UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-KSB

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

                    For the fiscal year ended December 31, 2003


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

              For the transition period from                  to

                       Commission file number 000-52872


                               Air Media Now!, Inc.
                ---------------------------------------------------
                  (Name of small business issuer in its character)

                Florida                                 65-1096613
   ----------------------------------        ---------------------------------
     (State or other jurisdiction           (I.R.S Employer Identification No.)
     of incorporation or organization)

     1016 Clemmons St.  Suite 302
            Jupiter, FL                                    33477
   ----------------------------------        --------------------------------
(Address of principle executive offices)                (Zip Code)

Issuer's telephone number, including area code: (561) 745-6789


Securities registered under Section 12 (b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered


Securities registered under Section 12 (g) of the Exchange Act:

        Common Stock, par value $.001 per share    CUSIP NUMBER: 00912Q 10 9

                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
or of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ ] Yes [X] No







Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Registrant's revenues for its most recent fiscal year:      $0.

Aggregate market value of Registrant's voting and non-voting common equity held
by non-affiliates:     Currently no trading market

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. [As of December 31, 2003 the
issuer had had 92,465,241 shares of common stock, $.001 Par Value, outstanding,
9,000,000 shares of Series A convertible preferred stock, $.001 Par Value,
outstanding, and 1,227,462 shares of Series B convertible preferred stock,
$.001 Par Value, outstanding.]

Transitional Small Business Disclosure Format (Check one): Yes    ; No X






































Air Media Now!, Inc.           Form 10-KSB                  December 31, 2003
(A Development Stage Company)

INDEX
                                                                    PAGE NO.
                                    PART I

ITEM 1    DESCRIPTION OF BUSINESS.........................................4

ITEM 2    DESCRIPTION OF PROPERTY.........................................5

ITEM 3    LEGAL PROCEEDINGS...............................................5

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............5

                                    PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........5

ITEM 6    MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS.5

ITEM 7    FINANCIAL STATEMENTS AND NOTES TO FINANCIALS....................F-1

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...................F-13

ITEM 8A   CONTROLS AND PROCEDURES.........................................F-13

                                   PART III

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS...............26

ITEM 10   EXECUTIVE COMPENSATION..........................................23

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..23

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................24

ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K................................25

ITEM 14   PRINCIPLE ACCOUNTANT FEES AND SERVICES..........................25

SIGNATURES AND CERTIFICATIONS.............................................26















Air Media Now!, INC.
(A Development Stage Company)
GENERAL NOTE

Except where otherwise stated, references in this document to "us," "we," or
"the Company" refer to Air Media Now!, Inc.(" Air Media Now!, Inc."). This Form
10-KSB contains forward-looking statements within the meaning of the "safe
harbor" provisions under Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. We use
forward-looking statements in our description of our plans and objectives for
the future operations and assumptions underlying these plans and objectives, as
well as in our expectations, assumptions, estimates and projections about our
business and industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of certain factors
as more fully described in this Report.

Forward-looking terminology includes the words "may," "expects," "believes,"
anticipates," "intends," "projects," or similar terms, variation of such terms
or the negative of such terms. These forward-looking statements are used upon
our current expectations and are subject to factors and uncertainties which
could cause actual results to differ materially from those described in such
forward-looking statements. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained in this Report to reflect any change in our expectations or any
changes in events, conditions or circumstances on which any forward-looking
statement is based.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

On August 10, 1997 the Company was formed as August Project II Corp, and on
June 13, 2000, the Company name was changed to Traffic Engine.com Inc. On
January 2, 2001 Traffic Engine.com executed an agreement for the exchange of
Common Share with Traffic Engine Inc., which became a wholly owned subsidiary
of the parent. On March 29, 2001 "The Company" merged with Syndeos Corporation
(f.k.a. Premier Plus Inc. a Florida Corporation). The Company changed its name
to reflect majority ownership by the principles to Syndeos Group. Prior to its
merger to become Syndeos Group, the Company was created to be a technology
holding company with the purpose of identifying and acquiring emerging
technology. The Company changed its name again to Air Media Now!, Inc on April
1, 2002 and owns two wholly owned subsidiaries Nortex Associates Inc and
Syndeos Corporation.

Air Media Now!, Inc. was a Cellular to Wireless Broad Band Channel Master.  Air
Media Now!, Inc. created and delivered the leading Wireless Collaborative
Platform that enabled Cellular subscribers and organizations to effectively
connect, synchronize data, optimize business processes and manage ongoing
relationships with broadband wireless access while providing real-time
intelligence on critical business information. The Company was uniquely
positioned to bridge two converging marketplaces: Cellular and Internet
Infrastructure/Enterprises. The Company did this through its exclusive license



                                     4
Air Media Now!, INC.
(A Development Stage Company)

DESCRIPTION OF BUSINESS (continued)

to resell globally patented device and software solutions. Air Media Now!, Inc.
provided the ability to:

         1. Physically track between slow cellular connection and broadband
            internet connection
         2. Creates a new distribution channel
         3. Exploit that channel by providing proprietary technology to
            Optimize the user experience through delivery of video
            conferencing, movies and music.

Air Media Now!, Inc. provided a complete line of wireless devices, content and
web services that use patented automatic switching technology (ASNAPT) to
seamlessly handoff between existing cellular networks and emerging Wireless
Local Area Networks (WI-FIT) around the world.  Its real-time Wireless
Collaborative Area Network (WCANT) Computing Solutions synchronized existing
legacy and emerging internet based applications to the wireless device in order
to provide security, improve delivery and reduce costs.

As a distributor and global leader of broadband wireless web services
technology, its exclusive license to resell Calypso Wireless ASNAPT technology
solved problems inherent to seamless hand offs between cellular and wireless
networks.  Its security and synchronization technology did enable users to
extend their business enterprise and/or home environment to mobile devices.
The Company believed that its end to end solution enables the acceleration of
the deployment of high bandwidth mobile handsets, PDA's, Portable Personal
Computers, notebooks and new emerging wireless form factors. The Company was to
sell their service throughout the United States and in foreign countries.

Syndeos Group, Inc. provided the marketplace's first Real Time Computing
Solutions focused on synchronizing existing legacy and emerging internet based
applications in order to increase efficiencies and reduce costs. Syndeos
developed tools that enabled its customers to rapidly build solutions to
integrate legacy data with internet solutions, synchronize application
components that collaborate and business optimization software that accelerate
decision-making. Syndeos technology enabled industry to derive increased
business value by providing a distributed "boundary less" and real time
Collaborative Area Network(tm) (CAN) converging data with multi directional
synchronization technology. The result is increase storage, optimization of
memory, faster download times and data collaboration!

Nortex Inc. was an exclusive distributor of Calypso Wireless ASNAP(tm) broadband
wireless technology and a national wireless and internet broadband reseller
operating for five years in the telecommunications industry. Together both
companies solved problems inherent to seamless hand offs between cellular and
wireless networks. Nortex enabled the acceleration of the deployment of high
bandwidth mobile handsets, PDA's, Portable Personal Computers, notebooks and
new emerging wireless form factors. Nortex also managed the quality of service
from providers with non-intrusive voice over IP and billing solutions.



                                     5
Air Media Now!, INC.
(A Development Stage Company)

DESCRIPTION OF BUSINESS (continued)

Due to the fact that Nortex Associates never provided Hackney & Miller, PA or
Syndeos Group, Inc. with the signed licensing agreement as required for the
merger, the Nortex Inc. and Syndeos Group, Inc. merger as well as the Nortex
and Physicians Direct Sales merger were not filed with the state on or by the
agreed upon date of April 15, 2002. Whereas there was a mutual termination
agreement and release dated as of June 21, 2002. The termination was entered
into by and among Syndeos group Inc. (a.k.a. Air Media Now!, Inc.), a Florida
corporation ("Parent'), Traffic Engine Holdings, a Florida Corporation and a
wholly owned Subsidiary of Parent ("Merger Sub"), and Nortex Associates Inc., a
Panamanian Corporation ("Company"). Parent, Merger Sub and Company are
collectively referred to herein as the "Parties" and each individually as a
"Party." Unless defined herein, capitalized terms have the meaning given them.
Whereas, the Parties entered into an Agreement and Plan of Merger and
Reorganizations dated as of April 1, 2002 (the "Plan and Merger Agreement")
pursuant to which, subject to the terms and conditions stated therein, Merger
Sub was to merge with and into Company and Company was to continue as the
surviving corporation and a wholly-owned subsidiary or Parent. Whereas, Page
20, ARTICLE VI under paragraph 1. "Termination" of Plan and Merger Agreement
Provides that the Merger Agreement may be terminated at any time prior to the
Effective Date by mutual written consent duly authorized by the Board of
Directors of both Parent and Company; and where as, the Board of Directors of
each of Parent and Company have determined to terminated the Merger Agreement
and each of the Ancillary Agreements, and release each other from all duties,
rights, claims, obligations, and liabilities arising from, in connection with,
or relating to , the Merger Agreement and the Ancillary Agreements.

On October 18, 2001, Syndeos Corporation (prior to the merger with Air Media
Now!, Inc., see Note C) issued 1,250,000 shares of its common stock to Global
Hosting Centers, Inc. and assumed a $550,000 note payable for acquisition of
a hosting center. The acquisition agreement valued the hosting center at $5
million. A subsequent independent appraisal valued the hosting center at
approximately $2.5 million. The Company recorded the value of the hosting
center on its books at $2.5 million

On May 1, 2002 Air Media Now!, Inc. and Syndeos Corporation entered into
Settlement Agreement with JTM, LLC, The Marana Group, Inc., Harry Timmons, and
Michael E. Lewis, collectively referred to as the "TMG Parties."  The agreement
called for the cancellation of the promissory note in the original amount of
$550,000 made by Syndeos Corporation to the TMG parites, and for Syndeos
Corporation to transfer to TMG parties all of the issued and outstanding shares
of Global Hosting Centers, Inc. Air Media Now!, Inc. have deliver checks
totaling approximately $15,000 to TMG Parties at the date of closing. In
addition, Air Media Now!, Inc. have issue three non-interest bearing notes
totaling approximately $42,500. The note matured in July, August and November
2002. The shares of stock received by TMG Parties in the original merger on
October 18, 2001 were unaffected by this agreement. The Cash paid to Global at
the closing, the various notes issued to Global at the closing and the
retention of the 1,250,000 shares of Air Media Now!, Inc.'s series A
convertible Preferred Stock by Global is the consideration for various services
performed by Global for Air Media during their business relationship. The
hosting center equipment acquired by the company in the merger will revert back
                                     6
Air Media Now!, INC.
(A Development Stage Company)

DESCRIPTION OF BUSINESS (continued)

to Global Hosting Center, Inc. The settlement creates and approximate $1.8
million book Loss for Air Media Now!, Inc.

On June 20 Mr. Barney A. Richmond acquired just over 39 millions shares of Air
Media Now!, Inc. ("The Corporation"), becoming its majority shareholder.

On June 28, 2002 the Board of Directors for Air Media Now!, Inc.
("Corporation"), met in accordance with Florida Statutes, 607.0821 and
607.0842(2), at which all members of the Board of Directors were present. The
Board of Directors voted to, effective immediately;

      1). Removed all officers of the Corporations with the following officers
          of the Corporation, Barney A. Richmond (Chief Executive Officer) and
          Harry Timmons (President) elected to serve until the next annual
          meeting of the Board of Directors and until their successors are
          elected and qualified or until their resignation or removal pursuant
          to the bylaws of the Corporation.

      2). The officers are hereby directed to take such actions as are
          necessary to secure marshal and inventory all of the assets of the
          Corporation, including, without limitations, assets on deposit in
          trust accounts and with nominees, and to direct and accounting of
          the business of the Corporations from January 1, 2002.

      3). The officers are hereby directed to take such actions as are
          necessary to remove the former officers and directors as signatories
          of the bank accounts and securities accounts of the Corporation,
          including, but not limited to , the accounts maintained at Bank of
          America.

On July 1, 2002 Barney A. Richmond delivered a letter to Carol A. Plowman,
Esq., of Hackney & Miller, P.A., informing Mrs. Plowman of the Corporations
decision to release Mrs. Plowman of her services as counsel of Air Media Now!
Inc., and additionally instructed Mrs. Plowman to have not further contact with
Air Media Now!, Inc., employees, officers, directors and/or shareholders of
this corporation.

During the last quarter of 2002 the Management of the Company made a decision
to cease operations of the Company.  This was due to the fact that new current
management had no experience in the Wireless Telecom industry.   The Company
now is seeking acquisition of a Company which management has prior experience
in.  Currently, there are several acquisition opportunities that Management is
evaluating.

ITEM 2.  DESCRIPTION OF PROPERTY

(AMNW) The Company does not own any real property as of December 31, 2004.
Property has been eliminated per management's decisions to pursue other
business avenues. The Company is located at 1016 Clemmons St. Suite 302,
Jupiter, Florida 34477.

                                     7
Air Media Now!, INC.
(A Development Stage Company)

ITEM 3.  LEGAL PROCEEDINGS

ON July 2, 2002 a lawsuit was filed, case number CA'02-8258AG, against Nortex
Associates, Inc., Calypso Wireless, Inc. Carlos Hermosa-Mendoza, Robert Leon,
Marana Group, Harry Timmons, Laure Tripp and Barney Richmond. The suit was
filed by Carol A. Plowman against Air Media Now!, Inc. and was dismissed after
the hearing.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 8, 2002 the Board of Directors authorized a one for five (5:1) reverse
split of common stock to shareholders' of record on April 9, 2002 and to be
effective April 10, 2002, The effects of the reverse split have been made
retroactive throughout the financial statements at December 31, 2001. The
convertible preferred shares were not affected and are still convertible to one
share of common share for each convertible preferred share.

On June 28, 2002 the Board of Directors for Air Media Now!, Inc.
("Corporation"), met in accordance with Florida Statutes, 607.0821 and
607.0842(2), at which all members of the Board of Directors were present. The
Board of Directors voted to, effective immediately;

      1). Removed all officers of the Corporations with the following officers
          of the Corporation, Barney A. Richmond (Chief Executive Officer) and
          Harry Timmons (President) elected to serve until the next annual
          meeting of the Board of Directors and until their successors are
          elected and qualified or until their resignation or removal pursuant
          to the bylaws of the Corporation.

      2). The officers are hereby directed to take such actions as are
          necessary to secure marshal and inventory all of the assets of the
          Corporation, including, without limitations, assets on deposit in
          trust accounts and with nominees, and to direct and accounting of
          the business of the Corporations from January 1, 2002.

      3). The officers are hereby directed to take such actions as are
          necessary to remove the former officers and directors as signatories
          of the bank accounts and securities accounts of the Corporation,
          including, but not limited to , the accounts maintained at Bank of
          America.


On February 28, 2005 a special meeting of the shareholders of the Company was
held.  A motion was passed to elect Barney Richmond as Chief Executive Officer,
President, Secretary and Director and to elect Richard Turner as Treasurer and
Director.







                                     8
Air Media Now!, INC.
(A Development Stage Company)

                              PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market for Common Equity
The Company's common stock is traded on the Over the Counter Pink Sheets, under
the symbol "AMNW". The CUSIP number is 00912Q 10 9. The following is a table of
the high and low bid prices of the Company's stock for each of the four
quarters of the fiscal year ended December 31, 2003:

            Quarter Ended      High         Low
             12/31/2003        $0.119      $0.069
              9/30/2003         0.110       0.065
              6/30/2003         0.299       0.109
              3/31/2003         0.660       0.259

These quotations reflect interdealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

(b) Security Holders
The Company has approximately 400 shareholders of record.

(c) Dividends
There have been no cash dividends declared or paid since the inception of the
Company, and no cash dividends are contemplated to be paid in the foreseeable
future. The Company may consider a potential dividend in the future in either
common stock or the stock of future operating subsidiaries.

The Company does not have any shares subject to options, or any other
securities convertible into shares of the Company's common stock.
The Company was authorized to issue 25 million shares of Series A Convertible
Preferred Stock and 15 million shares of Series B Convertible Preferred Stock.
Each share of convertible preferred stock entitles the holder to one vote at
meetings of shareholders and such vote is equal to the voting rights as the
class of common stock shall be entitled.
The holders of preferred stock may convert into fully paid and nonassessable
shares of common stock of the company on a one for one basis after January 1,
2003. In the event of a reverse split of common stock, such action shall have
no effect upon the conversion ratio of the preferred stock; the ratio will
always be one to one.

In the event of a common stock split, such action shall have no effect on the
conversion ratio of the Series A or Series B Preferred Stock.   The conversation
ratio of the Series A and Series B convertible preferred stock shall remain the
same, one share for one share.






9
Air Media Now!, INC.
(A Development Stage Company)

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (continued)

The authorized and outstanding shares of the convertible preferred stock were
not affected by the subsequent reverse split of common stock.

In December 2001, management issued 250,345 shares of Series B Convertible
Preferred stock as promotion and as a gesture of friendly relations with
certain potential investors. It is management's intent to raise working capital
in the future through solicitation with these and other investors. Management
placed an estimated current and future value relating to the promotion of the
Company on the issuance of these shares at $100,000. Two hundred and fifty
thousand, three hundred and forth-five shares (250,345) of Series B Convertible
Preferred shares are outstanding at December 31, 2001.

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS

On June 28, 2002 the Board of Directors for Air Media Now!, Inc.
("Corporation"), met in accordance with Florida Statutes, 607.0821 and
607.0842(2), at which all members of the Board of Directors were present. The
Board of Directors voted to, effective immediately;

      1). Removed all officers of the Corporations with the following officers
          of the Corporation, Barney A. Richmond (Chief Executive Officer) and
          Harry Timmons (President) elected to serve until the next annual
          meeting of the Board of Directors and until their successors are
          elected and qualified or until their resignation or removal pursuant
          to the bylaws of the Corporation.

      2). The officers are hereby directed to take such actions as are
          necessary to secure marshal and inventory all of the assets of the
          Corporation, including, without limitations, assets on deposit in
          trust accounts and with nominees, and to direct and accounting of
          the business of the Corporations from January 1, 2002.

      3). The officers are hereby directed to take such actions as are
          necessary to remove the former officers and directors as signatories
          of the bank accounts and securities accounts of the Corporation,
          including, but not limited to , the accounts maintained at Bank of
          America.

On July 1, 2002 Barney A. Richmond delivered a letter to Carol A. Plowman,
Esq., of Hackney & Miller, P.A., informing Mrs. Plowman of the Corporations
decision to release Mrs. Plowman of her services as counsel of Air Media Now!
Inc., and additionally instructed Mrs. Plowman to have not further contact with
Air Media Now!, Inc., employees, officers, directors and/or shareholders of
this corporation.

During the last quarter of 2002 the Management of the Company made a decision
to cease operations of the Company.  This was due to the fact that new current
management had no experience in the Wireless Telecom industry.   The Company
now is seeking acquisition of a Company which management has prior experience
in.  Currently, there are several acquisition opportunities that Management is
evaluating.
                                   10
Air Media Now!, INC.
(A Development Stage Company)

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS
(continued)

The success of the Company's proposed plan of operation depended primarily on
the success of the acquired company's business operations and the realization
of the business' perceived potential. The funding of this proposed plan
required significant capital. There can be no assurance that the Company will
be successful or profitable if the Company is unable to raise the funds to
provide this capital, or to otherwise locate the required capital for the
operations of the business. If, for any reason, the Company does not meet the
qualifications for listing on a major stock exchange, the Company's securities
may be traded in the over-the-counter ("OTC") market. The OTC market differs
from national and regional stock exchanges in that it (1) is not sited in a
single location but operates through communication of bids; offers and
confirmations between broker-dealers and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than the "specialist" common
to stock exchanges.

COMPARISON OF RESULTS OF OPERATIONS:

Year Ended December 31, 2002 vs. Year Ended December 31, 2003.

Revenue for the year ended December 31, 2003 was $0 compared to $0 of revenue
recorded for the year ended December 31, 2002.  Cost of sales which includes
depreciation expense $0, for the year ended December 31, 2003 and $0, for the
year ended May 31, 2002.

Total operating expenses for the year ended December 31, 2003 was $88,947
compared to $855,489 for the year ended December 31, 2002 was due to the fact
that administrative operations were discontinued during 2003.

The operations for the year ended December 31, 2003 resulted in a net loss of
$(88,947) versus a net loss of $(2,532,226) recorded in the year ended December
31, 2002.  Net loss during 2002 included a loss on sale of assets of
$(1,651,929) due to assets being written off as the operations at the data
center were discontinued.

The Company does not have any off-balance sheet arrangements.

RISK FACTORS:
THIS FORM CONTAINS CERTAIN "FORWARD -LOOKING STATEMENTS' WHICH REPRESENT THE
COMPANY'S OBJECTIVES, EXPECTATIONS OR BELIEFS, INCLUDING, BUT NOT LIMITED TO,
STATEMENTS CONCERNING INDUSTRY PERFORMANCE, OPERATIONS, ECONOMIC PREFORMANCE,
FINANCIAL CONDITIONS, AND GROWTH STRATEGIES. FOR THIS PURPOSE, ANY STATEMENTS
CONTAINED IN THE FORM THAT ARE NOT STATEMNTS OF HISTORICAL FACT MAY BE DEEMED
TO FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS
"MAY," "WILL," "EXPECT," "BELIEVE," "ANTICIPATE," "INTENED," " ESTIMATE," OR
THE NEGATIVE OR OTHER VARITATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENED
TO IDENTIFY FORWAR-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RICKS AN UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND OUR CONTROL,
AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A CARIETY OF IMPORTANT
FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THIS "RISK FACTORS" SECTION AND
ELSEWHERE IN THE FORM.
                                      11
Air Media Now!, INC.
(A Development Stage Company)

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS
(continued)

The Company's business is subject to numerous risk factors, including the
following:

NO OPERATING REVENUES. The Company has had no recent revenues or earnings from
operations. The Company will sustain operating expenses without corresponding
revenues. This will result in the Company incurring net operating losses until
the Company can realize profits from the business ventures it intends to
acquire.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend primarily on the success of
the Company's business operations. While the Company intends to try to run
these operations profitably there can be no assurance that the Company will be
successful or profitable.

SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. Realization
of the business' perceived potential will require significant capital. If the
Company is not able to raise the funds to provide this capital, or to otherwise
locate the required capital for the business, the company may never attain
profitability.

LIMITED TIME COMMITMENT OF MANAGEMENT. While developing the Company's business
plan, seeking business opportunities, and providing managerial resources,
management will not be devoting its full time and efforts to the Company and
will depend on other operational personnel. The Company's directors and
officers have not entered into written employment agreements with the Company
and they are not expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officers and directors.
Notwithstanding the limited time commitment of management, loss of the services
of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from
time to time between the Company and its officers and directors. They have
other business interests to which they devote their attention, and they will
continue to do so. As a result, conflicts of interest may arise that can be
resolved only through exercise of such judgment as is consistent with the
fiduciary duties of management to the Company.

LACK OF OPERATING HISTORY; DEPENDANCE UPON MANAGEMENT. The Company has been
formed for the purpose of developing and distributing real time computing
solutions through the assembly of business process components. While the
Company's management collectively has many years of business experience it does
not insure that they will be successful in this business model. Furthermore,
the Company, itself has no operating history. The Company is dependent of
management for the implementation of the business model and skills of the
Company's officers and directors. The loss of any of the Company's officers and
directors may have a material adverse effect on the operations of the Company.
The Company does not anticipate purchasing key man life insurance on any of its
officers or directors.
                                     12
Air Media Now!, INC.
(A Development Stage Company)

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS
(continued)

INDEMNIFICATION OF MANAGEMENT. Under most conditions, the Company's officers
and directors may not be held liable to the Company or its share holder for
errors in judgment or other acts of omissions in the conduct of the Company's
business not amounting to fraud, gross negligence or malfeasance because
provision have been made in the Company's Articles of Incorporation holding
them harmless and providing to them indemnifications against liabilities or
losses that arise from such acts or omissions. To the extent that such
indemnifications provisions are invoked, the assets of the Company could be
reduced.









































                                      13
AIR MEDIA NOW!, INC.
(A Development Stage Company)

ITEM 7 FINANCIAL STATEMENTS AND NOTES TO FINANCIALS
The page numbers for the financial statement categories are as follows:


INDEX - PART F/S

ITEM 1    FINANCIAL STATEMENTS

          Report of Independent Registered Public Accounting Firm......F-2

          Balance Sheets
           December 31, 2003 and 2002..................................F-3

          Statements of Operations
           Twelve Months Ended December 31, 2003 and 2002..............F-4

          Statement of Changes in Shareholders' Equity
           From December 31, 2001, through December 31, 2003...........F-6

          Statements of Cash Flows
           Twelve Months Ended December 31, 2003 and 2002..............F-7

          Notes to Financial Statements................................F-8





























                                    F-1

                    Wieseneck, Andres & Company, P.A.
                      Certified Public Accountants
                      772 U.S. Highway 1, Suite 100
                     North Palm Beach, Florida 33408
                             (561) 626-0400


Thomas B. Andres, C.P.A.*, C.V.A.                 FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
AIR MEDIA NOW!, INC. (formerly Syndeos Group, Inc.)
Jupiter, Florida

We have audited the accompanying consolidated balance sheet of Air Media Now!,
Inc. (formerly Syndeos Group, Inc.), as of December 31, 2003, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for the year ended December 31, 2003.  The financial statements of
Air Media Now!, Inc. as of December 31, 2002 were audited by other auditors
whose report dated June 15, 2007, expressed an unqualifiied opinion on those
statements.  These financial statements are the responsibility of the company's
management.  Our responsibility is to express an opinion on the 2003 financial
statements based on our audit.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the 2003 financial statements referred to above present fairly,
in all material respects, the financial position of Air Media Now!, Inc. as of
December 31, 2003 and the results of its operations and cash flows for the
years ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note F to the
financial statements, the Company's current liabilities exceed current assets
by approximately $270,000 and the Company has incurred net operating losses
since inception.  These conditions raise substantial doubt about its ability to
continue as a going concern.  Management's plans regarding those matters are
also described in Note F.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/Wieseneck, Andres & Company, P.A.

North Palm Beach, Florida
October 23, 2007
                                      F-2
Air Media Now!, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 2003
                                                     2003             2002

Assets                                           ------------     ------------
      Assets                                     $        -       $        -
                                                 ------------     ------------
            Total Assets                                  -                -
                                                 ============     ============

Liabilities & Stockholders' Equity
      Current Liabilities
            Accounts Payable                          39,961           39,961
            Notes payable                            230,567          141,620
                                                 ------------     ------------

                  Total Liabilities                  270,528          181,581
                                                 ------------     ------------

      Stockholders' Equity
        Common Stock, $.001 par value                 92,465           92,465
         300,000,000 shares authorized
         92,465,241 shares outstanding.
        Paid in Capital                              172,276          172,276
        Convertible Preferred Stock, $.001 par
          Series A - 25,000,000 shares of              9,000            9,000
           Voting convertible shares authorized
           9,000,000 shares outstanding.
          Paid in Capital - Series A              21,977,000       21,977,000
          Series B - 15,000,000 shares of              1,227            1,227
           voting convertible shares authorized
           1,227,462 shares outstanding.
          Paid in Capital - Series B                 977,118          977,118
        Accumulated deficit                      (23,499,614)     (23,410,667)
                                                 ------------     ------------

      Total Stockholders' Deficit                   (270,528)        (181,581)
                                                 ------------     ------------
Total Liabilities & Stockholders' Equity         $         -      $        -
                                                 ============     ============











The accompanying notes are an integral part of these financial statements.


                                     F-3
Air Media Now!, Inc.
(A Development Stage Company)
Statement of Operations
For the Years Ended
December 31, 2003 and 2002
                                                     2003             2002
Income                                           ------------     ------------
      Commissions                                $        -       $    22,313
      Sales(net of returns)                               -            19,853
                                                 ------------     ------------

            Total Income                                  -            42,166
                                                 ============     ============
Cost of Goods
      Commission Expense                                                2,520
      Purchases                                           -            32,390
                                                 ------------     ------------

            Total COGS                                    -            34,910
                                                 ============     ============

Gross profit                                              -             7,256
                                                 ============     ============

Expenses
      Bad Debt                                            -            22,421
      Auto Expense                                        -            10,516
      Internet Costs                                      -                 -
      Bank Service Charges                                -               831
      Consulting                                          -           324,875
      Contributions                                       -             2,000
      General & Administrative                        87,560           10,460
      Depreciation                                        -            62,498
      Dues & Subscriptions                                -             2,158
      Insurance                                           -            12,997
      Interest                                         1,387                -
      Lease Expense                                       -             6,236
      Licenses and Fees                                   -               300
      Office Equip. & Supp.                               -            14,878
      Postage & Delivery                                  -             1,077
      Professional Fees                                   -            95,821
      Rent                                                -            20,569
      Repairs                                             -               171
      Salaries                                            -           132,986
      Software Development                                -            21,000
      Taxes                                               -               409
      Telephone & Fax                                     -            12,833
      Travel & Entertainment                              -           100,189
      Utilities                                           -               264
                                                 ------------     ------------

             Total Operating Expenses                 88,947          855,489
                                                 ============     ============

The accompanying notes are an integral part of these financial statements.

                                   F-4
Air Media Now!, Inc.
(A Development Stage Company)
Statement of Operations (Continued)
For the Years Ended
December 31, 2003 and 2002

                                                     2003             2002
                                                 ------------     ------------
Other Expenses/(Income)
      Loss on sale of assets                              -         1,651,929
      Interest Expense                                    -            34,215
      Interest Income                                     -            (2,151)
                                                 ------------     ------------

            Total Other Exp/(Income)                      -         1,683,993
                                                 ============     ============

Net Loss                                         $   (88,947)     $(2,532,226)
                                                 ============     ============

Basic and Diluted Loss Per Voting Share          $     (0.00)     $     (0.02)
                                                 ============     ============

Wt. Avg. of Voting Shares Outstanding            102,693,000      102,693,000
                                                 ============     ============




























The accompanying notes are an integral part of these financial statements.


                                   F-5
Air Media Now!, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From December 31, 2001 through December 31, 2003


           Common Stock            Convertible
            -----------            Preferred
          Number   Par  Additional Stock, A&B               Total      Stock-
            Of     Value  Paid In  Par Value Comprehn'v   Accumlt'd   holders'
          Shares   $0.001 Capital   $0.001      Loss       Deficit     Equity
       ----------- ------ -------- ----------- --------- ----------- ----------
Balance
Dec. 31
2001    1,844,400 $1,844 $157,156 $22,100,000 $(54,000)$(20,878,441)$1,326,559

Issuance
of Shares
of common &
preferred
stock  90,620,841 90,621   15,120     864,345       -            -     970,086

Adjustment to
Prior Years
Unrealized
Holding
Loss            -      -        -          -     54,000          -      54,000

Net loss        -      -        -          -         -   (2,532,226)(2,532,226)
       ----------- ------ -------- ----------- --------- ----------- ----------
Balance,
Dec. 31
2002   92,465,241 92,465  172,276  22,964,345        -  (23,410,667)  (181,581)

Net Loss       -       -        -          -         -      (88,947)   (88,947)
       ----------- ------ -------- ----------- --------- ----------- ----------
Balance
Dec. 31
2003  92,465,241 $92,465 $172,276 $22,964,345   $    - $(23,499,614) $(270,528)
      =========== ====== ======== =========== ========= =========== ==========













The accompanying notes are an integral part of these financial statements.

                                F-6

Air Media Now!, Inc.
(A Development Stage Company)
Statement of Cash Flows
December 31, 2003

                                                     2003             2002
                                                 ------------     ------------
Cash Flow From Operating Activities
      Net loss                                   $   (88,947)     (22,877,746)
      Adjustments to reconcile net loss to
      cash used in operating activities
         Loan Receivable                                  -            19,500
         Marketable Securities                            -            66,000
         Accounts Payable                                 -            14,961
         Accrued Expenses                                 -          (274,738)
         Long Term Debt                                   -          (750,766)
         Note Payable                                 88,947          105,941
                                                 ------------     ------------
            Net cash used in
            operating activities                          -       (23,696,848)
                                                 ============     ============

Cash Flow From Investing Activities
       Depreciation                                       -           (58,209)
       Computer Hardware                                  -            32,233
       Global Hosting Center                              -         2,500,000
       Intellectual Property                              -        20,345,521
                                                 ------------     ------------
            Net cash from (used)
            in investing activities	                      -        22,819,545
                                                 ============     ============

Cash Flow From Financing Activities
      Long Term Debt                                      -          (149,808)
      Common Stock                                        -            90,621
      Additional Paid in Capital                          -            15,120
      Comprehensive Loss                                  -            54,000
      Series A Preferred Stock                            -           (14,000)
      Series B Preferred Stock                            -               977
      Series B Paid in Capital                            -           877,368
                                                 ------------     ------------
            Net cash provided by
            financing activities                          -           874,278
                                                 ============     ============

Net Increase/(Decrease) in Cash                           -            (3,025)

Cash at Beginning of Period                               -             3,025

Cash at End of Period                            $        -       $        -
                                                 ============     ============


The accompanying notes are an integral part of these financial statements.


                                 F-7
Air Media Now!, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE A - HISTORY AND DESCRIPTION OF BUSINESS

Air Media Now!, Inc., (the Company) (formerly known as August Project II
Corporation, Traffic Engine.com, Inc., Traffic Engine Holdings, Inc. and
Syndeos Group, Inc.) is a publicly traded company incorporated under the laws
of the State of Florida on July 10, 1997.  The company is not a reporting
company but is currently listed for trading on the National Quotation Bureau
Electronic Pink Sheets with the following trading symbol, AMNW.  On January 2,
2001, the Company merged with Traffic Engine, Inc., a Florida Corporation, and
accounted for the merger as a pooling of interest.  On November 8, 2001, the
Company merged with Syndeos Corporation, formerly known as Premier Plus which
was incorporated under the laws of the State of Florida in 1999.  The merger
was accounted for in accordance with the purchase method.  All Companies are in
the Development Stage.

Air Media Now!, Inc. was the Cellular to Wireless Broad Band Channel Master.
Air Media Now!, Inc. creates and delivers the leading Wireless Collaborative
Platform that enabled Cellular subscribers and organizations to effectively
connect, synchronize data, optimize business processes and manage ongoing
relationships with broadband wireless access while providing real-time
intelligence on critical business information. The Company was uniquely
positioned to bridge two converging marketplaces: Cellular and Internet
Infrastructure/Enterprises. The Company did this through its exclusive license
to resell globally patented device and software solutions. Air Media Now!, Inc.
provides the ability to:

         1. Physically track between slow cellular connection and broadband
            internet connection
         2. Creates a new distribution channel
         3. Exploit that channel by providing proprietary technology to
            Optimize the user experience through delivery of video
            conferencing, movies and music.

Air Media Now!, Inc. provided a complete line of wireless devices, content and
web services that use patented automatic switching technology (ASNAPT) to
seamlessly handoff between existing cellular networks and emerging Wireless
Local Area Networks (WI-FIT) around the world.  Its real-time Wireless
Collaborative Area Network (WCANT) Computing Solutions synchronized existing
legacy and emerging internet based applications to the wireless device in order
to provide security, improve delivery and reduce costs.

As a distributor and global leader of broadband wireless web services
technology, its exclusive license to resell Calypso Wireless ASNAPT technology
solves problems inherent to seamless hand offs between cellular and wireless
networks.  Its security and synchronization technology would have enabled users
to extend their business enterprise and/or home environment to mobile devices.
The Company believes that its end to end solution enables the acceleration of
the deployment of high bandwidth mobile handsets, PDA's, Portable Personal
Computers, notebooks and new emerging wireless form factors. The Company was to
sell their service throughout the United States and in foreign countries.


                                     F-8
Air Media Now!, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION, USE OF ESTIMATES
The Company maintains its accounts on the accrual basis of accounting.  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.  All inter-company accounts
and transactions have been eliminated from the consolidated financial
statements.

DEPRECIATION
Property and equipment is recorded at cost and are being depreciated using the
straight-line method over the estimated useful lives of the related assets.
Expenditures for maintenance and repairs are charged to expense as incurred.
Major improvements are capitalized.  Management reviews long-lived assets
annually for impairment.  The useful lives assigned to property and equipment
to compute depreciation are 2-10 years for computer hardware and 10 years for
furniture, fixtures and equipment.

REVENUE RECOGNITION
The Company's revenue recognition policy is consistent with the Statement of
Position No. 97-2, Software Revenue Recognition, as amended.  License revenues
are comprised of fees for the Company's software products.  Revenue from
license fees will be recognized when an agreement has been signed, delivery of
the product has occurred, the fee is fixed or determinable and collectability
is probable.  Other service revenue is derived from related maintenance and
support contracts.  The revenue from maintenance contracts is to be recognized
on a straight-line basis over the life of the related agreement.

EARNINGS (LOSS) PER SHARE
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share."  This
Statement was effective for interim and fiscal periods ending after December
15, 1997.  This Statement requires the presentation of (a) diluted earnings per
share, whose calculations includes not only average outstanding common shares
but also the impact of dilutive potential common shares such as outstanding
common stock options; and (b) basic earnings per share which includes the
effect of outstanding common shares but excludes dilutive potential common
shares.  Although including potential common shares in the diluted per share
computations may be dilutive to their comparable basic per share amounts, no
potential common shares are included in the computation of any diluted per
share amount when a loss from continuing operations exists.  On April 8, 2002
the Board of Directors authorized a one for five (5:1) reverse split of common
stock to shareholders of record on April 9, 2002 and to be effective April 10,
2002.  The convertible preferred shares were not affected and are still
convertible to one share of common share for each convertible preferred share.




                                   F-9
Air Media Now!, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

INCOME TAXES
The Company accounts for income taxes under the asset and liability method,
whereby deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.  The realizability of deferred tax assets is
assessed throughout the year and a valuation allowance is established
accordingly.

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes.  Actual results could
differ from those estimates.

Note C - PROPERTY AND EQUIPMENT

The Company has no property and equipment as of December 31, 2003.  Property
and equipment has been eliminated per management's decisions to pursue other
business avenues.  (See Subsequent Events).

NOTE D - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, as well as operating
loss carry forwards.  Significant components of the Company's deferred income
tax assets at December 31, 2003:
     Deferred tax assets:
        NOL carryforwards                 $   23,000,000
                                          ---------------
        Deferred tax asset (34%)               7,820,000
        Less valuation allowance              (7,820,000)
                                          ---------------
        Deferred tax assets, net          $            0
                                          ===============
Due to uncertainties surrounding the timing of realizing the benefits of its
net favorable tax attributes in future tax returns, the Company has placed a
full valuation allowance against its deferred tax assets at December 31, 2002.

At December 31, 2003, the Company has approximately $23,000,000 in net
operating loss carryforwards that, if not utilized, portions of which will
begin to expire in 2018.  The utilization of such net operating loss
carryforwards and realization of tax benefits in future years depend
predominantly upon having taxable income.
                                                                            F-10
Air Media Now!, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101("SAB 101").  SAB 101 summarizes certain areas
of the Staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements.  The Company adopted SAB 101
beginning July 1, 2000.  The adoption of SAB 101 had no impact on operating
results and financial position.

The FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS No. 133", as amended by SFAS No. 138).  This statement
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value.  The statement also requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met.  The Company adopted SFAS No. 133 beginning July
1, 2000.  The adoption of SFAS No. 133 had no impact on operating results and
financial position.

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets.  These standards, among other
things, eliminate the pooling of interests method of accounting for future
acquisitions and require that goodwill no longer be amortized, but instead be
subject to impairment testing at least annually.  SFAS No. 142 must be adopted
in fiscal years beginning after December 15, 2001 as of the beginning of the
fiscal year.  Companies with fiscal years beginning after March 15, 2001 may
early adopt provided they have not yet issued their first quarter financial
statements.  Goodwill and intangible assets acquired prior to July 1, 2001 will
continue to be amortized and tested for impairment in accordance with pre-SFAS
No. 142 requirements until adoption of SFAS No. 142.  Under the provision of
SFAS No. 142, intangible assets with definite useful lives will be amortized to
their estimatable residual values over those estimated useful lives in
proportion to the economic benefits consumed.  Such intangible assets remain
subject to impairment provisions of SFAS No. 121.  Intangible assets with
indefinite useful lives will be tested for impairment annually in lieu of being
amortized.  The adoption of SFAS Nos. 141 and 142 will have no impact on
operating results and financial position.

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002.  The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with the asset retirement.  The statement
requires the recognition of retirement obligations which will, therefore,
generally increase liabilities; retirement costs will be added to the carrying
value of long-lived assets, therefore, assets will be increased; and
depreciation and accretion expense will be higher in the later years of an
assets life than in earlier years.  The Company adopted SFAS No. 143 January 1,
2002.  The adoption of SFAS No. 143 had no impact on operating results and
financial position.

                                   F-11
Air Media Now!, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS (continued)

The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets and is effective for financial statements issued for fiscal
years beginning January 1, 2002.  This statement addresses financial accounting
and reporting for the impairment or the disposal of long-lived assets.  An
impairment loss is recognized if the carrying amount of a long-lived group
exceeds the sum of the undiscounted cash flow expected to result from the use
and eventual disposition of the asset group.  Long-lived assets should be
tested at least annually or whenever changes in circumstances indicate that its
carrying amount may not be recoverable.  This statement does not apply to
goodwill and intangible assets that are not amortized.  The Company adapted
SFAS No. 144 in the first quarter of 2002.

NOTE F - DEVELOPMENT STAGE COMPANY AND FINANCIAL CONDITION

DEVELOPMENT STAGE COMPANY
The company is in the development stage and, to date, has incurred expenses,
has not generated significant revenues and has sustained losses.  Consequently,
its operations are subject to all of the risks and uncertainties inherent in
the establishment of a new enterprise.  For the period ending December 31,
2003, the Company has accumulated a deficit of $23,449,000.

FINANCIAL CONDITION
The Company is subject to various risks in connection with the operation of its
business including, among other things, (i) inability to satisfy anticipated
working capital or other cash requirements, (ii) changes in the Company's
business strategy or an inability to execute its strategy due to unanticipated
changes in the market, and (iii) the Company's lack of liquidity and its
ability to raise additional capital. Although the Company has been able to
arrange equity financing to date, there can be no assurance that sufficient
debt or equity financing will continue to be available in the future or that it
will be available on terms acceptable to the Company.  Failure to obtain
sufficient capital could materially affect the Company's operations.  As a
result of the aforementioned factors and related uncertainties, there is
substantial doubt about the Company's ability to continue as a going concern.
As of December 31, 2002, the Company has decided to cease operations, as is.
Due to circumstances, management has changed control and has a settlement
agreement has been reached between previous management and current management
that will allow the Company to continue in a direction that new management
deems appropriate.  All assets were written off as of December 31, 2002.











                                    F-12
Air Media Now!, Inc.
(A Development Stage Company)

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

During the last two fiscal years, the Company has not had any changes in or
disagreements with its accountants.

ITEM 8A.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934), the Chief Executive
and Chief Financial Officer of the Company has concluded that the Company's
disclosure controls and procedures are effective at the reasonable assurance
level to ensure that information required to be disclosed by the Company in its
Exchange Act reports is recorded, processed, summarized and reported within the
applicable time periods specified by the SEC's rules and forms.

There were no changes in the Company's internal controls over financial
reporting during the year ended December 31, 2003 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

                                     PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The following individuals are our executive officers and the members of our
board of directors. Each director is elected at our annual meeting of
shareholders and holds office until the next annual meeting of shareholders, or
until his or her successor is elected and qualified. Our by-laws permit the
board of directors to fill any vacancy and such director may serve until the
next annual meeting of stockholders or until his or her successor is elected
and qualified. The board of directors elects officers annually and their terms
of office are at the discretion of the board.

Name                        Age                       Positions Held
--------------------        ----               ------------------------------
Barney A. Richmond          55                  Chairman/President/Secretary
                                                         Director

Richard C. Turner           48                  Treasurer/Director

Barney A. Richmond has been President and a Director of the Company since
February 2005. From 1985 to the present, Mr. Richmond has been an independent
advisor and investor in assisting companies, as well as individuals, regarding
public offerings, mergers, reverse mergers and a variety of corporate financing
issues. Mr. Richmond has also been an investor in numerous reorganizations and
business turnarounds, including many substantial bankruptcy reorganizations.

Mr. Richmond has been a member of the Boards of Directors of the Richmond
Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King
Technologies, Inc., King Radio Corporation, JSV Acquisition Corporation, Chase
Capital, Inc., Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.
                                 26
Air Media Now!, Inc.
(A Development Stage Company)

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS (CONTINUED)

Richard C. Turner has been Treasurer and Director of the Company since February
2005. From September 1990, until May 2001, Mr. Turner was employed as an
accountant by Glenn G. Schanel, CPA, where he was responsible for corporate and
individual tax returns, business write-up services, and business consulting
services, including computer and database management. Prior to 1990, Mr. Turner
was Vice President of Finance at First American Bank, Lake Worth, Florida,
responsible for financial reporting, budgeting and cost accounting.

Our Board of Directors has determined that we have at least one financial
expert, Richard C. Turner, serving on our audit committee. Since Mr. Turner is
an officer of the Company, as well as a director, he is not considered
independent.

A Code of Ethics that applies to our chief executive and senior financial
officers, as well as a Code of Business Conduct and Ethics that applies to all
employees, have been drafted and presented to our Board of Directors for
review.  Both Codes will be considered for adoption by the Board of Directors
at its next meeting.


ITEM 10.  EXECUTIVE COMPENSATION

No executive officer currently receives compensation from the Company.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2003, there were a total of 102,692,703 common and preferred
shares of the Company's stock outstanding. The table below shows the number of
shares of common stock held by (a) each director and executive officer of the
Company, (b) the directors and executive officers of the Company as a group,
and (c) each person known by us to be the beneficial owner of more than 5% of
the Company's outstanding stock.
                                              Number of         % of Shares
Name and Address                              Shares Owned      Outstanding
--------------------------------------------- ------------      -----------
Barney A. Richmond, Director, President & CEO   9,250,000            9.0%
Jupiter, FL

Richard C. Turner, Director, Treasurer & CFO            0             .0%
Palm Beach Gardens, FL

American Capital Holdings, Inc.                53,660,374           52.3%
Jupiter, FL 33477
--------------------------------------------- ------------      -----------
All Directors & Executive Officers
     as a group (2 persons)                     9,250,000            9.0%
                                              ============      ===========



                                     27
Air Media Now!, INC.
(A Development Stage Company)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

There have been no transactions, and there are no proposed transactions,
between the Company and any of its Directors, executive officers or beneficial
owners of five percent or more of the Company's Common Stock, or any member of
their immediate families, as to which the Director, officer, beneficial owner,
or family member had a material interest.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
     Exhibit No.           Description
    -----------      ----------------------------------------------------------
     Exhibit 3.1      Articles of Incorporation of the Company filed
                      July 10, 1997 (f/k/a August Project II Corp.) (1)

     Exhibit 3.2      ByLaws of the Company (f/k/a TrafficEngine.com, Inc.) (1)

     Exhibit 3.31     Articles of Amendment to Articles of Incorporation filed
                      with the Florida Secretary of State on June 26, 2002. (1)

     Exhibit 3.32     Articles of Amendment to Articles of Incorporation filed
                      with the Florida Secretary of State on Jan. 15, 2002. (1)

     Exhibit 3.33     Articles of Amendment to Articles of Incorporation filed
                      with the Florida Secretary of State on Jan. 22, 2002. (1)

     Exhibit 3.34     Articles of Amendment to Articles of Incorporation filed
                      with the Florida Secretary of State on April 5, 2002. (1)

     Exhibit 31.1     Certification required under Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the CEO

     Exhibit 31.2     Certification required under Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the CFO

     Exhibit 32       Section 1350 Certification

(1) Incorporated by reference to the Company's 8-A12G filed on October 24, 2007
    SEC Accession number 0001175501-07-000004

ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES

Audit Fees.
The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $0 for
the year ended Dec. 31, 2003, and $39,961 for the year ended Dec. 31, 2002.

Other Fees.
Other fees billed to the Company by accountants for compilation, consultation
services, research and client assistance totaled $0 for the year ended December
31, 2003, and $52,510 for the year ending December 31, 2002
                                     28
Air Media Now!, INC.
(A Development Stage Company)

SIGNATURES

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

Air Media Now!, Inc.
(Registrant)

By   /s/ Barney A. Richmond
     ----------------------
     Barney A. Richmond, Chief Executive Officer
Date: October 23, 2007

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.

By   /s/ Barney A. Richmond
     ----------------------
     Barney A. Richmond, Chief Executive Officer
Date: October 23, 2007

By   /s/ Richard C. Turner
     ----------------------
     Richard C. Turner, Chief Financial Officer
Date: October 23, 2007


























                                     29
Air Media Now!, Inc.
(A Development Stage Company)

Exhibit 31.1

I, Barney A. Richmond, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB of Air Media Now!, INC.;

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:

(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):




                                     30

Air Media Now!, Inc.
(A Development Stage Company)

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: October 23, 2007

     /s/ Barney A. Richmond
     ______________________
     Barney A. Richmond, Chief Executive Officer


Exhibit 31.2

I, Richard C. Turner, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB of AIR MEDIA NOW, INC.;

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:

(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and


                                     31
Air Media Now!, Inc.
(A Development Stage Company)

(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: October 23, 2007

     /s/ Richard C. Turner
     ______________________
     Richard C. Turner, Chief Financial Officer

Exhibit 32

In connection with the Annual Report of Air Media Now!, INC.(the "Company") on
Form 10-KSB for the period ending December 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Barney A.
Richmond, President of the Company, and Richard C. Turner, Treasurer of the
Company, certify, pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:
     (1)     the Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

     (2)     the information contained in the Report fairly presents, in all
               material respects, the financial condition and result of
                 operations of the Company.

     /s/ Barney A. Richmond
     ______________________
     Barney A. Richmond, Chief Executive Officer
     October 23, 2007

     /s/ Richard C. Turner
     ______________________
     Richard C. Turner, Chief Financial Officer
     October 23, 2007
                                     32
Air Media Now!, Inc.
(A Development Stage Company)

[A signed original of this written statement required by Section 906 has been
provided to Air Media Now!. and will be retained by Air Media Now!. and
furnished to the Securities and Exchange Commission or its staff upon request.]

Exhibits to Form 10-KSB will be provided to shareholders of the Registrant upon
written request addressed to Air Media Now!, INC., 1016 Clemmons St., Suite
302, Jupiter, Florida 33477. Any exhibits furnished are subject to a reasonable
photocopying charge.

The Securities and Exchange Commission has not approved or disapproved of this
Form 10-KSB nor has it passed upon its accuracy or adequacy.







































                                     33