UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549






FORM
10-Q




xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For
the Quarterly Period Ended March 31, 2009




TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For
the Transition Period From 
to








Commission
File Number: 333-123169




AMERICAN
MEDIA SYSTEMS CO.


(Exact
name of registrant as specified in its charter)




Nevada
            
            87-0736406(State
      or other jurisdiction of incorporation or
    organization)
            
            (I.R.S.
      Employer Identification No.)




5190
Neil Road, Suite 430, Reno Nevada, 89502


(Address
of principal executive offices including Zip Code)




Registrant's
telephone number, including area code:    (866) 651-2219




Indicate
by check mark whether the registrant (1) has 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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act). (Check one):





Large accelerated filer
            
            Accelerated filer
            Non-accelerated filer
            
            Smaller reporting company
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes x     No





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS


Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by court.


Yes
     No 





APPLICABLE
ONLY TO CORPORATE ISSUERS


State
the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: Common, $0.00001 par value per share:
10,000,000 outstanding as of May 14, 2009.















PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements.





AMERICAN
MEDIA SYSTEMS CO.


(A
Development Stage Company
 BALANCE
SHEETS





March
      31
                        
                        December
      312009
                        
                        2008(unaudited)
                        
                        (audited)ASSETSCURRENT
      ASSETSCash
                        $
                        423.210
                        
                        $
                        433,885Sales taxes recoverable
                        
                        3,787
                        
                        
                        2,961426,997
                        
                        
                        436,846EQUIPMENT
                        
                        15,062
                        
                        
                        16,231TOTAL
      ASSETS
                        $
                        442,059
                        
                        $
                        453,077LIABILITIESCURRENT
      LIABILITIESAccounts
      payable
                        $
                        5,715
                        
                        $
                        10,776Loan
      payable
                        
                        1,000
                        
                        
                        1,000Advances
      from related parties (Note 3)
                        
                        158,651
                        
                        
                        144,251Total
      Liabilities
                        
                        165,366
                        
                        
                        156,027STOCKHOLDER'S
      EQUITYCommon
      stock – Note 4Authorized:50,000,000
      shares, $0.00001 par value;Issued
      and outstanding:10,000,000
      common shares
                        
                        100
                        
                        
                        100ADDITIONAL
      PAID-IN CAPITAL
                        
                        494,300
                        
                        
                        494,300DONATED
      CAPITAL
                        
                        67,876
                        
                        
                        67,876DEFICIT
      ACCUMULATED DURING THE DEVELOPMENT STAGE
                        
                        (285,583
                        )
                        
                        (265,226
                        )TOTAL
      STOCKHOLDERS' EQUITY
                        
                        276,693
                        
                        
                        297,050TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                        $
                        442,059
                        
                        $
                        453,077The
      accompanying notes are an integral part of these consolidated balance
      sheets.











F-1





-2-








AMERICAN
MEDIA SYSTEMS CO


(A
      Development Stage Company)


STATEMENT
OF OPERATIONS





Accumulated
      fromThree
      months
                          
                          Three
      months
                          
                          December
      6, 2004ended
                          
                          ended
                          
                          (date
      of inception)March
      31
                          
                          March
      31
                          
                          to
      March 312009
                          
                          2008
                          
                          2009REVENUE
                          $
                          -
                          
                          $
                          -
                          
                          $
                          133,935COST
      OF GOODS SOLD
                          
                          -
                          
                          
                          -
                          
                          
                          (36,032
                          )GROSS
      PROFIT
                          
                          -
                          
                          
                          -
                          
                          
                          97,903GENERAL
      AND ADMINISTRATIVE EXPENSESAdvertising
                          
                          -
                          
                          
                          -
                          
                          
                          1,225Audit
      fees
                          
                          -
                          
                          
                          3,500
                          
                          
                          32,433Bad
      debt
                          
                          -
                          
                          
                          -
                          
                          
                          272Bank
      charges and interest
                          
                          132
                          
                          
                          981
                          
                          
                          3,478Consulting
      fees
                          
                          13,714
                          
                          
                          13,585
                          
                          
                          233,905Depreciation
                          
                          1,169
                          
                          
                          1,169
                          
                          
                          31,219Loss
      (gain) on foreign exchange
                          
                          576
                          
                          
                          838
                          
                          
                          (479
                          )Legal
      fees
                          
                          3,865
                          
                          
                          410
                          
                          
                          20,067Office
                          
                          250
                          
                          
                          -
                          
                          
                          9,254Rent
                          
                          -
                          
                          
                          -
                          
                          
                          22,706Telephone
      and communication
                          
                          1
                          
                          
                          3
                          
                          
                          18,514Transfer
      agent fees
                          
                          650
                          
                          
                          567
                          
                          
                          12,937Website
      and software maintenance
                          
                          -
                          
                          
                          -
                          
                          
                          556(20,357
                          )
                          
                          (21,053
                          )
                          
                          (386,087
                          )LOSS
      FROM OPERATIONS
                          
                          (20,357
                          )
                          
                          (21,053
                          )
                          
                          (288,184
                          )OTHER
      INCOMEFilm
      production equipment sale, net
                          
                          -
                          
                          
                          -
                          
                          
                          1,621LOSS
      FROM CONTINUING OPERATIONS
                          
                          (20,357
                          )
                          
                          (21,053
                          )
                          
                          (286,563
                          )DISCONTINUED
      OPERATIONSGain
      from operations of discontinued Component (including gain on disposal of
      $273)
                          
                          -
                          
                          
                          -
                          
                          
                          980NET
      LOSS
                          $
                          (20,357
                          )
                          $
                          (21,053
                          )
                          $
                          (285,583
                          )Basic
      and diluted net loss per share
                          $
                          (0.00
                          )
                          $
                          (0.00
                          )Weighted
      average shares outstanding
                          
                          10,000,000
                          
                          
                          10,000,000


F-2
 
 -3-





AMERICAN
MEDIA SYSTEMS CO


(A
      Development Stage Company)


STATEMENT
OF CASH FLOWS





Accumulated
      fromThree
      months
                          
                          Three
      months
                          
                          December
      06, 2004ended
                          
                          ended
                          
                          (Date
      of Inception)March
      31
                          
                          March
      31
                          
                          March
      312009
                          
                          2008
                          
                          2009OPERATING
      ACTIVITIESNet
      Loss
                          $
                          (20,357
                          )
                          $
                          (21,053
                          )
                          $
                          (285,583
                          )Items
      not requiring cash outlayConsulting
      fees
                          
                          -
                          
                          
                          -
                          
                          
                          62,775Depreciation
                          
                          1,169
                          
                          
                          1,169
                          
                          
                          31,219Website
      and software maintenance
                          
                          -
                          
                          
                          -
                          
                          
                          300Amortization
      of deferred DVD production costs
                          
                          -
                          
                          
                          -
                          
                          
                          780Gain
      on sale of subsidiary
                          
                          -
                          
                          
                          -
                          
                          
                          (4,783
                          )Cash
      provided by (used in) changes in operating assets and
      liabilitiesAccounts
      payable
                          
                          (5,061
                          )
                          
                          (386
                          )
                          
                          3,779Sales
      taxes payable
                          
                          (826
                          )
                          
                          (816
                          )
                          
                          (3,787
                          )Accrued
      liabilities
                          
                          -
                          
                          
                          3,500
                          
                          
                          -Loan
      payable
                          
                          -
                          
                          
                          -
                          
                          
                          1,000Net
      cash used in operating activities
                          
                          (25,075
                          )
                          
                          (17,586
                          )
                          
                          (194,300
                          )FINANCING
      ACTIVITIESAdvances
      from a related party
                          
                          14,400
                          
                          
                          14,400
                          
                          
                          158,651Issuance
      of common stock for cash
                          
                          -
                          
                          
                          -
                          
                          
                          450,001Net
      Cash provided by financing activities
                          
                          14,400
                          
                          
                          14,400
                          
                          
                          608,652INVESTING
      ACTIVITIESPayments
      for intellectual property
                          
                          -
                          
                          
                          -
                          
                          
                          (2
                          )Production
      of DVDs
                          
                          -
                          
                          
                          -
                          
                          
                          (2,259
                          )Purchase
      of equipment
                          
                          -
                          
                          
                          -
                          
                          
                          (1,881
                          )Cash
      proceeds from sale of subsidiary
                          
                          -
                          
                          
                          -
                          
                          
                          13,000Net
      Cash provided by financing activities
                          
                          -
                          
                          
                          -
                          
                          
                          8,858Increase
      in cash and cash equivalents
                          
                          (10,675
                          )
                          
                          (3,186
                          )
                          
                          423,210Cash
      and cash equivalent -  beginning of the period
                          
                          433,885
                          
                          
                          446,598
                          
                          
                          -Cash
      and cash equivalent - end of  the period
                          $
                          423,210
                          
                          $
                          443,412
                          
                          $
                          423,210Supplemental
      DisclosureInterest
      expense
                          
                          -
                          
                          
                          -
                          
                          
                          16Foreign
      exchange (gain) loss
                          
                          576
                          
                          
                          838
                          
                          
                          (479
                          )Purchase
      of equipment in exchange for 2,000,000 of the
                            Company's
      common stock at a price of $0.0222 per share
                          
                          -
                          
                          
                          -
                          
                          
                          44,400Donated
      services
                          
                          -
                          
                          
                          -
                          
                          
                          67,876


F-3


-4-








American
Media Systems Co
 (A
Development Stage Company)
 Notes
to the Financial Statements
 March
31, 2009
 (unaudited)


NOTE
1 – OPERATIONS AND BASIS OF PRESENTATION




The
Company was incorporated under the laws of the State of Nevada on December 6,
2004.  The company is a startup film production company that
specializes in television and feature film aerial cinematography.  On
May 31, 2006 the Company sold its instructional DVD segment.





These
unaudited financial statements have been prepared in accordance with the
instructions to SEC Form 10-Q. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles in the United States of America
have been condensed or omitted pursuant to such instructions.  These
unaudited interim financial statements should be read in conjunction with the
audited financial statements and notes thereto as at December 31,
2008.




The
Company does not generate sufficient cash flow from operations to fund its
activities and has therefore relied principally upon the issuance of securities
for financing. The Company intends to continue relying upon the issuance of
securities to finance its operations and development activities, however there
can be no assurance it will be successful in raising the funds necessary to
maintain operations, or that a self-supporting level of operations will ever be
achieved. The likely outcome of these future events is indeterminable. These
factors together raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustment to reflect
the possible future effect on the recoverability and classification of the
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.




In the
opinion of the Company’s management, all adjustments considered necessary for a
fair presentation of these unaudited financial statements have been included and
all such adjustments are of a normal, recurring nature.  Operating
results for the three-month period ended March 31, 2009 are not necessarily
indicative of the results that can be expected for the year ended December 31,
2009.





During
the quarter ended March 31, 2009, the Company shut down its wholly owned
subsidiary, American Media Systems Canada, Ltd. without incurring gain or
loss.  Accordingly, these financial statements are no longer
consolidated





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a)        Basis
of Presentation and Fiscal Year


These
financial statements and related noted are presented in accordance with
accounting principles accepted in the United States, and are expressed in US
dollars.  The Company’s fiscal year-end is December 31.





b)       Recent
Accounting Pronouncements


The
Company adopts new pronouncements relating to generally accepted accounting
principles applicable to the Company as they are issued, which may be in advance
of their effective date.  Management does not believe that any
recently issued, but not yet effective accounting standards, if currently
adopted, would have a material effect on the accompanying financial
statements.




















F-4





-5-





American
Media Systems Co
 (A
Development Stage Company)
 Notes
to the Financial Statements
 March
31, 2009
 (unaudited)





NOTE 3 – RELATED PARTY TRANSACTIONS AND
BALANCES





A)
            During
      the three month period ended March 31, 2009 the Company incurred $13,714
      ($13,585 in 2008) in consulting fees from A.J. Vesak Ltd., a company
      wholly owned by its President.


B)
            The
      due to Related Parties is a debt without interest or stated repayment
      terms.


The
transaction between the Company and the related party were consummated at the
price agreed upon by the parties.





NOTE 4 - COMMON STOCK





Effective
January 27, 2006, the Company completed a two shares for one share stock split.
Effective September 29, 2006, the Company completed a one share for two shares
stock consolidation. The Company's share transactions disclosed in these
financial statements have been restated retroactively to reflect the above stock
transactions.





On
December 15, 2007 the Company completed a $400,000 financing pursuant to an SB-2
registration statement declared effective by the Securities and Exchange
Commission on July 5, 2007. 8,000,000 shares of Common Stock were
issued.





There are
no shares subject to warrants, options or other agreements as at March 31,
2009.


































F-5





-6-





Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.





Forward-Looking
Statements





This Form
10-Q includes certain statements that may be deemed to be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements in this Form 10-Q, other than statements of historical
facts, that address activities, events or developments that we expect, believe
or anticipate will or may occur in the future, including operating costs, future
capital expenditures (including the amount and nature thereof), and other such
matters are forward-looking statements. Although we believe the expectations
expressed in such forward-looking statements are based on reasonable assumptions
within the bounds of our knowledge of our business, such statements are not
guarantees of future performance and actual results or developments may differ
materially from those in the forward-looking statements. Because our stock is a
penny stock, each time we refer to the Litigation Reform Act, the safe harbor
does not apply.





Factors
that could cause actual results to differ materially from those in
forward-looking statements include: the change of business focus; continued
availability of capital and financing; general economic, market or business
conditions; acquisition opportunities or lack of opportunities; changes in laws
or regulations; risk factors listed from time to time in our reports filed with
the Securities and Exchange Commission; and other factors.





American
Media Systems Co. is a Nevada company incorporated on December 6, 2004. We are a
startup film and production company that specializes in television and feature
film aerial cinematography. On May 31, 2006 we sold our instructional DVD
segment.





Employees
and Consultants





The
Registrant has no employees. The company's CEO, A.J. Vesak is retained as a
consultant.





Management's
Discussion and Analysis of Financial Condition and Results of
Operations.





During
the three months ending March 31, 2009 there were $nil in sales (2008 - $nil)
and we incurred a loss from operations of $20,357 (2008 - loss of $21,053). The
major components of expenses faced by the company during the three months were
consulting fees of $13,714 (2008 - $13,585), legal fees of $3,865 (2008 - $410),
audit fees of $nil (2008 - $3,500), and depreciation of $1,169 (2008 - $1,169).
The balance of our expenses during the three months have been transfer agent
fees of $650 (2007 - $567), loss on foreign exchange of $ 576 (2008 – loss of
$838) bank and interest charges of $132 (2008 - $981), and office of $250 (2008
- $nil).




As of
March 31, 2009 the Company had current assets of $426,997 compared to $436,846
on December 31, 2008. Current assets consist of cash of $423,210 (2008 -
$433,885), sales tax recoverable of $3,787 (2008 - $2,961). As of March 31, 2009
the Company has current liabilities of $165,366 compared to $156,027 at December
31, 2008. The current liabilities consist of $1,000 in loan payable (December
31, 2008 - $1,000), $5,715 accounts payable (December 31, 2008 - $10,776) and
$158,651 due to a related party (December 31, 2008 - $144,251). There is no
long-term debt. The Company may in the future invest in short-term investments
from time to time but there can be no assurance that these investments will
result in profit or loss.





Our
future growth and success will be dependent on our ability to develop new
markets and to grow the customer base for our aerial cinematography services. If
we cannot succeed in developing new markets and grow our customer base then our
prospects for growth are substantially undermined.











-7-





Plan
of Operations





Our plan
of operations for the next 12 months is to continue our business of providing
aerial cinematography services to the film and advertising industries and to
diversify into government and corporate sectors. We feel that we are well
positioned to take advantage of any growth in the local film industry. To pursue
these objectives we completed a financing in December of 2007 pursuant to an
SB-2 registration statement declared effective by the Securities and Exchange
Commission on July 7, 2007. We raised a total of $400,000 and issued 8,000,000
shares of common stock. The funds will be utilized to pay general working
capital expenses such as, but not limited to, office, audit and legal fees. We
will also utilize the funds to market our services by customizing our corporate
awareness DVD to specific sectors within the economy. We will target those
sectors that we believe are poised for growth and could benefit the greatest
from our services. We anticipate that this work will require additional
consulting, legal, and travel and related expenses as we continue expanding our
customer base.





Off
balance-sheet arrangements





We do not
have any off balance-sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Recent
accounting pronouncements





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS
141(R) establishes principles and requirements for how the acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, an any noncontrolling interest in the acquiree, recognizes
and measures the goodwill acquired in the business combination or a gain from a
bargain purchase, and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2009. The Company is currently evaluating the
impact of SFAS 141(R) on its consolidated financial statements but does not
expect it to have a material effect.





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended December 31,
2009. The Company is currently evaluating the impact of SFAS 160 on its
consolidated financial statements but does not expect it to have a material
effect.




In
March 2008, the FASB issued SFAS No. 161 “Disclosure About Derivative
Instruments and Hedging Activities-an amendment to FASB Statement 133” (SFAS
161). SFAS 161 requires enhanced disclosures about derivatives and hedging
activities and the reasons for using them. SFAS 161 is effective for fiscal
years beginning after November 15, 2008. The Company is currently reviewing
the provisions of SFAS 161 on its financial statements but does not expect it to
have a material effect.





-8-





In May
2008, the FASB issued SFAS 162, “The hierarchy of Generally Accepted Accounting
Principles”  (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the frame work for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting
principles.  This statement shall be effective 60 days after the SEC’s
approval of the Public Company Accounting Oversight Board amendment to AU
Section 411, “the Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.”  The Company is currently reviewing
the provisions of SFAS 162 on its financial statements but does not expect it to
have a material effect.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – and interpretation of FASB Statement No. 60” (“SFAS
163”.  SFAS 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that statement.  SFAS 163 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years.  The Company is currently reviewing the provisions of SFAS 163
on its financial statements but does not expect it to have a material
effect.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





N/A





Item
4. Controls and Procedures.





(a) Evaluation of
Disclosure Controls and Procedures: Disclosure controls and procedures
are designed to ensure that information required to be disclosed in the reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports filed under the Exchange Act is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosure.





Under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures as required by Exchange
Act Rule 13a-15(b) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are
effective.





(b) Changes in
Internal Control over Financial Reporting: There were no changes in
our internal control over financial reporting during the quarter ended
March 31, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





Item
4T. Controls and Procedures





N/A

















-9-





PART
II -OTHER INFORMATION





Item
1. Legal Proceedings





None.





Item
1A. Risk Factors





N/A





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





This use
of proceeds information is being disclosed pursuant to our SB-2 registration
statement file # 333-143464 declared effective on July 7, 2007. The offering
commenced on July 8, 2007 and was terminated on December 15, 2007 with 8,000,000
shares of common stock issued and $400,000 raised.





Pursuant
to the SB-2 registration statement we registered 8,000,000 shares for sale by
the issuer for maximum proceeds of $400,000 of which 8,000,000 shares were sold
for total proceeds of $400,000.





There was
no underwriter in the offering and no funds have been paid for underwriting
discounts or commissions, finders' fees, or to underwriters in connection with
the offering.





We have
paid total expenses of $975 including legal, audit, and transfer agent fees. All
these fees were paid directly by the issuer and none of the fees were paid to a
director, officer, 10% security owners, or any individual or firm with insider
or related party affiliation with the issuer.





Net
proceeds to the issuer after taking account of expense related to the
registration statement were $399,025. From the effective date to March 31, 2009
the issuer has used $32,371 for consulting, legal, and office expenses of the
net offering proceeds.





Item
3. Defaults Upon Senior Securities





None





Item
4. Submissions of Matters to a Vote of Security Holders





None





Item
5. Other Information





None










-10-





Item
6. Exhibits and Reports on Form 8-K





(a)
Exhibits





3.1
            Articles of Incorporation (1)3.2
            Bylaws  (1)4.1
            Specimen Stock Certificate (1)10.1
            Contract with Brand Specialists LLC (1)10.2
            Purchase agreement for Craft College intellectual property (1)10.3
            Purchase agreement for Mentor Media intellectual property (1)10.4
            Contract with Memories Complete (1)10.5
            Written representation of verbal agreement with Vancouver Film Studios  (1)14.1
            Code of ethics (1)21.1
            Subsidiaries (1)31.1
            Certification of Principal Executive Officer and Principal financial Officer pursuant to Rule 13a-14 and Rule 15 d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.32.1
            Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).





(1)
Incorporated herein by reference from our Form SB-2 registration statement and
all amendments thereto filed with the Securities and Exchange Commission, and
amendments thereto, SEC file No. 333-123169 or Form 10KSB for the year ended
December 31, 2005.





(b)
Reports on Form 8-K filed during the quarter.





None














SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





AMERICAN
      MEDIA SYSTEMS CO.(Registrant)Dated: May
      13, 2009
            BY:
            AJ
      VESAKPrincipal Executive Officer, andPrincipal Financial Officer


























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