UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-K
 (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,
2008
 
 [   ]
              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.(Exact
      name of registrant as specified in its charter)Nevada
                      
                      86-1010347(State
      or other jurisdiction of incorporation or organization)
                      
                      (I.R.S.
      Employer Identification No.)1940
      Zinfandel Drive, Suite R, Rancho Cordova, CA
                      
                      95670(Address
      of principal executive offices)
                      
                      (Zip
      Code)
 
 Registrant's
telephone number, including area code  (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)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act Yeso  Nox
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act Yeso  Nox
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yesx  Noo
 
 Indicate
by check mark if  disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
 
 Large
      accelerated filer  [  ]
                Accelerated
      filer  [  ]
                Non-accelerated
      filer  [  ]
                Smaller
      reporting
company  [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yesx  Noo
 
 The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as of June 30, 2008 (the last business day of the registrant’s most
recently completed second fiscal quarter) was not determinable because the
common stock does not trade on any market.
 
 As of
April 8, 2009, the registrant had 7,425,000 shares of its common stock, par
value $0.001 per share, issued and outstanding.
  
  
 TABLE
OF CONTENTS
  
 
 
 Item Number and
      Caption
                                              PagePART
      I1.
                                              Business
                                              21A.
                                              Risk
      Factors
                                              51B.
                                              Unresolved
      Staff Comments
                                              62.
                                              Properties
                                              63.
                                              Legal
      Proceedings
                                              64.
                                              Submission
      of Matters to a Vote of Security Holders
                                              6PART
      II5.
                                              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                              76.
                                              Selected
      Financial Data
                                              77.
                                              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                              77A.
                                              Quantitative
      and Qualitative Disclosures About Market Risk
                                              98.
                                              Financial
      Statements and Supplementary Data
                                              99.
                                              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                                              99A(T).
                                              Controls
      and Procedures
                                              99B.
                                              Other
      Information
                                              10PART
      III10.
                                              Directors,
      Executive Officers and Corporate Governance
                                              1111.
                                              Executive
      Compensation
                                              1312.
                                              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                              1313.
                                              Certain
      Relationships and Related Transactions, and Director
      Independence
                                              1314.
                                              Principal
      Accounting Fees and Services
                                              14PART
      IV15.
                                              Exhibits,
      Financial Statement Schedules
                                              15SIGNATURES
                                              16
  
  DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
  This
Report, including any documents which may be incorporated by reference into this
Report, contains “Forward-Looking Statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  All statements other than
statements of historical fact are “Forward-Looking Statements” for purposes of
these provisions, including our plans regarding a merger or
acquisition.  All Forward-Looking Statements included in this document
are made as of the date hereof and are based on information available to us as
of such date.  We assume no obligation to update any Forward-Looking
Statement.  In some cases, Forward-Looking Statements can be
identified by the use of terminology such as “may,” “will,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,”
or the negative thereof or other comparable terminology.  Although we
believe that the expectations reflected in the Forward-Looking Statements
contained herein are reasonable, there can be no assurance that such
expectations or any of the Forward-Looking Statements will prove to be correct,
and actual results could differ materially from those projected or assumed in
the Forward-Looking Statements.  Future financial condition and
results of operations, as well as any Forward-Looking Statements are subject to
inherent risks and uncertainties, including any other factors referred to in our
press releases and reports filed with the Securities and Exchange
Commission.  All subsequent Forward-Looking Statements attributable to
the company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements.  Additional factors that may
have a direct bearing on our operating results are described under Item 1A Risk
Factors and elsewhere in this report.
  Introductory
Comment
  Throughout
this Annual Report on Form 10-K, the terms “we,” “us,” and “our,” refer to
Ameralink, Inc., a Utah corporation.
  1
  PART
I
 
 
 
 ITEM
1.  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-Q and annual reports on Form 10-K.
 
 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.
  2
  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.
  3
  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 stockholders will no longer be in
our control. In addition, it is likely that our officers and directors 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-K are advised to determine if we have subsequently
filed a Form 8-K.
  4
  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
1A.  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:
 
 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 full 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.
  5
  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.
 
 
 
 ITEM
1B.  UNRESOLVED STAFF COMMENTS
 
  Not
applicable.
 
 
 
 ITEM
2.  PROPERTIES
 
  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.
  6
  PART
II
 
 
 
 ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
 
  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.
 
 We did
not repurchase any of its shares during the fourth quarter of the fiscal year
covered by this report.
 
 
 
 ITEM
6.  SELECTED FINANCIAL DATA
  
 
 This item
is not applicable to a “smaller reporting company” as defined in Item 10(f)(1)
of SEC Regulation S-K.
 
 
 
 ITEM
7.  MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  
 
 Overview
 
 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.
  7
  
 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-K.  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.
 
 Results
of Operations
 
 We are
still a development-stage company and have not had revenues from our operations
or reached the level of our planned operations.  Our general and
administrative expenses were $9,675 and $11,391 for the years ended December 31,
2008 and 2007, respectively.  General and administrative expenses
principally consist of those costs required to maintain our corporate existence,
and to meet our statutory requirements as a small public reporting
company.  Such costs include legal fees, accounting fees, auditing
fees, transfer agent costs, and other fees for filing our reports with the
Securities and Exchange Commission.
 
 Liquidity
and Capital Resources
 
 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.
 
 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.
 
 We have
no off-balance sheet arrangements as defined in Item 303(a) of Regulation
S-K.
  8
  
 
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
 
  This item
is not applicable to a “smaller reporting company” as defined in Item 10(f)(1)
of SEC Regulation S-K.
  
 
 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 The financial statements are set forth
immediately following the signature page beginning on page F-1.
 
 
 
 ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
 
  None.
   
 
 ITEM
9A(T).  CONTROLS AND PROCEDURES
 
  Evaluation Of Disclosure
Controls.
 
 Our
management evaluated the effectiveness of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act)
Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual
report, as required by paragraph (b) of Exchange Act Rules 13a-15 or
15d-15.
 
 Based on
that evaluation, we have concluded that as of the end of the period covered by
this annual report, our disclosure controls and procedures are effective at a
reasonable assurance level in ensuring that information required to be disclosed
by us in our reports is recorded, processed, summarized and reported within the
required time periods.  The foregoing conclusion is based, in part, on
the fact that we are a small public company in the development stage, with no
current revenues and no employees. In addition, we outsource all of our
accounting and bookkeeping functions to a third-party accounting
firm.
 
 Management's Annual Report On
Internal Control Over Financial Reporting.
 
 Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process to provide reasonable assurance regarding the reliability of our
financial reporting for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes
policies and procedures that: (i) pertain to maintaining records that in
reasonable detail accurately and fairly reflect our transactions; (ii) provide
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements and that receipts and expenditures of company assets
are made in accordance with management authorization; and (iii) provide
reasonable assurance that unauthorized acquisition, use or disposition of
company assets that could have a material effect on our financial statements
would be prevented or detected on a timely basis. Because of its inherent
limitations, internal control over financial reporting is not intended to
provide absolute assurance that a misstatement of our financial statements would
be prevented or detected.
  9
 
 As of the
end of the period covered by this annual report, our disclosure controls and
procedures are effective at a reasonable assurance level in ensuring that
information required to be disclosed by us in our reports is recorded,
processed, summarized and reported within the required time periods. The
evaluation of our internal controls over financial reporting was based on the
framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
 
 Limitations on the Effectiveness of
Internal Controls.Our management does not expect that our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our internal controls over financial reporting are designed to
provide reasonable assurance of achieving our objectives.  We have
concluded that our internal controls over financial reporting are effective at
that reasonable assurance level.  Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.
 
 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, 2008 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permits us to provide only management’s report in this annual
report.
 
 
 
 ITEM
9B.  OTHER INFORMATION
  
 
 None
 
  10
  PART
III
 
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
  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
              
              55
              
              Chairman,
      Board of Directors, Chief Executive Officer, Chief Financial
      Officer
              
              April
      1, 2004Thomas
      J. Manz
              
              59
              
              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 55, 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 59, 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.
  11
 
 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, 2008 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, 2008, 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
 
 *
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.
  12
  
 ITEM
11.  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.
 
 Furthermore,
our directors have not received any compensation for their services rendered,
and has not earned any compensation pursuant to any agreement with
us.
 
 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
12.  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 March 31, 2009, 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
                OwnershipRobert
      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%
 
 
 
 
 ITEM
13.  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 $46,496 for the payment of
expenses through December 31, 2008.
  13
 
 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.
 
 Our
directors are not independent under independent standards applicable to
us.




ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES










Our
financial statements for the years ended December 31, 2008 and 2007 have been
audited by our principal accountant, Hansen, Barnett & Maxwell, P.C.,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, 2008 and 2007 for professional
services by our principal accountants, for the audit of our annual financial
statements and the review of quarterly financial statements were $4,901 and
$6,052, 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, 2008 and 2007 for
professional services by our principal accountants for tax compliance, tax
advice, and tax planning were $568 and $615, respectively.





All
Other Fees





Aggregate
fees billed during the years ended December 31, 2008 and 2007 for products or
other services by our principal accountants that are not reported in the
previous three paragraphs were $0 and $0, respectively.




14





PART
IV








ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES







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.







15











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
      14, 2009
                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
      14, 2009
              By
              /s/
      Robert FreiheitRobert
      Freiheit, DirectorDated:  April
      14, 2009
              By
              /s/
      Thomas J. ManzThomas
      J. Manz, Director








16











AMERALINK,
INC.


(A
Development Stage Company)











INDEX
TO FINANCIAL STATEMENTS











PageReport
      of Independent Registered Public Accounting Firm
                        F-2Balance
      Sheets – December 31, 2008 and 2007
                        F-3Statements
      of Operations for the Years Ended December 31, 2008 and 2007 and for the
      Period fromDecember
      31, 1998 (Date of Inception) through December 31, 2008
                        F-4Statements
      of Stockholders’ Deficit for the Period from December 31, 1998 (Date of
      Inception) throughDecember 31, 2006 and for the Years Ended December 31, 2007 and
      2008
                        F-5Statements
      of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the
      Period fromDecember
      31, 1998 (Date of Inception) through December 31, 2008
                        F-6Notes
      to Financial Statements
                        F-7

















F-1





HANSEN, BARNETT& MAXWELL,
      P.C.A
      Professional Corporation
            
            Registered
      with the Public CompanyCERTIFIED
      PUBLIC ACCOUNTANTS
            
            Accounting
      Oversight Board5
      Triad Center, Suite 750Salt
      Lake City, UT 84180-1128Phone:
      (801) 532-2200
              Fax:
      (801) 532-7944www.hbmcpas.com
            
            A
      Member of the Forum of Firms







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and the Shareholders


Ameralink,
Inc.





We have
audited the accompanying balance sheets of Ameralink, Inc. (a development stage
company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ deficit and cash flows for the years ended December
31, 2008 and 2007 and for the period from December 31, 1998 (date of inception)
through December 31, 2008.  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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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,
2008 and 2007 and the results of its operations and its cash flows for the years
ended December 31, 2008 and 2007 and for the period from December 31, 1998 (date
of inception) through December 31, 2008 in accordance with 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 accumulated 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 14,
2009


Salt Lake
City, Utah





F-2


AMERALINK,  INC.(A
      Development Stage Company)Balance
      SheetsDecember
      31,
                                                                                                    
                                                                                                    
                                                                                                    December
      31,2008
                                                                                                    
                                                                                                    
                                                                                                    2007ASSETSCurrent
      AssetsReceivable
      from attorney's trust account
                                                                                                    
                                                                                                    $
                                                                                                    2
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2Total
    Assets
                                                                                                    
                                                                                                    $
                                                                                                    2
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
                                                                                                    
                                                                                                    $
                                                                                                    13,232
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    14,167Payable
      to officers/shareholders
                                                                                                    
                                                                                                    
                                                                                                    46,496
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    35,886Total Current
      Liabilities
                                                                                                    
                                                                                                    
                                                                                                    59,728
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    50,053Stockholders'
      DeficitCommon
      stock, $0.001 par value; 25,000,000 shares authorized;
      7,425,000 shares issued and outstanding
                                                                                                    
                                                                                                    
                                                                                                    7,425
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    7,425Additional
      paid-in capital
                                                                                                    
                                                                                                    
                                                                                                    36,100
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    36,100Deficit
      accumulated during the development stage
                                                                                                    
                                                                                                    
                                                                                                    (103,251
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (93,576
                                                                                                    )Total Stockholders'
      Deficit
                                                                                                    
                                                                                                    
                                                                                                    (59,726
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (50,051
                                                                                                    )Total Liabilities and
      Stockholders' Deficit
                                                                                                    
                                                                                                    $
                                                                                                    2
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2







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





F-3


AMERALINK,
      INC.(A
      Development Stage Company)Statements
      of OperationsFor
      the period fromDecember
      31, 1998For
      the Years Ended
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        (date
      of inception)December
      31,
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        through2008
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        2007
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        December
      31, 2008General
      and administrative expense
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        9,675
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        11,391
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        103,251Net
      Loss
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        (9,675
                                                                                                                                                        )
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        (11,391
                                                                                                                                                        )
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        (103,251
                                                                                                                                                        )Basic
      and Diluted Loss PerCommon
      Share
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        -
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        -Weighted-Average
      CommonShares
      Outstanding
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        7,425,000
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        7,330,685







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





F-4


AMERALINK,
      INC.(A
      Development Stage Company)Statements
      of Stockholders' DeficitFor
      the Period from December 31, 1998 (Date of Inception) through December 31,
      2006,and
      for the Years Ended December 31, 2007 and 2008DeficitAccumulatedAdditional
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            During
      the
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            TotalCommon
      Stock
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Paid-In
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Development
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Stockholders'Shares
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Amount
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Capital
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Stage
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            DeficitDecember
      31, 1998 (date of inception)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -Issuance
      of stock for cash on January 12,1999
      at $0.001 per share
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,000,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,000Contribution
      of payable to officers/shareholders
      to additional paid-incapital
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            16,525
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            16,525Net
      loss
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (82,185
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (82,185
                                                                                                                                                                            )Balance
      - December 31, 2006
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,000,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            16,525
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (82,185
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (58,660
                                                                                                                                                                            )Issuance
      of stock on March 22, 2007 insatisfaction
      of obligations to 518 Media
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            425,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            425
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            19,575
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            20,000Net
      loss
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (11,391
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (11,391
                                                                                                                                                                            )Balance
      - December 31, 2007
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,425,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,425
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            36,100
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (93,576
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (50,051
                                                                                                                                                                            )Net
      loss
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (9,675
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (9,675
                                                                                                                                                                            )Balance
      - December 31, 2008
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7,425,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            7,425
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            36,100
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (103,251
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (59,726
                                                                                                                                                                            )





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





F-5


AMERALINK,
      INC.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the period fromDecember
      31, 1998For
      the Years Ended
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (date
      of inception)December
      31,
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              through2008
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2007
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              December
      31, 2008Cash
      Flows From Operating ActivitiesNet
      loss
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (9,675
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (11,391
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              (103,251
                                                                                                                                              )Adjustments
      to reconcile net loss to netcash used in operating activitiesChanges in assets and liabilities:Receivable
      from attorney's trust account
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              210
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (2
                                                                                                                                              )Accounts
      payable
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              9,675
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              11,181
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              76,253Net
      Cash Used In Operating Activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (27,000
                                                                                                                                              )Cash
      Flows From Investing Activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Cash
      Flows From Financing ActivitiesProceeds
      from the sale of common stock
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              7,000Advance
      received from 518 Media, Inc.
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              20,000Net
      Cash Provided By Financing Activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              27,000Net
      Increase In Cash And Cash Equivalents
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Cash
      At Beginning Of Year
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Cash
      At End Of Year
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -Supplemental
      disclosure of noncash investing and financing activities:Settlement
      of liability to 518 Media, Inc. by issuance of 425,000
      shares of common stock
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              20,000
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              20,000Contribution
      of payable to officer/shareholder toadditional paid-in capital
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              16,525Accounts
      payable paid by increase in payable toofficers/shareholders
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              10,610
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              15,893
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              63,021





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, 2008 and 2007








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 that time, control of the Company was transferred to a
new board of directors.  The change of control did not constitute a
business combination or reorganization, and consequently, the assets and
liabilities of the Company continued 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, 2008 and 2007, there were no potentially
dilutive common stock equivalents.





Fair Values of
Financial Instruments –Due to their
near-term nature, the amounts reported as receivable from attorney’s trust
account, accounts payable, and payable to officers/shareholders are considered
to be reasonable approximations of their fair values.








F-7





AMERALINK,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2008 and 2007








Recently Issued
Accounting Statements – In September 2006, the Financial Accounting
Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements(SFAS
157).  SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. This statement is effective for the
Company’s fiscal year beginning January 1, 2008 for financial assets and
liabilities and January 1, 2009 for non-financial assets and
liabilities.  The adoption of SFAS 157 for financial assets and
liabilities on January 1, 2008 did not have a material impact on the
Company’s financial statements.  Management is currently evaluating
the impact of SFAS 157 for non-financial assets and liabilities, if any, on the
reporting of its financial position and results of operations.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141(R)), which replaces SFAS 141, Business
Combinations.  SFAS 141(R) retains the underlying concepts of
SFAS 141 in that all business combinations are still required to be accounted
for at fair value under the acquisition method of accounting, but SFAS 141(R)
changed the method of applying the acquisition method in a number of significant
aspects. Acquisition costs will generally be expensed as incurred;
noncontrolling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date; restructuring costs
associated with a business combination will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
income tax uncertainties after the acquisition date generally will affect income
tax expense. SFAS 141(R) is effective on a prospective basis for all business
combinations for which the acquisition date is on or after the beginning of the
first annual period subsequent to December 15, 2008, with the exception of
the accounting for valuation allowances on deferred taxes and acquired tax
contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to
valuation allowances on deferred taxes and acquired tax contingencies associated
with acquisitions that closed prior to the effective date of SFAS 141(R) would
also apply the provisions of SFAS 141(R). Early adoption is not
permitted.  Management is currently evaluating the effects, if any,
that SFAS 141(R) may have on the Company’s financial
statements.  Management does not expect that it will have any
immediate effect on the Company’s financial statements; however, the revised
standard will govern the accounting for any future business combinations that
the Company may enter into.








NOTE
2 – 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.





Effective
August 11 2006, the Company entered into a definitive acquisition agreement to
acquire 518 Media, Inc. (518 Media).  The consummation of the
transaction was subject to meeting a number of conditions precedent to
closing.  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.





F-8





AMERALINK,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2008 and 2007








NOTE
3 – 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 $46,496 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.








NOTE
4 – INCOME TAXES





At
December 31, 2008, the Company has net operating losses available for carry
forward in the approximate amount of $103,000.  These net operating
losses expire in years through 2028.  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, 2008:




Deferred
      tax asset - Operating loss carry forwards
                                  
                                  $
                                  35,105Valuation
      allowance
                                  
                                  
                                  (35,105
                                  )Net
      deferred tax asset
                                  
                                  $
                                  -





The
valuation allowance increased $3,290 and $3,873 during the years ended December
31, 2008 and 2007, 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 financial statements for the years
ended December 31, 2008 and 2007:




2008
                      
                      
                      2007Income
      tax benefit at statutory rate (34%)
                      
                      $
                      (3,290
                      )
                      
                      $
                      (3,873
                      )Change
      in valuation allowance
                      
                      
                      3,290
                      
                      
                      
                      3,873Net
      income tax benefit
                      
                      $
                      -
                      
                      
                      $
                      -





F-9