the cost of preparing, assembling,
printing, mailing and soliciting consent solicitation
materials. The Companys officers and employees may also
solicit consents in person or by telephone, but
they will not be specially compensated for such services.
The Company will reimburse brokerage firms and other nominees,
custodians and fiduciaries for the reasonable
out-of-pocket expenses they incur in forwarding consent
solicitation materials to the beneficial owners of Common
Stock held of record by them.The Company provides
all stockholders with the opportunity, under certain
circumstances, to participate in the governance of the
Company by submitting proposals that they believe merit
consideration at the next Annual Meeting of Stockholders,
which currently is expected to be held on April 2012.
To enable management to analyze and respond adequately
to proposals and to prepare appropriate proposals
for presentation in the Companys Proxy Statement
for the next Annual Meeting of Stockholders, any
such proposal should be submitted to the Company no
later than 45 days prior to such anticipated meeting date,
to the attention of itsCorporate Secretary, at its principal
office appearing on the front page of this Consent
Solicitation Statement. Stockholders may also submit the
names of individuals who they wish to be considered by the
Board of Directors as nominees for directors. If any
proposals are submitted by a stockholder for the
next annual meeting and are received by the Company
less than 45 days prior to the anticipated meeting date,
these stockholder proposals will not be presented in the
proxy materials to be delivered in connection with the
next annual meeting and,if the matters are raised at the
meeting, the persons named in the form of proxy for that
annual meeting will be allowed to use their discretionary
authority with respect to voting on such stockholder matters.
Winsonc Digital Media Group,Ltd.and WinSonic Digital Cable
Systems Network, Corp.hopefully will accomplish these
objectives and the company believes the result will bring
about significant market traction, increased revenue and
shareholder value