**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**




(Mark
      One)




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





**For
      the fiscal year ended** **December
      31, 2006** ****


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


**For
      the transition period from ______________________ to
      ______________________**





**Commission
      file number** **000-32311**





**Ameralink,
      Inc.**


(Name
      of
      small business issuer in its charter)





**Nevada**
              (State
                or other jurisdiction of incorporation or organization)
            
            **86-1010347**
              (I.R.S.
                Employer Identification No.)**1940
                Zinfandel Drive, Suite R, Rancho Cordova, CA**
              (Address
                of principal executive offices)
            
            **95670**
              (Zip
                Code)





Issuer's
      telephone number  **(916)
      768-2160**





Securities
      registered under section 12(b) of the Act:





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


Securities
      registered under section 12(g) of the Act:


None


(Title
      of
      class)





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





Check
      whether the issuer (1) filed all reports required to be filed by section 13
      or
      15(d) 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 o





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-K 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 or any amendment
      to
      this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o





The
      Issuer's revenues for its most recent fiscal year were $0.





The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      Issuer was not determinable because the common stock does not trade on any
      market.





As
      of
      April 11, 2007, the Issuer had 7,425,000 shares of its common stock, par value
      $0.001 per share, issued and outstanding.





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














**TABLE
      OF CONTENTS**







Item
                Number and Caption
            PagePART
                I1.
            Description
                of Business
            12.
            Description
                of Property
            43.
            Legal
                Proceedings
            44.
            Submission
                of Matters to a Vote of Security Holders
            4PART
                II5.
            Market
                for Common Equity and Related Stockholder Matters
            56.
            Management's
                Discussion and Analysis or Plan of Operation
            57.
            Financial
                Statements
            88.
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            88A.
            Controls
                and Procedures
            98B.
            Other
                Information
            9PART
                III9.
            Directors,
                Executive Officers, Promoters Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange Act
            1010.
            Executive
                Compensation
            1211.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            1212.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            1313.
            Exhibits
            1314.
            Principal
                Accountant Fees and Services
            14SIGNATURES
            15




















**PART
      I**











**ITEM
      1. DESCRIPTION OF BUSINESS**











Ameralink,
      Inc., or Ameralink was incorporated in the State of Nevada on December 31,
      1998,
      to engage in any lawful corporate undertaking, including, but not limited to,
      selected mergers and acquisitions. We have been in the development stage since
      inception. Effective August 11, 2006, we entered into a definitive acquisition
      agreement to acquire 518 Media, Inc. (518 Media). 518 Media is a small
      California corporation, which owns small percentage interests in various films
      and certain film distribution rights. The consummation of the acquisition was
      subject to meeting a number of conditions required for the closing of the
      transaction. The agreement was terminated effective December 8, 2006, pursuant
      to its terms because the parties were unable to satisfy certain conditions
      required for the closing of the transaction. On termination, the acquisition
      agreement provided for the issuance of 425,000 shares of our restricted common
      stock with piggy-back registration rights to the shareholders of 518 Media
      in
      consideration of the $20,000 advanced to us by 518 Media in connection with
      the
      proposed transaction. In March 2007, we instructed the transfer agent to issue
      425,000 shares in satisfaction of all obligations to 518 Media. The $20,000
      advance by 518 Media was expended on legal and other due diligence costs
      incurred in attempting to complete the transaction. Thus, Ameralink remains
      without active business operations and at this time we are considered a “Black
      Check” company.




We
      registered our common stock on a Form 10-SB registration statement filed
      pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
      12(g) thereof. We intend to file with the Securities and Exchange Commission
      periodic and episodic reports under Rule 13(a) of the Exchange Act, including
      quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.





We
      will
      attempt to locate and negotiate with a business entity for the merger of that
      target business into Ameralink. In certain instances, a target business may
      wish
      to become a subsidiary of Ameralink or may wish to contribute assets to
      Ameralink rather than merge. No assurances can be given that
      we
      will be successful in locating or negotiating with any target
      business.





Management
      believes that there are perceived benefits to being a reporting company with
      a
      class of registered securities. These are commonly thought to include (1) the
      ability to use registered securities to make acquisition of assets or
      businesses; (2) increased visibility in the financial community; (3) the
      facilitation of borrowing from financial institutions; (4) improved trading
      efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising
      capital; (7) compensation of key employees through stock options; (8) enhanced
      corporate image; and (9) a presence in the United States capital
      market.





A
      business entity, if any, which may be interested in a business combination
      with
      us may include (1) a company for which a primary purpose of becoming public
      is
      the use of its securities for the acquisition of assets or businesses; (2)
      a
      company which is unable to find an underwriter of its securities or is unable
      to
      find an underwriter of securities on terms acceptable to it; (3) a company
      which
      wishes to become public with less dilution of its common stock than would occur
      normally upon an underwriting; (4) a company which believes that it will be
      able
      to obtain investment capital on more favorable terms after it has become public;
      (5) a foreign company which may wish to gain an initial entry into the United
      States securities market; (6) a special situation company, such as a company
      seeking a public market to satisfy redemption requirements under a qualified
      Employee Stock Option Plan; or (7) a company seeking one or more of the other
      perceived benefits of becoming a public company.








1





Management
      is actively engaged in seeking a qualified company as a candidate for a business
      combination. We are authorized to enter into a definitive agreement with a
      wide
      variety of businesses without limitation as to their industry or revenues.
      It is
      not possible at this time to predict which company, if any, we will enter into
      a
      definitive agreement or what will be the industry, operating history, revenues,
      future prospects or other characteristics of that company.





We
      may
      seek a business opportunity with entities which have recently commenced
      operations, or wish to utilize the public marketplace in order to raise
      additional capital in order to expand into new products or markets, to develop
      a
      new product or service, or for other corporate purposes. We may acquire assets
      and establish wholly-owned subsidiaries in various businesses or acquire
      existing businesses as subsidiaries.





Our
      management, which in all likelihood will not be experienced in matters relating
      to the business of a target business, will rely upon its own efforts in
      accomplishing our business purposes.





The
      analysis of new business opportunities will be undertaken by, or under the
      supervision of our Chief Executive Officer, who is not a professional business
      analyst. In analyzing prospective business opportunities, management may
      consider such matters as:





a)
            available
                technical, financial and managerial
                resources;





b)
            working
                capital and other financial requirements; history of operations,
                if
                any;





c)
            prospects
                for the future;





d)
            nature
                of present and expected
                competition;





e)
            the
                quality and experience of management services which may be available
                and
                the depth of that management;





f)
            the
                potential for further research, development, or
                exploration;





g)
            specific
                risk factors not now foreseeable but which then may be anticipated
                to
                impact our proposed activities;





h)
            the
                potential for growth or expansion;





i)
            the
                potential for profit;





j)
            the
                perceived public recognition or acceptance of products, services,
                or
                trades; name identification and;





k)
            other
                relevant factors.





Management
      does not have the capacity to conduct as extensive an investigation of a target
      business as might be undertaken by a venture capital fund or similar
      institution. As a result, management may elect to merge with a target business
      which has one or more undiscovered shortcomings and may, if given the choice
      to
      select among target businesses, fail to enter into an agreement with the most
      investment-worthy target business.








2





Following
      a business combination we may benefit from the services of others in regard
      to
      accounting, legal services, underwritings and corporate public relations. If
      requested by a target business, management may recommend one or more
      underwriters, financial advisors, accountants, public relations firms or other
      consultants to provide such services.





A
      potential target business may have an agreement with a consultant or advisor
      providing that services of the consultant or advisor be continued after any
      business combination. Additionally, a target business may be presented to us
      only on the condition that the services of a consultant or advisor be continued
      after a merger or acquisition. Such preexisting agreements of target businesses
      for the continuation of the services of attorneys, accountants, advisors or
      consultants could be a factor in the selection of a target
      business.





In
      implementing a structure for a particular business acquisition, we may become
      a
      party to a merger, consolidation, reorganization, joint venture, or licensing
      agreement with another corporation or entity. We may also acquire stock or
      assets of an existing business. On the consummation of a transaction, it is
      likely that our present management and stockholder will no longer be in our
      control. In addition, it is likely that our officer and director will, as part
      of the terms of the acquisition transaction, resign and be replaced by one
      or
      more new officers and directors.





It
      is
      anticipated that any securities issued in any such reorganization would be
      issued in reliance upon exemption from registration under applicable federal
      and
      state securities laws. In some circumstances however, as a negotiated element
      of
      its transaction, we may agree to register all or a part of such securities
      immediately after the transaction is consummated or at specified times
      thereafter. If such registration occurs, of which there can be no assurance,
      it
      will be undertaken by the surviving entity after we have entered into an
      agreement for a business combination or have consummated a business combination
      and we are no longer considered a blank check company. The issuance of
      additional securities and their potential sale into any trading market which
      may
      develop in our securities may depress the market value of our securities in
      the
      future if such a market develops, of which there is no assurance.





While
      the
      terms of a business transaction to which we may be a party cannot be predicted,
      it is expected that the parties to the business transaction will desire to
      avoid
      the creation of a taxable event and thereby structure the acquisition in a
      tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code
      of 1986, as amended.





With
      respect to any merger or acquisition negotiations with a target business,
      management expects to focus on the percentage of Ameralink which target business
      stockholders would acquire in exchange for their shareholdings in the target
      business. Depending upon, among other things, the target business's assets
      and
      liabilities, our stockholders will in all likelihood hold a substantially lesser
      percentage ownership interest in Ameralink following any merger or acquisition.
      Any merger or acquisition effected by us can be expected to have a significant
      dilutive effect on the percentage of shares held by our stockholders at such
      time.





No
      assurances can be given that we will be able to enter into a business
      combination, as to the terms of a business combination, or as to the nature
      of
      the target business.





As
      of the
      date hereof, management has not made any final decision concerning or entered
      into any written agreements for a business combination. When any such agreement
      is reached or other material fact occurs, we will file notice of such agreement
      or fact with the Securities and Exchange Commission on Form 8-K. Persons reading
      this Form 10-KSB are advised to determine if we have subsequently filed a Form
      8-K.








3





We
      anticipate that the selection of a business opportunity in which to participate
      will be complex and without certainty of success. Management believes (but
      has
      not conducted any research to confirm) that there are numerous firms seeking
      the
      perceived benefits of a publicly registered corporation. Such perceived benefits
      may include facilitating or improving the terms on which additional equity
      financing may be sought, providing liquidity for incentive stock options or
      similar benefits to key employees, increasing the opportunity to use securities
      for acquisitions, and providing liquidity for stockholder and other factors.
      Business opportunities may be available in many different industries and at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.









**ITEM
      2. DESCRIPTION OF PROPERTY**










We
      have
      no properties at this time. We currently use the offices of management at no
      cost to us. Management has agreed to continue this arrangement until we complete
      an acquisition or merger.











**ITEM
      3. LEGAL PROCEEDINGS**








There
      is
      no litigation pending or threatened by or against us.











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








No
      matter
      was submitted to a vote of security holders, through the solicitation of proxies
      or otherwise, during the fourth quarter of the fiscal year covered by this
      report.






























4





**PART
      II**









**ITEM
      5. MARKET FOR COMMON EQUITY AND**


**RELATED
      STOCKHOLDER MATTERS**








There
      are
      approximately 43 stockholders currently of our outstanding common stock. We
      have
      not paid dividends on our common stock in the past and do not currently
      anticipate that we will do so in the immediate future. We intend to retain
      earnings, if any, to support the growth of our business. Any future cash
      dividends would depend on future earnings, capital requirements, and our
      financial position and other factors deemed relevant by the board of directors.





There
      is
      currently no public market for our securities. We do not intend to trade our
      securities in the secondary market until completion of a business combination
      or
      acquisition. It is anticipated that following such occurrence we will cause
      our
      common stock to be listed or admitted to quotation on the NASD OTC Bulletin
      Board or, if we then meet the financial and other requirements thereof, on
      the
      Nasdaq SmallCap Market, National Market System or regional or national
      exchange.





The
      current business activities described herein classify us as a "blank check"
      company. The Securities and Exchange Commission and many states have enacted
      statutes, rules and regulations limiting the sale of securities of blank check
      companies in their respective jurisdictions. Management does not intend to
      undertake any efforts to cause a market to develop in our securities until
      such
      time as we have successfully implemented our business plan described
      herein.











**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR**


**PLAN
      OF OPERATION**








**Forward
      looking statements**





This
      report and other information made publicly available from time to time may
      contain certain forward-looking statements and other information relating to
      Ameralink and its business that are based on the beliefs of management and
      assumptions made concerning information then currently available to management.
      Such statements reflect the views of management at the time they are made and
      are not intended to be accurate descriptions of the future. The discussion
      of
      future events, including the business prospects of Ameralink, is subject to
      the
      material risks listed below under "Risk Factors" and assumptions made by
      management.





**Risk
      factors**





The
      material risks that we believe are faced by Ameralink as of the date of this
      report are set forth below. This discussion of risks is not intended to be
      exhaustive. The risks set forth below and other risks not currently anticipated
      or fully appreciated by the management could adversely affect the business
      and
      prospects of Ameralink. These risks include:








5





**Development
      Stage Company**





We
      have
      no current operations, revenues, or significant assets. We face all of the
      risks
      inherent in the start-up of a new business and do not have a historical basis
      on
      which to evaluate whether or not our proposed business can be successful,
      including whether we can implement a business model and pricing strategy that
      will permit us to operate profitably; hire and retain management and employees
      with the necessary skills to successfully implement our business strategy;
      and
      successfully develop and implement administrative and support systems such
      as
      personnel management, accounting records and controls, service and support,
      record keeping and office administration.





**Dependence
      on Management**





We
      are
      heavily dependent upon the skill, talents, and abilities of our president,
      Robert Freiheit. Mr. Freiheit will be primarily responsible for the decisions
      concerning the implementation of a business model. Mr. Freiheit will not devote
      his fully business time to Ameralink and will continue to be engaged in outside
      business activities. We will be dependent upon the business acumen and expertise
      of management and the applicability of their backgrounds to the business
      decisions required to be made on our behalf.




**No
      Trading Market for the Common Stock**





There
      is
      no existing trading market for the Common Stock and it is unlikely that one
      will
      develop in the foreseeable future. The shares of Common Stock may be subject
      to
      the Penny Market Reform Act of 1990 (the “Reform Act”). In October 1990,
      Congress enacted the Reform Act to counter fraudulent practices common in penny
      stock transactions. If the shares are determined to be subject to the Reform
      Act, this may also adversely affect the ability to sell shares in the
      future.




**Lack
      of Dividends**





It
      is
      anticipated that we will invest any profits generated from our operations,
      and
      therefore, it is unlikely that we will pay dividends on our common stock in
      the
      foreseeable future.





**Control
      of Ameralink by Management**





The
      two
      directors of Ameralink currently hold voting and dispositive power over an
      aggregate of 6,973,600 shares of our common stock, which represents 93.9% of
      the
      currently issued and outstanding common stock. Since action by the stockholders
      on most matters, including the election of directors, only requires approval
      by
      a vote of the majority of shares voted on the mater, the current directors
      and
      executive officers of Ameralink will be able to significantly influence, if
      not
      control, the election of directors of Ameralink and the outcome of other matters
      submitted to the stockholders for consideration.





**Unforeseen
      Risks**





In
      addition to the above risks, the future business of Ameralink will be subject
      to
      risks not currently foreseen or fully appreciated by our management.





Should
      one or more of these or other risks materialize, or if the underlying
      assumptions of management prove incorrect, actual results may vary materially
      from those described in the forward-looking statements. We do not intend to
      update these forward-looking statements, except as may occur in the regular
      course of our periodic reporting obligations.








6





**Plan
      of Operations**





We
      were
      formed to engage in a merger with or acquisition of an unidentified foreign
      or
      domestic company which desires to become a reporting ("public") company whose
      securities are qualified for trading in the United States secondary market.
      We
      meet the definition of a "blank check" company under the Securities Act of
      1933,
      as amended. We have been in the developmental stage since inception and have
      no
      operations to date. We have considered certain acquisition candidates, but
      have
      not yet consummated any of these transactions.





We
      will
      not acquire or merge with any entity which cannot provide audited financial
      statements at or within a reasonable period of time after closing of the
      proposed transaction. We are subject to all the reporting requirements included
      in the Exchange Act. Included in these requirements is our duty to file audited
      financial statements as part of our Form 8-K to be filed with the Securities
      and
      Exchange Commission upon consummation of a merger or acquisition, as well as
      our
      audited financial statements included in our annual report on Form 10-KSB.
      If
      such audited financial statements are not available at closing, or within time
      parameters necessary to insure our compliance with the requirements of the
      Exchange Act, or if the audited financial statements provided do not conform
      to
      the representations made by the target business, the closing documents may
      provide that the proposed transaction will be voidable at the discretion of
      our
      present management.





We
      will
      not restrict our search for any specific kind of businesses, but may acquire
      a
      business which is in its preliminary or development stage, which is already
      in
      operation, or in essentially any stage of its business life. It is impossible
      to
      predict at this time the status of any business in which we may become engaged,
      in that such business may need to seek additional capital, may desire to have
      its shares publicly traded, or may seek other perceived advantages which we
      may
      offer.





A
      business combination with a target business will normally involve the transfer
      to the target business of the majority of our common stock, and the substitution
      by the target business of its own management and board of
      directors.





We
      have,
      and will continue to have, no capital with which to provide the owners of
      business opportunities with any cash or other assets. However, management
      believes we will be able to offer owners of acquisition candidates the
      opportunity to acquire a controlling ownership interest in a publicly registered
      company without incurring the cost and time required to conduct an initial
      public offering. Our Chief Executive Officer has not conducted market research
      and is not aware of statistical data to support the perceived benefits of a
      merger or acquisition transaction for the owners of a business
      opportunity.





Our
      audit
      reflects the fact that we have no current source of income. Further, that
      without realization of additional capital, it would be unlikely for us to
      continue as a going concern.





Our
      majority stockholders have agreed that they will advance additional funds which
      are needed for operating capital and for costs in connection with searching
      for
      or completing an acquisition or merger. Such advances will be made without
      expectation of repayment unless the owners of the business which we acquire
      or
      merge with agree to repay all or a portion of such advances. There is no minimum
      or maximum amount such stockholder will advance to us. We will not borrow any
      funds for the purpose of repaying advances made by such stockholder, and we
      will
      not borrow any funds to make any payments to our promoters, management or their
      affiliates or associates.








7





**Recent
      Accounting Pronouncements**





In
      July
      2006, the FASB issued FASB Interpretation (FIN) No. 48, *Accounting
      for Uncertainty in Income Taxes,* which
      provides guidance on the accounting for uncertainty in income taxes recognized
      in financial statements. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, with earlier adoption permitted. We do not expect the
      adoption of FIN 48 to have a material effect on our financial position, results
      of operations, or cash flows.





In
      February 2006, the FASB issued SFAS No. 155, *Accounting
      for Certain Hybrid Financial Instruments -- an amendment of FASB Statements
      No.
      133 and 140.* SFAS No.
      155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, *Application
      of Statement 133 to Beneficial Interests in Securitized Financial
      Assets* .
      SFAS
      No. 155 will become effective for our fiscal year that begins after September
      15, 2006. The impact of SFAS No. 155 will depend on the nature and extent of
      any
      new derivative instruments entered into after the effective date.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, *Fair
      Value Measurements,* which
      provides enhanced guidance for using fair value to measure assets and
      liabilities. SFAS No. 157 establishes a common definition of fair value,
      provides a framework for measuring fair value under generally accepted
      accounting principles, and expands disclosure requirements about fair value
      measurements. SFAS No. 157 is effective for financial statements issued in
      fiscal years beginning after November 15, 2007, and for interim periods within
      those fiscal years. We are currently evaluating the impact, if any, the adoption
      of SFAS No. 157 will have on our financial reporting and
      disclosures.





In
      September 2006, the SEC staff published Staff Accounting Bulletin
      No. 108, *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* (“SAB
      108”). SAB 108 addresses quantifying the financial statement effects of
      misstatements, specifically, how the effects of prior year uncorrected errors
      must be considered in quantifying misstatements in the current year financial
      statements. This statement is effective for fiscal years ending after
      November 15, 2006. We do not expect the adoption of SAB 108 to have a
      material effect on our financial statements.











**ITEM
      7. FINANCIAL STATEMENTS**








The
      financial statements are set forth immediately following the signature page
      beginning on page F-1.











**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON**


**ACCOUNTING
      AND FINANCIAL DISCLOSURE**







None.














8








**ITEM
      8A. CONTROLS AND PROCEDURES**








**Evaluation
      of Disclosure Controls and Procedures**





In
      accordance with Section 302 of the Sarbanes-Oxley Act of 2002 and the Securities
      Exchange Act of 1934 Rules Section 13a-15(e) and 15d-15(e), we maintain
      disclosure controls and procedures pursuant to which management under the
      supervision and with the participation of our Chief Executive Officer and Chief
      Financial Officer, carried out, as of the end of the year ended December 31,
      2006, a review and evaluation of the effectiveness of our disclosure controls
      and procedures. Based on this evaluation, our Chief Executive Officer and Chief
      Financial Officer has concluded that our disclosure controls and procedures
      are
      effective as of the end of the period covered by this report to ensure that
      information required to be disclosed by Ameralink, Inc. in the reports that
      we
      file or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported with the time periods specified by the SEC’s rules and
      forms.





**Changes
      in Internal Controls**





There
      have been no changes in our internal controls over financial reporting that
      occurred during the fourth quarter ended December 31, 2006 that have materially
      affected, or are reasonably likely to materially affect, our internal controls
      over financial reporting.











**ITEM
      8B. OTHER INFORMATION**








None















































9





**PART
      III**











**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS**


**AND
      CORPORATE GOVERNANCE;**


**COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**








Set
      forth
      below is the name and age of each executive officer and director of Ameralink,
      together with all positions and offices held by each, the term of office, and
      the period during which each has served:




Name
            
            Age
            
            Position
                and Office Held
            
            Director
                and/or
              Executive
                Officer SinceRobert
                Freiheit
            
            53
            
            Chairman,
                Board of Directors, Chief Executive Officer, Chief Financial Officer
            
            April
                1, 2004Thomas
                J. Manz
            
            57
            
            Member,
                Board of Directors, Secretary/Treasurer
            
            April
                1, 2004





Mr.
      Freiheit and Mr. Manz were appointed to serve as directors until the next
      meeting of stockholders or until replaced by a vote of the
      stockholders.




There
      is
      no family relationship among the current directors and executive officers.
      The
      following sets forth brief biographical information for each director and
      executive officer of Ameralink.





**Rob
      Freiheit, Chairman, Board of Directors, Chief Executive Officer, Chief Financial
      Officer**





Mr.
      Freiheit, age 53, has served as a board member for a number of private and
      public companies. He has also held the position of Chief Executive Officer
      and
      President for private and public entities. Mr. Freiheit is currently President
      of a private held real estate development firm with over 2 million square feet
      of industrial space under management. In 1986, he founded Liberty Associates
      LLC, a privately held construction, land entitlement and finance company focused
      on advancing growth in the industrial and warehouse sector. Mr. Freiheit is
      managing member of Auto Village LLC, an independent auto dealership with over
      $10 million in sales. A member in good standing of the National Association
      of
      Independent Auto Dealers, he is committed to enhancing the image of independent
      auto dealers with the public and California legislators. He also serves as
      Chairman of the Board and Co-CEO of Accredited Adjusters, Inc., which provides
      vehicle management services to banks and credit unions in the Western States.
      Mr. Freiheit is a graduate of Ohio State University in finance and chemistry.





**Thomas
      J. Manz, Member, Board of Directors, Secretary/Treasurer**





Thomas
      J.
      Manz, age 57, a Director, has been an owner, director, or managing member of
      various businesses related to real estate development and financial services
      for
      more than twenty years. Mr. Manz has been involved in numerous construction
      and
      development projects encompassing millions of square feet, ranging from
      residential homes to commercial centers. In addition, he has served as an
      operating officer and Founding Director of M.L. Oates Insurance Co., which
      was
      sold in 1993; Director of United Way of Sacramento from 1989 to 1992; a Founding
      Director of Roseville First National Bank from 1990; and Chairman of the Board
      of the Roseville First National Bank from 1993 to 2000. When the Roseville
      First
      National Bank merged with Western Sierra Bancorp in 2000, Mr. Manz continued
      to
      serve as a Director until May 2005. In addition, Mr. Manz served as the
      Co-Chairman of Western Sierra Bank, which is wholly owned by Western Sierra
      Bancorp. Mr. Manz has also held the position of Founding Director of Pacific
      Coast Banker's Bank from 1995 until April 2005. Mr. Manz holds a Bachelor of
      Science degree from Iowa State University.








10





Other
      than those mentioned above, we have no employees and do not anticipate hiring
      any in the future until we successfully implemented our business plan. None
      of
      our directors, executive officers, promoters or control persons has been
      involved in any legal proceedings material to the evaluation of the ability or
      integrity of any of the aforementioned persons.





**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
      officers and directors and other persons who own more than 10% of a registered
      class of our equity securities, to file with the Securities and Exchange
      Commission (hereinafter referred to as the "Commission") initial statements
      of
      beneficial ownership, reports of changes in ownership and annual reports
      concerning their ownership, of common stock and other equity securities of
      Ameralink on Forms 3, 4, and 5, respectively. Executive officers, directors
      and
      greater than 10% shareholders are required by Commission regulations to furnish
      us with copies of all Section 16(a) reports they file. The reports of Robert
      Freiheit and Thomas Manz for the year ended December 31, 2006 were not filed.
      Other than the foregoing, we believe that all reports required by section 16(a)
      for transactions in the year ended December 31, 2006, were timely filed.





**Audit
      Committee and Financial Expert**





We
      do not
      have an Audit Committee. The members of the Board of Directors perform some
      of
      the same functions of an Audit Committee, such as recommending a firm of
      independent certified public accountants to audit the annual financial
      statements; reviewing the independent auditor’s independence, the financial
      statements and their audit report; and reviewing management's administration
      of
      the system of internal accounting controls. We do not currently have a written
      audit committee charter or similar document.





We
      have
      no financial expert. We believe the cost related to retaining a financial expert
      at this time is prohibitive. Further, because we are currently a blank check
      company, we believe the services of a financial expert are not
      warranted.





**Code
      of Ethics**





A
      code of
      ethics relates to written standards that are reasonably designed to deter
      wrongdoing and to promote:





*
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;





*
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that are filed with, or submitted to, the Commission and
                in
                other public communications made by an
                issuer;





*
            Compliance
                with applicable governmental laws, rules and
                regulations;





*
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the code;
                and








11





*
            Accountability
                for adherence to the code.





We
      have
      not adopted a corporate code of ethics that applies to our principal executive
      officer, principal financial officer, principal accounting officer or
      controller, or persons performing similar functions in that our two officers
      and
      directors serve in the above capacities.











**ITEM
      10. EXECUTIVE COMPENSATION**








Robert
      Freiheit became Chief Executive Officer of Ameralink on April 1, 2004. Mr.
      Freiheit has not received any compensation for his services rendered, and has
      not accrued any compensation pursuant to any agreement with us. However, our
      Chief Executive Officer anticipates receiving benefits as a beneficial
      stockholder and, possibly, in other ways.





No
      retirement, pension, profit sharing, stock option or insurance programs or
      other
      similar programs have been adopted by us for the benefit of our
      employees.











**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL**


**OWNERS
      AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**








The
      table
      below sets forth information as to each person owning of record or who was
      known
      by us to own beneficially more than 5% of the 7,425,000 shares of common stock
      outstanding as of April
      11,
      2007, and by the directors and executive officers as a group. Except as
      otherwise indicated, all shares are owned directly, and the persons named in
      the
      table have sole voting and investment power with respect to shares shown as
      beneficially owned by them.





**Name
                and Address of Beneficial Owners**
            
            **Number
                of Shares of**
              **Common
                Stock Held**
            
            **Percent
                of**
              **Ownership**Robert
                Freiheit
              1940
                Zinfandel Drive, Suite R
              Rancho
                Cordova, CA 95670
            
            4,184,000
            
            56.3%Thomas
                J. Manz
              4210
                East Lane
              Sacramento,
                California 95864
            
            2,789,600
            
            37.6%All
                Officers and Directors as a
              Group
                (2)
            
            6,973,600
            
            93.9%











12








**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,**


**AND
      DIRECTOR INDEPENDENCE**








Since
      the
      inception of Ameralink through the date of the change of control described
      above, the operating expenses of Ameralink were paid by our former principal
      shareholder (with the exception of expenses paid by the initial proceeds from
      the sale of common stock). The total amount paid by the former principal
      shareholder was $16,525 through the date of the change of control. In connection
      with the change of control, the former principal shareholder contributed the
      amount owed to him by Ameralink totaling $16,525 back to the capital of
      Ameralink. Since March 31, 2004, new officers and shareholders have advanced
      Ameralink $19,993 for the payment of expenses incurred since March 31,
      2004.





Ameralink
      neither owns nor leases any real or personal property. Office services are
      provided without charge by an officer and director. Such costs are not
      significant to the financial statements and accordingly, have not been reflected
      therein.











**ITEM
      13. EXHIBITS**








Exhibit
              Number
            
            SEC
              Reference
              Number
            
            Title
                of Document
            
            Location1
            
            (3)
            
            Articles
                of Incorporation
            
            Incorporated
                by reference(1)2
            
            (3)
            
            Bylaws
            
            Incorporated
                by reference(1)3
            
            (10)
            
            Letter
                of Intent dated October 7, 2004 between Ameralink, Inc. and Global
                Sports
                Entertainment Group
            
            Incorporated
                by reference(2)4
            
            (10)
            
            Letter
                of Intent dated February 22, 2006 between Ameralink, Inc. and 518
                Media,
                Inc.
            
            Incorporated
                by reference(3)5
            
            (10)
            
            Agreement
                and Plan of Merger dated August 11, 2006 among Ameralink, Inc., AMLK
                Sub
                Corp., 518 Media, Inc., and the shareholders of 518 Media,
                Inc.
            
            Incorporated
                by reference(4)6
            
            (31)
            
            Rule
                13(a) - 14(a)/15(d) - 14(a) Certification
            
            This
                filing7
            
            (32)
            
            Section
                1350 Certification
            
            This
                filing


_________________________




(1)
            Incorporated
                by reference from Ameralink's registration statement on Form 10-SB
                filed
                with the Commission on February 7, 2001, and amended March 13,
                2001.




(2)
            Incorporated
                by reference from Ameralink’s report on Form 8-K, dated as of October 7,
                2004.




(3)
            Incorporated
                by reference from Ameralink’s report on Form 8-K, dated as of February 22,
                2006.




(4)
            Incorporated
                by reference from Ameralink’s quarterly report on Form 10-QSB for the
                quarter ended June 30, 2006.







13








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








Our
      financial statements for the years ended December 31, 2006 and 2005 have been
      audited by our principal accountant, Hansen, Barnett & Maxwell, who have
      also provided all income tax return preparation services during those years.
      The
      Chief Executive Officer pre-approves all audit and non-audit services prior
      to
      the performance of services by our independent accountants. The percentage
      of
      hours expended on the audit by persons other than full time, permanent employees
      of each accounting firm was zero.





**Audit
      Fees**





Aggregate
      fees billed to us during
      years ended December 31, 2006 and 2005 for professional services by our
      principal accountants, for the audit of our annual financial statements and
      the
      review of quarterly financial statements were $5,627 and $4,872, respectively.





**Audit-Related
      Fees**





There
      were no fees billed to us in the previous two fiscal years for assurance and
      related services our principal accountants that are reasonably related to the
      performance of the audit or review of our financial statements and that are
      not
      reported in the previous paragraph.





**Tax
      Fees**





Aggregate
      fees billed to us during the years ended December 31, 2006 and 2005 for
      professional services by our principal accountants for tax compliance, tax
      advice, and tax planning were $1,191 and $89, respectively.





**All
      Other Fees**





Aggregate
      fees billed during the years
      ended December 31, 2006 and 2005 for products or other services by our principal
      accountants that are not reported in the previous three paragraphs were $0
      and
      $0, respectively.























14







**SIGNATURES**







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






AMERALINK,
                INC.Dated:
                April 16, 2007
            By
            /s/
                Robert
                FreiheitRobert
                Freiheit, Chief Executive Officer and
              Chief
                Financial Officer (Principal Executive,
              Financial
                and 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.








Dated:
                April 16, 2007
            By
            /s/
                Robert
                FreiheitRobert
                Freiheit, DirectorDated:
                April 16, 2007
            By
            /s/
                Thomas J.
                ManzThomas
                J. Manz, Director













15





**AMERALINK,
      INC.**


**(A
      Development Stage Company)**







**INDEX
      TO FINANCIAL STATEMENTS**







**Page**Report
                of Independent Registered Public Accounting Firm
            F-2Balance
                Sheet - December 31, 2006
            F-3Statements
                of Operations for the Years Ended December 31, 2006 and 2005 and
                for the
                Period from December 31, 1998 (Date of Inception) through December
                31,
                2006
            F-4Statements
                of Stockholders’ Deficit for the Period from December 31, 1998 (Date of
                Inception) through December 31, 2004 and for the Years Ended December
                31,
                2005 and 2006
            F-5Statements
                of Cash Flows for the Years Ended December 31, 2006 and 2005 and
                for the
                Period from December 31, 1998 (Date of Inception) through December
                31,
                2006
            F-6Notes
                to Financial Statements
            F-7


























F-1


**H****ANSEN****,
                  B****ARNETT****&
                  M****AXWELL,
                  P.C.**A
                  Professional Corporation
              
              **Registered
                  with the Public Company**CERTIFIED
                  PUBLIC ACCOUNTANTS
              
              **Accounting
                  Oversight Board**5
                  Triad Center, Suite 750Salt
                  Lake City, UT 84180-1128Phone:
                  (801) 532-2200
                  Fax:
                    (801) 532-7944www.hbmcpas.com
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and the Shareholders
 Ameralink,
        Inc.
 
 We
        have
        audited the accompanying balance sheet of Ameralink, Inc. (a development
        stage
        company) as of December 31, 2006, and the related statements of operations,
        stockholders’ deficit and cash flows for the years ended December 31, 2006 and
        2005 and for the period from December 31, 1998 (date of inception) through
        December 31, 2006. These financial statements are the responsibility of the
        Company's management.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Ameralink, Inc. as of December
        31,
        2006 and the results of its operations and its cash flows for the years ended
        December 31, 2006 and 2005 and for the period from December 31, 1998 (date
        of
        inception) through December 31, 2006 in accordance with the U.S. generally
        accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. The Company’s capital deficit and operating
        losses raise substantial doubt about its ability to continue as a going concern.
        Management’s plans regarding those matters are also described in Note 1. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
 
 
 
 **HANSEN,
                  BARNETT & MAXWELL, P.C.**April
                  16, 2007Salt
                  Lake City, Utah






F-2




**AMERALINK,
      INC** .


**(A
      Development Stage Company)**


**Balance
      Sheet**





**December
      31, 2006**





**ASSETS****Current
                Assets**Receivable
                from attorney's trust account
            
            $
            212**Total
                Assets**
            
            $
            212**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities**Accounts
                payable
            
            $
            18,879Payable
                to officers/shareholders
            
            
            19,993Advance
                from 518 Media, Inc.
            
            
            20,000**Total
                Current Liabilities**
            
            
            58,872**Stockholders'
                Deficit**Common
                stock, $0.001 par value; 25,000,000 shares authorized; 7,000,000
                shares
                issued and outstanding
            
            
            7,000Additional
                paid in capital
            
            
            16,525Deficit
                accumulated during the development stage
            
            
            (82,185
            )**Total
                Stockholders' Deficit**
            
            
            (58,660
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            212


















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







F-3




**AMERALINK,
      INC.**


**(A
      Development Stage Company)**


**Statements
      of Operations**





**For
                the Years Ended December 31,**
            
            **For
                the period from December 31, 1998 (date of inception) through****2006**
            
            **2005**
            
            **December
                31, 2006**General
                and administrative expense
            
            $
            41,755
            
            $
            7,946
            
            $
            82,185**Net
                Loss**
            
            $
            (41,755
            )
            $
            (7,946
            )
            $
            (82,185
            )**Loss
                Per Common Share**
            
            $
            (0.01
            )
            $
            -**Weighted-Average
                Common Shares Outstanding**
            
            
            7,000,000
            
            
            7,000,000





























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

















F-4




**AMERALINK,
      INC.**


**(A
      Development Stage Company)**


**Statements
      of Stockholders' Deficit**





**Common
                Stock**
            
            **Additional
                Paid-In**
            
            **Deficit
                Accumulated During the Development**
            
            **Total
                Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Deficit****For
                the Period from December 31, 1998 (date of inception) through December
                31,
                2004:**Issuance
                of stock for cash on January 12,1999 at $0.001 per share
            
            7,000,000
            
            $
            7,000
            
            $
            -
            
            $
            -
            
            $
            7,000Contribution
                of payable to officer/shareholder to additional paid-in
                capital
            
            -
            
            
            -
            
            
            16,525
            
            
            -
            
            
            16,525Net
                loss
            
            -
            
            
            -
            
            
            -
            
            
            (32,484
            )
            
            (32,484
            )**Balance
                - December 31, 2004**
            
            7,000,000
            
            
            7,000
            
            
            16,525
            
            
            (32,484
            )
            
            (8,959
            )Net
                loss
            
            -
            
            
            -
            
            
            -
            
            
            (7,946
            )
            
            (7,946
            )**Balance
                - December 31, 2005**
            
            7,000,000
            
            
            7,000
            
            
            16,525
            
            
            (40,430
            )
            
            (16,905
            )Net
                loss
            
            -
            
            
            -
            
            
            -
            
            
            (41,755
            )
            
            (41,755
            )**Balance
                - December 31, 2006**
            
            7,000,000
            
            $
            7,000
            
            $
            16,525
            
            $
            (82,185
            )
            $
            (58,660
            )




















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














F-5




**AMERALINK,
      INC.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**




**For
                the Years**
              **Ended
                December 31,**
            
            **For
                the period from**
              **December
                31, 1998****(date
                of inception) through**
              **December
                31,****2006**
            
            **2005**
            
            **2006****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (41,755
            )
            $
            (7,946
            )
            $
            (82,185
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesChanges
                in assets and liabilities:Receivable
                from attorney's trust account
            
            
            (212
            )
            
            -
            
            
            (212
            )Increase
                in payable to officers/shareholders
            
            
            11,159
            
            
            6,830
            
            
            36,518Accounts
                payable
            
            
            10,808
            
            
            1,116
            
            
            18,879Net
                Cash Used In Operating Activities
            
            
            (20,000
            )
            
            -
            
            
            (27,000
            )**Cash
                Flows From Investing Activities**
            
            
            -
            
            
            -
            
            
            -**Cash
                Flows From Financing Activities**Proceeds
                from the sale of common stock
            
            
            -
            
            
            -
            
            
            7,000Advance
                received from 518 Media, Inc.
            
            
            20,000
            
            
            -
            
            
            20,000Net
                Cash Provided By Financing Activities
            
            
            20,000
            
            
            -
            
            
            27,000**Net
                Increase In Cash And Cash Equivalents**
            
            
            -
            
            
            -
            
            
            -**Cash
                At Beginning Of Period**
            
            
            -
            
            
            -
            
            
            -**Cash
                At End Of Period**
            
            $
            -
            
            $
            -
            
            $
            -Supplemental
                disclosure of noncash investing and financing activities:Contribution
                of payable to officer/shareholder to additional paid-in
                capital
            
            $
            -
            
            $
            -
            
            $
            16,525











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







F-6


**AMERALINK,
        INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **December
        31, 2006 and 2005**
 
 
 **NOTE
        1 - ORGANIZATION, NATURE OF OPERATIONS, CHANGE IN CONTROL, AND SUMMARY OF
        SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Organization,
        Nature of Operations, and Change in Control*** —
        Ameralink, Inc. ("the Company") was incorporated in the State of Nevada on
        December 31, 1998, organized to engage in any lawful corporate business,
        including but not limited to, participating in mergers with, and the
        acquisitions of, other companies. The Company is in the development stage
        and
        has not yet commenced any formal business operations other than organizational
        matters. On March 31, 2004, two individuals acquired 99.6% of the stock of
        the
        Company from shareholders of the Company for $225,000. At this time, control
        of
        the Company was transferred to a new board of directors. The change of control
        does not constitute a business combination or reorganization, and consequently,
        the assets and liabilities of the Company continue to be recorded at historical
        cost. The Company continues to seek merger and/or acquisition candidates.
 
 ***Use
        of Estimates*** —
The
        financial statements are prepared in accordance with accounting principles
        generally accepted in the United States of America. Those standards require
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and the disclosure of contingent assets and liabilities
        at the date of the financial statements. They may also affect the reported
        amounts of revenues and expenses during the reporting period. Actual results
        could differ from those estimates.
 
 ***Income
        Taxes*** —
        Deferred tax assets and liabilities are determined based on temporary
        differences between financial reporting and tax bases of assets and liabilities
        and on the amount of operating loss carryforwards, and are measured using
        the
        enacted tax rates and laws that will be in effect when the temporary differences
        and carryforwards are expected to reverse. An allowance against deferred
        tax
        assets is recorded when it is more likely than not that such tax benefits
        will
        not be realized.
 
 ***Business
        Condition*** - The
        accompanying financial statements have been prepared in accordance with U.S.
        generally accepted accounting principles, which contemplate continuation
        of the
        Company as a going concern. However, the Company has incurred losses since
        its
        inception and has not yet established profitable operations. These factors
        raise
        substantial doubt about the ability of the Company to continue as a going
        concern. In this regard, management’s plans include merging with an operating
        company and raising additional funds to meet its ongoing expenses through
        shareholder loans or private placement of its equity securities. There is
        no
        assurance that the Company will be successful in merging with an operating
        company or raising additional capital or loans, and if so, on terms favorable
        to
        the Company. The financial statements do not include any adjustments that
        might
        result from the outcome of these uncertainties.
 
 ***Loss
        Per Share*** - Loss
        per share amounts are computed by dividing net loss by the weighted-average
        number of common shares outstanding during each period. At December 31, 2006
        and
        2005, there were no potentially dilutive common stock
        equivalents.
  F-7
  **AMERALINK,
        INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **December
        31, 2006 and 2005**
 
 
 **NOTE
        2 - AGREEMENT TO ACQUIRE 518 MEDIA, INC.**
 
 Effective
        August 11 2006, the Company entered into a definitive acquisition agreement
        to
        acquire 518 Media, Inc. (518 Media). 518 Media is a small California company
        which owns interests in various films and film distribution rights. Under
        the
        terms of the agreement, 518 Media would have taken control of the combined
        corporations, receiving 5,300,000 of the issued and outstanding shares of
        common
        stock totaling 8,557,600 shares (without taking into account the shares to
        be
        issued in a private placement). The current owners of 518 Media would have
        become the officers and directors of the Company with the addition of one
        additional board member selected by the Company’s current board of directors.
        The consummation of the transaction was subject to meeting a number of
        conditions precedent to closing. The agreement provided that the parties
        were to
        have completed the transaction by September 30, 2006, although the parties
        continued to work after that date towards meeting the conditions precedent.
        The
        agreement was formally terminated effective December 8, 2006, because the
        parties were unable to satisfy certain of the conditions required for the
        closing of the transaction.
 
 In
        connection with the agreement, 518 Media had advanced $20,000 into the trust
        account of the Company’s legal counsel to assist the Company in the payment of
        expenses in completing the acquisition. Upon termination, the agreement provided
        for the issuance of 425,000 shares of restricted common stock with piggy-back
        registration rights to 518 Media in consideration for the advance received.
        In
        March 2007, the Company instructed the transfer agent to issue 425,000 shares
        in
        satisfaction of all obligations to 518 Media.
 
 
 **NOTE
        3 - COMMON STOCK**
 
 The
        Company is authorized to issue 25,000,000 shares of common stock at $0.001
        par
        value. On January 12, 1999, the Company issued 7,000,000 shares of its $0.001
        par value common stock to the founders of the Company for cash in the amount
        of
        $7,000.
 
  **NOTE
        4 - RELATED PARTY TRANSACTIONS**
 
 Since
        the
        inception of the Company through the date of the change of control described
        above, the operating expenses of the Company were paid by the former principal
        shareholder of the Company (with the exception of expenses paid by the initial
        proceeds from the sale of common stock). The total amount paid by the former
        principal shareholder was $16,525 through the date of the change of control.
        In
        connection with the change of control, the former principal shareholder
        contributed the amount owed to him by the Company totaling $16,525 back to
        the
        capital of the Company. Since March 31, 2004, new officers and shareholders
        have
        advanced the Company $19,993 for the payment of expenses incurred since March
        31, 2004.
 
 The
        Company neither owns nor leases any real or personal property. Office services
        are provided without charge by an officer and director of the Company. Such
        costs are not significant to the financial statements and accordingly, have
        not
        been reflected therein.
 
 
  F-8
  **AMERALINK,
        INC.**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **December
        31, 2006 and 2005**
 
 
 **NOTE
        5 - INCOME TAXES**
 
 At
        December 31, 2006, the Company has net operating losses available for carry
        forward in the approximate amount of $82,000. These net operating losses
        expire
        in years through 2026. The utilization of the net operating loss carry forward
        is dependent upon the tax laws in effect at the time the net operating loss
        carry forwards can be utilized. No income tax benefit or deferred tax asset
        has
        been recorded in the financial statements because it has not yet been determined
        to be more likely than not that such tax benefits will be realized. The
        components of net deferred tax assets and liabilities were as follows at
        December 31, 2006:
 
 Deferred
                  tax asset - Operating loss carry forwards
              
              $
              27,943Valuation
                  allowance
              
              
              (27,943
              )Net
                  deferred tax asset
              
              $
              -
 
 The
        valuation allowance increased $14,197 and $2,701 during the years ended December
        31, 2006 and 2005, respectively. The following is a reconciliation of the
        income
        tax benefit computed at the statutory federal rate of 34% to income tax expense
        included in the accompanying consolidated financial statements for the years
        ended December 31, 2006 and 2005:
 
 2006
              
              2005Income
                  tax benefit at statutory rate (34%)
              
              $
              (14,197
              )
              $
              (2,701
              )Change
                  in valuation allowance
              
              
              14,197
              
              
              2,701Net
                  income tax benefit
              
              $
              -
              
              $
              -
 
 
 
        F-9