SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 20-F

VIRTUAL MEDIA HOLDINGS INC.

FILE NO. 333-70836

o
        REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE  SECURITIES EXCHANGE ACT OF 1934


OR

x
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended: JUNE 30, 2007


OR

o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, for the transition period from


OR

o
        SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


VIRTUAL MEDIA HOLDINGS INC.

(Exact name of registrant as specific in its charter)

Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)

40218 Wellsline Road

Abbotsford, British Columbia

Canada V3G 2K7

(Address of principal executive offices, including Postal Code)

Registrants area code and telephone number:(604) 807 4957

Name of each exchange on which registered: None

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

Title of each class: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Title of each class: Common Stock

The number of shares of common stock outstanding at December 18, 2007 is96,347,042

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.xYESoNO

Indicate by check mark which financial statement item the registrant has elected to follow:

xITEM 17oITEM 18

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

xYESoNO

EXHIBIT INDEX BEGINS ON PAGE        .









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INTRODUCTION

We were incorporated pursuant to the Company Act (British Columbia) on August 24, 1989. We are a Internet based sales company engaged sale of products over the Internet. We commenced operations on August 24, 1989.

We publish our financial statements expressed in US Dollars and prepare a compilation statement to comply with U.S. GAAP. In this document, references to US dollars or US$ are to the currency of the United States of America.

Our fiscal year ends on June 30 of each year. References in this document to a particular year are to the fiscal year unless otherwise indicated.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A. Directors and Senior Management

The name, age and position held by our directors and officers is as follows:



Name and Address
        
        Age
        
        Position(s)James Carroll
        
        age 57
        
        Chief Executive Officer, Treasurer, Member of the Board of Directors40218 Wellsline RoadAbbotsford BCCanada V3G 2K7Slawomir Kownacki
        
        age 31
        
        President and a Member of the Board of Directors1210 London StreetNew Westminster BCCanada V3M 2Z6Leonard J Klassen
        
        age 68
        
        Member Board of Directors17550 Ocean Park RoadSurrey BC V4A 3M1






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B. Advisors

None

C. Auditors

Our auditor is:

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

1500 - 1140 West Pender Street

Vancouver, British Columbia V6E 4G1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. Selected Financial Data

Selected Consolidated Financial Data

Our financial statements are not included herein at this time. We anticipate filing them by the end of January 2008. The reason for this delay is that a forensic audit is being completed by Greg Draper, CGA, CFE Forensic Services , Meyers Norris Penny LLP.

300, 622 - 5th Ave. S.W. Calgary Alberta Canada T2P 0M6 (phone 403 263 3385).

This is being done at the request of our auditors Dale Matheson Carr-Hilton Lebonte as their audit could not fully answer all outstanding issues.

B. Capitalization and Indebtedness

Financial information as at June 30, 2007 and June 30, 2006 are unavailable at the present time. We anticipate filing an amendment to this Form 20-F once the forensic audit is completed, including the information required by this item.

C. Reason for the Offer and Use of Proceeds

Not applicable





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D. Risk Factors

1.Because our auditors have issued a going concern opinion, we may not be able to achieve our objective.Our auditors have issued a going concern opinion. This means that there is doubt that we can continue as an ongoing business for the next twelve months if we do not generate sufficient revenues to support our plan of operation or raise new capital.

2.We have a incurred continual operating losses which may continue into the future.We have suspended our sales operations as they where unprofitable and we are currently working to bringing in a new line of products that will be profitable. We began operating in 2001. Our operating losses continue and may continue into the future. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:


        our ability to obtain new products to sell that will provide sufficient margins to be profitable.



        our ability to continue generate revenues and traffic to our websites.



        our ability to maintain an ongoing relationship with linked sales sites.



        our ability to reduce our operational costs.



        our ability to raise capital to aid in our expansion plans.


Based upon current plans, we expect to incur any further operating losses in future periods. We cannot guarantee that we will be successful in generating sufficient revenues in the future to cover all our costs. Failure to do so could cause us to go out of business.

3.If we dont raise additional capital we may go out of business.We are in the early stage of growth and need additional capital in order to stabilize our operations. If we are unable to raise additional capital we may have to suspend expansion plans until we do or go out of business.

4.We have conducted limited in-house market research, but there is uncertainty that we will be successful in securing new products for sale.We are conducting ongoing market research. If there is not sufficient demand for our products, or we can not remain competitive, it is possible that we may never make a profit. If we do not make a profit in the foreseeable future, we may be unable to continue operations.





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5.Because we are small and do not have much capital, we must limit our operations.Because we must limit our operations, it will be more difficult to generate revenues and generate a profit. If we do not make a profit in the foreseeable future, we may be forced to cease operations.

6.Because we have no insurance, we may have to cease operations if we suffer any losses or are sued for any reason.We do not have any insurance of any kind. As a result, if we suffer a casualty loss or are sued for any reason, we will not have money to pay the damages and may have to cease operations.

7.Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them.This means that investors may have difficulty in reselling shares and this may cause the price of the shares to decline. Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive a written agreement prior to making a sale to an investor. Because of the imposition of the foregoing additional sales practices, it is possible that brokers
will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

ITEM 4. INFORMATION ON THE COMPANY

A.
        History and Development


We were incorporated in the Province of British Columbia on August 24, 1989. From incorporation in August 1989 until August 1999, the Companys only operation consisted of developing an Internet web-site. The web-site was developed by our past president. In August 1999, we changed our name to VMH VideoMovieHouse.com Inc. and become operational on May 15, 2001. Until October 2005 the company was heavily reliant upon revenues from direct sales of its own DVD and VHS format video products as a third party seller on other companys websites while at the same time selling movies on its own website.

The Company changed its name to Virtual Media Holdings Inc on May 18, 2006, and became the operator of a website that allowed other companies to sell their products on our website for a commission based on a percentage of the sale. As the commissions were not sufficient to cover operating costs we discontinued the program.

Currently we are in negotiations to purchase a private company that has patented products with good cash flow and a potential market that is world wide. Should this merger prove to be unsuccessful we will look to acquire another product line.





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B.
        Business Overview


We have temporarily suspended active selling over the Internet until we complete the forensic audit and settled outstanding legal issues with previous officers, directors and a former employee. We currently have a new website under development that will be launched upon settlement of outstanding accounting and legal issues.

On May 18, 2006, we changed our name to Virtual Media Holdings Inc. as it was felt that this change in name would better reflect our direction to selling products over the Internet, as the old name referred to only movies. The new name reflects the fact that we are now selling all media products over the internet.

During the fiscal year ending June 30, 2007, we have used the limited capital available to cover legal and accounting expenses to resolve issues left over from previous management. Due to lack of capital and not being in a position to raise substantial capital due to these issues, our business has suffered and income is non existent.

Related Events

On August 9, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective.

On September 1, 2002, we spun off 14,221,750 shares of common stock to shareholders of First American Scientific Corp. (FASC), our then parent corporation.

On June 23rd, 2005 we entered the online DVD rental market and began renting DVDs to customers living in the U.S.A. and Canada.

On July 27, 2005 we received NASD approval to begin trading on the over-the-counter on the Bulletin Board under the symbol VMHVF.

On December 2nd, 2005 we finalized the purchase of DVD Marketplace from Wide Open Technologies Inc. and took over the operation of DVDmarketplace.com.

On March 1, 2006, after operating and testing the online rental business for a period of 9 months, the Board of Directors unanimously voted to discontinue the renting of DVDs online.

On May 18, 2006, our was changed to Virtual Media Holdings Inc.

On June 9, 2006, our Bulletin Board symbol was changed to VMHIF

On July 11th, 2006 we launched our new website, VMHsales.com, which expanded our offerings to include books and to also have the capacity to offer various other products for sale besides media items.





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January 8, 2007 Steve Gaspar and Christopher Gaspar resign as officers and directors of the company and a new board of directors was installed.

July 2007, The Company initiated proceedings in the Supreme court of British Columbia seeking the cancellation of 34,678,993 common shares that the Company alleges were improperly issued by former management prior to January, 2007.

October 4, 2007. The Company provided a report to the SEC identifying suspected irregularities in the conduct of the Companys affairs under previous management. These matters remain the subject of the ongoing forensic audit.

November 30, 2007 a statement was made to Abbotsford Police Department file number 07-49607 outlining irregularities similar or identical to those reported to the SEC. The Police Department has forwarded the matter to the British Columbia Security Commission for their input as to the best procedure for handling the information provided.

December 11, 2007 a statement was made to Federal Bureau of Investigations in Las Vegas in regards to NSF cheque in the amount of $15,000 and certain irregularities involving shares of Virtual Media Holdings Inc by former employee and director Brian Dean Holden. The $15,000 cheque was for a private placement of one (1) million shares, Mr. Holden has refused to return the shares or make good his cheque.

Insurance

We not maintain any insurance at this time.

Employees

At present, we do not have any employees working for the company. The CEO Jim Carroll has worked full time for the company and received no compensation, however he is accruing $10,000 per month in salary owed. Slawomir Kownacki is doing work on a part time basis and will be compensated for time worked. He is currently developing the new website and will work full time once outstanding issues resolved.

Our Offices

We currently have use of an office located at 40218 Wellsline Road Abbotsford BC Canada V3G 2K7. The company is not paying for the use of this office.

C.
        Organizational Structure


Not applicable





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D.
        Property, Plants and Equipment


N/A

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Managements Discussion and Analysis of Financial Condition and Results of Operations

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this registration statement. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our financial statements are not included herein at this time. We anticipate filing an amendment to this Form 20-F once the forensic audit is completed, including the audited financial statements required by Form 20-F. Accordingly, we are unable to provide a discussion and analysis of our financial condition. Our discussion and analysis of our financial condition will provided concurrently with the filing of our financial statements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.
        Directors and Senior Management


The name, age and position held by our directors and officers is as follows:



Name and Address
        
        Age
        
        Position(s)James Carroll40218 Wellsline RoadAbbotsford BCCanada V3G 2K7
        
        age 57
        
        Chief Executive Officer, Treasurer, Member of the Board of DirectorsSlawomir Kownacki1210 London StreetNew Westminster BCCanada V3M 2Z6
        
        age 31
        
        President of and a Member of the Board of DirectorsLeonard J Klassen1755 Ocean Park RoadSurrey BC V4A 3M1
        
        age 68
        
        Member Board of Directors






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Background of Officers and Directors

Since January 8, 2007, Mr. James Carroll has been the chief executive officer, treasurer, chief financial officer and a member of the board of directors. From February 1, 2004 until July 15, 2005 Mr Carroll , was the Chief Operating Officer and a Member of the Board of Directors. Prior to this Mr Carroll was a self employed businessman 15 years after having a successful career in banking.

Mr Slawomir Kownacki has over 10 years experience in Software Development, Ranging from small stand alone applications and websites to fully developed database driven windows and web applications.

Has done numerous database driven websites, both in the social networking arena and corporate intranets.

Mr. Klassen has been a successful self employed businessman since returning to Canada in 1986. He has been involved in Real Estate Development and the Food Brokerage business. Prior to returning to Canada in 1986, he was a Vice President for a major U.S. bank. He spent 24 years in the banking industry in California and Southeast Asia.

Involvement in Certain Legal Proceedings

The Company has started proceedings to cancel 34,678,993 common shares , as disclosed above.

We are also involved in several legal actions initiated in British Columbia by Steve Gaspar, Christopher Gaspar and Stephen Gaspar who are former directors of the Company, and Stephen Gaspar and Jonathan Gaspar. These individuals seek to enforce employment contracts and stop the cancellation of shares issued in their names. We have filed countersclaims alleging breach of duty to the Company and we expect this to go to court in 2008.





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We have been sued in the State of Nevada by Brian Holden seeking to enforce an employment contract. We have entered an answer and initiated countersclaim against Mr. Holden.

Audit Committee and Charter

We have an audit committee and audit committee charter. Our audit committee is comprised of all of our officers and directors. None of directors are deemed independent. All directors also hold positions as our officers. A copy of our audit committee charter is filed as an exhibit to this report. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

We have no in-house financial expert. We utilize the services of an outside independent accountant and business consultant.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

B.
        Compensation


The following table sets forth information with respect to compensation we paid to our chief executive officer and the other highest paid executive officers (the Named Executive Officer) during the three most recent fiscal year





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Summary Compensation Table



Long Term CompensationAnnual Compensation
        
        Awards
        
        Payouts(a)
        
        
        
        (b)
        
        (c)
        
        (d)
        
        (e)
        
        (f)
        
        (g)
        
        (h)Name and Principal Position
        
        Year
        
        Salary
        
        Bonus
        
        OtherAnnualCompensation
        
        RestrictedStockAwards
        
        SecuritiesUnderlyingOptions/SARs
        
        LTIPPayouts
        
        All OtherCompensationJames Carroll
        
        2007
        
        120,000Slawomir Kownacki
        
        2007
        
        50,000






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There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors, other than our 2003, 2005 and 2005A S-8 Non-Qualified Stock Option Plans. The 2003 Non-Qualified Stock Option Plan for 15,000,000 shares has been fully exhausted, There are no outstanding unexercised options. The 2003 Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options. The 2005 Non-Qualified Stock Option Plan for 12,000,000 shares has been fully exhausted. There are no outstanding unexercised options. The 2005 Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options. The 2005A
Non-Qualified Stock Option Plan for 12,000,000 shares has been fully exhausted. There are no outstanding unexercised options. The 2005 Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options.

Future Compensation of Our Officers

For the fiscal year ending June 30, 2008, we will pay James Carroll $120,000 and Slawomir Kownacki $120,000.

Option/SAR Grants

No options/SAR grants were made during the fiscal year ended June 30, 2006.

Long-Term Incentive Plan Awards

Other than the herein described 2005 Non-qualifying Stock Option Plan, we do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.





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Compensation of Directors

For the year January 1, 2007 to December 31, 2007 all three members of the board of directors received compensation of $15,000 for serving as directors.

We do not expect to pay any salaries to our officers, except James Carroll and Slawomir Kownacki as they have been deferred until 2008.

Indemnification

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

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

Dividends

No dividend has been paid on our common shares since inception, and none is contemplated in the foreseeable future.

ITEM 8. FINANCIAL INFORMATION

A.
        Statements and Other Information


See Item 17.

B.
        Significant Changes


Not applicable





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ITEM 9. THE OFFER AND LISTING

A.
        Offer and Listing Details


We are listed for trading on the Bulletin Board owned by the National Association of Securities Dealers, Inc. under the trading symbol VMHIF. The following table sets forth the closing high and low bid prices of the common stock for each quarter within the last two years. The quotations reflect inter-dealer prices and do not represent retail mark-ups, markdowns, commissions, and may not reflect actual transactions. We were listed on the OTCBB on July 27th, 2005.



Quarter ended
        
        High Bid
        
        Low Bid2004September 30
        
        $
        0.00
        
        $
        0.00December 31
        
        $
        0.00
        
        $
        0.002005March 31
        
        $
        0.00
        
        $
        0.00June 30
        
        $
        0.00
        
        $
        0.00September 30
        
        $
        0.18
        
        $
        0.08December 31
        
        $
        0.03
        
        $
        0.026






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2006March 31
        
        $
        0.035
        
        $
        0.03June 30
        
        $
        0.05
        
        $
        0.03September 30
        
        $
        0.055
        
        $
        0.04December 31
        
        $
        0.038
        
        $
        0.0262007March 31
        
        $
        0.04
        
        $
        .0012June 30
        
        $
        0.085
        
        $
        0.024September 30
        
        $
        0.018
        
        $
        0.0075December 31
        
        $
        0.013
        
        $
        0.0055


We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 96,347,042 shares of common stock 61,918,049 are free trading and 34,428,993 are restricted securities





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Dividends

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

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customers account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the NASDs toll free telephone





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number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

The NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher
transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholders ability to resell shares of our common stock.

Securities authorized for issuance under equity compensation plans

We had authorized three equity compensation plans. The 2003 Non-Qualified Stock Option Plan for 15,000,000 shares has been fully exhausted, There are no outstanding unexercised options. The 2003 Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options. The 2005 Non-Qualified Stock Option Plan for 12,000,000 shares has been fully exhausted. There are no outstanding unexercised options. The 2005 Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options. The 2005A Non-Qualified Stock Option Plan for 12,000,000 shares has been fully exhausted. There are no outstanding unexercised options. The 2005
Non-Qualified Stock Option Plan provided for the issuance of stock options for services rendered to us. The board of directors was vested with the power to determine the terms and conditions of the options.





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Plan category
        
        Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)
        
        Weighted-averageexercise price ofoutstanding options,warrants and rights(b)
        
        Number of securitiesRemaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a) (c)Equity compensation plans approved by security holders
        
        0
        
        0
        
        0Equity compensation plans not approved by securities holders2003 Plan
        
        0
        
        0
        
        02005 Plan
        
        0
        
        0
        
        02005A Plan
        
        0
        
        0
        
        0Total
        
        0
        
        0
        
        0






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B.
        Plan of Distribution


Not applicable

C.
        Markets


Our shares are not traded on any exchanges. Our shares are quoted on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol VMHIF.

D.
        Holders


As of September 14, 2006, we had approximately 5,200 shareholders of record of our common shares.

E.
        Selling Shareholders


Not applicable

F.
        Dilution


Not applicable





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G.
        Expenses of the Issue


Not applicable

ITEM 10. ADDITIONAL INFORMATION

A.
        Share Capital


Common Stock

Our authorized capital stock consists of 200,000,000 shares of no par value common stock. The holders of our common stock:


        have equal ratable rights to dividends from funds legally available if and when as and if declared by our board of directors;



        are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;



        do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and



        are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.


All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation and the applicable statutes of the province of British Columbia for a more complete description of the rights and liabilities of holders of our securities.





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Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock Transfer Agent

Our stock transfer agent for our securities is Computershare 3rd Floor 510 Burrard Street Vancouver BC Canada V6C 3B9.Telephone 604 661 9400

U.S. Eligibility for Future Sales

Common shares issued by us in the future may be sold in the public market in the United States only if registered or if they qualify for an exemption from registration, including the exemptions described below under Rules 144, 144(k) or 701 promulgated under the Securities Act.

Rule 144

In general, under Rule 144, a person, or group of persons whose shares are aggregated, that has beneficially owned any of our common shares that are restricted securities, as defined in Rule 144, for at least one year, is entitled to sell in the United States within any three-month period commencing 90 days after the date of this prospectus a number of shares that does not exceed the greater of:



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
        1% of our common shares then outstanding, which will be approximately 135,378 shares immediately after this offering, or



        the average weekly trading volume of our common shares in the public market during the four calendar weeks immediately before the sale. Sales under Rule 144 are also subject to certain requirements as to the manner of sale, notice and availability of current public information about us.


Rule 144(k).

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner who is not one of our affiliates, is entitled to sell these shares in the United States without complying with the manner of sale provisions, availability of current public information requirement, volume limitations or notice requirements of Rule 144.

Rule 701.

In general under Rule 701, any of our employees, officers, directors, consultants or advisors who purchased or received shares from us before this offering under a compensatory stock or option plan or written agreement will be eligible to resell their shares in the United States in reliance on Rule 144. Non-affiliates will be able to sell their shares in the United States subject only to the manner of sale provisions of Rule 144. Affiliates are subject to all of the provisions of Rule 144 except that they will be able to sell their shares without compliance with the holding period requirement of Rule 144.

B.
        Memorandum and Articles of Incorporation


We have no bylaws. Under British Columbia law they are called Articles of Incorporation.

1. Our Memorandum and Articles of Incorporation do not limit in any manner our business purpose. As such, no provision relating to the same is contained in the Memorandum or Articles of Incorporation.





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2. Directors

a. A director shall disclose the nature and extent of his interest in a contract or transaction. A director shall not vote on any contract or transaction in which he is interested. The foregoing shall not apply to: (1) a loan to us which the director is guaranteeing repayment; (2) any contract or transaction for the benefit of a holding company or a subsidiary corporation of which the a director is a director; (3) any contract by a director to subscribe for or underwrite securities in which a director is interested if all the other directors are interested; (4) determining the remuneration of the directors: (5) purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or, (6) indemnification of any director.

b. Directors are empowered to vote compensation to themselves even in the absence of an independent quorum.

c. Our board of directors may from time to time on our behalf borrow money. We have no prohibition against loaning money to a director.

d. There are no provisions for retirement or non-retirement of directors under an age limit requirement.

e. There is no number of shares which must be owned for directors qualification.

f. Our Articles authorize the shareholders to set the number of directors which is currently set at four. Our directors are elected annually at our annual general meeting. If there are more than four persons nominated as directors at the annual general meeting then the four directors receiving the most votes are elected for the ensuing year.

3. Shares

a. The board of directors, may from time-to-time declare and authorize payment of dividends. No dividend will be paid otherwise than out of funds and/or assets properly available therefore. There is no time limit after which dividend entitlement lapses.

b. Each shareholder shall have one vote for each share of common stock owned by him. At each annual meeting the entire board of directors retire and shareholders shall elect an new board of directors. There are no staggered intervals and cumulative voting is not provided for.

c. Shareholders do not have the right to share in our profits.

d. Shareholders are entitled to share in any surplus upon liquidation, after the payment of all creditors and superior equity securities.

e. We may redeem any of our shares at the price and on the terms as determined by our board of directors.

f. There are no sinking fund provisions.





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g. Shareholders are not liable for further capital calls.

h. There are no provisions discriminating against any existing or prospective holder of common stock as a result of a shareholder owning a substantial number of shares of common stock.

4. No alteration shall be valid as to any outstanding shares unless the holders of the shares consent thereto or by a resolution passed by 3/4s of the outstanding shares.

5. The annual general meeting of shareholders is called by written notice mailed by the board of directors to each shareholder of record. A quorum shall be a least two persons represented at the meeting either in person or by proxy. Resolutions must be passed by a majority (ie. more than 50%) of the votes cast by shareholders at general meeting. Extraordinary (special) general meetings are called by written notice mailed by the board of directors to each shareholder of record. The quorum remains the same for Extraordinary Meetings. There are no conditions of admission to the meetings. Special resolutions are required to amend our Memorandum or Articles, Special Resolutions must be passed by 75% of the votes cast by shareholders

6. There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities, imposed by the laws of British Columbia, or our articles or other constituent document.

7. There are no provisions in our articles that would have an effect of delaying, deferring or preventing a change in our control and that would operate only with respect to any merger, acquisition or corporate restructuring involving us.

8. There are no provisions in our articles which require the disclosure of shareholder ownership.

9. The law applicable to us is not significantly different from that in the host country.

10. The conditions imposed by the articles governing changes in the capital are not more stringent than is required by law.

C.
        Material Contracts


There are no material contracts except as discussed in this registration statement.





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D.
        Exchange Controls


There are no exchange controls or other limitations which affect the sale of shares in the United States.

E.
        Taxation


Canadian Income Tax Consequences

The following summary discusses only the Canadian federal income tax considerations generally applicable to a holder (a Holder) of one or more shares of our common stock, for the purposes of the Income Tax Act (Canada) (the Tax Act) is a non-resident of Canada who holds common shares as capital property. The summary deals with the provisions of the Tax Act in force on 2/28/2005. It discusses all material matters; but might not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules. Holders and prospective holders are urged to consult with their own tax advisers with respect to their particular circumstances.

Dividends

A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the Treaty), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of our voting stock paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. We will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the
Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arms length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of our capital stock. The Canadian Venture Exchange is a prescribed stock exchange under the Tax Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was
taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate,





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including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holders taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

United States Federal Income Taxation Considerations

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation (U.S. Taxpayer) will recognize a gain or loss on the sale of our common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss will be a capital gain or capital loss if the our common shares are a capital asset in U.S. Taxpayers hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on our common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on our common shares.

Under a number of circumstances, United States Investor acquiring our shares may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of our shares will be required to file such a return. Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as us, will be treated as a passive foreign investment company if 75% or more of its gross income is





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passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. We believe that it was not a passive foreign investment company for the taxable year ended December 31, 2002 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with us, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations issued thereunder (collectively, the Tax Act or ITA) and the Canada-United States Tax Convention (the Tax Convention) as at the date of the registration statement and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.

We urge each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

F.
        Dividends and Paying Agents


Not applicable

G.
        Statement by Experts


None at this time.

H.
        Documents on Display


All material documents referred to herein have been filed as exhibits to this Form 20-F or at our office at 40218 Wellsline Road, Abbotsford, British Columbia, Canada V3G 2K7. Our telephone number is (604) 807-4957

I.
        Subsidiary Information


Not applicable





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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No Disclosure Necessary.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.
        Debt Securities


No Disclosure Necessary

B.
        Warrants and Rights


No Disclosure Necessary

C.
        Other Securities


No Disclosure Necessary

D.
        American Depository Shares


No Disclosure Necessary

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

No Disclosure Necessary

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

No Disclosure Necessary

ITEM 15. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our president, of the effectiveness of the design and operation of our disclosure controls and procedures [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report. Based upon that evaluation, our president concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.





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There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

There was no significant change in our internal control over financial reporting that occurred during our most recently completed fiscal year ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in our internal controls requiring corrective actions.

ITEM 16.

A.
        AUDIT COMMITTEE FINANCIAL EXPERT


We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.

B.
        CODE OF ETHICS


We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

C.
        PRINCIPAL ACCOUNTING FEES AND SERVICES


(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 20-F or services that are normally provided by the accountant in





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connection with statutory and regulatory filings or engagements for those fiscal years was:



2007
        
        $
        46,640
        
        DALE MATHESON CARR-HILTON LABONTE LLP$
        10,000
        
        Meyer Norris Penny LLP2006
        
        $
        10,000
        
        DALE MATHESON CARR-HILTON LABONTE LLP2005
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2006
        
        $
        8,000
        
        Williams & Webster, P.S., Certified Public Accountants2005
        
        $
        24,000
        
        Williams & Webster, P.S., Certified Public Accountants


(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:



2006
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2005
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2006
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants2005
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants






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(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



2006
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2005
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2006
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants2005
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants


(4) All Other Fees

The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



2006
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2005
        
        $
        0
        
        DALE MATHESON CARR-HILTON LABONTE LLP2006
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants2005
        
        $
        0
        
        Williams & Webster, P.S., Certified Public Accountants






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(5) Our audit committees pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountants engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full time, permanent employees was 0%.

D.
        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES


Our shares of common stock are traded on the Bulletin Board and accordingly there are no listing standard requirements for an audit committee.

E.
        PURCHASES OF EQUITY SECURITIES BY THE ISSUER/AFFILIATED PURCHASERS


Not Applicable

PART III

ITEM 17. FINANCIAL STATEMENTS

Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by a firm of Independent Public Accountants. No financial statements are included with this report. We anticipate the availability of such financial statements within the next two weeks.

ITEM 18. FINANCIAL STATEMENTS

Not applicable. Financial statements are provided under Item 17.

ITEM 19. EXHIBITS

A.
        Financial Statements of Registrant.


The following financial statements, together with the reports of our independent accountants, are filed as part of this registration statement.





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B.
        Exhibits.


The following Exhibits are incorporated herein by reference from the Registrants Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-70836 on October 3, 2001. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



Exhibit No.
        
        Document Description3.1
        
        Articles of Incorporation.3.2
        
        Amended Articles of Incorporation.3.3
        
        Amended Articles of Incorporation.3.4
        
        Special Resolution.3.5
        
        Board Resolution authorizing split on 9/20/01.3.6
        
        Board Resolution authorizing amended split on 12/20/01.3.7
        
        Board Resolution authorizing spin-off.3.8
        
        Memorandum of Articles authorizing 20,000,000 shares of common stock.3.9
        
        Board resolution authorizing amended split at 3/30/02.4.1
        
        Specimen Stock Certificate.10.1
        
        Agreement with Amazon.com.10.2
    
    Agreement with Half.com.99.1
    
    Form F-X.






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The following Exhibits are incorporated herein by reference from the Registrants Form S-8 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-106444 on June 25, 2003. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



Exhibit No.
        
        Description10.1
        
        2003 Nonqualified Stock Option Plan.


The following Exhibits are incorporated herein by reference from the Registrants Form 10-KSB filed with the Securities and Exchange Commission, on September 25, 2003. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



Exhibit No.
        
        Description14.1
        
        Code of Ethics99.1
        
        Audit Committee Charter99.2
        
        Disclosure Committee Charter


The following Exhibits are incorporated herein by reference from the Registrants Form S-8 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-127208 on August 4, 2005. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



Exhibit No.
        
        Description10.1
        
        2005 Nonqualified Stock Option Plan.




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The following Exhibits are incorporated herein by reference from the Registrants Form S-8 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-130469 on December 19, 2005. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



Exhibit No.
        
        Description10.1
        
        2005A Nonqualified Stock Option Plan.


The following exhibits are filed with this report



Exhibit No.
        
        Document Description12.1
        
        Certification of the chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1
        
        Certification by the chief executive officer and chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.






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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16th day of January 2007.



VIRTUAL MEDIA HOLDINGS INC.(Registrant)BY:
        JAMES CARROLLJames Carroll Chief Executive Officer, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and member of the Board of Directors


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



Signatures
        
        Title
        
        DateJAMES CARROLL
        
        Chief Executive Officer, 
                        Principal Executive Officer 
                        Treasurer, Principal Financial Officer 
                        and a member of the Board of Directors
        
        December 27, 2007James CarrollSLAWOMIR KOWNACKI
        
        President and a member of the Board of Directors
        
        December 27, 2007Slawomir Kownacki










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