UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB  [X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2007 Commission File Number: 033-90355  ACTIONVIEW INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter)  NEVADA87-0542172(State or other jurisdiction of incorporation or(IRS Employer Identification No.)organization) 1892 West Broadway, 2nd floor, Vancouver, British Columbia, Canada V6Y 1J9(address of principal executive offices) (604) 878-0200(Registrant's telephone number) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(g) of the Exchange Act:  Common Stock, $0.001 par value (Title of Class)  Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [  ]  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [  ]  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [  ] No [X] Issuer's revenues for its most recent fiscal year: $137,325.  The aggregate market value of the voting stock held by non affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock at March 17, 2008 was $3,211,243, based on the last sale price of $0.018 reported for such date on the OTC Bulletin Board. The Registrant had 215,941,986 shares of common stock, $0.001 par value, outstanding as of March 17, 2008.   1     ACTIONVIEW INTERNATIONAL, INC. TABLE OF CONTENTS PART IITEM 1   DESCRIPTION OF BUSINESS3ITEM 2.   DESCRIPTION OF PROPERTY14ITEM 3.  LEGAL PROCEEDINGS14ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS14PART IIITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS15ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION15ITEM 7. FINANCIAL STATEMENTS19ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE19ITEM 8A. CONTROLS AND PROCEDURES20ITEM 8B. OTHER INFORMATION20PART IIIITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT20ITEM 10.  EXECUTIVE COMPENSATION21ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS23ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE23ITEM 13. EXHIBITS24ITEM 14.   PRINCIPAL ACCOUNTANTS FEES AND SERVICES24SIGNATURES25  2   PART I  Forward Looking Statements  This document includes statements that may constitute forward-looking statements made pursuant to the Safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company would like to caution certain readers regarding certain forward-looking statements in this document and in all of its communications to shareholders and others, on managements projections, estimates and all other communications.  Statements that are based on managements projections, estimates and assumptions are forward-looking statements. The words believe, expect, anticipate, intend and similar expressions generally identify forward-looking statements. While the Company believes in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates, and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks. Many of the uncertainties and contingencies can affect events and the Companys actual results and could cause its actual results to differ materially from that expressed in any forward-looking statements made by, or on behalf, of the Company. ITEM 1. DESCRIPTION OF BUSINESS a) Company history  ActionView International Inc., formerly known as Acquisition Media Inc., was incorporated on January 26, 1986, as Vantage, Inc., under the laws of the State of Nevada. It currently trades on the OTC Bulletin Board under the symbol "AVWI" and is referred to in this Form 10-KSB as the "Company", the "Registrant" or the "Issuer".  Following a number of name changes since incorporation, the Company changed its name again to ActionView International, Inc. on August 20, 2003. This was done to better reflect its new business operations during the process of acquiring 100% of ActionView Advertising Systems, Inc. and related Intellectual Property Rights through its 100% owned subsidiary company, 6126421 Canada Ltd. This acquisition closed in September 2003. The Company custom-designs, markets and manufactures illuminated programmable motion billboard signs for use in airports, mass transit stations, shopping malls and other high traffic advertising locations designed to reach people on the go with targeted messaging.   Following a 7 year research and development process under the guidance of its founder, Rick Mari, the ActionView signs are versatile, attractive and technologically advanced, utilizing sophisticated digitally controlled electronic components, high quality mechanics and proprietary source code.  In addition to enhanced operating performance, the ActionView signs offer the following advantages over its stationary counterparts: (i) the display of multiple advertisements in a single location, typically where space is at a premium; and (ii) the necessary movement to attract the attention of passersby. Studies have shown that motion billboard advertising increases the likelihood of attracting attention by 3 to 4 times over static billboards. The Companys business model has three main revenue sources: (i) recurring advertising revenues from Company-owned signs placed in high traffic locations under long term contracts being shared with Ad Agencies, location owners and local business partners; (ii) revenues from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3rd parties; and  (iii) sale of signs to franchise operators or large volume customers. This has been the Companys primary business since inception.  Sales of the ActionView product began with a franchising program that exposed the signs to shopping mall markets in Canada and the United States.  Site testing was conducted in the malls and business concourses of Vancouver, Canada with the support of local and national advertisers. Since 2003, rental signs have been generating ad revenues in up to five separate shopping malls in Vancouver. The Company also sells its signs to franchises and receives royalty income from the advertising revenues generated by those signs.  Over the past three years, the Company has tried very hard to expand its business model using the ActionView signs in revenue sharing programs in international markets through strategic alliances in Hong Kong/China, Australia, the Middle East and the United States. In anticipation of success from this strategy, manufacturing was moved from Canada to Chinas Guangdong Province in 2003 to benefit from the mass manufacturing capabilities and economies of scale in China. However, this strategy has seen limited success to date. The ActionView Advertising Systems, Inc., transaction In August 2002, the Company changed its name from Inform Media Group, Inc. to Acquisition Media, Inc. Subsequently, in August 2003, in preparation for the closing of its acquisition of Action View Advertising Systems, Inc., Acquisition Media, Inc. changed its name to ActionView International, Inc. in order to better reflect the new business operations of the Company. Also, in August 2003, the Company obtained a new CUSIP number and changed its trading symbol on the OTC Bulletin Board to AVWI and is presently trading under the name: ActionView International, Inc.  3    On August 11, 2003, ActionView International Inc., incorporated a wholly-owned Canadian subsidiary, 6126421 Canada Ltd. Pursuant to an agreement dated September 9, 2003, ActionView International, Inc., through its wholly-owned Canadian subsidiary (612 Canada) acquired 100% of the issued and outstanding shares of ActionView Advertising Systems, Inc. (ActionView), a British Columbia Canadian Corporation incorporated on July 6, 1999, and issued 1,000,000 exchangeable shares of 612 Canada as consideration. This transaction was completed during the quarter ended September 30, 2003 with all of the acquired shares of ActionView Advertising Systems, Inc., being exchanged for the 1,000,000 exchangeable shares of 612 Canada. In conjunction with this transaction, the Company acquired the Intellectual Property Rights relating to a computer programmable scrolling, backlit billboard poster sign marketed and sold through ActionView. This technology forms the basis of the Companys current operations. To date all exchangeable shares have been exchanged for company shares leaving a zero balance of exchangeable shares issued at December 31, 2007. The Companys Current Business Operations The Company's principal place of business is located at 1892 West Broadway, 2nd floor, Vancouver, British Columbia, Canada V6Y1J9 with telephone number (604) 878-0200 or toll free (866) 878-0200 and website www.actionview.ca. The Company, through ActionView, its wholly-owned subsidiary, is currently engaged in the business of designing, marketing and manufacturing proprietary illuminated, programmable, motion billboard signs for use in airports, mass transit stations, shopping malls, and other high traffic locations to reach people on-the-go with targeted messaging. The Companys billboards utilize digital motor controllers for enhanced advertising capabilities, proprietary source code for enhanced operating performance and LED displays for timely on-site communications. They offer the following advantages over their stationary counterparts: (i) the necessary movement to attract the attention of passersby; and (ii) the display of multiple advertisements (up to twelve different scrolling images per sign), typically where space is at a premium, thereby lowering costs to advertisers and increasing revenue to landlords. Studies have shown that motion billboard advertising increases the likelihood of attracting attention by 3 to 4 times over static billboards. Business Background ActionView Advertising Systems, Inc. (an operating and wholly owned subsidiary of ActionView International, Inc.) was formed in 1998 as a British Columbia Corporation. The Managing partners and sole shareholders were Rick Mari, Founder/Secretary Treasurer and Christopher Stringer, President. The purpose of the company was to further expand the scrolling backlit sign technologies that were originally created by Rick Mari and to develop the most appropriate ways of taking the ActionView products to market. At the outset, a franchise system was developed with Uniform Franchise Offering Circular (UFOC) documentation completed. A franchise marketing program was implemented and 7 franchises were sold over 6 years. This program has not succeeded to the Companys expectation due to the difficulty that local franchise owners experienced with finding locations to place their signs. In 2002, a revenue sharing program was developed, initially for point of purchase advertising, with the plan to place the ActionView scrolling signs in open areas of large retail stores for the vendors of store merchandise to advertise. The proposed program required that ActionView International would finance and place the signs at its own cost. The store would assist ActionView with the acquisition of vendor advertising in return for a share of the revenue. This program was tested by one Home Depot store in Toronto and by one Shoppers Drug Mart Store in Canada. But neither company implemented the ActionView program nor disclosed the test results to ActionView. The program was also tested at one Canadian Tire store which led to the ordering of 2 signs for newly constructed stores. In 2003, the Company began developing its present strategy of placing scrolling signs into high traffic locations and then marketing advertising space on the signs by means of new alliances that were developing in China and other international markets. The intention was for ActionView to maintain ownership of its signs and share the on-going revenue generated from the signs with the advertising agency and the location owner. The benefit to advertisers would be big, bold exposure at top tier locations at much lower cost. With this new strategy and at this early stage, the Company decided to move manufacturing offshore from Canada to China in order to benefit from the positive trend towards high-tech, good quality mass manufacturing in China at lower cost. The Company's signs are currently assembled by a team of design engineers and computer technicians at its contract manufacturing facility located in Guangdong Province, China.  In 2003, Spinney supermarkets in Dubai tested and implemented both the signs and the program. Signs were placed in 6 locations and revenue was generated by the local ActionView Franchise. In 2003, FAL Stores /Action Supermarkets in Australia tested the signs and indicated their intention to proceed with placement in selected stores. Subsequently, Action Supermarkets was purchased by the IGA food group and the advertising program, originally intended for 37 stores, was expanded in early 2006 to over 400 stores within the IGA group of stores. The beginning of this program was to be in Brisbane Australia with approximately 60 signs expected to be installed in the second quarter of 2006 but this did not occur due to on-going delays in final negotiations between Open Media and Claude Neon.  4   In February 2004, the Company completed the incorporation of ActionView Far East Limited (AVFE) for the purpose of representing the Company and marketing its scrolling billboard products in both China and Hong Kong. The Company has a 50.1% interest in AVFE and a voting majority on the Board of Directors. The other 49.9% owner of AVFE is a local business group headed by AVFEs Managing Director. In February 2004, the Company secured the installation of a backlit, scrolling sign system at the Showcase Store, one of Canada's largest automotive and hardware products retailer. In December, the company sold and installed 2 scrolling signs in 2 newly constructed stores for this retailer. In the second quarter of 2004, the Company delivered 6 ActionView scrolling signs to the ActionView Franchise in the Northwest Territories, Canada, from which the Company has begun to receive royalty income in 2005. In July, 2004 the Company entered into an agreement with Way Cool Concepts Inc. to develop the Eastern Canadian market from Toronto. However, this business has since ceased operations for unknown reasons. In the second quarter 2004, the Company manufactured 10 signs for installation in the Guangzhou Mass Transit Rail system (MTR) for beta-testing This was the first contract negotiated by Chuangrun Media Ltd, a Hong Kong corporation which currently operates an established business in China. It was followed closely by Chuangrun requesting ActionView to begin product development for a large Panorama sign for presentation to the new Guangzhou airport to fulfill a contract that Chuangrun had for airport advertising in the domestic terminal. In September 2004, the Company completed a license and supply agreement with ActionView Australia (Proprietary) Limited (AVAU) for the purpose of representing the Company and marketing its scrolling sign products in both Australia and New Zealand. The Company has an option to purchase a 51% interest in AVAU for a nominal amount at any time. The other 49% owner of AVAU is a local business group headed by AVAUs Managing Director. In October 2004, an ActionView sign was installed in the Loews theatre in Lincoln Square, New York for beta-testing and possible future expansion to additional Loews theaters. The sign was subsequently removed and to the best of the Companys knowledge the potential use of ActionView signs is still under consideration by Loews.  Also, in 2004, ActionView installed 20 signs in two movie theater chains in Hong Kong for beta-testing. Subsequently, this project and the Guangzhou MTR project above were put on hold in order to focus its efforts and resources on the more important Guangzhou Airport contract. In May 2005, AVFE entered into a five year revenue sharing agreement with Chuangrun Media Ltd, Chuangrun is responsible for obtaining site locations and advertisers for the Company-owned scrolling signs; the Company is responsible for the delivered cost of manufactured signs; and AVFE is responsible for the installation and on-going maintenance of the signs. On-going business developments in China are reviewed in Item 1(j) entitled Projects in Progress and Strategic Alliances. In June 2005, AVAU entered into a three year revenue sharing agreement with Open Media Management Pty Ltd (Open Media), an Australian corporation with ties to the advertising community and business establishment in Australia and New Zealand. Open Media and AVAU are responsible for obtaining the site locations and the advertisers along with installation and on-going maintenance of the Company-owned scrolling signs; and the Company is responsible for the delivered cost of manufactured signs. On-going business developments in Australia are reviewed in Item 1(j) entitled Projects in Progress and Strategic Alliances. Also in 2005, the ActionView sign was tested in McCarran International Airport in Las Vegas. The testing is now complete and airport management and their advertising company are in the process of determining the potential future use of the ActionView signs in this location. b) Principal Products, Services and Product Over the past seven years, the Companys wholly-owned subsidiary, ActionView Advertising Systems Inc., has researched, designed, and manufactured programmable, scrolling, backlit billboard poster signs under the guidance of its founder, Rick Mari, the Companys CEO and a Director. The initial product was a 4 foot by 6 foot (4x6) sign for use in retail and other high traffic advertising venues. It was site tested in malls and business concourses in Vancouver, Canada, with the support of local and national advertisers. Ad revenues from rental signs placed three years ago continue to flow from three separate shopping centers in Vancouver. Since initial product development, the company has developed several custom designed signs in different sizes to suit specific customer needs as follows:  5   Sign SizeList PriceOriginal 4x6 sign scrolling 12 poster advertisements (*)$10,0003.5 x 5 double sided scrolling 12 poster advertisements with LED display on top$16,0003.5 x5 signs scrolling 12 poster advertisements$10,0003.5 x5 sign scrolling 6 advertisements (called ActionView Light)$6,0006x9 sign portrait mode scrolling 5 poster advertisements$18,0005 x10 sign scrolling 4 poster advertisements$16,0005 x15 sign scrolling 3 poster advertisements$23,000 * The Company also designs and distributes a 4 x 6 non-scrolling (static) sign with a depth of 5 inches which is ideal for narrow passage ways where advertising on the walls has typically been confined to non-backlit products. It has a list price of $3,500. In general, there are two significant benefits to scrolling backlit signs compared to static backlit signs: i)  Scrolling signs permit the display of multi-advertisements in a single location. In a world where space is at a premium and advertisers are required to compete for their advertising positioning, ActionView signs reduce costs to advertisers and increase income to property owners who lease advertising sign space. ii)  scrolling advertising provides the movement necessary to attract the attention of passers-by. Many innovative technical features and benefits have been developed by ActionView over the years and built into their scrolling backlit smart sign system giving it superior functionality for advertisers: i)  capable of combining motion posters with an LED messaging system on top of each sign (hybrid), networked to all other signs in a given installation enabling a simultaneous display of ads and messages throughout the venue. ii)  30% increase in lighting brightness without creating hot spots through the use of diffuser lenses creating a highly visible and more eye-catching advertisement than standard advertising billboards. Other companies put a sheet of opaque glass in front of their bulbs to achieve the same purpose which decreases brightness. Furthermore, the diffusers in the ActionView sign act as structural components, adding strength to the signs and providing channels to hide wiring which makes them safer and gives a significantly cleaner look. iii)  equipped with a specially developed computer software to provide an easily accessible audit trail for advertisers to track billboard location, how many times and how long each ad is shown, etc. iv)  capable of trouble-free operation with more than 100 types of poster material having various thicknesses and stiffness. Most competitive signs are limited to specific types of poster material, which is not practical in this business particularly on an international scale when poster material control is very difficult. v)  capable of being programmed to display a variety of 3 to 12 posters on the same sign in any order at any time of the day or night for 7 day periods to add versatility, spontaneity and relevance to ad campaigns. vi)  capable of changing the poster shuttle speed depending on the needs of specific advertising venues, ie. slower movement in tranquil food court venues and faster movement in the hustle and bustle of airport venues. The main operating procedures behind the ActionView scrolling signs are as follows: - the posters are a series of separate and distinct print images connected on a continuous roll installed in a display cabinet constructed from high gloss extruded aluminum for viewing through a plexiglass window located either in the front or back of the display cabinet. - the first poster is attached to a roller spanning the top of the display cabinet and the last poster is attached to the roller spanning the bottom of the display cabinet. - with the use of motors and a digital controller, the roll of posters can be scrolled up to display each poster individually in the window for a short period of time (generally 15 seconds) before scrolling on to the next poster. When the roll of posters is wrapped around the top roller the controller reverses the mechanism to scroll the roll of posters in the same manner to the bottom roller, in reverse order.  6   - fluorescent bulbs and diffuser lenses are housed in the display cabinet behind the advertising posters. The high gloss aluminum display cabinet can be custom designed and colored to fit advertiser needs. Product Development The Company has not developed any new products in the past 2 years due to funding restrictions. The Companys business plan is based upon maintaining ownership of its manufactured signs and generating monthly revenues from signs placed in airports, train stations, convention centers, shopping malls, supermarkets, department stores, movie theatres, gas stations, and other high traffic locations. These revenues from Company signs will be shared with the sellers of the advertising and the sign location landlord. The Company sells its signs to locally based franchises and will receive royalty income from the advertising revenues generated by those signs. The Company also intends to sell custom manufactured less sophisticated scrolling signs to customers on a large volume basis if demand for these exists. The business strategy is centered around a unique vertically integrated business model of revenue sharing through international partnerships and license agreements. The model is supported by in-house developed products including: the unique sign designs (unlike others in the industry) the digital motor drive controllers, the integrated LED display unit for timely communication and the source code used to program and manage the reliable operation of the signs. The Companys main target markets at the present time are China, Australia and the USA. All projects in progress and strategic alliances are reviewed in detail in Item 1(j) below Media Advertising Markets in China According to AC Nielsen Media Research, the China advertising market will be the 2nd largest in the world by 2010. It is the fastest growing and largest consumer market and the advertising industry grew by 40% in 2003 (Source: X-tribes China, Xtreme Information). Advertising expenditure in China soared to US$13 billion in 2003, covering 0.92% of GDP compared to an average of 3% in developed countries. In the past 20+ years, average growth rate was nearly 40% (source: China Advertisement Association). There are more than 100 million middle class in China today and projected to grow to over 500 million by 2012 (two-fifths of the population), wrote Pacific Chief Economist Andy Xie of Morgan Stanley Asia. China is already a large consumer market and will become larger as the economy grows. Some of the statistics collected by AC Capital Consulting Group as reported by China Online are: - 38 million urban families can afford US$12,000 on buying a car; - More than 70% of adults living in Beijing, Shanghai and Guangzhou (combined pop. 33 million) plan to buy a car in the next 5 years; - Housing sales in Beijing, Shanghai and Guangzhou are growing at close to 40% per annum; - The market for toiletries and cosmetics has passed US$ 3 billion, expected to reach US$ 22 billion by 2013; - Chinese tourist currently spent US$ 20 billion+ overseas every year It will be the country with the largest number of outbound tourists by 2020. Registering a 21% year-on-year growth to nearly US$37 billion in 2005, China is now just behind Japan as the 3rd ranked advertising economy in the world. In particular over the last 10 years, China has witnessed a rapidly expanding outdoor advertising industry averaging 19% growth per year according to Chinas State Administration of Industry and Commerce. It is a great investment opportunity for foreign investors and local companies as well. Media Advertising Markets in Australia According to AC Nielsen Media Research, Australia is now the 2nd largest ad spending market in the Asia Pacific of the 12 markets measured, behind China only. A sound economy, political stability and on-going consumer and business confidence contributed to double digit growth in Media expenditures in 2005. This augers well for the future in the majority of the top 10 ad categories including retail, motor vehicles, entertainment & leisure and real estate.  7    Media Advertising Markets in USA A number of qualified sources indicate that strong advertising spending will continue in the US: - The Outdoor Advertising Association of America (OAAA) states that annual advertising sales approximate US$5.2 billion of out of home advertising. Since 1998, outdoor advertising has grown at a CAGR (compound annual growth rate) of approximately 8.1% that is 1% faster growth than the overall advertising market. Outdoor advertising in such key markets as Europe and the U.S. grew by a CAGR of 10% with a projected CAGR of 8.7% over the next three years, compared to 6.7% for the overall advertising market. - Both Zenith Media and the Outdoor Advertising Association of Canada (OAAC) report similar growth figures in the US. - Outdoor Advertising in the USA June 2002, Price Waterhouse Coopers indicates that Global advertising spending is predicted to increase at a 4.8% Compound Annual Growth Rate reaching a total of $405 billion in 2006, compared to $321 billion in 2001. The US market will grow from $46 billion in 2001 to $59 billion in 2006. d) Competition and Main Competitors ActionView competes with a variety of other companies providing advertising space or services. The outdoor advertising segment is highly competitive and is becoming more concentrated. The top three advertising companies in the world, Clear Channel Group, Infinity (Viacom) Inc. and the JC Decaux Group had a 9% market share in 1996 and a 30% market share in 2000 with consolidation and acquisition of companies taking place in the industry. In Canada, the Out-Of-Home advertising segment is even more highly concentrated with Pattison Outdoor Inc. accounting for close to 47% of the outdoor market segment according to the Canadian Outdoor Advertising Association. These companies, due to their size, compete with one another for the largest existing outdoor advertising markets in North America. These markets include outdoor billboards on buildings and street sides, poster sized signs in malls, airports, train stations etc. The only company that uses scroller technology is JC Decaux who is ActionViews main competition in Europe, Australia and parts of Asia. In Australia the major outdoor competitors are JC Decaux, EYE Corp, Cody Outdoor and GOA Billboards. In the scrolling sign product supply market the competitors are Revolution, Postermatic and Charvet-Industrie in North America. ActionView will continue to focus on two markets for the placement of its signs: (i) mass transit locations such as airports and subway stations; and (ii) point of purchase locations such as high volume retailers ActionView has created some unique signage products that complement the here-to-for under utilized space at airports with the introduction of the new Motion poster /LED combinations signs which are now in the process of being placed at bus stop locations at the Guangzhou Airport. Currently we know of no other sign manufacturer that supplies signs at no charge to media companies for a share of the advertising revenue. e) Competitive Position and Methods of Competition The Company will not attempt to compete in the North American outdoor advertising markets because of the size, strength and maturity of JC Decaux, Clear Channel, ViaCom and Pattison. Instead ActionView will concentrate on the point of purchase market where manufacturers and vendors of retail products need to advertise in the retail department, hardware or food store chains at the point of purchase. ActionView intends to place its scrolling signs in the store windows and inside the entrance and at the end of aisles. ActionView will receive its revenue from renting the signs to the retail stores or by receiving a percentage of the ongoing revenue stream generated from the advertising. Because the Companys business strategy is to maintain ownership of its signs and enter into revenue sharing agreements with the sign location hosts, the Company does not intend to compete with sign suppliers for core business and revenues. However, the Company can and does sell signs and may increase this portion of its business if sufficient demand for the direct sale of its products develops. The Company does not anticipate that outdoor advertising market sign sales will become a substantial portion of its business or operations and has not relied upon this assumption in its business model. When the Company does compete in the outdoor advertising sign sales market, it is comparable in price to similar quality products offered by competitors. At this time we are not aware of any competition in this market from scrolling billboard suppliers. ActionView has no plans to enter the European market in the near future. The outdoor advertising market in China and the Middle East is fragmented. They are serviced by many local companies and a few international companies like JC Decaux. It is still difficult for the international companies to gain a foothold because of the protectionist attitudes in these countries which tend to favor local companies. Because of ActionViews local partnerships the company is perceived as local with the benefits of international technology and management input. Accordingly, we do not perceive any risk from local protectionist attitudes.  8  In Australia, the market is similar to North America, so the ActionView strategy is to direct our Australian partner to pursue the point of purchase market in retail store chains. This has resulted in a contract, through our joint venture partner Open Media, with the IGA supermarket chain for multiple store locations for the placement of scrolling signs. In the competitive marketplace for scrolling sign products, the Companys dual strategy has always been to provide our customers with top quality products, well researched and tested before distribution, at competitive prices. This prompted the change of sign production to China in 2003. f) Principal Suppliers The purchase, fabrication and assembly of the aluminum bodies of the ActionView signs was transferred to a supplier in China to reduce manufacturing costs. The electronic components for the circuit boards of the proprietary digital sign controllers continue to be assembled in Canada for trans-shipment to China for installation. g) Dependence on One or a Few Major Customers Presently, ActionView has no major customers but potential exists in China, Australia and USA. ActionView continues to try and establish reliable distribution channels in all three countries and the Middle East. However, the Company has not yet achieved its desired market penetration or client base. It has been the Companys experience that prior to committing to a purchase or entering into a franchise or strategic alliance, customers typically request a testing period of 3 to 12 months to determine mechanical dependability of the signs; to identify sales uplift for advertised products; and to understand customer comfort with the new scrolling technology. If the Company is able to install signs and realize revenues in various countries, it will not be dependent on only one or a few major customers. h) Intellectual Property, Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labour Contracts The Company owns the intellectual property rights to the ActionView sign technology through its acquisition of 100% of ActionView Advertising Systems Inc which owns 100% of 6216421 Canada Ltd. (i) Pending Trademark Applications ActionView has applied for trademark rights in the United States and Canada for the trade name ActionView. This trademark is on the primary register in the United States as is the phrase ActionView: we leave the competition standing still. (ii) Pending Patents, Copyrights and Trade Secrets Managements determination is that its technology is not a likely target for intellectual property theft. Company products are not mass produced for the consumer market and are not sold at the retail level. The Company believes that it would be difficult and costly to reverse engineer the source code written onto our microprocessors which is used in our motor controllers. As working capital permits, the company will apply for patents on some or all of its new developments. The patent eligibility of any of the Companys planned applications is uncertain at this time. ActionView had previously applied for the following US patents which applications have since been abandoned due to lack of sufficient funding to pursue them: Pending Application No. 09/90652: Display Sign End Controller Pending Application No. 09/528812: System and Method of Cross-Selling Advertising The second patent pending application had also been made in Canada under the Canadian patent pending number 2341053.  9   Company copyright applications have been processed, registered and completed with respect to our trade name and marks. (iii) Royalties and Labour Contracts The Company does not pay any third party royalty on the use of its intellectual property. There are no labour contracts or unionized employees. (iv) Franchises At present, there are 5 ActionView franchises at various stages of development, as follows: - In Canada: Northwest Territories, Kelowna, Calgary (3) - In USA: Las Vegas (1) - In UAE: Dubai (1) i) Projects in Progress and Strategic Alliances The Company has been directing its focus towards niche advertising opportunities in foreign markets for the most part. We have chosen to take this route because the growth in out-of-home media is much greater outside of North America. Countries like China and India hold tremendous potential as millions within their population rise to world-class levels of economic prosperity. With this prosperity both new and established consumer brands try to compete for market share. ActionView hopes to take advantage of these opportunities in niche markets identified. Large supermarket chains have also been identified as a viable source of development for the Company which is currently underway in Australia. While the United States would appear to be the obvious market for company pursuit, large scale replacement of traditional static signs that are already installed would be required to obtain slotting space and numerous long term competitor contracts are still in effect at the high traffic outlets. Thus, a strategy of seeking newer, rapidly growing and as yet under-served marketing opportunities appeared to be a logical course of action to the Company. Through management contacts and long term relationships, the Company has established connections in China and Australia and intends to utilize them as a show and tell demonstration method for rapidly obtaining new business in these countries as well as using them as an example for market development in the USA. China In May 2005, AVFE entered into a five year revenue sharing agreement with Chaungrun Media Ltd (Chuangrun), a Hong Kong corporation operating an established advertising business in China. The Company owns 50.1% of AVFE and the other 49.9% is owned by a local business group headed by AVFEs Managing Director, Justin Kwei. AVFE is located at 1102 -148 Electric Road, Northpoint, Hong Kong. Chuangrun was to have been responsible for obtaining the site locations and the advertisers for the Company-owned scrolling signs; the Company, for the delivered cost of manufactured signs; and AVFE, for the installation and on-going maintenance of the signs. Through Chuangrun and AVFE, the Company had secured two contracts at the Guangzhou New Baiyun International Airport in Southern China for the placement of: (i) 50 double-sided 4x6 Company-owned billboards in the airport-link outdoor bus stop locations, each scrolling 12 posters; and (ii) 100 indoor panorama 10x5 Company-owned billboards at the international arrivals and domestic departures locations, each scrolling 3 posters. The 50 bus stop signs had been manufactured and paid for by the Company and were ready for installation for most of 2005 and the first half of 2006, subject to many unexpected delays relating to numerous custom design change requests by Chuangrun Media and the construction / infrastructure methods used in China to prepare the airport site. Due to these delays and misleading information with respect to final installation, the Company became suspicious of Chuangrun and its management and initiated direct contact with the Guangzhou Airport Advertising Management to try and help complete the project. In the past, the Company had relied exclusively on Chuangrun to liaise with the Airport and had dealt primarily with the management of China Media1, a US listed Company and owner of the Guangzhou Airport contracts, for all information regarding design changes and installation of the signs.  10   Chuangrun claimed to have had negotiated advertising contracts with a national Advertising Agency in China, Chi Shang Ling Yue Advertising Agency, for $6.425 million covering their clients use of 60% of the outdoor sign space in the first full year and $13 million for use of 70% of the indoor sign space in the first full year. The Company was informed that clients secured by the Agency included China Mobile, China Unicom, Ping An Insurance, Samsung, LG, etc. Under the Chuangrun contracts, the ActionView Group was entitled to approximately 15% of the gross advertising revenues generated from the signs. In late June 2006, the CEO of ActionView, Rick Mari, initiated a meeting with the Airport and invited the CEO of Chuangrun, Adrian Choi, and the President of China Media One, Ernest Cheung to participate. The purpose of the meeting was to introduce ActionView management to the Airport and try to finalize the installation requirements. As a result of the meeting, ActionView was encouraged to maintain direct contact with the Airport and subsequently learned that all pre-installation wiring was not ready, contrary to the information received from Chuangrun and China Media1 many months previous. This initial false claim by Chuangrun prompted ActionView to begin dealing directly with Airport management through the Canadian Consulates office located in Guangzhou, China. The Company subsequently severed its relationship and all association with China Media1 (OTC: CMDA.OB) and Chuangrun Media Ltd after a lengthy investigation into the business practices of both parties. This followed the revelation that the contracts they proclaimed to have with the Guangzhou Airport Authority in southern China were both non-existant. Fortunately, ActionView had not released any of the Companys assets relating to the projects Chuangrun and China Media1 were involved in. Consequently, the Company has retained all 50 of the advanced bus stop signs and is currently in active discussions with two other parties to replace its former partner in China. The Company plans on actively resuming its business development plans in China with a new partner when once additional financing is available. Hong Kong In May 2006, the Company and its subsidiary, AVFE Limited, entered into an agreement with Cadence Media of Hong Kong to supply company-owned multiple-scrolling billboards to selected shopping malls managed by The Link Management Ltd, Hong Kongs largest property management company responsible with 180 retail malls and car park facilities adjacent to 40% of Hong Kongs 7.2 million population. The first phase of the project involved the supply and installation of 20 Company-owned billboards from inventory into six premium shopping malls, 15 of which were installed. This was intended to establish ActionViews state-of-the-art billboards as a viable media choice for advertisers in this specialized market. The first advertisers started on the signs in October 2006 but the income was minimal. During the first quarter of 2007, the Company was unable to continue to fund the development of the Hong Kong project which was subsequently terminated due to lack of funds. Australia and New Zealand In June 2005, ActionView Australia (AVAU) entered into a three year revenue sharing agreement with Open Media Management Pty Ltd (Open Media), an Australian corporation with ties to the advertising community and business establishment in Australia and New Zealand. This relationship was severed in 2006. The Company continues to generate relatively small amounts of revenue from 10 rental signs located in 5 Vancouver shopping malls. Subsequent to December 31, 2006, the Company committed to an active plan to sell this operation and related operating assets comprised primarily of inventory signs, spare parts and rental signs. Yellowknife, Northwest Territories, Canada (franchise): The Company continues to receive royalty revenue from the local advertisements placed on 8 ActionView signs sold to this franchise operation in 2004 and 2005. This revenue is expected to continue into the foreseeable future due to a strong economy in the region. j) Risk Factors Investors should consider each of the following risk factors and the other information in this Annual Report, including ActionViews financial statements and the related notes, in evaluating the Companys business and prospects. The risks and uncertainties described below are not the only ones that impact on ActionViews business. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. If any of the following risks actually occur, the Companys business and financial results could be harmed. In that case, the trading price of ActionViews Common Stock would probably decline.  11   Risks associated with ActionView's own business and products 1. The advertising services industry could be impacted by global economic weakness which reduces advertising expenditures and which could negatively affect the Company's revenues and operating results. To the extent that the global and local economies are weak, the Company will face diminished ad revenues and sign sales, which may be material to the Companys operations. The magnitude of such risk cannot be predicted with any degree of certainty. 2. ActionView lacks an operating history and has accumulated significant losses that may or may not continue into the future. If the losses continue, the Company might have to suspend or cease operations. 3. ActionView will derive most of its revenues from sales outside North America and numerous factors related to international business activities subject the Company to risks that could reduce the demand for its products and negatively affect its operating results. External risks include currency risks, foreign governmental regulation, foreign governmental and economic instability, lack of accessibility to clients and customers in foreign countries, and the inability to collect receivables from foreign clients and customers may all adversely affect the Company. Any combination of these factors would compound the risks to the Company and could result in significant harm to the Companys operations abroad and thus its results of operations. 4. ActionView depends primarily upon two suppliers for the components to produce its sign products. Any disruptions in the operations of, or the loss of, these suppliers could harm the Company's ability to meet its delivery obligations to its customers and could increase its cost of sales. If the Company is unable to promptly replace one or both of its suppliers, it would be unable to meet its contractual obligations and would not be able to manufacture products which the Company relies upon for its revenues. A reduction or interruption in sign product supply or a significant increase in product prices could have a material adverse effect on ActionView's business and profitability. 5. Defects or errors in ActionView's products or in the components made by its principal suppliers could harm the Company's relations with its customers and expose it to forms of product liability. Similar problems related to the products of ActionView's customers would also harm its business. If ActionView experiences any product liability claims or recalls, the Company may also incur significant expenses and experience decreased demand for its products. 6. ActionView's business and operations would suffer if its sign products or systems fail. Problems with or failure of the Companys products might result in a recall of the systems. The need to repair or replace the systems would likely result in the loss of revenues and additional expenses incurred by the Company to repair the problems. Additionally, the Company would likely lose customers and accounts if the sign systems failed. The failure of a significant number or percentage of the Companys systems and/or the loss of a significant number of the Companys customers could have a material adverse effect on ActionView's business and profitability. Risks associated with ActionView's industry 7. The out-of-home advertising services industry is subject to rapid technological change that ActionView must keep pace with to successfully compete. The Companys inability to adapt to technological change or compete in the Companys line of business would result in the loss of the Companys customers, the inability to obtain new customers and market share and would have a material adverse effect on ActionView's business. 8. ActionView faces significant competition from much larger companies with greater experience and resources. The Companys inability to compete in the Companys line of business against larger companies would result in the loss of the Companys customers, the inability to obtain new customers and market share and would have a material adverse effect on ActionView's business. 9. Currency fluctuations could negatively affect future product sales or advertising revenue and harm ActionView's ability to collect receivables. Because a portion of the Companys business is conducted in foreign currencies, the Company is subjected to foreign currency risks, including adverse trends in valuation or exchange rates, exchange and transfer fees, inflation and other economic uncertainties not faced by companies which do not transact their business in foreign currencies. 10. ActionView's business and operating results may be harmed by inflation and/or deflation. 11. Government regulation or any change in such regulation may adversely affect ActionView's business. Governmental regulation of the industry or specific products which the Company manufactures and sells may increase the costs associated with such business or may make the business unprofitable to the Company. Any regulation or laws which hinder the Companys ability to sell its products or which increases its costs would have a material adverse effect on ActionView's business.  12   Risks associated with ActionView and its subsidiaries 12. ActionView's stock price is volatile with wide fluctuations in the past that are likely to continue in the future. The Companys common stock trades domestically on the OTC-BB, a relatively illiquid and extremely volatile market. In order to maintain its listing status on the OTC-BB, the Company must file periodic reports with the SEC in a timely manner. If the Company does not maintain its reporting status it may have its securities delisted from the OTC-BB. 13. A small number of ActionView's stockholders own a substantial amount of the Company's Common Stock, and if such stockholders were to sell those shares in the public market within a short period of time, the price of ActionView's Common Stock could drop significantly. 14. ActionView may not be able to attract and retain qualified personnel necessary for the implementation of its business strategy. If the Company is not able to attract or retain qualified personnel, it is likely that the Company would be unable to remain competitive in its business resulting in a material adverse effect on ActionView's operations. 15. ActionView's business and operating results will be harmed if it is unable to successfully manage growth in its business. 16. ActionView does not expect to pay dividends in the foreseeable future. Because the Company does not intend to pay dividends in the foreseeable future, the potential return on an investors investment in the Companys common stock cannot include any dividend income. 17. Penny Stock rules may make buying or selling ActionView's Common Stock difficult, and severely limit market liquidity. The Companys common stock is defined as a penny stock under applicable federal securities laws. As such, the Companys shares are more difficult to purchase and sell than other securities not subject to the penny stock rules. Additional Risks 18. Future equity financings may dilute your ownership interests. The Company relies upon the availability of equity capital to fund its growth, which financing may or may not be available on favorable terms or at all. We cannot guarantee that additional financing, refinancing or other capital will be available in the amounts we desire or on favorable terms. 19. As of the date of this prospectus we have raised equity capital through the issuance of shares of our restricted common stock and will continue to do so for the foreseeable future. Subject to the implementation of our ongoing plan of operations and any revenues generated in relation thereto, we anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. 20. The Company does not carry Directors and Officers Liability Insurance coverage which would reduce the ability of investors to recover damages in the case of a claim against the Company and or its officers and directors for breach of duties or other liability claims. Compliance with the Sarbanes-Oxley Act of 2002  On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly held companies and their insiders.  Many of these requirements will affect us.  For example:  - Our chief executive officer and chief financial officer must now certify the accuracy of the financial statements contained in our periodic reports; - Our periodic reports must disclose our conclusions about the effectiveness of our controls and procedures; - Our periodic reports must disclose whether there were significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses; and - We may not make any loan to any director or executive officer and we may not materially modify any existing loans.  The Sarbanes-Oxley Act has required us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder.  We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.  13   Code of Ethics  The Board of Directors of the Company adopted a Code of Ethics  The Code of Ethics applies to our directors, principal executive officers, principle financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote: · Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; · Compliance with applicable governmental laws, rules and regulations; · The prompt internal reporting of violations of the Code; and · Accountability for adherence to the Code. The Board of Directors monitors the actions of the Companys officers and directors to ensure compliance with the Code of Ethics.  Violations are brought to the attention of the Chairman and or appropriate government agencies, as necessary and appropriate.  ActionView International, Inc.s code of ethics is filed as exhibit 14 to this Form 10-KSB.  ITEM 2. DESCRIPTION OF PROPERTY The Company does not own any real estate property as of December 31, 2007. The Company, through its wholly-owned subsidiary, Action View Advertising Systems, Inc. rents an administrative office on month-to-month basis at 1892 West Broadway Ave., Suite 200, Vancouver BC, V6J 1Y9 and a small warehouse nearby. The monthly rent for the office is $860, excluding common area charges, effective January 1, 2007.  ITEM 3. LEGAL PROCEEDINGS Management is not aware of any legal proceedings (either presently engaged in or contemplated) by any government authority or other party involving the Company or its properties, except for a small claim from its former landlord amounting to approximately $9,200 regarding removal of certain fixtures belonging to the Company. The Company disputes the claim, considers it to be without merit and plans to defend itself against this claim. No directors, offices, or affiliate of the Company is (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS A special meeting of shareholders of ActionView International, Inc. was held on August 20, 2007.  The following proposal was voted upon, and approved, by a majority of shareholders:  The aggregate number of shares which the corporation shall have the authority to issue is one billion shares of common stock, par value $0.001 per shares. PART II   14   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS    Market Information  The Companys Common Stock is traded on the OTCBB (Over-The-Counter Bulletin Board) under the symbol AVWI. The following table sets forth the trading history of the Common Stock on the Bulletin Board for each quarter of the years ended December 31, 2007 and 2006, as reported by Dow Jones Interactive. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not represent actual transactions.  Quarter EndingQuarterly HighQuarterly Low3/31/20060.0950.0616/30/20060.100.0469/30/20060.0650.03612/31/20060.0550.0363/31/20070.0270.0266/30/20070.0120.0119/30/20070.0180.01412/31/20070.0130.010     Holders of record  As of December 31, 2007 there were approximately 216 shareholders of the Companys common stock.  Dividends  Holders of common stock are entitled to receive dividends as may be declared by the Board of Directors and, in the event of liquidation, to share pro-rate in any distribution of the Companys assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. No dividends have ever been declared or paid by the Board of Directors of the Company on its common stock. The Companys losses prevent the Company from paying any cash dividends, and the Company does not intend to pay cash dividends on its common stock in the foreseeable future. Recent Sales of Unregistered Securities Except as otherwise noted, the securities described in this Item 5 were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.  Each such issuance was made pursuant to individual contracts, which are discrete from one another and are made only with persons who were sophisticated in such transactions and who had knowledge of and access to sufficient information about the Company to make an informed investment decision.  No commissions were paid in connection with the transactions described below unless specifically noted.  As of December 31, 2007, ActionView International, Inc. had 92,967,564 shares of common stock outstanding. Warrants During the year ended December 31, 2006, the Company issued 90,000 warrants to purchase 90,000 shares of the Companys common stock at $0.13 per share as part of a consulting agreement. These warrants expire in three years from date of issuance by February 14, 2009. In addition, the Company extended terms by one year to June 30, 2007 on 1,512,500 warrants.  During the year ended December 31, 2007, the Company issued a total of 250,000 shares of restricted common stock in satisfaction of all warrant obligations.  As a result, there are no outstanding warrants as of December 31, 2007.  ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the Companys consolidated financial statements and the notes related thereto which have been audited and prepared in accordance with the accounting principles generally accepted in the United States of America. The discussion of results, causes and trends should not be construed to imply any conclusion that such results, causes or trends will necessarily continue in the future.  15  Brief Company History and Development ActionView International, Inc. formerly known as Acquisition Media, Inc. was incorporated on January 26, 1986, as Vantage, Inc., under the laws of the State of Nevada. It currently trades on the OTC Bulletin Board under the symbol "AVWI" and is referred to in this Form 10-KSB as the "Company", the "Registrant" or the "Issuer". Following a number of name changes since incorporation, the Company changed its name again to ActionView International, Inc. on August 20, 2003. This was done to better reflect its new business operations during the process of acquiring 100% of ActionView Advertising Systems, Inc. (ActionView) and related Intellectual Property Rights through its 100% owned subsidiary company, 6126421 Canada Ltd (612 Canada). These acquisitions closed in September 2003. The Company custom-designs, markets and manufactures illuminated programmable motion billboard signs for use in airports, mass transit stations, shopping malls and other high traffic advertising locations designed to reach people on the go with targeted messaging. The Companys business model has three main revenue sources: (i) advertising revenues from Company- owned signs placed in high traffic locations being shared with Ad Agencies, location owners and local business partners; (ii) revenues from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3rd parties. and (iii) sale of signs to franchise operators or large volume customers This has been the Companys primary business since its inception. The Business The business plan is based upon the Company maintaining ownership of its manufactured signs to generate recurring monthly revenues from signs placed under long term contracts into airports, train stations, convention centers, shopping malls, supermarkets, department stores, movie theatres, gas stations, and other high traffic locations. The revenues from Company-owned signs will be shared with the sellers of the advertising and the sign location landlord. The Companys billboard signs utilize digital motor controllers and proprietary source code for enhanced performance and offer the following advantages over their stationary counterparts: (i) the display of multiple advertisements in a single location, typically where space is at a premium and (ii) the necessary movement to attract the attention of passersby. (studies have shown that motion billboard advertising increases the likelihood of attracting attention by 3 to 4 times over static billboards) The Company targets the point of purchase advertising market in North America and the outdoor advertising market in the China/Hong Kong, Australia and the Middle East. The significant developments in China and Australia are described more fully below. The Company also sells its signs to locally based franchises and receives royalty income from the advertising revenues generated by those signs. The Company also intends to sell custom manufactured less sophisticated scrolling signs to customers on a large volume basis. The History The ActionView 4 feet x 6 feet life sized backlit scrolling sign has been researched and developed under the guidance of its founder, Rick Mari, for over 6 years. Site testing has been conducted in the malls and business concourses of Vancouver, Canada with the support of local and national advertisers. In Vancouver rental signs have been installed and ad revenues have been realized since 2003 in three separate shopping centres. The R&D process resulted in a product that is versatile, attractive and technically ahead of its competitors because of its sophisticated digitally controlled electronic components and high quality mechanics. Manufacturing was moved off-shore from Canada to China in 2003 in order to benefit from the mass manufacturing capabilities and economies of scale in China. The Companys signs are being assembled in China by a team of design engineers and computer technicians located in Guangdong Province, China. Sales of the ActionView product began with a franchising program that exposed the product to shopping mall markets in Canada and the United States. Over the past three years, the Company has tried to expand its business model to international markets through strategic alliances for the ActionView product in conjunction with revenue sharing programs with only limited success. Revenue Recognition ActionView generates or plans to generate its revenue primarily from three sources:  16   i) revenue from sale of advertising  earned when Company-owned signs are placed in point-of-purchase and high traffic advertising locations. This revenue is shared with the ad agencies who sell the advertising, the location owners and the local business partners who put the contracts together, and is recognized over the period when the advertising is provided. ii) revenue from franchise operators  earned from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3rd parties. Non-refundable franchise fees are earned when all material services relating to the sale have been substantially performed by the Company including arranging the franchise agreements and providing initial training services and related materials. iii) revenue from sale of signs  earned when signs are sold to franchise operators or large volume customers. Revenue from all sources is recognized when the amount is fixed or determinable, delivery has occurred or initial services have been performed, and collection is reasonably assured. Any amounts received in advance of the goods being delivered or services being performed are recorded as deferred revenue. Signs manufactured for inventory and/ or fixed assets Signs manufactured for sale to franchisees and other customers, located primarily in North American markets, are recorded as inventory at laid down cost when the signs are received and disclosed for financial reporting purposes at the lower of cost or net realizable market value. Cost of sales is recorded on the first-in first-out basis. Signs manufactured for rental to ad agencies and/or sign location landlords, located primarily in offshore markets, are recorded as fixed assets at laid down cost. Cost is amortized on a straight line basis less residual value over the estimated useful life of 5 years. The book value of rental signs is reviewed for impairment whenever circumstances indicate that it exceeds fair value and the full amount is not recoverable from undiscounted future cash flows. During the annual impairment review, the Company determined that the carrying value of its fixed assets at December 31, 2006, was fully impaired. Impairment of goodwill and intangible assets The Company has adopted the provisions of the Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets. Goodwill and other intangible assets with indefinite lives are no longer amortized under SFAS 142, but instead are tested for impairment at least annually. In addition, intangible assets with a definite life are amortized over that expected life and tested for impairment at least annually or whenever events or circumstances indicate a revision to the remaining period of amortization is warranted. Prior to December 31, 2005, goodwill arising from the acquisition of ActionView in September 2003 was carried at fair value and the cost of Intellectual Property Rights acquired was amortized on a straight line basis over 10 years. The determination of any impairment of goodwill and Intellectual Property Rights includes a comparison of net carrying value with estimated future operating cash flows anticipated during the remaining life; and is dependent on the Companys ability to continue operating as a going concern. During the year ended December 31, 2005 and in accordance with the provisions of the Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, the Company wrote down its Intellectual Property Rights and Goodwill to nominal value of $1 resulting in an asset impairment of $2,138,787. Impairment of operating assets Due to the delays in generating revenue from the sale or rental of scrolling billboard signs and the lack of profitability to date, the Company has determined there is significant uncertainty as to the realization of the carrying value of substantially all of its remaining assets. Accordingly, these assets have either been written off or written down to estimated recoverable amounts. The following specific events occurred in the second half of 2006 leading to this decision: (i)  the August 2006 termination of AVFEs contract with Chuangrun Media Ltd regarding the installation of 150 motion billboard signs following the revelation that the contracts it proclaimed to have with the Guangzhou Airport Authority in southern China were both fraudulent and counterfeit; (ii)  the significant delay and subsequent cancellation in shipping 400 motion billboard signs to Australia; (iii)  the inability to maintain the contract for rental signs at the retail shopping malls in Hong Kong; and (iv)  the on-going difficulty for the Company to raise working capital to carry on its business.  17   Accordingly, the Company has recorded an operating asset impairment provision of $379,134 for the year ended December 31, 2006 comprised of the following: Provision for uncollectible accounts receivable$      13,093Write down of inventory to net realizable value88,844Write down of rental signs to recoverable amounts231,816Unamortized balance of deferred finance charges written off42,091Unamortized balance of accretion expense written off3,290Total operating asset impairment$     79,134 Subsequent to the year end, the Company committed to an active plan to sell certain of the above rental signs and inventory. Results of Operation The financial statements for the year ended December 31, 2007 (2007 year) are compared below to the financial statements for the year ended December 31, 2006 (2006 year). Net Sales The Company reported revenues of $137,325 for the 2007 year compared to $86,755 for the 2006 year.  This $50,570 revenue increase was the result of much higher advertising revenue from signs placed in five Vancouver shopping malls, partially offset by much lower royalties from and sales of spare parts to existing franchisees. Gross Profit The Company generated a gross profit of $106,989 in the 2007 year compared to $44,690 in the 2006 year.  This increase was a direct result of higher ad revenues. Operating Expenses Operating expenses were $471,912 for the 2007 year compared to operating expenses of $1,142,257 for the 2006 year.  The $670,345 net decrease was due to the following: -decrease in consulting fees to $nil from $30,000 due to elimination of certain public company related consulting services.-decrease in depreciation and amortization to $nil from $79,847 resulting from the operating asset impairment at December 31, 2006.-decrease in finance and interest expense to $86,751 from $300,891 due to the write off of all remaining deferred finance charges as part of the operating asset impairment at December 31, 2006 and settlement of the 8% CLX convertible debt with Company stock. The on-going interest expense relates to accrued but unpaid interest on the promissory notes and cash loans from related parties.-increase in investor relations to $21,461 from $11,041 mainly the result of increased investor communication services and public news releases.-decrease in marketing and business promotion to $40,793 from $102,231 due to a significant reduction in market development activities in the USA.-decrease in office and administration to $nil from $106,464 due to emphasis on overhead reductions while awaiting improvements in ad revenues.-decrease in professional fees to $38,915 from $68,755 due to much lower audit and other professional services required of a public company.-decrease in product development expenses to $nil from $125,198 due to insufficient working capital for these purposes.-decrease in salaries and management fees to $231,571 from $323,083 due to a decrease in management fees. During the year ended December 31, 2007 the Company issued 10,126,582 shares of restricted common stock in exchange for accrued management fees of $80,000.  18   Net Loss The net loss from operations decreased to $121,054 in the 2007 year from $1,476,701 in the 2006 year. The net decrease of $1,355,647 was due to the combination of factors detailed above and summarized below: -decreases in eight of eleven operating expense accounts as follows: consulting fees ($30,000), depreciation and amortization ($79,847), finance and interest ($214,140), marketing and business promotion ($61,438), office and general administration ($106,464), professional fees ($29,840), product development ($125,198) and salaries and management fees ($91,512)-partially offset by an increase in investor relations ($10,420) Liquidity and Capital Resources At December 31, 2007, the Company had a working capital deficiency of $730,232, including bank indebtedness of $19,086, compared to a working capital deficiency of $1,415,760, including bank indebtedness of $42,715 at December 31, 2006. The $49,778 increase in cash during the 2007 period ($146,212 decrease in cash during the 2006 period) arose from the following cash flow activities: Net cash used in operating activities was $224,991 in the 2007 period ($473,960 in the 2006 period).  The decrease resulted from a reduction in overall operating costs as the Company ceased much of its operations due to capital deficiencies.Net cash provided from financing activities was $274,769 in the 2007 period ($327,748 in the 2006 period) arising from cash infused by the Companys directors as short term notes payable.   The Company's continuation as a going concern remains uncertain and is dependant upon successfully bringing its products and services to market; achieving profitable business operations in the future; and obtaining additional sources of financing to sustain its business operations, the outcome of which cannot be predicted at this time. In the short term, the Company continues to be dependent on related party cash loans to sustain its operations while negotiations continue regarding a special sale and leaseback financing arrangement for future manufacturing, placement of Company-owned signs and much needed working capital. In the event the Company is unable to secure these funds, it may be necessary to delay, curtail or cancel further development of its products and services. Administrative Services Agreement  On July 16, 2007, the Company entered into a management agreement with Javelin Advisory Group, Inc. to furnish the Company with office equipment, clerical and record keeping services.  Javelin Advisory Group, Inc. will perform or oversee the performance of the Companys required administrative services.  Under the terms of the contract, Javelin will be compensated a monthly fee of $10,000. The contract expires July 16, 2008.  ITEM 7. FINANCIAL STATEMENTS  See the financial statements annexed to this report.  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  On July 23, 2007, ActionView International, Inc. (the Company) dismissed Dale Matheson Carr-Hilton LaBonte LLP as independent auditors for the Company. The decision to dismiss Dale Matheson Carr-Hilton LaBonte LLP and to seek new independent auditors was approved by the Companys Board of Directors.  The reports of Dale Matheson Carr-Hilton LaBonte LLP on the Companys financial statements for the fiscal years ended December 31, 2006 and 2005 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.  In connection with the audits of the Companys financial statements for the fiscal years ended December 31, 2006 and 2005, (1) there were no disagreements with Dale Matheson Carr-Hilton LaBonte LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of Dale Matheson Carr-Hilton LaBonte LLP, would have caused Dale Matheson Carr-Hilton LaBonte LLP to make reference to the matter in its report and (2) there were no reportable events as that term is defined in Item 304 of Regulation S-K promulgated under the Securities Exchange Act of 1934.  On July 23, 2007, the Company engaged Gruber & Company, LLC as the Company's independent accountant to report on the Companys balance sheets as of December 31, 2007, and the related statements of income, stockholders equity and cash flows for the years then ended. Neither the Company nor anyone acting on its behalf consulted with Gruber & Company, LLC regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Gruber & Company, LLC on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Dale Matheson Carr-Hilton LaBonte LLP or a reportable event with respect to Dale Matheson Carr-Hilton LaBonte LLP.  19   ITEM 8A. CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures. Based on an evaluation under the supervision and with the participation of the our management as of a date within 90 days of the filing date of this Annual Report on Form 10-KSB, our principal executive officer and principal financial officer have concluded our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 are effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses and therefore there were no corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote.  ITEM 8B. OTHER INFORMATION None.      PART III.  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The executive officers and directors of the Company as of March 17, 2008 are as follows: NameAgePositionSteven Peacock62Chief Executive Officer, President and SecretaryChristopher Stringer64Chief Financial Officer and Chairman of the Board of Directors The business experience of each of the persons listed above is as follows: Steven Peacock, Chief Executive Officer, President and Secretary - has over thirty years of experience in seeking out and identifying emerging growth investment opportunities, both startup companies and work out assignments and is skilled at analyzing management structure and setting up programs for raising capital. He has working knowledge of taking companies through the process of becoming publicly traded, as well as assistance with strategic planning, corporate communications including shareholder relations and internet marketing as well as an extensive background in SEC requirements and filings utilizing broad network of legal, accounting, insurance, Internet technology and public relations affiliates. In addition to his work with and in publicly traded companies, Mr. Peacock has a background in the real estate development industry and in minor league professional sports development, primarily soccer, in both American and European venues. Mr. Peacock has an extensive operating knowledge of the Business Development Company process, having operated the first BDC on the west coast from 1998 to 2000. From 2001 to 2003, Mr. Peacock acted as a consultant for Peak Solutions, a firm offering a variety of consulting, management and financing services to the small business community, both public and private.  From 2003 to 2004, Mr. Peacock served as Chief Executive Officer and Chairman of the Board of Directors of YaSheng Group, Ltd., formerly Nicholas Investment Company, Inc.  From 2004 to 2005, Mr. Peacock served as a member of the Board of Directors of BDC Capital, Inc. and as Secretary, Chief Operating Officer and a member of the Board of Directors of CLX Investment Company. From 2005 to 2006, Mr. Peacock served as Chief Executive Officer and Chief Financial Officer of Entertainment Capital Corporation. Mr. Peacock also served as Chief Executive Officer and Chief Financial Officer of Aero Performance Products, Inc. from 2006 to 2007.  Currently Mr. Peacock serves as a member of the Board of Directors, Interim President and Interim Chief Executive Officer of Green Globe International, Inc. and from 2004 to present, Mr. Peacock has served as managing partner of Javelin Advisory Group, Inc., a business consulting company located in Murrieta, California with the core focus of assisting businesses with a number of vital services, which include bringing small public companies into compliance with SEC requirements, assisting in the raising of necessary capital, evaluating potential acquisitions and providing management expertise.  20   Christopher Stringer, is the Chief Financial Officer and Chairman of the Board of Directors of the Company and a Director of its wholly-owned Canadian subsidiary, ActionView Advertising Systems, Inc. Mr. Stringer has been with ActionView Advertising Systems, Inc. for over six years and is one of its founders. Prior to that, he was a self-employed franchise management consultant and has spent the past 25 years as a business innovator, with specific expertise in the initial organization, development, operations and leadership of both new and established service companies. Christopher Stringer brings a strong background as a business leader of international companies. He was a founder of Molly Maid International, Inc., which now has 500 franchisees in four countries. He has also managed the development of ServiceMaster in Canada. Prior to that he managed the expansion of Loomis Courier Services into the Eastern United States and Canada. Meetings During the year ended December 31, 2007 the Board of Directors met informally on 8 occasions.  All board actions were taken by resolution of unanimous consent in lieu of board meetings. Compliance With Section 16(a) of the Securities Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires ActionView International, Inc.s executive officers and directors, and persons who own more than ten percent (10%) of a registered class of ActionView Internationals equity securities, to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange Commission (the "SEC"). Such officers, directors and ten percent (10%) shareholders are also required by the SEC rules to furnish ActionView International, Inc. with copies of all Section 16(a) forms they file.  To our knowledge, based solely on review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2007, our officers, directors, and greater than ten percent beneficial owners complied with all Section 16(a) filing requirements applicable to them.  ITEM 10. EXECUTIVE COMPENSATION Summary Compensation Table The following table contains compensation data for our named executive officers for the fiscal years ended December 31, 2007 and 2006.  21    Name & Principal PositionYearSalary ($)Bonus ($)Stock Awards ($)Option Awards ($)Non-Equity Incentive Plan Compensation ($)Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)Christopher Stringer(1)
Chief Financial Officer and Chairman of the Board of Directors2006$105,847-0--0--0--0--0--0-2007$80,500(2)-0--0--0--0--0-$32,000(2)$112,500Rick Mari(3)
Chief Executive Officer, Treasurer and Director2006$158,771-0--0--0--0--0--0--0-2007$64,500(4)-0--0--0--0--0-$48,000(4)$112,500Steven Peacock(5)
Chief Executive Officer, President and Secretary2007-0--0--0--0--0--0--0--0-  (1) Mr. Stringer was named Chief Financial Officer and appointed Chairman of the Board of Directors on August 25, 2003. Mr. Stringer served as President from August 25, 2003 to December 10, 2007. (2) For the year ended December 31, 2007, management fees of $80,500 were accrued for Mr. Stringer and 4,050,633 shares of restricted common stock were issued in exchange for accrued management fees of $32,000. (3) Mr. Mari served as CEO, Secretary and a member of the Board of Directors from August 25, 2003 to December 10, 2007. (4) For the year ended December 31, 2007, management fees of $64,500 were accrued for Mr. Mari and 6,075,949 shares of restricted common stock were issued in exchange for accrued management fees of $48,000. (5) Mr. Peacock was named Chief Executive Officer, President and Secretary on December 10, 2007.  Employment Contracts  The Company does not have any employment contracts with its two executive officers.  Employee Pension, Profit Sharing or Other Retirement Plans  None  Compensation of Directors and Senior Officers  i) Standard Arrangements.  Currently the Company does not pay its directors for serving as directors. The Company has no standard arrangement pursuant to which directors of the Company are compensated for any services provided as a director or for committee participation or special assignments.  22    ii) Other Arrangements.  None.  Indemnification  As permitted by the provisions of the General Corporation Law of the State of Nevada, the Company has the power to indemnify any officer or director who was or is a party to or threatens to become a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that the officer or director of the corporation acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company.  Any such person may be indemnified against expenses, including attorneys fees, judgments, fines and settlements in defense of any action, suit or proceeding.  The Company does not maintain directors and officers liability insurance.  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTER The following table sets forth information, to the best knowledge of the Company, as of March 13, 2008 with respect to each person known by ActionView International, Inc. to own beneficially more than 5% of the outstanding Common Stock, each director and officer, and all directors and officers as a group. Name and Address(1)Number of Shares Beneficially OwnedClassPercentage of Class(2)Steven Peacock-0-Common*Christopher Stringer
1121 Crestline Rd.
West Vancouver
BC Canada AI V7S2E337,539,615Common17%All directors and executive officers (2 persons)37,539,615Common17%Richard Mari
4329 West 3rd Avenue
BC Canada A1 V6R1M633,150,775Common15%*Denotes less than 1% (1) Unless indicated otherwise, the address for each of the above listed is c/o ActionView International, Inc at (2) The above percentages are based on 215,941,986 shares of common stock outstanding as of March 13, 2008.  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Companys officers and directors are subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which the Company has indicated an interest, either through its proposed business plan or by way of an express statement of interest contained in the Companys minutes. If directors are presented with business opportunities that may conflict with business interests identified by the Company, such opportunities must be promptly disclosed to the Board of Directors and made available to the Company. In the event the Board shall reject an opportunity that was presented to it and only in that event, any of the Companys officers and directors may avail themselves of such an opportunity. Every effort will be made to resolve any conflicts that may arise in favor of the Company. There can be no assurance, however, that these efforts will be successful.   23   ITEM 13.         EXHIBITS  Exhibit No.DescriptionLocation14Code of EthicsFiled herewith21Subsidiaries
  of RegistrantFiled herewith31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith  ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES Audit Fees The aggregate fees billed by the Company's auditors for the professional services rendered in connection with the audit of the Company's annual financial statements for fiscal 2007 and reviews of the financial statements included in the Company's Forms 10-KSB for fiscal 2006 were approximately $15,000 and  $52,000, respectively. Audit Related Fees  None  Tax Fees None All Other Fees The aggregate fees billed by the Company's auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting in fiscal 2007 and 2006 were $0 and $0, respectively.    24   SIGNATURES In accordance with Section 13 or 15 (d) of the Exchange Act. The Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ACTIONVIEW INTERNATIONAL, INC. By:/s/ Steven Peacock
Steve Peacock
Chief Executive Officer Dated: April 10, 2008 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.  SIGNATURETITLEDATE/s/Christopher StringerChristopher StringerChairman of the Board of Directors and Chief Financial OfficerApril 10, 2008    25    EXHIBIT 31.1  SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER  I, Steven Peacock, certify that:  (1)   I have reviewed this annual report on Form 10-KSB of ActionView International, Inc.;  (2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  (3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  (4)  The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  (5)  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.    Date: April 10, 2008By: /s/Steven PeacockSteven Peacock, Chief Executive Officer     EXHIBIT 31.2  SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER  I, Christopher Stringer, certify that:  (1)   I have reviewed this annual report on Form 10-KSB of ActionView International, Inc.;  (2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  (3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  (4)  The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  (5)  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.    Date: April 10, 2008By: /s/Christopher StringerChristopher Stringer, Chief Financial Officer      EXHIBIT 32.1  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of ActionView International, Inc. (the Company) on Form 10-KSB for the period ending December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Steven Peacock, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.   /s/Steven Peacock Steven Peacock Chief Executive Officer April 10, 2008      EXHIBIT 32.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of ActionView International, Inc. (the Company) on Form 10-KSB for the period ending December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher Stringer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.  /s/Christopher Stringer Christopher Stringer Chief Financial Officer April 10, 2008










ACTIONVIEW INTERNATIONAL, INC.



FINANCIAL STATEMENTS

December 31, 2007 and 2006















F-1

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C O N T E N T S





Report of Independent Registered Public Accounting Firm

F-3



Balance Sheet

F-4



Statements of Operations

F-5



Statements of Stockholders Equity (Deficit)

F-6



Statements of Cash Flows

F-7



Notes to the Financial Statements

F-8











F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



THE BOARD OF ACTIONVIEW INTERNATIONAL, INC.:



We have audited the accompanying balance sheets of ActionView International, Inc. as of December 31, 2007 and 2006, and the related statements of operations, stockholders equity and cash flows for the period then ended.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ActionView International, Inc. as of December 31, 2007 and 2006, and the results of its operations and its stockholders equity and  cash flows for the period then ended  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. The Company has incurred material losses, has a negative current ratio, and Stockholders Equity. These matters raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount ands classification of liabilities that may result should the Company be unable to continue as a going concern.



/s/ Gruber & Company, LLC

Gruber & Company, LLC

Saint Louis, Missouri

April 3, 2008





F-3



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|                                                                                                                 |   |             |                    
|---------------------------------------------------------------------------------------------------------------- | - | ----------- | -------------------
|ActionView International, Inc
Consolidated Balance Sheet
(Audited)                                              
|                                                                                                                 |   |             | December 31,
  2007
|ASSETS                                                                                                          
|Current Assets                                                                                                   |   |            
|Accounts receivable - net                                                                                        | $ | 126,945    
|Inventory                                                                                                        |   | 25,364     
|Prepaid expenses                                                                                                 |   | 16,881     
|Total Current Assets                                                                                             |   | 169,190    
|Property and equipment, net of depreciation                                                                      |   | 1          
|Intellectual property rights and goodwill                                                                        |   | 1          
|Other Assets                                                                                                     |   |            
|Total Other Assets                                                                                               |   | -          
|Total Assets                                                                                                     | $ | 169,192    
|LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIT)                                                                
|Current Liabilities                                                                                              |   |            
|Bank indebtedness                                                                                                | $ | 19,086     
|Accounts payable and accrued liabilities                                                                         |   | 167,845    
|Due to related parties                                                                                           |   | 712,491    
|Total Current Liabilities                                                                                        |   | 899,422    
|Total Liabilities                                                                                                |   | 899,422    
|Stockholders' Equity (Deficit)                                                                                   |   |            
|Common Stock,  Authorized 1,000,000,000 Shares,      $0.001 Par Value, 101,040,239 Shares Issued and Outstanding |   | 101,040    
|Additional Paid in Capital                                                                                       |   | 8,153,919  
|Retained Deficit                                                                                                 |   | (8,985,189)
|Total Stockholders' Equity
  (Deficit)                                                                           |   | (730,230)  
|Total Liabilities and Stockholders' Equity
  (Deficit)                                                           | $ | 169,192    
|                                                                                                                 |   |             |                    
|The accompanying notes are an integral part of these consolidated financial statements                          





F-4

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|                                                                                        |   |            |   |                                 |  |                                
|--------------------------------------------------------------------------------------- | - | ---------- | - | ------------------------------- |  | -------------------------------
|ActionView International
Consolidated Statements of Operations
(Audited)               
|                                                                                        |   |            |   | For the Year Ended
December 31, |  | For the Year Ended
December 31,
|                                                                                        |   |            |   | 2007                            |  | 2006                           
|Revenues                                                                                |   |            |   |                                
|Advertising revenue                                                                     | $ | 120,968    | $ | 57,708                         
|Royalties and other income                                                              |   | 15,957     |   | 15,224                         
|Sign sales                                                                              |   | 400        |   | 13,823                         
|Total Revenues                                                                          |   | 137,325    |   | 86,755                         
|Cost of materials                                                                       |   | 30,336     |   | 42,065                         
|Gross Profit                                                                            |   | 106,989    |   | 44,690                         
|                                                                                        |   |            |   |                                 |  |                                
|Operating Expenses                                                                      |   |            |   |                                
|Administrative fees                                                                     |   | 55,000     |   | -                              
|Consulting                                                                              |   | -          |   | 30,000                         
|Depreciation and amortization                                                           |   | -          |   | 79,847                         
|Finance and interest expense                                                            |   | 86,751     |   | 300,891                        
|Foreign exchange (gain) loss                                                            |   | (2,579)    |   | (5,253)                        
|Investor relations                                                                      |   | 21,461     |   | 11,041                         
|Marketing and business promotion                                                        |   | 40,793     |   | 102,231                        
|Office and general administration                                                       |   | -          |   | 106,464                        
|Professional fees                                                                       |   | 38,915     |   | 68,755                         
|Product development                                                                     |   | -          |   | 125,198                        
|Salaries and management fees                                                            |   | 231,571    |   | 323,083                        
|Total Operating Expenses                                                                |   | 471,912    |   | 1,142,257                      
|Net Operating Loss                                                                      |   | (364,923)  |   | (1,097,567)                    
|                                                                                        |   |            |   |                                 |  |                                
|Other Income (Loss)                                                                     |   |            |   |                                
|Gain on extinguishment of debt                                                          |   | 358,510    |   | -                              
|Operating asset impairment                                                              |   | -          |   | (379,134)                      
|Settlement costs                                                                        |   | (114,641)  |   | -                              
|Total Other Income (Loss)                                                               |   | 243,869    |   | (379,134)                      
|Net Loss                                                                                | $ | (121,054)  | $ | (1,476,701)                    
|Net Loss Per Share                                                                      | $ | (0.0022)   | $ | (0.0445)                       
|Weighted Average Shares Outstanding                                                     |   | 55,580,910 |   | 33,172,930                     
|The accompanying notes are an integral part of these consolidated financial statements.







F-5

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| |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 

ACTIONVIEW INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY (DEFICIT)



|                                                                         |               |                     |         |             |  |             |  |           |  |          |       | Common   |  |             |              
|------------------------------------------------------------------------ | ------------- | ------------------- | ------- | ----------- |  | ----------- |  | --------- |  | -------- | ----- | -------- |  | ----------- | -------------
|                                                                         | Common Shares | Exchangeable Shares |         | Additional  |  | Obligation  |  | Stock     |  |          | Total
|                                                                         | Number of     |                     |         | Number of   |  |             |  | Paid-in   |  | to Issue |       | Purchase |  | Accumulated | Stockholders'
|                                                                         | Shares        |                     | Amount  | Shares      |  | Amount      |  | Capital   |  | Shares   |       | Warrants |  | Deficit     | Deficit      
|                                                                         |               |                     | $       |             |  | $           |  | $         |  | $        |       | $        |  | $           | $            
|                                                                         |               |                     |         |             |  |             |  |           |  |          |       |          |  |             |              
|Balance December 31, 2005                                                | 31,539,282    |                     | 31,539  | 8,072,675   |  | 2,421,803   |  | 4,508,513 |  | 52,000   |       | 130,800  |  | (7,387,434) | (159,321)    
|                                                                         |               |                     |         |             |  |             |  |           |  |          |       |          |  |             |              
|Stock issued for cash at $0.0885 per share                               | 228,000       |                     | 228     | -           |  | -           |  | 19,950    |  | -        |       | -        |  | -           | 20,178       
|Stock issued for various consulting services at $0.04 to $0.10 per share | 2,329,449     |                     | 2,329   | -           |  | -           |  | 159,473   |  | -        |       | -        |  | -           | 161,802      
|Stock issued for debt conversion at $0.042 per share                     | 520,238       |                     | 520     | -           |  | -           |  | 21,330    |  | -        |       | -        |  | -           | 21,850       
|Stock issued as equity inducement for financing services and two         | -             |                     | -       | -           |  | -           |  | -         |  | -        |       | -        |  | -           | -            
|promissory notes at $0.04 to $0.08 per share                             | 98,450        |                     | 98      | -           |  | -           |  | 6,836     |  | -        |       | -        |  | -           | 6,934        
|Intrinsic value of beneficial conversion rights of two promissory notes  | -             |                     | -       | -           |  | -           |  | 9,500     |  | -        |       | -        |  | -           | 9,500        
|Net loss for year ended December 31, 2006                                |               |                     |         |             |  |             |  |           |  |          |       |          |  | (1,476,701) | (1,476,701)  
|Balance December 31, 2006                                                | 34,715,419    |                     | 34,715  | 8,072,675   |  | 2,421,803   |  | 4,725,601 |  | 52,000   |       | 130,800  |  | (8,864,135) | (1,415,758)  
|                                                                         |               |                     |         |             |  |             |  |           |  |          |       |          |  |             |              
|Stock issued for conversion of management fees                           | 10,126,582    |                     | 10,127  | -           |  | -           |  | 69,873    |  | -        |       | -        |  | -           | -            
|Stock issued for conversion of debt & interest                           | 47,875,563    |                     | 47,876  | -           |  | -           |  | 898,165   |  | -        |       | -        |  | -           | -            
|Stock issued for conversion of warrants                                  | 250,000       |                     | 250     | -           |  | -           |  | 46,550    |  | -        |       | (46,800) |  | -           | -            
|Expired warrants and obligations                                         | -             |                     | -       | -           |  | -           |  | -         |  | (52,000) |       | (84,000) |  | -           | -            
|Exchangeable shares conversion                                           | 8,072,675     |                     | 8,073   | (8,072,675) |  | (2,421,803) |  | 2,413,730 |  | -        |       | -        |  | -           | -            
|Net loss for year ended December 31, 2007                                |               |                     |         |             |  |             |  |           |  |          |       |          |  | (121,054)   |              
|Balance December 31, 2007                                                | 101,040,239   |                     | 101,040 | -           |  | -           |  | 8,153,919 |  | -        |       | -        |  | (8,985,189) | (1,415,758)  
|                                                                         |               |                     |         |             |  |             |  |           |  |          |       |          |  |             |              



The accompanying notes are an integral part of these
consolidated financial
    statements. F-6


ActionView International, Inc.Consolidated Statements of Cash Flows 
(Audited)For the Year Ended
December 31,20072006Cash Flows from Operating Activities:Net Income (Loss)$(121,054)$(1,476,701)Non-cash items included in net loss:Stock based operating expenses-178,236Depreciation  and amortization-79,847Settlement costs114,641-Stock issued for services80,000Unknown variance in related party receivable453,356Finance expense-200,739Operating asset impairment-379,134Gain on settlement of debt(358,510)-Changes in non-cash working capital:Inventories14,637(1,205)Deferred finance charges-11,009Deferred revenue-6,303Prepaid expense(4,841)39,627Accounts receivable(117,764)8,995Accounts payable and accrued liabilities(285,456)100,056Net Cash Used by Operating Activities(224,991)(473,960)Cash Flows from Financing Activities:Advances from related parties255,683247,848Bank Overdraft19,086Proceeds from convertible promissory notes payable-70,000Issuance of common stock for cash-20,178Issuance of common stock for notes and debt(10,278)Net Cash from Financing Activities274,769327,748Increase (Decrease) in Cash49,778(146,212)Cash and Cash Equivalents at Beginning of Period(49,778)96,434Cash and Cash Equivalents at End of Period$-$(49,778)Supplemental information:Cash paid for interest$2,024$55,105Common stock issued to satisfy debt$946,041$-The accompanying notes are an integral part of these consolidated financial statements.  F-7   ACTIONVIEW INTERNATIONAL, INC 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
December 31, 2007 and 2006  (1)      NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS ActionView International, Inc. (the "Company"), was incorporated on January 26, 1986, as Vantage, Inc., under the laws of the State of Nevada. Following a number of name changes since incorporation, the Company changed its name from Acquisition Media, Inc. to ActionView International, Inc. on August 20, 2003. This was done to better reflect its new business operations during the process of acquiring 100% of ActionView Advertising Systems, Inc. (AASI), a company incorporated in British Columbia on July 6, 1999, and related Intellectual Property Rights through its 100% owned subsidiary company, 6126421 Canada Ltd (612 Canada), incorporated in Canada on August 10, 2003. This acquisition closed in September 2003. The Company custom-designs, markets and manufactures illuminated programmable motion billboard signs for use in airports, mass transit stations, shopping malls and other high traffic advertising locations designed to reach people on-the-go with targeted messaging. The Companys business model has two main revenue streams: (i) advertising revenues from Company-owned signs placed in high traffic locations being shared with Ad Agencies, location owners and local business partners; and (ii) sale of signs to franchise operators and on-going royalties from the advertising revenue generated from these signs by the franchise operators in their local market areas. In connection with its advertising business from Company-owned signs, the Company incorporated ActionView Far East Limited (AVFE) in February 2004 for the purpose of representing the Company and marketing its scrolling billboard signs in both China and Hong Kong. The Company has a 50.1% interest in AVFE and a voting majority on the Board of Directors. The other 49.9% interest is owned by a local business group headed by AVFEs Managing Director. Commercial operations have not yet commenced. The Company completed a license and supply agreement with ActionView Australia (Proprietary) Limited (AVAU) in September 2004 for the purpose of representing the Company and marketing its scrolling billboard signs in both Australia and New Zealand. The Company has the option to purchase a 51% interest in AVAU for a nominal amount at any time with the other 49% being retained by a local business group headed by AVAUs Managing Director. Commercial operations have not yet commenced. Due to the delays in raising the necessary funding to establish the Companys business and to date generating only modest revenues from the sale or rental of scrolling billboard signs and the lack of profitability to date, the Company has determined there is significant uncertainty as to the realization of the carrying value of substantially all of its remaining assets. Accordingly, assets have been impaired to realizable values (See note 11). Going Concern These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 8,985,189 and working capital deficiency of $730,232 at December 31, 2007.  These factors raise substantial doubt about the Companys ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations from a new business venture in the future and to obtain the necessary financing to meet its obligations when they become due. Management has plans to seek additional financing through private placements of its common stock and/or loans from directors. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue. (2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  F-8    (a)      Basis of presentation 
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in United States dollars. They include the accounts of the Company and its subsidiaries: AASI, 612 Canada and AVFE. (b)      Cash and cash equivalents Cash and cash equivalents consist of balances with banks, unrestricted cash balances in lawyer trust accounts and investments in financial instruments with maturities within 90 days held for the purpose of meeting short-term cash commitments rather than for investing or other purposes. As of December 31, 2007, the Company had no cash and cash equivalents. (c)      Inventory Inventory consists of illuminated programmable motion billboard signs held for sale along with related spare component parts valued at the lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. (d)      Property and equipment Property and equipment is recorded at cost. Depreciation is computed using the following methods and rates to depreciate the cost of the property and equipment less residual values over estimated useful lives. Rental Signs5 yearsLeasehold Improvements3 yearsFurniture and fixtures4 years The cost of rental signs includes component parts, labor and freight up to the point of substantial completion of the signs. The signs are considered substantially complete and ready for their intended use at the date of completion of their construction. (e)      Impairment of long-lived assets The Company records the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used over the long term are measured by a comparison of the carrying value of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the amount of the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value. (f)      Goodwill and other intangible assets The Company has adopted the provisions of the Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets. Goodwill and other intangible assets with indefinite lives are no longer amortized under SFAS 142, but instead are tested for impairment at least annually. In addition, intangible assets with a definite life are amortized over that expected life and tested for impairment at least annually or whenever events or circumstances indicate a revision to the remaining period of amortization is warranted. (g)      Translation of foreign currencies In accordance with SFAS No. 52, Foreign Currency Translation, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions during the year and the translation of subsidiary company financial statements at the year end are included in the results of operations.   F-9  (h) Revenue recognition  The Companys business plan calls for revenue generation primarily from two sources: i) revenue from sale of advertising  earned when Company-owned signs are placed in point-of-purchase and high traffic advertising locations. This revenue is shared with the ad agencies who sell the advertising, the location owners and the local business partners who put the contracts together, and is recognized over the period when the advertising is provided. ii) revenue from franchise operators  earned from start-up franchise fees, from on-going royalty fees on advertising revenues generated on the signs sold to the franchisees, and from fees on signs when sold by the franchisees to 3rd parties. Non-refundable franchise fees are earned when all material services relating to the sale have been substantially performed by the Company including arranging the franchise agreements and providing initial training services and related materials. Revenue from all sources is recognized when the amount is fixed or determinable, delivery has occurred or initial services have been performed, and collection is reasonably assured. Any amounts received in advance of the goods being delivered or services being performed are recorded as deferred revenue. (i)      Income taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. For deferred tax assets, the full amount of the potential future benefit is recorded. Then, a valuation allowance is used to adjust for the probability of realization. (j) Financial instruments The Companys financial instruments consist of cash, bank indebtedness, accounts receivable, accounts payable and accrued liabilities, loans payable, promissory notes and amounts due to related parties. It is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values due to their immediate or short-term maturity. The fair value of long-term debt is based on available market prices. When quoted market prices are not available, fair values are estimated using discounted cash flow analysis, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. (k)      Use of estimates and assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates used in preparing these financial statements include: valuation of accounts receivable, inventory, property and equipment, intellectual property rights and goodwill along with the equity component of debt and stock purchase warrants. Actual results could differ from these estimates. (l)      Stock-based compensation In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based Payment, which replaced SFAS No. 123, Accounting for Stock-Based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, Share-Based Payment, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.  F-10  The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the prospective method of SFAS No. 123R beginning January 1, 2006. As the Company had no unvested stock options on January 1, 2006, no stock-based compensation expense was recorded on adoption of SFAS No. 123R. (m)      Net loss per shareThe computation of basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares of the company during the period. The diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. The computation of diluted net loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on net loss. As of December 31, 2007, the Company had 11,637,675 potentially dilutive securities outstanding in the form of exchangeable shares, share purchase warrants and convertible loans. The basic net loss per share equals the dilutive net loss per share since the potentially dilutive securities are anti-dilutive to the basic net loss per share. (n)      Comparative figures 
Certain comparative figures have been reclassified to conform to the current periods presentation. (o)      Recent accounting pronouncements In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS 141(R)). This Statement provides greater consistency in the accounting and financial reporting of business combinations. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in the transaction, establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose the nature and financial effect of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations. In December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in Consolidated Financial Statements (FAS 160). This Statement amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later than the first quarter of fiscal 2010 and are currently assessing the impact the adoption will have on our financial position and results of operations. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure at fair value eligible financial instruments and certain other items that are not currently required to be measured at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are currently assessing the impact the adoption of SFAS No. 159 will have on our financial position and results of operations. In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires company plan sponsors to display the net over- or under-funded position of a defined benefit postretirement plan as an asset or liability, with any unrecognized prior service costs, transition obligations or actuarial gains/losses reported as a component of other comprehensive income in shareholders equity. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. We adopted the recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The adoption of SFAS No. 158 did not have an effect on the Companys financial position or results of operations.  F-11   In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the application of SFAS No. 157 may change current practice for some entities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We will adopt SFAS No. 157 in the first quarter of fiscal 2009. We are currently assessing the impact that the adoption of SFAS No. 157 will have on our financial position and results of operations. In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). This interpretation clarifies the application of SFAS No. 109, Accounting for Income Taxes , by defining a criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprises financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, but earlier adoption is permitted. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements. (3)      PROPERTY AND EQUIPMENT December 31,December 31,20072006Rental signs461,235461,235Furniture and computers6,2496,249Leasehold improvements10,78510,785478,269478,269Less: Accumulated depreciation(246,453)(246,453)Impairment loss (See Note 8)(231,815)(231,815)Net book value11 (4)      BANK INDEBTEDNESS At December 31, 2007, the Companys bank line of credit was $19,086. The bank indebtedness is payable on demand, bears interest at the banks prime rate plus 1.55% per annum, is secured by a general security agreement over all Company assets and is guaranteed by the Companys two directors.   (5)      DUE TO RELATED PARTIES At December 31, 2007, the Company owed a total of $712,491 to two Company officers, who are also directors, and their private companies. The balances owing are unsecured and non-interest bearing with no specific terms of repayment. For the year ended December 31, 2007, management fees of $225,000 were accrued for the two Company officers and their private companies. All related party transactions are conducted in the ordinary course of business and measured at the exchange amount, which is the consideration established and agreed by the related parties.  F-12    (6)      COMMON STOCK During the year ended December 31, 2006: (i)       the Company registered an additional 3,000,000 shares of common stock under its 2005 Retainer Stock Plan on a Form S-8 Registration Statement. Under the Plan, these shares can be issued to compensate directors, employees and consultants of the Company for services rendered to the Company at prices and terms to be determined by the Board of Directors. (ii)      the company issued 228,000 shares of restricted common stock for cash consideration of $20,178, (iii)     the company issued 2,329,449 shares of registered common stock for various consulting services with a fair value of $161,802 regarding the preparation of legal contracts, continuous disclosure documents, business planning and sales & marketing services at prices ranging from $0.04 to $0.10 per share. (iv)     the company issued 520,238 shares of restricted common stock for conversion of half of one promissory note payable with a fair value of $21,850. (v)     the company issued 98,450 shares of restricted common stock with a fair value of $6,934 as equity inducement for two promissory notes amounting to $32,000 and for all promissory note holders agreeing to change their interest payments from quarterly in advance to quarterly in arrears.  During the Year Ended December 31, 2007 (i) During the year ended December 31, 2005, the Company borrowed $225,000 from CLX Investment Company, Inc. (CLX), bearing interest at 8% per annum compounded quarterly in arrears under Financing Agreement dated July 15, 2005 and amended January 16, 2006. The loan was repayable to CLX in an amount equal to 25% of net quarterly income of the Company or $75,000 whichever is greater, commencing on the earlier of May 31, 2007 or the month following the quarter in which the Company generates net quarterly income of at least $150,000.   The Company received written notice of default from CLX, as prescribed under their Financing Agreement, requesting conversion of the $225,000 principal owing plus $21,727 accrued interest into restricted common stock of the Company, equivalent to 8,907,100 shares.  The shares were issued during the year ended December 31, 2007.  (ii) The Company issued a total of 47,875,563 shares of restricted common stock in satisfaction of notes and debentures payable plus accrued interest totaling $587,530.  The value of the shares on the date of issuance was $946,041, which resulted in a gain on extinguishment of debt of $358,510.  (iii) The Company issued 250,000 shares of restricted common stock to retire all remaining unexpired warrants to purchase common stock.  As a result, there were no warrants outstanding as of December 31, 2007.  (iv) The Company issued 10,126,582 shares of restricted common stock in exchange for accrued management fees of $80,000.  (v) The Company issued 8,072,675 shares of restricted common stock satisfy the obligation to issue exchangeable shares previously issued.   The exchangeable shares were originally issued to a trustee of the two officers and directors of the Company as part of the acquisition of AASI and 612 Canada in September 2003. The holders of these Exchangeable Shares could, at any time, require 612 Canada to repurchase the Exchangeable Shares for an amount equal to the then current market value of the Companys common stock. During the year ended December 31, 2003, 350,000 exchangeable shares were exchanged for shares of the Company at $0.30 each, leaving 8,072,675 Exchangeable Shares issued and outstanding.  As of December 31, 2007, there were no exchangeable shares outstanding. Warrants During the year ended December 31, 2007, the Company issued a total of 250,000 shares of restricted common stock in a negotiated settlement of all outstanding warrant rights.  As a result, at December 31, 2007 the Company had no warrants outstanding.  F-13    7)      INCOME TAXES At December 31, 2007, the Company had accumulated non-capital loss carry-forwards of approximately $5,350,000, which are available to reduce taxable income in future taxation years. These losses begin to expire in 2019 after a carry forward period of 25 years. The Company is required to compute the deferred tax asset from non-capital loss carry-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided for this deferred tax asset. The components of the deferred tax asset at December 31, 2007 and December 31, 2006, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are shown below: December 31, 2007December 31, 2006Non-capital loss carry forward5,350,0005,212,000Statutory tax rate35%35%Effective tax rate--Deferred tax asset1,872,5001,824,000Less: valuation allowance(1,872,500)(1,824,000)Net deferred tax asset- 8)      IMPAIRMENT Due to the delays in generating revenue from the sale or rental of scrolling billboard signs and the lack of profitability to date, the Company has determined there is significant uncertainty as to the realization of the carrying value of substantially all of its remaining assets. Accordingly, these assets have either been written off or written down to estimated recoverable amounts. The following specific events occurred in the second half of 2006 leading to this decision: (i)the August 2006 termination of AVFEs contract with Chuangrun Media Ltd regarding the installation of 150 motion billboard signs following the revelation that the contracts it proclaimed to have with the Guangzhou Airport Authority in southern China were both non-existent.(ii)the inability to finalize the order for motion billboard signs to Australia;(iii)the inability to maintain the contract for rental signs at the retail shopping malls in Hong Kong; and(iv)the on-going difficulty for the Company to raise working capital to carry on its business. Accordingly, the Company has recorded an operating asset impairment provision of $379,134 for the year ended December 31, 2006 comprised of the following: Provision for uncollectible accounts receivable$13,093Write down of inventory to net realizable value88,844Write down of rental signs to estimated recoverable amounts231,816Unamortized balance of deferred finance charges written off42,091Unamortized balance of accretion expense written off3,290Total operating asset impairment$379,134 9)      SUBSEQUENT EVENTS Subsequent to the year ended December 31, 2007, the Company issued 50,000,000 shares of common stock to two officers of the company in exchange for services rendered valued at $100,000.  The shares were issued pursuant to a registration statement filed on Form S-8.   F-14