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











There is no disclosure of delinquent filers in reports to Item 405 of Regulation S-B is not 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:  YES  x NO











---



|                                                                                                       
|-------------------------------------------------------------------------------------------------------
|ITEM 1. DESCRIPTION OF BUSINESS                                                                        
|                                                                                                       
|ITEM 2. DESCRIPTION OF PROPERTY                                                                        
|                                                                                                       
|ITEM 3. LEGAL PROCEEDINGS                                                                              
|                                                                                                       
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            
|                                                                                                       
|PART II                                                                                                
|                                                                                                       
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                       
|                                                                                                       
|ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                      
|                                                                                                       
|ITEM 7. FINANCIAL STATEMENTS                                                                           
|                                                                                                       
|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           
|                                                                                                       
|ITEM 8A. CONTROLS AND PROCEDURES                                                                       
|                                                                                                       
|ITEM 8B. OTHER INFORMATION                                                                             
|                                                                                                       
|PART III                                                                                               
|                                                                                                       
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                                   
|                                                                                                       
|ITEM 10. EXECUTIVE COMPENSATION                                                                        
|                                                                                                       
|ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                                                                                                       
|ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|                                                                                                       
|ITEM 13. EXHIBITS.                                                                                     
|                                                                                                       
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                        

FORWARD LOOKING STATEMENTS

Certain information in this report including statements made in "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Description of Business" and elsewhere contain "forward-looking statements". All statements other than statements of historical fact are "forward-looking statements", including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as "may," "will," "expects," "plans," "anticipates," "estimates," "potential," or "continue," or the negative thereof or other comparable terminology. Although American Media Systems believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in these forward-looking statements.

Forward-looking statements include but are not limited to:

| |  | American Media Systems' ability to implement successfully its operating strategy as described in its business plan;
| |  | -------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                    
| |  | Future financial performance as estimated in American Media Systems' financial projections;                        
| |  |                                                                                                                    
| |  | American Media Systems' forecasts of market demand; and,                                                           
| |  |                                                                                                                    
| |  | Highly competitive market conditions.                                                                              

This list of categories of forward-looking statements should not be construed as exhaustive. American Media Systems will not update or revise any forward-looking statements.

Certain factors that could cause American Media Systems' forward-looking statements not to be correct and cause American Media Systems' actual results to materially vary from projections made in forward-looking statements as further described under the caption in Risk Factors contained in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report.



(a) Business Development

American Media Systems Co is a Nevada company incorporated on December 6, 2004. We are a startup film and production company specializing in television and feature film aerial cinematography. We have achieved losses since inception, have relied on the issuance of common stock to fund operations, and have been issued a going concern opinion from our auditors. Our registered office and agent for service is located at 5190 Neil Road, Suite 430 Reno, NV 89502. Our telephone and fax numbers are 1-866-651-2219 and 1-817-549-2216, respectively and our corporate website is www.americanmediasystems.com.

On December 7, 2004 we purchased equipment with a historical cost base of $44,400 for 1,000,000 common shares from Alexander Vesak, our founder. The equipment includes all camera, lighting, audio, and editing equipment necessary to produce instructional DVDs. On December 13, 2004 we signed a marketing agreement with Brand Specialists LLC whereby Brand Specialists LLC retains an exclusive right to market our products to Neighborhood Markets, Wal-Mart, Sam's Club and Wal-Mart SuperCenters in the United States and Canada.

On February 15, 2005 we entered into an agreement with Mr. Vesak, our founder and purchased the intellectual property rights to his instructional DVDs on fly-fishing and crafting. The agreement to purchase the intellectual property included, but was not limited to, all know-how, inventions, patents, revisions, marks, web sites, and copies thereof. The purchase price for the intellectual property was $1 for each series of DVDs. In April of 2005 we started offering aerial cinematography services in addition to the production and marketing of the instructional DVDs. During the 2005 year the cinematography services accounted for 93% of our revenues. On May 31, 2006 we divested and sold the DVD business to focus our attention on the aerial cinematography business.

(b) Business of the Issuer

Our auditors have issued a going concern opinion suggesting there is a real possibility that we will not be able to maintain our operations. During the year ended December 31, 2007 we generated revenues of $1,830 and achieved a loss of $63,495. For the year ended December 31, 2006 we generated a total of $25,020 in revenues and achieved losses of $75,652.

We are a film and production company specializing in television and feature film aerial cinematography. This business is characterized by contract work that has clearly defined commencement and completion dates over short engagement periods of days or months. The business relies on the specific skill sets of various consultants and Mr. Vesak. Mr. Vesak and our various consultants are vital in securing recurring contracts. Our services are marketed to companies within the media industry. Specifically we have customers in the feature film, TV production, and advertising industries. Although there are no geographic limitations on the services we provide, historically our work has primarily been performed in British Columbia, Canada.

The market for our services in the location where we operate is limited and as a consequence less than 10 companies and individuals offer similar services to ours. Our president has a twenty year track record in the industry and based on past experience we believe we have a strong position in the local market. The demand for our services is, however, primarily determined by the general activity in the industries within which we compete and specifically the genre of movies being produced. Historically, action movies have had the highest demand for aerial shooting.

Our specific goal is to expand on our customer base for our services.

Marketing Plan

Mr. Vesak is a member of the Directors Guild of Canada (DGC) and the International Alliance of Theatrical Stage Employees (IATSE) and he is listed in their directories for the services we provide. The listings generate contacts and requests from companies and studios requiring film and production services. We have developed a 5-minute corporate awareness DVD of completed American Media Systems' film and media projects. The DVD shows out-takes from TV, feature films, and corporate commercials and showcases the type and quality of services we provide for our clients. The DVD is being distributed independently to advertising agencies and to other prospective clients. It is also warehoused in the DGC library for review by prospective clients.

We intend to expand and diversify our customer base and will produce industry specific material highlighting our value proposition within each industry. Specifically, we will target companies within the real estate development, tourism, transportation, and outdoor recreation industries. All of these industries have relied upon aerial photography to market themselves and their products

Industry

We operate within the film and media industries. Specifically we have provided our services to feature films, TV productions, and advertising companies. Although the total number of media productions within our local market is the primary determinant of demand for our services, the market for aerial cinematography is highly specialized and encompasses only a small component of the total local film and media industries. A fraction of all productions include scenes that involve aerial filming and readers are cautioned from drawing conclusions on the demand for our services based on the total size and development of the film and media industries in British Columbia.

According to the British Columbia Film Commission a total of 211 productions were completed during 2005, up 8.8% from 2004 and 24% from 2003. The sector has seen steady growth over the last 10 years and British Columbia is now the third largest center for movie productions in North America after Los Angeles and New York. In the past the sector was helped by favorable tax credits initiated to attract U.S. productions. According to the British Columbia Film Commission the growth in the industry over the last 5 to 10 years have helped local companies develop expertise that is now sought after internationally. This expertise has made it possible for the industry to continue growing even when faced with a significant rise in the Canadian Dollar against the U.S. Dollar, making productions more expensive for U.S. companies. According to the report from the British Columbia Film Commission the total size of the local film industry was CDN $ 1.2 billion in 2005 up from CDN $ 800 million in 2004.

In addition to the film and media industries there is also demand from governments and local and national corporations. Government departments such as the tourism board or local chamber of commerce have sanctioned promotional DVDs that require aerial filming to best showcase an area, city or specific location.

Businesses such as real estate developers, tourism companies, or forestry companies have also on occasion demand for aerial filming. Typically these industrial projects involve filming geographic specific locations for promotional purposes.

Although there are no published statistics on the current size and demand for our services within the government and corporate sectors we believe there is an opportunity to further develop these markets. The provincial government has been reducing taxes and promoting British Columbia as business friendly and a viable location for companies to relocate. The use of aerial cinematography to showcase the province's nature and infrastructure improvements would be an effective promotional supplement in the government's campaign.

Competition

Due to the small size of the market and the high specialization required to provide our services there are no published statistics on the total size or development of the market. We believe there are less than 10 individuals and firms providing this service to the local market and based on our knowledge of the industry we believe we are one of the major providers of aerial cinematography services to the local market. On some projects an aerial cinematographer from outside of the local market is hired, but the standard in the industry is to hire local companies that know the geography and specific attributes of the area. Although this has the effect of protecting some of our local market it also serves to limit our growth opportunities in other geographic areas of the continent.



Our common shares must be considered a speculative investment. Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock. If we do not successfully address the risks described below, there could be a material adverse effect on our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure any investor that we will successfully address these risks.

The purchase of the common shares involves a number of significant risk factors. Purchasers of common shares should consider the following:

Our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern. Our audited financial statements for the period ended December 31, 2007 and 2006 were prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes that we will continue in operation for the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. However, our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern.

There are legal restrictions on the resale of the common shares offered herein, including Penny Stock Regulations under the U.S. Federal Securities Laws. These restrictions may adversely affect the ability of investors to resell their shares. Our Articles do not restrict the sale or transfer of our securities however such sale or transfer must be made in full compliance with applicable state and federal securities laws. Our securities are subject to the penny stock rules, which apply generally to equity securities with a price of less than $5.00 per share, other than securities registered on certain national exchanges or quoted on the NASDAQ system. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers willing to engage in the trading of our shares. This results in reduced liquidity and an increase in the spread between the bid and ask price. Investors should be aware that the level of trading activity on the secondary market can be very illiquid and investors may find it expensive and difficult to sell their shares.

To date we have generated limited revenues from operations and we will have additional capital requirements to continue our operations but they might not be available to us on favorable terms or at all, and if unavailable our ability to run our business will be impaired. As of December 31, 2007 we had working capital of $358,522, sufficient to complete our plan of operations for the next 12 months. If we are unable to generate sufficient revenues to cover operating expenses on an ongoing basis or raise additional funds, we will unlikely maintain our business operations.

We have one officer and director and he spends only a portion of his time on our business. Mr. Vesak devotes approximately 75% of his time to the business of the company. He also has a business interest as a Director and Director of Photography and he may establish future business interests that are similar to ours but do not involve us. A conflict of interest may arise between the best interests of our company and the best interests of Mr. Vesak's other business interest. In such a situation where a conflict of interest exists any decision by Mr. Vesak which furthers the best interests of his other business interest may be harmful to our business. Additionally, we have no established parameters or understandings regarding the allocation of present or future business opportunities between us and Mr. Vesak's other business interest.

Our sole officer and director established his own internal controls over our financial reporting, disclosure controls and procedures. He is responsible for monitoring these controls and has limited experience that may lead to errors and omissions. Our sole officer and director is responsible for maintaining our financial reporting, including proper accounting records, selecting appropriate accounting principles, safeguarding assets and complying with relevant laws and regulations. His lack of experience may lead to inadequate controls and procedures resulting in errors and omissions that may go undetected and jeopardise the viability of our firm, resulting in the total loss of your investment.

If we lose the services of our President we will be left without management. Mr. Vesak has a thorough knowledge of our business and in particular aerial cinematography. Mr. Vesak is our sole officer and director and the loss of his services and knowledge of our business will likely result in the failure of our business and the total loss of your investment.

Our President has limited experience in financial accounting. Mr Vesak has no prior public company experience and he has limited experience in financial accounting. He is devoting considerable time to the preparation of Exchange Act reporting documents and his lack of experience may result in errors. There can be no assurance that errors made will not cost the company and reduce the value of your investment.

We rely on consultants and if we are unable to retain these or other similarly qualified individuals, we may not be able to carry out our business operations.We are dependent upon service providers, particularly editors, writers, and camera crews. Loss of their services would adversely affect our business and our ability to maintain our operations or develop new products and services. We have not entered into any employment or non-competition agreements with these individuals and do not plan to in the future. Our success will depend on our ability to attract and retain qualified personnel. If we cannot attract and retain the necessary individuals our operating results will suffer.

We have conducted limited market research on the viability of our service. There is no guarantee that we will be able to sell enough of our service to generate a profit and failure to become profitable will result in the failure of our business.The market for our services is limited in scope and there is no assurance that our services will generate market acceptance and result in profits. The inability to sell our services will result in the failure of our business.

We conduct our business in Canadian currency, the value of which fluctuates against the U.S. dollar. An appreciation in the Canadian dollar against the US dollar will have adverse effects on our business and result of operations. An increase in value of the Canadian dollar versus the US dollar would have a detrimental effect, as expenses incurred would, in turn, increase in US dollars. While certain fluctuation can be expected to continue there can be no assurance that the exchange rate will stabilize at current rates. We have not entered into any currency contracts to hedge against this risk.

Our success depends on our ability to develop, maintain and increase the sales of our services. The inability to establish additional distribution channels, may severely limit our growth prospects.Our business success is completely dependent on our ability to develop, maintain and expand our distribution channels. Revenues derived there from represent vital funds for our continued operations. The loss or damage of any of our business relationships and or revenues derived there from will result in the inability to market our services.

Raw Materials and Suppliers

Our services are not dependent on raw materials or suppliers.

Employees and Consultants

Other than our executive officer, Mr. AJ Vesak (President) we do not have any employees.

Research and Development

We did not incur any research and development expenditures for the fiscal years ended December 31, 2007 or 2006.

Development Activities

Information regarding the Company's development activities is included in Footnote 1 to the Financial Statements and is incorporated by reference herein.

Impact of Environmental Laws

We are not aware of any federal, state, or local environmental laws that would effect our operations.

Employees

We presently have no full-time employees. We have oral agreements with several consultants to perform film and production services when needed. Our officer, director, and consultants are currently not represented by a collective bargaining agreement.

Transfer Agent and Registrar

Our transfer agent is Interwest Transfer Co Inc. 1981 East 4800 South, Suite 100 PO Box 17136, Salt Lake City, UT 84117.

Patents, Licenses, Trademarks, Franchises, Concessions, or Royalty Agreements

We currently do not own, legally or beneficially, and are not a party to any patents, licenses, trademarks, franchises, concessions, or royalty agreements.

(c) Reports to security holders

This 10KSB is filed voluntarily and we intend to continue filing periodic reports even if our obligations are suspended under the Exchange Act as far as it is required under the Exchange Act.



The Company's corporate headquarters are located at 5190 Neil Road, Suite 430, Reno, NV 89502.



There are no material legal proceedings to which we are subject to or which are anticipated or threatened.



There were no matters submitted to a vote of the Registrant's shareholders in the fourth quarter of the Registrant's fiscal year.





(a) Market information

Our shares were listed for trading on the OTC Bulletin Board inter dealer quotation operated by the National Quotation Bureau under the symbol AMSY on December 2nd, 2005. No trades of our shares occurred during 2005. In conjunction with our share consolidation during 2006 our trading symbol was changed to AMMS. Summary trading by quarter for 2006 and 2007 are as follows:

|Calendar Quarter | High Bid[1]    | Low Bid[1]
|---------------- | -------------- | ----------
|                 |                |           
|2006             | First Quarter  | 3.00      
|                 |                |           
|                 | Second Quarter | 6.41      
|                 |                |           
|                 | Third Quarter  | 3.00      
|                 |                |           
|                 | Forth Quarter  | 1.55      
|                 |                |           
|2007             | First Quarter  | 1.55      
|                 |                |           
|                 | Second Quarter | 0.65      
|                 |                |           
|                 | Third Quarter  | 3.00      
|                 |                |           
|                 | Forth Quarter  | 0.65      
|                 |                |           

Source: Reuters

Note:[1] These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

At April 14, 2008, there were 10,000,000 common shares issued and outstanding.

(b) Holders

At March 22, 2007, there were 60 holders of record plus common shares held by brokerage clearing houses, depositories or otherwise in unregistered form.

(c) Dividends

We have not declared any cash dividends nor are any intended to be declared. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for business development for the foreseeable future.

(d) Securities authorized for issuance under equity compensation plans

|Plan category                                         | Number of securities to be issued upon exercise of outstanding options, warrants and right | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|----------------------------------------------------- | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      | (a)                                                                                        | (b)                                                                         | (c)                                                                                                                                        
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|Equity compensation plansapproved by security holders | 0                                                                                          | 0                                                                           | 0                                                                                                                                          
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|Equity compensation plansapproved by security holders | 0                                                                                          | 0                                                                           | 0                                                                                                                                          
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|                                                      |                                                                                            |                                                                             |                                                                                                                                            
|Total                                                 | 0                                                                                          | 0                                                                           | 0                                                                                                                                          
|                                                      |                                                                                            |                                                                             |                                                                                                                                            

Recent sales of Unregistered Securities and Use of Proceeds

Since inception, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

|Name and Address                                 | Date        | Shares    | Consideration
|------------------------------------------------ | ----------- | --------- | -------------
|                                                 |             |           |              
|                                                 |             |           |              
|                                                 |             |           |              
|Alexander J. VesakRosehill Wynd, Delta, BCCanada | Dec 7, 2004 | 1,000,000 | $            
|                                                 |             |           |              

We issued the foregoing restricted shares of common stock to our present officer and director, Alexander Vesak pursuant to Section 4(2) of the Securities Act of 1933. He was a sophisticated investor, was officers and directors at the time of purchase, and was in possession of all material information relating to the company. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

This use of proceeds information is being disclosed pursuant to our SB-2 registration statement file # 333-123164 and # 333-143464 declared effective on July 15, 2005 and July 7, 2007, respectively. The first offering commenced on July 16, 2005 and was terminated on October 3, 2005 with 1,000,000 shares of common stock issued and $50,000 raised.

Pursuant to the SB-2 registration statement we registered 2,000,000 shares for sale by the issuer for maximum proceeds of $100,000 of which 1,000,000 shares were sold for total proceeds of $50,000.

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 $10,787 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 $39,213. From the effective date to December 31, 2007 the issuer has used 35,018 for rent, general legal, and office expenses and $4,195 for production of DVDs for a total of $39,213 of the net offering proceeds.

The second 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.

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.

No funds from this offering had been utilized at December 31, 2007.

Penny Stock

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker"s or dealer"s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that is subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Our securities consist of common stock with a par value of $0.00001 per share. On January 27th, 2006 we affected a stock split of our common stock on a 2 for 1 basis. On September 29th, 2006 we affected a reverse split of our common stock on a 1 for 2 basis. Our authorized capital is 50,000,000 common shares of which 10,000,000 common shares are issued and outstanding as of April 14, 2008. All of our common stock, issued and unissued, is of the same class and ranks equally as to dividends, voting powers and participation in our assets on a winding-up or dissolution. No common shares have been issued subject to call or assessment. Each common share is entitled to one vote with respect to the election of directors and other matters. The shares of common stock do not have cumulative voting rights.

Therefore, the holders of a majority of shares voting for the election of directors can elect all the directors then standing for election, if they chose to do so, and in such event the holders of the remaining shares will not be able to elect any directors. Our President currently beneficially owns 10.1% of the outstanding shares of the company's common stock and is in a position to influence all matters subject to stockholder vote. See "Security Ownership of Certain Beneficial Owners and Management."

The common shares have no preemptive or conversion rights, and no provisions for redemption, purchase for cancellation, surrender of sinking fund or purchase fund.

Neither our Articles of Incorporation nor our Bylaws contain specific provisions that would delay, defer or prevent a change in control. However, approximately 40,000,000 million common stock shares are authorized but unissued as of April 14, 2008. All of such authorized but unissued shares will be available for future issuance by the Board of Directors without additional shareholder approval. These additional shares may be used for a variety of purposes, including future offerings to raise additional capital or to facilitate acquisitions. One of the effects of the existence of unissued and unreserved common stock may be to enable the Board of Directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of American Media Systems by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of management. Such additional shares also could be used to dilute the stock ownership of persons seeking to obtain control of American Media Systems.

Preferred Stock

Our articles of incorporation do not authorize any shares of preferred stock.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.



(a) Plan of operation

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. The funds contemplated in this prospectus 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.

(b) Management's Discussion and Analysis of Financial Condition and Results of Operations

During the fiscal year ending December 31, 2007, we incurred a net loss of $63,495 (2006 - loss of $75,652). The major components to expenses faced by the company during the year were consulting fees of $54,513 (2005 - $55,163), depreciation of $6,107 (2006 - $8,016), audit fees of $3,878 (2006 - $9,399), transfer agent fees of $3,161 (2006 - $3,089), bank charges, penalties, and interest of $1,460 (2006 - $262), legal fees of $852 (2006 - $1,598), and rent of $250 (2006 - $6,711). The balance of our expenses during 2007 were website maintenance of $130 (2006 - $nil), office expenses of $95 (2006 - $5,343), telephone and communication of $-572 (2006 - $5,663), advertising of $Nil (2006 - $1,225), bad debt of $Nil (2006 - $272), and gain on foreign exchange of $4,549 (2006 - loss of $400).

As of December 31, 2007 the Company has cash of $446,598 (2006 - $63,155), $3,560 in accounts payable (2006 - $4,227), $Nil in accrued liabilities (2006 - $5,314), $3,135 in sales and corporate income taxes receivable (2006 - of $4,043), $ 86,651 due to a related party (2006 - $40,747), and loan payable of $1,000 (2006 - $1,000). 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 market our services to the film and advertising industries. If we cannot succeed in generating consistent sales then our prospects for growth are substantially undermined.

No engineering, management or similar report has been prepared or provided for external use in connection with the offer of our securities to the public.

Liquidity and Capital Resources

During the 12 months ended December 31, 2007 we secured $400,000 in capital through the issuing of 8,000,000 common stock pursuant to our SB-2 registration statement which was declared effective on July 7th, 2007.

During the twelve months ended December 31, 2006 we divested our DVD production segment to focus on our aerial cinematography services.

At December 31, 2007 our current assets totalled $449,733 compared to $67,198 at the beginning of the fiscal year. Our current assets at December 31, 2007 consisted $446,598 in cash, and sales tax recoverable of $3,135. At December 31, 2006 our current assets consisted of $63,155 in cash, $2,447 in sales tax recoverable, and $1,596 in corporate taxes recoverable. Our current liabilities at December 31, 2007 were $91,211 (2006 - $51,288). Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.

We believe our existing cash balance is sufficient to carry out our normal operations for the next twelve months. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing will be available to our company or on acceptable terms.

We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.

(c) Off-blance sheet arrangements

We do not have any off-balance sheet arrangements.



Index to Financial Statements:

1. Audited consolidated financial statements for the fiscal years ending December 31, 2006 and 2005 including:

F-1 Report of Independent Registered Public Accounting Firm;

F-2 Balance Sheets;

F-3 Statements of Operations;

F-4 Statements of Cash Flows;

F-5 Statement of Stockholders' Equity; and

F-6 Notes to Financial Statements.

---







---

| | K. R. Margetson Ltd.
| | --------------------
| | Chartered Accountant



To the Stockholders of
American Media Systems Co.

We have audited the accompanying consolidated balance sheet of American Media Systems Co. (A Development Stage Company) as of December 31, 2007 and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform an audit to obtain reasonable assurance 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 audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the consolidated financial position of American Media Systems Co. and its subsidiary as at December 31, 2007 and the results of its operation and its cash flows for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the Unites States of America

The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company does not generate sufficient cash flow from operation to fund its activities and has therefore relied principally upon the issuance of securities for financing.  However, there can be no assurance it will continue to 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 its ability to continue as a going  concern.  Management's plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

|Sechelt, Canada | "K R. Margetson Ltd."
|--------------- | ---------------------
|April 14, 2008  | Chartered Accountant 

|PO BOX 45, 5588 INLET AVENUE | TELEPHONE: 604-885-2810       
|---------------------------- | ------------------------------
|SECHELT, BC V0N 3A0          | FACSIMILE:  604-885-2834      
|CANADA                       | E-MAIL:  keith@krmargetson.com
|                             |                               

---

|Chartered Accountant*
|---------------------



721-602 W. Hastings Street



Vancouver,  B.C., V6B 1P2



Tel:             604-687-3773



Fax:             604-687-3778



E-mail:   vellmer @ i-vellmer.ca



* denotes an incorporated professional



To the Stockholders of

American Media Systems Co.

We have audited the accompanying consolidated balance sheet of American Media Systems Co. as at December 31, 2006 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended December 31, 2006.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform 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 audit provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of American Media Systems Co. as at December 31, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

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 does not generate sufficient cash flow from operations to fund its activities and has therefore relied principally upon the issuance of securities for financing, however there can be no assurance it will continue to 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. Management's plans in regards to these matters are also discussed in Note 1.  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.



|Vancouver, Canada | "I Vellmer Inc."     
|----------------- | ---------------------
|March 27, 2007    | Chartered Accountants

---





|                                                                                  |                                        |                                                         |                  | December 31     | December 31
|--------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------------- | ---------------- | --------------- | -----------
|                                                                                  |                                        |                                                         |                  | 2007            | 2006       
|                                                                                  |                                        |                                                         |                  |                 |            
|                                                                                  |                                        |                                                         |                  |                 |            
|ASSETS                                                                           
|                                                                                  |                                        |                                                         |                  |                 |            
|CURRENT ASSETS                                                                    |                                        |                                                         |                 
|                                                                                  | Cash                                   |                                                         | $       446,598  | $        63,155
|                                                                                  | Account receivable                     | -                                                       | -               
|                                                                                  | Sales taxes recoverable                | 3,135                                                   | 2,447           
|                                                                                  | Corporate taxes recoverable            | -                                                       | 1,596           
|                                                                                  |                                        |                                                         |                 
|                                                                                  |                                        |                                                         |                  |                 |            
|                                                                                  |                                        |                                                         |                  | 449,733         | 67,198     
|EQUIPMENT (Note 3)                                                                | 20,906                                 | 27,013                                                 
|                                                                                  |                                        |                                                        
|                                                                                  |                                        |                                                         |                  |                 |            
|TOTAL ASSETS                                                                      |                                        | $       470,639                                         | $        94,211 
|                                                                                  |                                        |                                                         |                 
|                                                                                  |                                        |                                                         |                  |                 |            
|                                                                                  |                                        |                                                         |                  |                 |            
|LIABILITIES                                                                      
|                                                                                  |                                        |                                                         |                  |                 |            
|CURRENT LIABILITIES                                                               |                                        |                                                        
|                                                                                  | Accrued liabilities                    | $                 -                                     | $          5,314
|                                                                                  | Accounts payable                       | 3,560                                                   | 4,227           
|                                                                                  | Loan payable                           |                                                         | 1,000            | 1,000          
|                                                                                  | Advances from related parties (Note 4) | 86,651                                                  | 40,747          
|                                                                                  |                                        |                                                         |                 
|                                                                                  |                                        |                                                         |                  |                 |            
|Total Liabilities                                                                 |                                        | 91,211                                                  | 51,288          
|                                                                                  |                                        |                                                         |                 
|                                                                                  |                                        |                                                         |                  |                 |            
|                                                                                  |                                        |                                                         |                  |                 |            
|STOCKHOLDER'S EQUITY                                                             
|Common stock (Note 5)                                                             |                                        |                                                        
|                                                                                  | Authorized:                            |                                                         |                  |                
|                                                                                  |                                        | 50,000,000 shares, $0.00001 par value;                  |                  |                
|                                                                                  | Issued and outstanding:                |                                                         |                 
|                                                                                  |                                        | 10,000,000 common shares (December 31, 2006: 2,000,000) | 100              | 20             
|                                                                                  |                                        |                                                         |                  |                 |            
|ADDITIONAL PAID-IN CAPITAL                                                        | 494,300                                | 94,380                                                 
|                                                                                  |                                        |                                                         |                  |                 |            
|DONATED CAPITAL (Note 6)                                                          | 67,876                                 | 67,876                                                 
|                                                                                  |                                        |                                                         |                  |                 |            
|ACCUMULATED OTHER COMPREHENSIVE INCOME                                            | 653                                    | 653                                                    
|                                                                                  |                                        |                                                         |                  |                 |            
|(DEFICIT)                                                                         |                                        | (183,501)                                               | (120,006)       
|                                                                                  |                                        |                                                         |                 
|                                                                                  |                                        |                                                         |                  |                 |            
|TOTAL STOCKHOLDERS' EQUITY                                                        | 379,428                                | 42,923                                                 
|                                                                                  |                                        |                                                        
|                                                                                  |                                        |                                                         |                  |                 |            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        | $       470,639                        | $        94,211                                        
|                                                                                  |                                        |                                                        
|                                                                                  |                                        |                                                         |                  |                 |            
|The accompanying notes are an integral part of these consolidated balance sheets.

---





|                                                                                         |                                                       | Year ended  |                | Year ended 
|---------------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------- | -------------- | -----------
|                                                                                         |                                                       | December 31 |                | December 31
|                                                                                         |                                                       | 2007        |                | 2006       
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|REVENUE                                                                                  | $          1,830                                      |             | $       25,020
|                                                                                         |                                                       |             |                |            
|COST OF GOODS SOLD                                                                       | -                                                     |             | (8,870)       
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|GROSS PROFIT                                                                             | 1,830                                                 |             | 16,150        
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|GENERAL AND ADMINISTRATIVE EXPENSES                                                      |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|                                                                                         | Advertising                                           | -           |                | 1,225      
|                                                                                         | Audit fees                                            | 3,878       |                | 9,399      
|                                                                                         | Bad debt                                              | -           |                | 272        
|                                                                                         | Bank charges, penalties and interest                  | 1,460       |                | 262        
|                                                                                         | Consulting fees                                       | 54,513      |                | 55,163     
|                                                                                         | Depreciation                                          | 6,107       |                | 8,016      
|                                                                                         | Loss (gain) on foreign exchange                       | (4,549)     |                | 400        
|                                                                                         | Legal fees                                            | 852         |                | 1,598      
|                                                                                         | Office                                                | 95          |                | 5,343      
|                                                                                         | Rent                                                  | 250         |                | 6,711      
|                                                                                         | Telephone and communication                           | (572)       |                | 5,663      
|                                                                                         | Transfer agent fees                                   | 3,161       |                | 3,089      
|                                                                                         | Website and software maintenance                      | 130         |                | -          
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       | (65,325)    |                | (97,141)   
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|LOSS FROM OPERATIONS                                                                     | (63,495)                                              |             | (80,991)      
|                                                                                         |                                                       |             |                |            
|OTHER INCOME                                                                             |                                                       |             |               
|                                                                                         | Film production equipment sale, net                   | -           |                | 1,621      
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|(LOSS) FROM CONTINUING OPERATIONS BEFORE TAX                                             | (63,459)                                              |             | (79,370)      
|                                                                                         |                                                       |             |                |            
|CORPORATE INCOME TAX RECOVERY (EXPENSE)                                                  | -                                                     |             | 2,738         
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|(LOSS) FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS                         | (63,495)                                              |             | (76,632)      
|                                                                                         |                                                       |             |                |            
|DISCONTINUED OPERATIONS (Note 5)                                                         |                                                       |             |               
|                                                                                         | Gain (loss) from operations of discontinued Component | -           |                | 980        
|                                                                                         |                                                       |             |                |            
|                                                                                         |                                                       |             |                |            
|NET (LOSS)                                                                               | (63,495)                                              |             | (75,652)      
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|Basic and diluted net loss per share                                                     | $         (0.03)                                      |             | $       (0.04)
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|Weighted average shares outstanding                                                      | 2,679,452                                             |             | 2,000,000     
|                                                                                         |                                                       |             |               
|                                                                                         |                                                       |             |                |            
|The accompanying notes form an integral part of these consolidated financial statements.

---





|                                                                             |                                      |              |               |             |                  |             |                    |                   
|---------------------------------------------------------------------------- | ------------------------------------ | ------------ | ------------- | ----------- | ---------------- | ----------- | ------------------ | ------------------
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|                                                                             |                                      |              |               |             |                  | Accumulated |                    |                   
|                                                                             |                                      |              |               | Additional  |                  | other       |                    | Total             
|                                                                             |                                      | Common Stock | Paid-in       | Donated     | comprehensive    |             | Stockholders'     
|                                                                             |                                      |              |               |             |                  |             |                   
|                                                                             |                                      | Shares       | Amount        | Capital     | Capital          | income      | Deficit            | Equity(Deficiency)
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Balance on December 06, 2004                                                 | -                                    | $       -    | $           - | $         - | $              - | $        -  | $                -
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Issue of common stock for cash at $0.50 per share on December 6, 2004        | 1                                    | -            | 1             | -           | -                | -           | 1                 
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Cancellation of common stock                                                 | (1)                                  | -            | (1)           | 1           | -                | -           | -                 
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Issue of common stock for assets at $0.0444 per share on December 7, 2004    | 1,000,000                            | 10           | 44,390        | -           | -                | -           | 44,400            
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Donated services                                                             | -                                    | -            | -             | 675         | -                | -           | 675               
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Net (loss) for the period                                                    | -                                    | -            | -             | -           | -                | (8,714)     | (8,714)           
|                                                                             |                                      |              |               |             |                  |             |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Balance on December 31, 2004                                                 | 1,000,000                            | 10           | 44,390        | 676         | -                | (8,714)     | 36,362            
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Issue of common stock for cash at $0.50 per share on October 3, 2005         | 1,000,000                            | 10           | 49,990        | -           | -                | -           | 50,000            
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Donated services                                                             | -                                    | -            | -             | 57,600      | -                | -           | 57,600            
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Net (loss) for the year                                                      | -                                    | -            | -             | -           | -                | (35,640)    | (35,640)          
|                                                                             |                                      |              |               |             |                  |             |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Balance, December 31, 2005                                                   | 2,000,000                            | 20           | 94,380        | 58,276      | -                | (44,354)    | 108,322           
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Donated services                                                             | -                                    | -            | -             | 9,600       | -                | -           | 9,600             
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Comprehensive income                                                         |                                      |              |               |             |                  |             |                   
|                                                                             | Net (loss) for the year              | -            | -             | -           | -                | -           | (75,652)           | (75,652)          
|                                                                             | Foreign currency translation         | -            | -             | -           | -                | 653         | -                  | 653               
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Balance, December 31, 2006                                                   | 2,000,000                            | 20           | 94,380        | 67,876      | 653              | (120,006)   | $           42,923
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Issue of common stock for cash at                                            |                                      |              |               |             |                  |             |                   
|                                                                             | $0.05 per share on December 15, 2007 | 8,000,000    | 80            | 399,920     | -                | -           | -                  | 400,000           
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Net (loss) for the year                                                      | -                                    | -            | -             | -           | -                | (63,495)    | (66,698)          
|                                                                             |                                      |              |               |             |                  |             |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|Balance, December 31, 2007                                                   | 10,000,000                           | $    100     | $ 494,300     | $67,876     | $       6 53     | $(183,501)  | $     379,428     
|                                                                             |                                      |              |               |             |                  |             |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|                                                                             |                                      |              |               |             |                  |             |                    |                   
|The accompanying notes are an integral part of these consolidated statements

---





|                                                                                         |                                                                        |                                               |          | Year ended  |          | Year ended 
|---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | --------------------------------------------- | -------- | ----------- | -------- | -----------
|                                                                                         |                                                                        |                                               |          | December 31 |          | December 31
|                                                                                         |                                                                        |                                               |          | 2007        |          | 2006       
|                                                                                         |                                                                        |                                               |          |             |          |            
|                                                                                         |                                                                        |                                               |          |             |          |            
|OPERATING ACTIVITIES                                                                     |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|                                                                                         | Loss from operations                                                   | (63,495)                                      |          | (75,652)   
|                                                                                         |                                                                        |                                               |          |             |          |            
|                                                                                         | Items not requiring cash outlay                                        |                                               |          |            
|                                                                                         |                                                                        | Consulting fees                               | -        |             | 9,600   
|                                                                                         |                                                                        | Depreciation                                  | 6,107    |             | 8,016   
|                                                                                         |                                                                        | Amortization of deferred DVD production costs |          |             |         
|                                                                                         |                                                                        | Gain on sale of subsidiary                    | -        |             | (4,783) 
|                                                                                         |                                                                        |                                               |          |             |          |            
|                                                                                         | Cash provided by (used in) changes in operating assets and liabilities |                                               |          |            
|                                                                                         |                                                                        | Accounts receivable                           | -        |             | 5,189   
|                                                                                         |                                                                        | Prepaid expenses                              | -        |             | 5,894   
|                                                                                         |                                                                        | Inventory                                     |          | -           |          | 2,394      
|                                                                                         |                                                                        | Accounts payable                              | (667)    |             | (12,156)
|                                                                                         |                                                                        | Sales taxes payable                           | (688)    |             | (5,545) 
|                                                                                         |                                                                        | Accrued liabilities                           | (5,314)  |             | (4,997) 
|                                                                                         |                                                                        | Corporate income taxes payable                | 1,596    |             | (4,334) 
|                                                                                         |                                                                        | Loan payable                                  | -        |             | 1,000   
|                                                                                         |                                                                        | Advances from a related party                 | 45,904   |             | 37,055  
|                                                                                         |                                                                        |                                               |          |             |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|Net cash used in operating activities                                                    | (16,557)                                                               |                                               | (38,319)
|                                                                                         |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|FINANCING ACTIVITIES                                                                     |                                                                        |                                               |         
|                                                                                         | Issuance of common stock, net                                          | 400,000                                       |          | -          
|                                                                                         |                                                                        |                                               |          |            
|                                                                                         |                                                                        |                                               |          |             |          |            
|Net Cash provided by financing activities                                                | 400,000                                                                |                                               | -       
|                                                                                         |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|INVESTING ACTIVITIES                                                                     |                                                                        |                                               |         
|                                                                                         | Cash proceeds from sale of subsidiary                                  | -                                             |          | 13,000     
|                                                                                         |                                                                        |                                               |          |            
|                                                                                         |                                                                        |                                               |          |             |          |            
|Net Cash provided by financing activities                                                | -                                                                      |                                               | 13,000  
|                                                                                         |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|Increase in cash and cash equivalents                                                    | 383,443                                                                |                                               | (25,319)
|                                                                                         |                                                                        |                                               |          |             |          |            
|Effect of foreign currency translation on cash and cash equivalents                      | -                                                                      |                                               | 653     
|                                                                                         |                                                                        |                                               |          |             |          |            
|Cash and cash equivalent -  beginning of the period                                      | 63,155                                                                 |                                               | 87,821  
|                                                                                         |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|Cash and cash equivalent - end of  the period                                            | 446,598                                                                |                                               | 63,155  
|                                                                                         |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|Supplemental Disclosure                                                                  |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|                                                                                         | Interest expense                                                       | -                                             |          | -          
|                                                                                         | Taxes                                                                  |                                               | -        |             | (2,738) 
|                                                                                         | Foreign exchange (gain) loss                                           | (4,549)                                       |          | 400        
|                                                                                         |                                                                        |                                               |          |            
|                                                                                         |                                                                        |                                               |          |             |          |            
|SUPPLEMENTAL DISCLOSURE OF NON-CASH                                                      |                                                                        |                                               |         
|INVESTING AND FINANCING ACTIVITIES                                                       |                                                                        |                                               |         
|                                                                                         |                                                                        |                                               |          |             |          |            
|Donated services                                                                         |                                                                        | -                                             |          | 9,600      
|                                                                                         |                                                                        |                                               |          |             |          |            
|The accompanying notes form an integral part of these consolidated financial statements.

---





NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS

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

Management has determined that the Company has ceased to be a development stage company as at January 31, 2006, and accordingly, these financial statements do not include the additional information that is required to be disclosed by development stage companies. Prior to the 2006 fiscal year the Company was considered a development stage company.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year End

The Company has elected a December 31st fiscal year end. The accompanying financial statements cover the years ended December 31, 2007 and 2006.

(b) Principles of Consolidation

The consolidated financial statements of the Company include the accounts of American Media Systems Co., a Nevada incorporated company, and American Media Systems Canada, Ltd., a British Columbia incorporated company.  American Media Systems Co. owns 100% of the issued and outstanding shares of American Media Systems Canada Ltd.

(c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at December 31, 2007, only $2,281 ($nil in 2006) is in banks and protected by federal insurance.  The balance are in third party trust accounts or represent US funds in Canadian banks and are not protected by insurance.

(d) Inventory

Raw materials and supplies and work in progress are valued at the lower of cost and replacement cost, the cost being determined using the first in, first out method. Work in progress includes raw materials, labor and production overhead.

Finished goods inventories are valued at the lower of cost and net realizable value, the cost being determined using the first in, first out method.



---





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Equipment

Equipment is initially recorded at cost and amortized to operations over its estimated useful life at the following amortization rates and methods:

|Computer equipment         | 30% declining balance per annum
|-------------------------- | -------------------------------
|                           |                                
|Furniture and fixtures     | 20% declining balance per annum
|                           |                                
|Video production equipment | 20% declining balance per annum
|                           |                                

Equipment is written down to its net realizable value if it is determined that its carrying value exceeds the estimated future benefits to the Company.

(f) Revenue Recognition

The Company recognizes revenue when the following criteria have been met:

i. The Company has obtained a contract or a written request from the customer;

ii. the Company has shipped its merchandise to the customer;

iii. the Company is reasonably assured that the revenue is collectible.

(g) Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses were $nil for the year ended December 31, 2007 and $1,225 for the year ended December 31, 2006.

(h) Research and Development Costs

Research and development costs relating to both present and future products are charged to operations as incurred.

(i) Stock-Based Compensation

The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123 "Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure", an amendment to SFAS No. 123. Accordingly, compensation costs attributable to stock options or similar equity instruments granted to employees are measured at the fair value at the grant date, and expensed over the expected vesting period with a corresponding increase to additional paid-in capital. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. As at December 31, 2007 the Company has not issued any stock options or similar equity instruments.

---





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j) Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

(k) Comprehensive Income

In accordance with SFAS 130, "Reporting Comprehensive Income" ("SFAS 130"), comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. For the year ended December 31, 2007 the Company's financial statements include foreign currency translation of $nil.

(l) 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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

(m) Financial Instruments

The Company's financial instruments consist of cash, accounts payable, and advances from a related party. The carrying value of these financial instruments approximates their fair value based on their liquidity or their short-term nature.

(n) Income Taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws or rates are considered.

Due to the uncertainty regarding the Company's future profitability, the future tax benefits of its losses have been fully reserved for and no net tax benefit has been recorded in the financial statements during the period presented.

(o) Impairment of Long-Live Assets and Long-Live Assets to be Disposed of

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which superseded SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of," among other items, establishes procedures for review of recoverability, and measurement of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

---





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Impairment of Long-Live Assets and Long-Live Assets to be Disposed of (continued)

SFAS No. 144 also requires that long-lived assets to be disposed of other than by sale shall continue to be classified as held and used until disposal. Further, SFAS No. 144 specifies the criteria for classifying long-lived assets as "held for sale" and requires that long-lived assets to be disposed of by sale be reported as the lower of carrying amount or fair value less estimated selling costs. Management believes that there has not been any impairment of the Company's long-lived assets as at December 31, 2007.

(p)  Intellectual Property

Intellectual property is initially recorded at cost and amortized to operations over its estimated useful life.  It is written down to its net realizable value if it is determined that its carrying value exceeds the estimated future benefits to the Company.

q)  Shipping and Handling Costs

Shipping and handling costs are classified as cost of goods sold and charged to operations in the period that the associated revenue is recognized.

(r)  Translation

The Company's functional currency is US $.  Monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the year-end exchange rate. Revenue and expense items are translated at the average exchange rate for the year. Foreign exchange gains and losses in the year are included in operations.

(s)  Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115".  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of this statement is not expected to have a material effect on the Company's financial statements.

---





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(s) Recent Accounting Pronouncements (continued)

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.

NOTE 3 - EQUIPMENT

|                           | 2007   |              | 2006    
|-------------------------- | ------ | ------------ | --------
|                           |        |              |         
|                           |        |              |         
|                           |        | Accumulated  | Net Book
|                           | Cost   | Amortization | Value   
|                           |        |              |         
|                           | $      | $            | $       
|                           |        |              |         
|Computer equipment         | 14,658 | (9,723)      | 4,935   
|Furniture and fixtures     | 1,423  | (701)        | 722     
|Video production equipment | 30,200 | (14,951)     | 15,249  
|                           |        |              |         
|                           |        |              |         
|Total                      | 46,281 | (25,375)     | 20,906  
|                           |        |              |         

NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES

The following represents related party transactions and balances not disclosed elsewhere in the financial statements:

(i) During the year ended December 31, 2007, the Company purchased $nil (2006 - $2,231) of DVD inventory from True North Entertainment, a company wholly owned by its President.



---



NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES - (continued)

(ii) During the year ended December 31, 2007, the Company paid $45,904 (2006 - $45,428) in consulting fees to AJ Vesak Ltd, a company wholly owned by its President.

(iii) During the year ended December 31, 2006, the Company received $ nil of donated consulting services from its President (2006 $ 9,600).

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

NOTE 5 - 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 was issued.

There are no shares subject to warrants, options or other agreements as at December 31, 2006.

NOTE 6 - DONATED CAPITAL

During the 2007 fiscal year, no consulting fees (2006: $9,600) were donated by the officer and director of the Company. In 2006 these fees were recorded as donated capital.

NOTE 7 - SEGMENT INFORMATION

During the quarter ended June 30, 2006 the company sold all operations and assets associated with its Instructional DVD segment. Financial information pertaining to the Instructional DVD segment has been provide under the heading Discontinued operations.

NOTE 8 - DISCONTINUED OPERATIONS

During the quarter ended June 30, 2006 the company sold all operations and assets associated with its Instructional DVD segment. Total proceeds from the sale were $13,000 and the Company realized a gain on the sale of $273. The gain is included under the caption 'Gain (loss) from operations of discontinued Component' on the income statement.

NOTE 9 - CONCENTRATION OF RISK

The Company relies on the expertise of it's President and major shareholder, Mr. Vesak. Mr. Vesak has a thorough knowledge of television and feature film production.

The donated services were recorded at their estimated fair values.

---





NOTE 10 - INCOME TAXES

No provision for income taxes has been made for the period presented as the Company has incurred net losses.

The potential benefits of the net operating losses carried forward have not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred tax asset, the statutory tax rate, and the elected amount of the valuation allowance are as follows:

|                                                  | December 31,2007 | December 31,2006
|------------------------------------------------- | ---------------- | ----------------
|                                                  |                  |                 
|                                                  |                  |                 
|Statutory and effective tax rates                 | 15% and 34%      | 15% and 34%     
|                                                  |                  |                 
|                                                  | $                | $               
|Income taxes recovered at the effective tax rates | 18,860           | 25,482          
|                                                  |                  |                 
|Permanent timing differences - donated services   | -                | (3,456)         
|                                                  |                  |                 
|Tax losses carry forward recognized (deferred)    | (18,860)         | (24,74)         
|                                                  |                  |                 
|                                                  |                  |                 
|Corporate income tax expense (recovery)           | -                | (2,738)         
|                                                  |                  |                 

The approximate tax effects of each type of temporary difference that gives rise to deferred tax assets are as follows:

|                                 | December 31,2007 | December 31,2006
|-------------------------------- | ---------------- | ----------------
|                                 |                  |                 
|                                 | $                | $               
|Net operating loss carry forward |                  |                 
|(expiring 2024 - 2027)           | 38,921           | 20,061          
|                                 |                  |                 
|Valuation allowance              | (38,921)         | (20,061)        
|                                 |                  |                 
|                                 |                  |                 
|Net Deferred tax asset           | -                | -               
|                                 |                  |                 

---



There have not been any disagreements with the auditor on any audit or accounting issues.



We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007. Based upon that evaluation, our Director, Chief Executive and Chief Financial Officer, concluded that our disclosure controls and procedures are effective. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act are accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations 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 the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.



None





(a) Directors and executive officers

Directors are elected for a term of one year at the company's annual meeting of shareholders and until his or her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, age and position of the Company's director and executive officer is as follows:

|Name            | Age | Position                                                              
|--------------- | --- | ----------------------------------------------------------------------
|                |     |                                                                       
|                |     |                                                                       
|                |     |                                                                       
|Alexander Vesak | 50  | President, Secretary, Treasurer, Chief Executive Officer, and Director
|                |     |                                                                       
|                |     |                                                                       
|                |     |                                                                       

Term of Office

Mr. Vesak has been a director of the company since its inception on December 6, 2004 and he was elected for a term of one year.

Work Experience of officers and directors

Alexander Vesak

Mr. Vesak has been in the film and production industry for 20 years. He has won numerous awards, including nine Telly Awards. The Telly Awards honor local, regional, and cable television commercials and programs, as well as the video and film productions. His corporate sector work as Director and/or Director of Photography includes commercials for Porsche, Pepsi, Burger King, LG Digital Life, Canada Dry, Jeep, British Aerospace, Pentax Corporation USA, and Knowledge Network. Mr. Vesak has also worked extensively in educational and instructional film including a series on fly-fishing and crafting. Since 1998 he has served as President and CEO of True North Entertainment, a film, video and post-production facility located in Delta, British Columbia, Canada. At True North Mr. Vesak was responsible for the daily management of the studio as well as new business development. In December of 2004 he started American Media Systems Co. Since then he has, and will continue to devote 75% of his time to the company. Prior to his involvement with American Media Systems, he had not been involved with a public company and as such has limited experience with financial accounting and preparation of reports under the Exchange Act.

(b) Significant Employees

We have no significant employees other than our executive management team.

(c) Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

(d) Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities and Exchange Act of 1934 requires officers, directors and persons who own more than ten percent of a registered class of a company's equity securities to file initial reports of beneficial ownership and to report changes in ownership of those securities with the Securities and Exchange Commission. They are also required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of Forms 3, 4 and 5 furnished to the Company we have determined the following:

Based solely on our review of these reports or written representations from certain reporting persons, the Registrant believes that during the fiscal year ended December 31, 2007 and during the current fiscal year, all filing requirements applicable to our officers, directors, greater-than-ten-percent beneficial owners and other persons subject to Section 16(a) of the Exchange Act were met.

(e) Audit committee financial expert

The Issuer has determined that it does not have an audit committee financial expert serving on its audit committee. The Issuer has been unable to nominate an individual with the required expertise to stand for election to the Issuer's Board of Directors.

(f) Audit Committee and Charter

We have an audit committee and audit committee charter. Our audit committee is comprised of all of our directors. A copy of our audit committee charter was filed as an exhibit to the Form 10-KSB for the year ended December 31, 2005. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Code of Ethics

We have adopted a corporate code of ethics that applies to our chief executive officer and our chief financial officer. A copy of the code of ethics is filed as an exhibit to the Form 10-KSB filed for the year ending December 31, 2005. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Upon written request at our corporate executive office we will deliver to any person free of charge a copy of such code of ethics.





We do not currently have employment agreements with our executive officer, but expect to sign an employment agreement with him in the next approximately twelve (12) months. To date no officer or director has drawn any salary. and neither Mr. Vesak nor any other person will be compensated in the future for past services. Starting March 1st, 2006 we are compensating Mr. Vesak $4,800 per month. We do not currently have a stock option plan.

|                                                                       
|-----------------------------------------------------------------------
|                                                                       
|                                                                       
|                                                                       
|(a)                                                                    
|                                                                       
|Name and Principle Position                                            
|                                                                       
|                                                                       
|                                                                       
|Alexander Vesak*President, CEO & Director                              
|                                                                       
|                                                                       
|                                                                       
|* Salary was paid to AJ Vesak Ltd. A company wholly owned by Mr. Vesak.
|                                                                       

Option/SAR Grants

There were no option/SAR Grants during the 2007, or 2006 fiscal years.

Aggregate Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values

No stock options were exercised by any named executive officer during the 2007 or 2006 fiscal years and there are no stock options outstanding at December 31, 2007 or at the date of this report.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of directors.

Our Directors do not and will not receive a salary or fees for serving as a director, nor do they receive any compensation for attending meetings of the Board of Directors or serving on committees of the Board of Directors. They are not entitled to reimbursement of expenses incurred in attending meetings. There are no compensation arrangements for employment, termination of employment or change-in-control between the named Executive Officers and the company.

Indemnification

Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore unenforceable.



(a) Security ownership of certain beneficial owners and management

We are not directly or indirectly owned or controlled by a corporation or foreign government. As of April 14, 2008, we had an authorized share capital of 50,000,000 common shares with a par value of $0.00001 per share of which 10,000,000 shares are issued and outstanding.

The following table sets forth, as of April 14, 2008, the beneficial shareholdings of persons or entities holding five per cent or more of our common stock, each director individually, each named executive officer and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.

---

|(1)            | (2)                                                           | (3)                                   | (4)             
|-------------- | ------------------------------------------------------------- | ------------------------------------- | ----------------
|               |                                                               |                                       |                 
|Title of Class | Name and Address of Beneficial Owner                          | Amount and Nature of Beneficial Owner | Percent of Class
|               |                                                               |                                       |                 
|Common         | Alexander Vesak, 3500 Cornett Rd Vancouver, BC V5M 2H5 Canada | 1,012,500                             | 10.1%           
|               |                                                               |                                       |                 
|Common         | All Officers and Directors as a Group (two persons)           | 1,012,500                             | 10.1%           
|               |                                                               |                                       |                 

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

There are no limitations on future issuance of our common stock to management, promoters or their affiliates or associates. We may issue stock to these individuals for services rendered in lieu of cash payments. An issuance of stock will dilute your ownership in our company and might result in a reduction of your share value. We currently have no plans for the issuance of shares to management or promoters or their affiliates or associates for services rendered.

(c) Changes in Control of the Registrant

To the knowledge of management there are no present arrangements or pledges of our securities that may result in a change of control of our Company.

See Item 12 - Certain Relationships and Related Transactions



Transactions with Related Parties

Our directors and officers nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of our outstanding shares, has any material interest, direct or indirect, in any transaction exceeding $60,000 during the last two years or in any proposed transaction which, in either case, has or will materially affect us, or any subsidiaries.

Transactions with Promoter

In addition to his position in our management, Mr. Vesak is also our only promoter.



|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                                                                                                                                                                                   
|     |                                                                                                                                                                                                
|31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-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.



Audit Fees

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-QSB and the audit of our annual financial statements for the year ending December 31, 2007 and 2006 were $3,878 and approximately $9,399, respectively.

Audit-Related Fees

Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees

The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the period ended December 31, 2007 and fiscal year ending December 31, 2006.

All Other Fees

The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal year ended December 31, 2007 was $0.



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



|Date: | April 14, 2008 | By: | AJ VESAK                                                                                                
|----- | -------------- | --- | --------------------------------------------------------------------------------------------------------
|      |                |     |                                                                                                         
|      |                |     | AJ Vesak,Director and Chief Executive Officer, Chief Financial Officer and principal accounting officer.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Date: | April 14, 2008 | By: | AJ VESAK                                                                                                
|----- | -------------- | --- | --------------------------------------------------------------------------------------------------------
|      |                |     |                                                                                                         
|      |                |     | AJ Vesak,Director and Chief Executive Officer, Chief Financial Officer and principal accounting officer.

---