**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 April 30, 2007





[ 
              ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For
      the
      transition period from _________________ to __________________








Commission
      file number: 333-136167








**AXXENT
      MEDIA CORPORATION**


(Name
      of
      small business issuer in its charter)




Nevada
            20-4463582(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)








12665-54th
      Avenue


Surrey,
      British Columbia V3X 3C1


Canada


(Address
      of principal executive offices) (Zip Code)





(604)
      341-8993


Issuer’s
      telephone number





Securities
      registered pursuant to Section 12(b) of the Act:





Title
                of each class
            Name
                of each exchange on which registeredNone
            None




Securities
      registered pursuant to Section 12(g) of the Act:







Common
      Stock, par value $0.001 per share


(Title
      of
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  [
      ]





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 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-B 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. [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 _____


State
      issuer’s revenues for its most recent fiscal year:  Nil




The
      aggregate market value of the voting and non-voting Common Stock held by
      non-affiliates was $29,000 as of June 18, 2007, based upon the price at which
      the Common Stock was sold.





There
      were 15,800,000 shares of our common stock, par value $0.001 per share (“Common
      Stock”) outstanding as of June 18, 2007.











**** **TABLE
      OF CONTENTS**




**PART
                  I**
              
              **Page**ITEM
                  1:
              DESCRIPTION
                  OF BUSINESS
              3ITEM
                  2:
              DESCRIPTION
                  OF PROPERTY
              9ITEM
                  3:
              LEGAL
                  PROCEEDINGS
              9ITEM
                  4:
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              9**PART
                  II**ITEM
                  5:
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                  ISSUER PURCHASES OF EQUITY SECURITIES
              9ITEM
                  6:
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              10ITEM
                  7:
              FINANCIAL
                  STATEMENTS
              11ITEM
                  8:
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES
              12ITEM
                  8A:
              CONTROLS
                  AND PROCEDURES
              12ITEM
                  8B:
              OTHER
                  INFORMATION
              12**PART
                  III**ITEM
                  9:
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              13ITEM
                  10:
              EXECUTIVE
                  COMPENSATION
              14ITEM
                  11:
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              14ITEM
                  12:
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              15ITEM
                  13:
              EXHIBITS
              15ITEM
                  14:
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              16SIGNATURES
              17





2







**PART
      I**





**ITEM
      1: DESCRIPTION OF BUSINESS**





**In
      General**





We
      were
      incorporated in the State of Nevada on February 8, 2006 and are in the
      development stage as defined by Statement of Financial Accounting Standard
      (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” We
      are headquartered in Vancouver, Canada.





We
      are in
      the motion picture, DVD, and video tape distribution business. We intend to
      distribute product to theatres, cable TV stations, satellite TV stations, and
      other media outlets for produced content. Our current efforts are focused on
      obtaining reproduction and distribution rights to foreign films within North
      America and also to obtain the foreign rights to North American films for
      reproduction and distribution to foreign countries.





**The
      Film Industry**




The
      US
      movie and TV production and distribution industry includes about 9,000 companies
      with combined annual revenue of approximately $50
      billion. Large companies include Walt Disney, Sony Pictures, MGM,
      Paramount, Twentieth Century Fox, Universal, and Warner Brothers. These
      "studios" are generally part of larger media companies. The industry is highly
      concentrated: the 50 largest companies account for about 80 percent of industry
      revenue. There are also independent production companies, and a large number
      of
      companies that provide services to the industry, including creative
      talent, equipment, technical expertise, and various technical production and
      distribution services .




The
      film
      making business may broadly be segmented into three phases: Preproduction,
      Production, and Postproduction. Preproduction is the planning phase, which
      includes budgeting, casting, finding the right location, set and costume design
      and construction, and scheduling. Production is the actual making of the film.
      The number of people involved in the production phase can vary from a few,
      for a
      documentary film, to hundreds, for a feature film. It is during this phase
      that
      the actual filming is done. Postproduction activities take place in editing
      rooms and recording studios, where the film is shaped into its final
      form .




Generally
      even before the film or television show starts production, marketing personnel
      develop the marketing strategy for the release. They estimate the demand for
      the
      film or show and the audience to whom it will appeal, develop an advertising
      plan, and decide where and when to release the work. They also may follow the
      filming or review film looking for images to use in movie trailers and
      advertising. Advertising workers, or unit publicists, write press releases
      and
      short biographies of actors and directors for newspapers and magazines. They
      may
      also set up interviews or television appearances for the stars or director
      to
      promote a film or television series. Sales representatives sell the finished
      product. Many production companies hire staff or independent companies to
      distribute, lease, and sell their films and made-for-television programs to
      theater owners and television networks .




**Revenue
      Generation**





The
      sale
      of our products would mostly be on DVD format, with a small portion in the
      VHS
      format, to the resale and rental markets.





The
      rental of our products to cinemas for screening would mainly be on the digicam,
      beta cam and 35mm formats.




3




There
      are
      four revenue generating models:





1.
            Outright
                sale of a film for a specific amount of usage time. The outright
                sale
                model minimizes risk by fixing the profit but, at the same time,
                minimizes
                opportunity to maximize revenue.





2.
            Sharing
                revenue generated by the film for a specified amount of usage time.
                This
                model maximizes risk as revenue from the film is not assured but,
                at the
                same time, maximizes opportunity to maximize revenue. This model
                is
                appealing to purchasers as their risk is virtually eliminated. This
                model
                is ideally suited for films that are placed with the right customer
                and
                venue, along with films that have a strong track record in their
                country
                of origin and highly rated.





3.
            Minimum
                rental rate applied with a percentage of the revenue on the film
                once it
                reaches a specified amount of revenue. This minimizes risk to both
                the
                seller and purchaser.





4.
            Acting
                purely as an agent for the producer of a film and making a percentage
                of
                the seller's revenue regardless of the method of billing,
                above.





The
      rental and revenue sharing models would apply to small theatres, satellite
      and
      cable broadcasters and pay per view channels. The sale of DVDs would be to
      video
      stores, multi media outlets and big box stores.





**Agreements
      With Film Producers**





To
      date
      we have not entered into any film reproduction or distribution agreements.
      Our
      President is continuously reviewing screeners for various titles from time
      to
      time, but we have not pursued the reproduction or distribution rights to any
      of
      these films. The screeners enable us to make the decision to purchase the title
      or not. In reaching agreements with film producers, we need to scrutinize the
      available films to ensure each fits with our standards of content and matches
      our markets.





**Marketing**





Our
      President has commenced our marketing and promotion campaign by contacting
      the
      appropriate agents and production companies, informing them that we are in
      the
      market for films.





Distributors
      of films market films in a variety of ways. One way is through participation
      in
      film festivals, which are sponsored events in which owners or distributors
      of
      newly produced films promote them for sale and/or distribution. Of the various
      film festivals that occur throughout the course of a calendar year, the Cannes
      Film Festival is one of the most renowned and prestigious.





**Post
      Production**





At
      present all our post production work will be contracted to external post
      production houses.





Our
      future plans include the set up of our own post production house in order to
      control our quality and expenses.





Our
      own
      facility would allow us to do the following:





1.
            Maintain
                the highest standard of quality by having quality control procedures
                performed before DVDs and films leave our
                facility;





2.
            In-house
                converting of the formats of films as the formats may differ depending
                on
                the country of origin (NTSC to PAL and from PAL to
                NTSC);






4





3.
            In-house
                sub-titling and/or voiceover dubbing;
                and





4.
            In-house
                authoring of titles for replication to
                DVD.





**Compliance
      With Government Regulation**





We
      do not
      believe that government regulation will have a material impact on the way we
      conduct our business.





**Employees**





We
      have
      no employees as of the date of this annual report other than our President
      and
      Chief Executive Officer, Mr. Brent Hahn.





**Research
      and Development Expenditures**





We
      have
      not incurred any research or development expenditures since our
      incorporation.





**Subsidiaries**





We
      do not
      have any subsidiaries.





**Patents
      and Trademarks**





We
      do not
      own, either legally or beneficially, any patents or trademarks.





**Risk
      Factors**





An
      investment in our Common Stock involves a high degree of risk. You should
      carefully consider the risks described below and the other information in this
      annual report on Form 10-KSB before investing in our Common Stock. If any of
      the
      following risks occur, our business, operating results and financial condition
      could be seriously harmed. The trading price of our Common Stock could decline
      due to any of these risks, and you may lose part or all of your
      investment.





**Risks
      Related To Our Business**





***If
      we do not obtain additional financing, our business will
      fail.***





Our
      business plan calls for ongoing expenses in connection with the marketing,
      reproduction and distribution of films and DVDs. We have not generated any
      revenue from operations to date. We may not be able implement our business
      plan
      without obtaining additional financing. If this financing is not available
      or
      obtainable, investors may lose a substantial portion or all of their investment.
      If adequate funds are not available to satisfy our immediate or intermediate
      capital requirements, we will limit our operations significantly. There can
      be
      no assurance that such additional financing will be available to us on
      acceptable terms, or at all. The most likely source of future funds presently
      available to us is through the sale of additional shares of Common Stock, which
      could result in dilution to existing shareholder.





***Because
      we have not yet commenced business operations, it makes evaluating our business
      difficult.***





We
      were
      incorporated on February 8, 2006, and through April 30, 2007 have been involved
      primarily in organizational activities. We have not earned revenues as of April
      30, 2007 and have incurred total losses since our incorporation through that
      date. Accordingly, you cannot evaluate our business, and therefore our future
      prospects, due to our lack of operating history. To date, our business
      development activities have consisted mainly of organizational activities.
      Potential investors should be aware of the difficulties normally encountered
      by
      development stage companies and the high rate of failure of such enterprises.
      In
      addition, there is no guarantee that we will commence business operations.




5





***We
      need to continue as a going concern if our business is to
      succeed.***





Our
      business condition, as indicated in our independent accountant's audit report,
      raises substantial doubt as to our continuance as a going concern. To date,
      we
      have completed only part of our business plan and we can provide no assurance
      that we will be able to generate enough revenue to achieve profitability. It
      is
      not possible at this time for us to predict with assurance the potential success
      of our business.





***We
      will face intense competition from larger, more established companies, and
      we
      may not be able to compete effectively, which could reduce demand for our
      products*** *.*





The
      film
      and DVD reproduction and distribution industry is intensely competitive with
      respect to price, service and both quality and size of film and DVD library.
      We
      have many competitors that have substantially greater financial and other
      resources, better name recognition, established market share and significant
      libraries of quality films and DVDs. There is no assurance that we will be
      able
      to compete successfully with our competitors.





***If
      we are unable to reach agreements to reproduce and distribute a significant
      number of films, our business will fail*** *.*





The
      success of our business requires that we enter into agreements to obtain the
      reproduction and distribution rights of films. If we are unable to conclude
      such
      agreements, or if any agreements we reach are not on favorable terms that allow
      us to generate profit, our business will fail. To date, we have not executed
      any
      agreements for the reproduction and distribution of any films or
      videos.





***If
      we are unable to retain the services of our President, then we may not be able
      to implement our business plan.***





We
      depend
      on the services of our President, Mr. Brent Hahn. Our success depends on the
      decisions made by Mr. Hahn. The loss of the services of Mr. Hahn could have
      an
      adverse effect on our business, financial condition and results of operations.
      There is no assurance that Mr. Hahn will not leave us or compete against us
      in
      the future, as we presently have no employment agreement with Mr. Hahn. In
      such
      circumstance, we may have to recruit qualified personnel with competitive
      compensation packages, equity participation and other benefits that may affect
      the working capital available for our operations. Our failure to attract
      additional qualified employees or to retain the services of Mr. Hahn could
      have
      a material adverse effect on our operating results and financial
      condition.





***Any
      additional funding we arrange through the sale of our common stock will result
      in dilution to existing shareholders*** *.*





We
      must
      raise additional capital in order for our business plan to succeed. Our most
      likely source of additional capital will be through the sale of additional
      shares of Common Stock. Such stock issuances will cause stockholders' interests
      in our company to be diluted. Such dilution will negatively affect the value
      of
      an investor's shares.







6




***We
      may be exposed to potential risks resulting from new requirements under
      section 404 of the Sarbanes-Oxley Act of 2002.***




Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required,
      beginning with our fiscal year ending April 30, 2008, to include in our annual
      report our assessment of the effectiveness of our internal control over
      financial reporting as of the end of that fiscal year. Furthermore, our
      independent registered public accounting firm will be required to attest to
      whether our assessment of the effectiveness of our internal control over
      financial reporting is fairly stated in all material respects and separately
      report on whether it believes we have maintained, in all material respects,
      effective internal control over financial reporting as of April 30, 2009.
      We have not yet completed our assessment of the effectiveness of our internal
      control over financial reporting. We expect to incur additional expenses and
      diversion of management’s time as a result of performing the system and process
      evaluation, testing and remediation required in order to comply with the
      management certification and auditor attestation requirements.





We
      do not
      have a sufficient number of employees to segregate responsibilities and may
      be
      unable to afford increasing our staff or engaging outside consultants or
      professionals to overcome our lack of employees. During the course of our
      testing, we may identify other deficiencies that we may not be able to remediate
      in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance
      with the requirements of Section 404. In addition, if we fail to achieve and
      maintain the adequacy of our internal controls, as such standards are modified,
      supplemented or amended from time to time, we may not be able to ensure that
      we
      can conclude on an ongoing basis that we have effective internal controls over
      financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
      Moreover, effective internal controls, particularly those related to revenue
      recognition, are necessary for us to produce reliable financial reports and
      are
      important to help prevent financial fraud. If we cannot provide reliable
      financial reports or prevent fraud, our business and operating results could
      be
      harmed, investors could lose confidence in our reported financial information,
      and the trading price of our Common Stock, if a market ever develops, could
      drop
      significantly.





***The
      costs to meet our reporting and other requirements as a public company subject
      to the Exchange Act of 1934 will be substantial and may result in us having
      insufficient funds to expand our business or even to meet routine business
      obligations.***





Upon
      becoming a public entity, subject to the reporting requirements of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have
      incurred ongoing expenses associated with professional fees for accounting,
      legal and a host of other expenses for annual reports and proxy statements.
      During the fiscal year ended April 30, 2007, these fees were $10,454, and we
      estimate that these costs will increase to up to $50,000 per year or higher
      for
      the next few years, particularly if our business volume and activity increases
      and when we become subject to the requirements of Section 404 of the
      Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and
      resources to fund other aspects of our business and may prevent us from meeting
      our normal business obligations.





**Risks
      Relating To Our Common Stock**





***Because
      our President owns 63.29% of our outstanding common stock, he will make and
      control corporate decisions that may be disadvantageous to minority
      shareholders.***





Mr.
      Brent
      Hahn, our President, Chief Executive Officer and Director, owns approximately
      63.29% of the outstanding shares of our Common Stock as of June 18, 2007.
      Accordingly, he will have significant influence in determining the outcome
      of
      all corporate transactions or other matters, including the election of
      directors, mergers, consolidations and the sale of all or substantially all
      of
      our assets, and a change in control. The interests of Mr. Hahn may differ from
      the interests of the other stockholders and thus result in corporate decisions
      that are disadvantageous to other shareholders.







7


***Currently,
      there is no public market for our securities, and there can be no assurances
      that any public market will ever develop, and it is likely to be subject to
      significant price fluctuations*** *.*





Our
      shares of Common Stock became quoted on the OTC Bulletin Board on April 24,
      2007. However, during the fiscal year ended April 30, 2007, no trades of our
      Common Stock occurred. A public market may not materialize for our Common Stock,
      and even if we are successful in developing a public market, there may not
      be
      enough liquidity in such market to enable shareholders to sell their stock.
      Our
      Common Stock is unlikely to be followed by any market analysts, and there may
      be
      few institutions acting as market makers for the Common Stock. Any of these
      factors could adversely affect the liquidity and trading price of our Common
      Stock. Until our Common Stock is fully distributed and an orderly market
      develops in our Common Stock, if ever, the price at which it trades is likely
      to
      fluctuate significantly. Prices for our Common Stock is determined in the
      marketplace and may be influenced by many factors, including the depth and
      liquidity of the market for shares of our Common Stock, developments affecting
      our business, including the impact of the factors referred to elsewhere in
      these
      Risk Factors, investor perception of our company, and general economic and
      market conditions. No assurances can be given that an orderly or liquid market
      will ever develop for the shares of our Common Stock.





***Because
      we are subject to “penny stock” rules, as our shares are quoted on the OTCBB,
      the level of trading activity in our stock may be
      reduced*** *.*





Broker-dealer
      practices in connection with transactions in "penny stocks" are regulated by
      penny stock rules adopted by the Securities and Exchange Commission. Penny
      stocks generally are equity securities with a price of less than $5.00 (other
      than securities registered on some national securities exchanges or quoted
      on
      Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction
      in a penny stock not otherwise exempt from the rules, to deliver a standardized
      risk disclosure document that provides information about penny stocks and the
      nature and level of risks in the penny stock market. The broker-dealer also
      must
      provide the customer with current bid and offer quotations for the penny stock,
      the compensation of the broker-dealer and its salesperson in the transaction,
      and, if the broker-dealer is the sole market maker, the broker-dealer must
      disclose this fact and the broker-dealer's presumed control over the market,
      and
      monthly account statements showing the market value of each penny stock held
      in
      the customer's account. In addition, broker-dealers who sell these securities
      to
      persons other than established customers and "accredited investors" must make
      a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written agreement to the transaction.
      Consequently, these requirements may have the effect of reducing the level
      of
      trading activity, if any, in the secondary market for a security subject to
      the
      penny stock rules, and investors in our Common Stock may find it difficult
      to
      sell their shares.





**Forward-Looking
      Statements**





This
      annual report contains certain forward-looking statements (as such term is
      defined in Section 27A of the Securities Act of 1933, as amended and
      Section 21E of the Securities Exchange Act of 1934, as amended) are based
      on the beliefs of our management as well as assumptions made by and information
      currently available to our management. Statements that are not based on
      historical facts, which can be identified by the use of such words as “likely,”
“will,” “suggests,” “target,” “may,” “would,” “could,” “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “predict,” and similar expressions and
      their variants, are forward-looking. Such statements reflect our judgment as
      of
      the date of this prospectus and they involve many risks and uncertainties,
      including those described under the captions “Risk Factors” and “Management’s
      Discussion and Analysis or Plan of Operation.” These risks and uncertainties
      could cause actual results to differ materially from those predicted in any
      forward-looking statements. Although we believe that the expectations reflected
      in the forward-looking statements are reasonable, we cannot guarantee future
      results, levels of activity, performance or achievements. Moreover, neither
      we
      nor any other person assumes responsibility for the accuracy and completeness
      of
      these forward-looking statements. We undertake no obligation to update
      forward-looking statements.





8




**ITEM
      2: DESCRIPTION OF PROPERTY**







We
      do not
      have ownership or leasehold interest in any property. Our office is located
      at
      12665-54th Avenue, Surrey, British Columbia, Canada. Our office is located
      in
      the home of our President, Mr. Hahn. It’s approximately 200 square feet in size.
      It contains office furniture and equipment sufficient to administer our current
      business. Our President, Mr. Hahn, donates this office space to us.





**ITEM
      3: LEGAL PROCEEDINGS**





There
      are
      no legal proceedings pending or threatened against us.




**ITEM
      4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted during the fourth quarter of our fiscal year ended April
      30, 2007 to a vote of security holders, through the solicitation of proxies
      or
      otherwise.





**PART
      II**





**ITEM
      5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**





**Market
      Information**





Our
      shares of Common Stock became quoted on the OTC Bulletin Board on April 24,
      2007. However, during the fiscal year ended April 30, 2007, no trades of our
      Common Stock occurred through the facilities of the OTC Bulletin
      Board.





Any
      quotations on the OTC Bulletin Board would reflect inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions.





We
      have
      30 shareholders of record as of the date of this annual report.




**Dividends**







We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.





There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
      We
      would not be able to pay our debts as they become due in the usual course of
      business; or





2.
      Our
      total assets would be less than the sum of our total liabilities plus the amount
      that would be needed to satisfy the rights of shareholders who have preferential
      rights superior to those receiving the distribution.




9





**Equity
      Compensation Plan Information**





As
      of
      April 30, 2007, we had no equity compensation plans in place under which our
      Common Stock is authorized for issuance.





**Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered Securities.**





None.








**ITEM
      6: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





Our
      plan
      of operation for the next 12 months is to enter into reproduction and
      distribution agreements for films and videos. We are currently in the process
      of
      contacting either independent distributors or affiliated entities of larger
      studios to acquire content or rights to content. We believe that independent
      distributors will afford us the best opportunity to locate niche content that
      can be distributed to satellite or cable television companies, which is where
      we
      believe our initial business will be concentrated. We are also targeting
      affiliated entities of larger studios as they often possess orphaned divisions
      with niche content that is not being actively or properly marketed. Our
      transaction goals are either to acquire an independent distributor or to
      acquire, lease, or acquire the rights to content from the affiliates of larger
      studios. Once we have executed agreements for at least ten films or videos,
      we
      will commence marketing the reproduced DVDs to theaters, retailers, and
      distributors. Although we are actively pursuing acquisition transactions, to
      date we have not entered into any such agreements or closed on any
      acquisitions.





Over
      the
      next 12 months, we anticipate spending approximately $20,000 on professional
      fees and administrative expenses, including fees payable in connection with
      compliance with reporting obligations, and $40,000 on marketing expenses. Total
      expenditures over the next 12 months are expected to be approximately $60,000.




While
      we
      have sufficient funds on hand to commence business operations, our cash reserves
      are not sufficient to meet our obligations for the next 12-month period. As
      a
      result, we will need to seek additional funding in the near future. We currently
      do not have a specific plan of how we will obtain such funding; however, we
      anticipate that additional funding will be in the form of equity financing
      from
      the sale of our Common Stock. We may also seek to obtain short-term loans from
      our President, although no such formal arrangement has been made. At this time,
      we cannot provide investors with any assurance that we will be able to raise
      sufficient funding from the sale of our Common Stock or through a loan from
      our
      President to meet our obligations over the next 12 months. We do not have any
      arrangements in place for any future equity financing.





**Results
      of Operations for the Fiscal Year Ended April 30, 2007**





We
      did
      not earn any revenues during the fiscal year ended April 30, 2007. We incurred
      operating expenses in the amount of $35,386 for the fiscal year. These operating
      expenses were comprised of management fees of $6,000, office and general
      expenses of $12,932, professional fees of $10,454 and rent of
      $6,000.





Our
      net
      loss in fiscal 2007 of $35,386 was higher than in fiscal 2006 of $3,793
      primarily due to expenses related to professional fees incurred for the filing
      of our registration statements with the Securities and Exchange Commission
      on
      Form SB-2, and the general and administrative costs incurred for a full year
      of
      operations in fiscal 2007 compared to a partial year of operations in fiscal
      2006.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue future acquisitions. For these reasons, there is substantial doubt that
      we will be able to continue as a going concern.





10





**ITEM
      7: FINANCIAL STATEMENTS**



















**AXXENT
      MEDIA CORP.**


**(A
      Development Stage Company)**





**FINANCIAL
      STATEMENTS**





**APRIL
      30, 2007**














REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
                SHEETS
            F-2STATEMENTS
                OF OPERATIONS
            F-3STATEMENTS
                OF CASH FLOWS
            F-4STATEMENT
                OF STOCKHOLDERS’ EQUITY
            F-5NOTES
                TO THE FINANCIAL STATEMENTS
            F-6








11



















***Report
      of Independent Registered Public Accounting Firm***










To
      the
      Directors and Stockholders


Axxent
      Media Corp.


(A
      Development Stage Company)






We
      have
      audited the accompanying balance sheets of Axxent Media Corp. (A Development
      Stage Company) as of April 30, 2007 and 2006, and the related statements of
      operations, cash flows and stockholders' equity for the year ended April 30,
      2007 and the period from February 8, 2006 (Date of Inception) to April 30,
      2006
      and accumulated from February 8, 2006 (Date of Inception) to April 30, 2007.
      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 audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide 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 Axxent Media Corp. (A Development
      Stage Company) as of April 30, 2007 and 2006, and the results of its operations
      and its cash flows for the year ended April 30, 2007 and the period from
      February 8, 2006 (Date of Inception) to April 30, 2006 and accumulated from
      February 8, 2006 (Date of Inception) to April 30, 2007 in conformity with
      accounting principles generally accepted in the United States.




The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has not generated any revenues and has incurred operating losses
      since inception. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans in regard to these
      matters are also discussed in Note 1. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





/s/ 
      MANNING,  ELLIOTT LLP


CHARTERED
        ACCOUNTANTS




Vancouver,
      Canada


June
      13,
      2007








The
      accompanying notes are an integral part of these financial
      statements





F-1


**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


BALANCE
      SHEETS


(Expressed
      in US Dollars)





April
                30, 2007
              -
                $
                -
            
            
            April
                30, 2006
              -
                $ -**ASSETS****Current
                Assets**Cash
            
            
            17,819
            
            
            39,000**Total
                Assets**
            
            
            17,819
            
            
            39,000**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                Liabilities**Due
                to a related party (Note 3(c))
            
            
            2,205
            
            
            -**Total
                Liabilities**
            
            
            **2,205**
            
            
            **-**Commitments
                and Contingencies (Note 1)**Stockholders'
                Equity**Common
                stockAuthorized:75,000,000
                common shares, par value $0.001 per shareIssued
                and outstanding:15,800,000
                common shares (April 30, 2006 - 15,800,000)
            
            
            15,800
            
            
            15,800Additional
                paid-in capital
            
            
            23,200
            
            
            23,200Donated
                capital (Note 3(b))
            
            
            15,793
            
            
            3,793Deficit
                accumulated during the development stage
            
            
            (39,179
            )
            
            (3,793
            )**Total
                Stockholders’ Equity**
            
            
            **15,614**
            
            
            **39,000****Total
                Liabilities and Stockholders’ Equity**
            
            
            17,819
            
            
            39,000











The
      accompanying notes are an integral part of these financial
      statements






F-2


**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


STATEMENTS
      OF OPERATIONS


(Expressed
      in US Dollars)





Year
                ended April 30, 2007
              -
                $
                -
            
            
            For
                the period from February 8, 2006 (Date of Inception) to
              April
                30, 2006
              -
                $ -
            
            
            Accumulated
                from February 8, 2006 (Date of Inception) to April 30, 2007
              -
                $ -**REVENUE**
            
            
            -
            
            
            -
            
            
            -**OPERATING
                EXPENSES**Management
                fees (Note 3(b))
            
            
            6,000
            
            
            1,500
            
            
            7,500Office
                and general (Note 3(a))
            
            
            12,932
            
            
            793
            
            
            13,725Professional
                fees
            
            
            10,454
            
            
            -
            
            
            10,454Rent
                (Note 3(b))
            
            
            6,000
            
            
            1,500
            
            
            7,500**TOTAL
                OPERATING EXPENSES**
            
            
            35,386
            
            
            3,793
            
            
            39,179**NET
                LOSS FOR THE PERIOD**
            
            
            35,386
            
            
            3,793
            
            
            39,179**BASIC
                AND DILUTED LOSS PER SHARE**
            
            
            -
            
            
            -
            
            
            -**WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING**
            
            
            15,800,000
            
            
            1,696,000








The
      accompanying notes are an integral part of these financial
      statements






F-3





**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


STATEMENTS
      OF CASH FLOWS


(Expressed
      in US Dollars)





Year
                ended April 30, 2007
              -
                $
                -
            
            For
                the period from February 8, 2006 (Date of Inception) to
              April
                30, 2006
              -
                $
                -
            
            Accumulated
                from February 8, 2006 (Date of Inception) to
              April
                30, 2007
              -
                $
                -**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss for the period
            
            
            (35,386
            )
            
            (3,793
            )
            
            (39,179
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Donated
                services
            
            
            12,000
            
            
            3,793
            
            
            15,793Change
                in operating assets and liabilities:Due
                to a related party
            
            
            2,205
            
            
            -
            
            
            2,205Net
                Cash Used In Operating Activities
            
            
            (21,181
            )
            
            -
            
            
            (21,181
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Issuance
                of common shares
            
            
            -
            
            
            39,000
            
            
            39,000Net
                Cash Provided by Financing Activities
            
            
            -
            
            
            39,000
            
            
            39,000**Increase
                (Decrease) In Cash**
            
            
            (21,181
            )
            
            39,000
            
            
            17,819**Cash,
                Beginning of Period**
            
            
            39,000
            
            
            -
            
            
            -**Cash,
                End of Period**
            
            
            17,819
            
            
            39,000
            
            
            17,819**Supplemental
                Disclosure**Interest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -
            
            
            -





The
      accompanying notes are an integral part of these financial
      statements






F-4


**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


STATEMENT
      OF STOCKHOLDERS' EQUITY


(Expressed
      in US Dollars)





Common
                Stock
            
            Additional
                Paid-in
            
            Donated
            
            Deficit
                Accumulated During the DevelopmentNumber
            
            Amount
            
            Capital
            
            Capital
            
            Stage
            
            TotalBalance,
                February 8, 2006 (Date of Inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                stock issued for cash at $0.001 per common share
            
            
            10,000,000
            
            
            10,000
            
            
            -
            
            
            -
            
            
            -
            
            
            10,000Common
                shares issued for cash at $0.05 per common share
            
            
            5,800,000
            
            
            5,800
            
            
            23,200
            
            
            -
            
            
            -
            
            
            29,000Donated
                services
            
            
            -
            
            
            -
            
            
            -
            
            
            3,793
            
            
            -
            
            
            3,793Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,793
            )
            
            (3,793
            )Balance**,**April 30, 2006
            
            
            15,800,000
            
            
            15,800
            
            
            23,200
            
            
            3,793
            
            
            (3,793
            )
            
            39,000Donated
                services
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000
            
            
            -
            
            
            12,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (35,386
            )
            
            (35,386
            )Balance,
                April 30, 2007
            
            
            15,800,000
            
            $
            15,800
            
            $
            23,200
            
            $
            15,793
            
            $
            (39,179
            )
            $
            15,614







The
      accompanying notes are an integral part of these financial
      statements





F-5


**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


NOTES
      TO
      THE FINANCIAL STATEMENTS


(Expressed
      in US Dollars)


APRIL
      30,
      2007





**1.**
            **NATURE
                AND CONTINUANCE OF
                OPERATIONS**




Axxent
      Media Corp. (the “Company”) was incorporated in the State of Nevada on February
      8, 2006 and is in the development stage as defined by Statement of Financial
      Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development
      Stage Enterprises”. The Company is headquartered in Vancouver,
      Canada.




The
      Company’s business is to obtain reproduction and distribution rights to foreign
      films within North America and also to obtain the foreign rights to North
      American films for reproduction and distribution to foreign
      countries.




These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has never generated revenues since
      inception and has never paid any dividends and is unlikely to pay dividends
      or
      generate earnings in the immediate or foreseeable future. The continuation
      of
      the Company as a going concern is dependent upon the continued financial support
      from its shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations,  and
      the
      attainment of profitable operations. As at April 30, 2007, t he
      Company has never generated any revenues and has accumulated losses of $39,179
      since inception. These factors raise substantial doubt regarding the Company’s
      ability to continue as a going concern. T hese
      financial statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that
      might be necessary should the Company be unable to continue as a going
      concern.




**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**




Basis
      of Presentation




The
      financial statements of the Company have been prepared in accordance with
      generally accepted accounting principles in the United States of America and
      are
      presented in US dollars. The Company’s year end is April 30.




Use
      of
      Estimates




The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.




The
      Company regularly evaluates estimates and assumptions related to donated
      expenses and valuation allowances for deferred income tax assets. The Company
      bases its estimates and assumptions on current facts, historical experience
      and
      various other factors that it believes to be reasonable under the circumstances,
      the results of which form the basis for making judgments about the carrying
      values of assets and liabilities and the accrual of costs and expenses that
      are
      not readily apparent from other sources. The actual results experienced by
      the
      Company may differ materially and adversely from the Company’s estimates. To the
      extent there are material differences between the estimates and the actual
      results, future results of operations will be affected.




Cash
      and Cash Equivalents




The
      Company considers all highly liquid investments with maturity of three months
      or
      less at the time of issuance to be cash equivalents.




F-6




**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


NOTES
      TO
      THE FINANCIAL STATEMENTS


(Expressed
      in US Dollars)


APRIL
      30,
      2007







**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (Continued)**




Revenue
      Recognition




The
      Company recognizes reproduction and distribution revenue in accordance with
      Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB
      104”), “Revenue Recognition in Financial Statements.” Revenue is recognized only
      when the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the service is performed, and collectibility is reasonably assured.
      As
      at April 30, 2007 the Company has not generated any revenues.




Foreign
      Currency Translation




The
      Company’s functional and reporting currency is the United States dollars. In
      accordance with Statement of  Financial
      Accounting Standards 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. Revenue and expenses are translated at average rates of exchange during
      the year. Gains or losses resulting from foreign currency transactions are
      included in results of operations.




Financial
      Instruments




Financial
      instruments, which include cash, and amounts due to a related party, were
      estimated to approximate their carrying values due to the immediate or
      short-term maturity of these financial instruments. The Company’s operations are
      in Canada which results in exposure to market risks from changes in foreign
      currency rates. The financial risk is the risk to the Company’s operations that
      arise from fluctuations in foreign exchange rates and the degree of volatility
      of these rates. Currently, the Company does not use derivative instruments
      to
      reduce its exposure to foreign currency risk.




Comprehensive
      Loss




SFAS
      No.
      130, “Reporting Comprehensive Income,” establishes standards for the reporting
      and display of comprehensive income (loss) and its components in the financial
      statements. As at April 30, 2007 the Company has no items that represent a
      comprehensive loss and, therefore, has not included a schedule of comprehensive
      loss in the financial statements.




Income
      Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.




Basic
      and Diluted Net Income (Loss) per Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic
      and diluted earnings per share (EPS) on the face of the income statement. Basic
      EPS is computed by dividing net income (loss) available to common shareholders
      (numerator) by the weighted average number of common shares outstanding
      (denominator) during the period. Diluted EPS gives effect to all dilutive
      potential common shares outstanding during the period including stock options,
      using the treasury stock method, and convertible preferred stock, using the
      if-converted method. In computing diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential common shares if their effect is anti-dilutive.








F-7




**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


NOTES
      TO
      THE FINANCIAL STATEMENTS


(Expressed
      in US Dollars)


APRIL
      30,
      2007







**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (Continued)**




Recent
      Accounting Pronouncements




In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “The Fair Value Option for Financial Assets and Financial
      Liabilities-Including and amendment of FASB Statement No. 115”. SFAS No. 159
      permits entities to choose to measure many financial instruments and certain
      other items at fair value. SFAS No. 159 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007. As such, the Company
      is required to adopt these provisions at the beginning of the fiscal year ending
      February 28, 2009. The Company is currently evaluating the impact of SFAS No.
      159 on its financial statements.





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans.” This Statement requires an
      employer to recognize the over funded or under funded status of a defined
      benefit post retirement plan (other than a multiemployer plan) as an asset
      or
      liability in its statement of financial position, and to recognize changes
      in
      that funded status in the year in which the changes occur through comprehensive
      income.  SFAS No. 158 is effective for fiscal years ending after December
      15, 2006 which for the Company would be February 1, 2007. The Company does
      not
      expect that the implementation of SFAS No. 158 will have any material impact
      on
      its financial position and results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.
      This Statement defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles (GAAP), expands disclosures
      about fair value measurements, and applies under other accounting pronouncements
      that require or permit fair value measurements. SFAS No. 157 does not
      require any new fair value measurements. However, the FASB anticipates that
      for
      some entities, the application of SFAS No. 157 will change current
      practice. SFAS No. 157 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, which for the Company would be the
      fiscal year beginning January 1, 2008. The Company is currently evaluating
      the
      impact of SFAS No. 157 but does not expect that it will have a
      material impact on its financial statements.





In
      September 2006, the SEC issued Staff Accounting Bulletin
      (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
      when Quantifying Misstatements in Current Year Financial Statements.” SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements
      should be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB
      No.
      108 is effective for fiscal years ending after November 15, 2006. The
      adoption of this standard did not have a material effect on its
      financial statements.




In
      June
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in
      income taxes by prescribing a two-step method of first evaluating whether a
      tax
      position has met a more likely than not recognition threshold and second,
      measuring that tax position to determine the amount of benefit to be recognized
      in the financial statements. FIN 48 provides guidance on the presentation of
      such positions within a classified statement of financial position as well
      as on
      derecognition, interest and penalties, accounting in interim periods,
      disclosure, and transition. FIN 48 is effective for fiscal years beginning
      after
      December 15, 2006. The adoption of this standard is not expected to have a
      material effect on the Company’s results of operations or financial
      position.







F-8




**AXXENT
      MEDIA CORP.**


(A
      Development Stage Company)


NOTES
      TO
      THE FINANCIAL STATEMENTS


(Expressed
      in US Dollars)


APRIL
      30,
      2007









**3.**
            **RELATED
                PARTY
                BALANCES/TRANSACTIONS**




a)
            During
                the period ended April 30, 2006, the President of the Company incurred
                incorporation costs on behalf of the Company totalling $793. The
                amount
                was charged to operations and recorded as donated
                capital.




b)
            The
                President of the Company provides management services and office
                premises
                to the Company at no charge. The donated services and rent each have
                an
                estimated fair value of $500 per month. For the year ended April
                30, 2007,
                the Company incurred $6,000 of donated management fees and $6,000
                of
                donated rent.




c)
            As
                at April 30, 2007, the Company owes the President of the Company
                $2,205
                (2006 - $ nil) for expenditures incurred on behalf of the Company.
                The
                amounts are unsecured, non-interest bearing, and are due on demand.





**4.**
            **COMMON
                SHARES**




a)
            In
                February 2006, the Company issued 10,000,000 common shares of the
                Company
                at $0.001 per common share for cash proceeds of
                $10,000.




b)
            In
                April 2006, the Company issued 5,800,000 common shares of the Company
                at
                $0.005 per common share for cash proceeds of $29,000.





**5.**
            **INCOME
                TAXES**




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has net operating losses of
      $24,175, which commence expiring in 2026. Pursuant to SFAS No. 109, the Company
      is required to compute tax asset benefits for net operating losses carried
      forward. Potential benefit of net operating losses have not been recognized
      in
      these financial statements because the Company cannot be assured it is more
      likely than not it will utilize the net operating losses carried forward in
      future years. For the years ended April 30, 2007 and 2006, the valuation
      allowance established against the deferred tax assets increased by $8,185 and
      $280, respectively.




The
      components of the net deferred tax asset at April 30, 2007 and the statutory
      tax
      rate, the effective tax rate and the elected amount of the valuation allowance
      are listed below:




April
                30,
            
            April
                30,2007
            
            2006$
            
            $Net
                Operating Losses
            
            
            24,186
            
            
            800Statutory
                Tax Rate
            
            
            35
            %
            
            35
            %Effective
                Tax Rate
            
            
            -
            
            
            -Deferred
                Tax Asset
            
            
            8,465
            
            
            280Valuation
                Allowance
            
            
            (8,465
            )
            
            (280
            )Net
                Deferred Tax Asset
            
            
            -
            
            
            -








F-9




**ITEM
      8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None.





**ITEM
      8A: CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls**





We
      evaluated the effectiveness of our disclosure controls and procedures as of
      the
      end of the 2007 fiscal year. This evaluation was conducted with the
      participation of our chief executive officer and principal accounting
      officer.





Disclosure
      controls are controls and other procedures that are designed to ensure that
      information that we are required to disclose in the reports we file or submit
      pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      is recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms.





**Limitations
      on the Effectiveness of Controls**





Our
      management does not expect that our disclosure controls or our internal controls
      over financial reporting will prevent all error and fraud. A control system,
      no
      matter how well conceived and operated, can provide only reasonable, but no
      absolute, assurance that the objectives of a control system are met. Further,
      any control system reflects limitations on resources, and the benefits of a
      control system must be considered relative to its costs. These limitations
      also
      include the realities that judgments in decision-making can be faulty and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people or by management override of a control. A design of a control
      system is also based upon certain assumptions about potential future conditions;
      over time, controls may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and may not be
      detected.





**Conclusions**





Based
      upon their evaluation of our controls, our chief executive officer and principal
      accounting officer have concluded that, subject to the limitations noted above,
      the disclosure controls are effective to ensure that the information that we
      are
      required to disclose in the reports we file or submit pursuant to the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms, and that
      such information is made known to management on a timely basis during the period
      when our reports are being prepared.





There
      were no changes in our internal control over financial reporting that occurred
      during our fourth fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.








**ITEM
      8B:**  **OTHER
      INFORMATION**





None.





12





**PART
      III**








**ITEM
      9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT.**





The
      name
      of our sole executive officer and director, and his age and positions as of
      the
      date of this annual report, is as follows :





Name
            
            Age
            
            Position
              with Registrant
            
            Served
              as a Director or Officer SinceBrent Hahn
            
            47
            
            President, C.E.O.,
              Principal
                Accounting Officer,
              Treasurer,
                Secretary and
              and
                Director
            
            February 8,
              2007




The
      following describes the business experience of Mr. Hahn:





From
      2002
      until 2006, Mr. Hahn has been involved in a variety of businesses involving
      post-production and distribution in the film industry, including as Executive
      Vice President and shareholder of Pure Play Media Inc., a post-production house
      in Los Angeles. From 1986 until 2002, Mr. Hahn was founder, co-owner, and Vice
      President/Director of AOV Distribution, a chain of retail multi- media outlets
      across Canada that, among other things, procured distribution rights for films
      and video and the reproduction thereof. Between 1998 and 2003 Mr. Hahn also
      sat
      on the advisory committee to the British Columbia Film Board, which regulates
      the classification of films within the province of British Columbia. Mr. Hahn
      is
      devoting substantially all of his time to our business.





**Term
      of Office**





Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Employees**





We
      have
      no employees other than the officer and director described above.




**Section
      16(a) Beneficial Ownership Reporting Compliance**







Section
      16(a) of the Exchange Act requires our executive officers and directors, and
      persons who beneficially own more than 10% of our equity securities, to file
      reports of ownership and changes in ownership with the Securities and Exchange
      Commission. Officers, directors and greater than 10% shareholders are required
      by SEC regulation to furnish us with copies of all Section 16(a) forms they
      file. Based on our review of the copies of such forms we received, we believe
      that during the fiscal year ended April
      30,
      2007 all such filing requirements applicable to our officers and directors
      were
      complied with.




**Code
      of Ethics**




We
      do not
      currently have a code of ethics, because we have only limited business
      operations and only one director and one officer and, therefore, we believe
      a
      code of ethics would have limited utility. We intend to adopt such a code of
      ethics as our business operations expand and we have more directors, officers
      and employees.





13


**Director
      Nominees Recommended by Stockholders**





There
      have been no changes to the procedures by which stockholders may recommend
      nominees to our board since these procedures were last disclosed.




**Audit
      Committee**




We
      have
      only one director ,
      and
      therefore do not have an audit committee or an audit committee financial expert.








**ITEM
      10: EXECUTIVE COMPENSATION**





Mr.
      Brent
      Hahn, our only officer and only director, has received no compensation for
      his
      services to us in any capacity for the fiscal year ended April 30, 2007. We
      have
      not granted any stock options or shares of stock to Mr. Hahn to date. There
      are
      no stock option, retirement, pension, or profit sharing plans for the benefit
      of
      Mr. Hahn. In addition, we have not entered into any employment or consulting
      agreements with Mr. Hahn, nor any post-termination or change in control
      arrangements. We have not compensated and have no arrangements to compensate
      Mr.
      Hahn for his services to us.








**ITEM
      11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





The
      following table sets forth information regarding the beneficial ownership of
      our
      shares of Common Stock at June 18, 2007 by (i) each person known by us to be
      the
      beneficial owner of more than 5% of our outstanding shares of Common Stock,
      (ii)
      each of our directors, (iii) our executive officers, and (iv) by all of our
      directors and executive officers as a group. Each person named in the table,
      has
      sole voting and investment power with respect to all shares shown as
      beneficially owned by such person, and has an address at our executive offices
      at 12665-54th Avenue, Surrey, British, Columbia, Canada, V3X 3C1.





**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of Beneficial Ownership**
            **Percent
                of Class****(1)**Common
                Stock
            Mr.
                Brent Hahn,
              President,
                CEO and Director,
            10,000,000
            63.29%Common
                Stock
            All
                Officers and Directors
            10,000,000
            63.29%





(1)
      The
      percent of class is based on 15,800,000 shares of Common Stock issued and
      outstanding as of the date of this annual report.





**Equity
      Compensation Plan Information**





As
      of
      April 30, 2007, we had no equity compensation plans in place under which our
      Common Stock is authorized for issuance.





14





**ITEM
      12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





None
      of
      our directors or officers, nor any proposed nominee for election as a director,
      nor any person who beneficially owns, directly or indirectly, shares carrying
      more than 10% of the voting rights attached to all of our outstanding shares,
      nor any promoter, nor any immediate family member of, nor any person who shares
      the same house as, any of the foregoing persons has any material interest,
      direct or indirect, in any transaction since our incorporation or in any
      presently proposed transaction which, in either case, we are or will be a
      participant.





Our
      management is involved in other business activities and may, in the future
      become involved in other business opportunities. If a specific business
      opportunity becomes available, such persons may face a conflict in selecting
      between our business and their other business interests. In
      the
      event that a conflict of interest arises at a meeting of our directors, a
      director who has such a conflict will disclose his interest in a proposed
      transaction and will abstain from voting for or against the approval of such
      transaction.





Our
      determination of independence of directors is made using the definition of
      “independent director” contained under Rule 4200(a)(15) of the Rules of National
      Association of Securities Dealers, even though such definitions do not currently
      apply to us because we are not listed on Nasdaq. Our current sole director,
      Mr.
      Hahn, is also an executive officer, and is therefore not “independent” under
      this rule.








**ITEM
      13: EXHIBITS AND REPORTS**





Exhibits





Exhibit
                Number
            
            Description3.1
            
            Articles
                of Incorporation*3.2
            
            Bylaws*31.1
            
            Certification
                pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                193431.2
            
            Certification
                pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                193432.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 200232.2
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002*
                Filed as an exhibit to our Registration Statement on Form SB-2 dated
                July
                31, 2006








15







**ITEM
      14: PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Our
      principal accountants, Manning Elliott, Chartered Accountants, rendered invoices
      to us during the fiscal periods indicated for the following fees and
      services:





Fiscal
                  year ended April 30, 2006
              
              Fiscal
                  year ended April
                  30, 2007Audit
                fees
              
              $
              Nil
              
              $
              10,650Audit-related
                fees
              
              $
              Nil
              
              $
              NilTax
                fees
              
              $
              Nil
              
              $
              NilAll
                other fees
              
              $
              Nil
              
              $
              Nil




Audit
      Fees




Audit
      fees consist of fees related to professional services rendered in connection
      with the audit of our annual financial statements and the review of the
      financial statements included in each of our quarterly reports on Form 10-QSB.
      As shown above, we incurred $10,650 of audit fees during the fiscal year ended
      April 30, 2007, and no audit fees during the fiscal year ended April 30,
      2006.




Audit-Related
      Fees




We
      incurred no fees for assurance and related services by Manning Elliott,
      Chartered Accountants that were reasonably related to the performance of the
      audit or review of our financial statements for the fiscal years ended April
      30,
      2007 and 2006.




Tax
      Fees




We
      incurred no fees for professional services by Manning Elliott, Chartered
      Accountants for tax compliance, tax advice and tax planning, for the fiscal
      years ended April 30, 2007 and 2006.




All
      Other Fees




We
      incurred no fees for all other professional services rendered by Manning
      Elliott, Chartered Accountants for the years ended April 30, 2007 and 2006.




Policy
      on pre-approval of audit and permissible non-audit services




Our
      policy is to pre-approve all audit and permissible non-audit services performed
      by the independent accountants. These services may include audit services,
      audit-related services, tax services and other services. Under the policy of
      our
      board of directors, pre-approval is generally provided for particular services
      or categories of services, including planned services, project based services
      and routine consultations. In addition, we may also pre-approve particular
      services on a case-by-case basis. We approved all services that our independent
      accountants provided to us in the past two fiscal years.




16


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.


**AXXENT
              MEDIA CORPORATION**Date: June
              27, 2007
            By:
            /s/ Brent
              HahnBrent
              HahnPresident,
              CEO and
              Director





In
      accordance with the Securities 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.








**Signature**
            
            **Title**
            
            **Date**/s/
                Brent Hahn
              
              Brent
                Hahn
            
            President,
                CEO and Director
            
            June
                27, 2007









17