UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN MEDIA SYSTEMS CO.
(Exact name of registrant as specified in charter)
Nevada |
| 87-0736406 | ||
(State or other jurisdiction |
| (I.R.S. Employer | ||
of incorporation) | Identification No.) |
3500 Cornett Road, Vancouver, BC | V5M 2H5 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
N/A | N/A | |
Title of each class | Name of each exchange on which |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
Securities Act registration statement file number to which this form relates:333-123169 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, $0.00001 par value
Item 1. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 50,000,000 shares of common stock, $0.00001 par value. As of October 11, 2005, there were 2,000,000 common shares outstanding.
Rights and Liabilities of Common Stockholders
Dividend Rights
The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine.
Voting Rights
Each holder of the Company's common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is non-cumulative, which means that the holder of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.
Preemptive Rights
Holders of common stock are not entitled to preemptive rights.
Sinking Fund Provisions
No sinking fund provisions exist.
Further Liability For Calls
No shares of common stock are subject to further call or assessment by the issuer. We have not issued stock options as of the date of this Registration Statement.
Item 2. Exhibits.
3.1 | * Articles |
3.2 | * By-Laws etc |
4.1 | * Specimen Stock Certificate |
5.1 | * Opinion regarding legality of securities being registered and consent from Conrad Lysiak |
10.1 | * Contract with Brand Specialists LLC |
10.2 | * Purchase agreement for Craft College intellectual property |
10.3 | * Purchase agreement for Mentor Media intellectual property |
23.1 | * Consent from Conrad Lysiak |
23.2 | * Consent from Hoogendoorn Vellmer Chartered Accountants |
99.2 | * Subscription Agreement |
99.3 | * Trust instruction letter |
99.4 | * James Hutchison Trust instruction confirmation |
| * These documents have been filed with SB-2 on March 7, April 25, June 2, or June 20 2005 and have been included by reference. | |
SIGNATURES
Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN MEDIA SYSTEMS CO.
| Signature | Title | Date |
| /s/ Alexander Vesak Alexander Vesak | President, Chief Executive Officer, Chief Financial Officer, Secretary and Director | October 11, 2005 |
