SecProbe.io

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Mail Stop 4-6

      April 7, 2005

Mr. Alexander Vesak
American Media Systems Co.
3500 Cornett Road
Vancouver, British Columbia, V5M2H5

      RE:	American Media Systems Co.
   Registration Statement on Form SB-2
   Filed March 7, 2005
   File No. 333-123169

Dear Mr. Vesak:

      We have reviewed your filing and have the following non-
accounting comments, which are in addition to the accounting
comments
sent under separate cover on April 6, 2005.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any question you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that your website indicates you will be creating "Tools
for Tomorrow`s Retailers."  However, your disclosure only
describes
your business as creating additional Craft DVDs and selling
currently
produced Angler DVDs.  Please advise.
2. It appears from your certificate of incorporation, bylaws and
disclosure in the filing that the name of your Company is American
Media Systems Co.  However, the outside facing page of the
registration statement refers to American Media Systems Inc.
Please
revise as appropriate.

Prospectus Front Cover
3. While we note that you refer to the sale of up to 2 million
shares
and that you require a minimum amount of $50,000, please revise to
prominently indicate on the top of your prospectus front cover
that
the offering relates to the sale of a minimum of 1,000,000 shares
for
$50,000 and a maximum of 2,000,000 shares for $100,000.

Prospectus Summary, page 1
4. Please state that you have no revenues, have achieved losses
since
inception, have been issued a going concern opinion and rely upon
the
sale of your securities to fund operations.  Provide similar
disclosure under a new "General" subheading in the business
section.
5. In addition to the maximum, please include under the offering
subsection the net proceeds to American Media assuming the minimum
number of shares is sold. Consider also revising your dilution
table,
as well as your beneficial ownership table and the chart that
follows
to include the same information.
6. Finally, please include a brief discussion of the separate
investors` account that has been established to hold all proceeds
until the minimum has been reached and indicate whether there are
any
circumstances under which Mr. Hutchison would not return all
investor
funds if American Media did not receive the minimum amount.
Consider also including applicable disclosure in response to
comments
19 through 22.
Risk Factors, page 3
7. Certain of your risk factors appear to relate not to specific
risks of the Company but to your industry or business risks in
general.  For example, we note your risk factors that begin "[w]e
will be relying on third party agents..." and "[w]e face intense
competition in the market from larger more established companies."
Please revise to better explain how such risks specifically effect
the Company.
8. Consider moving your final two risk factors regarding penny
stock
issues and your ability to continue as a going concern, to the
beginning of the risk factors section, as these risks appear to be
more significant to American Media than other more general risks,
such as those relating to competition and intellectual property
concerns.  Additionally, please expand your discussion of penny
stock
risks to address issues such as how broker-dealers are less
willing
to act as market-makers in penny stocks, the higher transaction
costs
to investors associated with broker-dealers who engage in the
trading
of penny stocks and the illiquidity of the penny stock market.
To date we have not generated revenues..., page 4
9. Please revise to discuss in specific detail the fact you may
only
raise the minimum offering amount.

We conduct our business in Canadian currency ..., page 5
10. Please revise the text of this risk factor to quantify the
"significant portion" of your expenses that are incurred in
Canadian
denominated dollars.

We will be relying on third party agents ..., page 6
11. Please revise to identify the "third party agent" to whom you
refer both here and in your business section on page 16.  If the
third party agent is not Brand Specialists, please revise your
business section to discuss this additional third party agent and
ensure that any related agreements are filed as exhibits to the
registration statement.
Our President owns a controlling interest in the company..., page
6
12. Please tell us what percentage of outstanding common stock
your
president would own if you sold only the minimum number of shares
and
how the sale of such minimum amount would effect his control.

Use of Proceeds, page 7
13. Please provide your intended use of proceeds if you receive
only
the minimum amount.  Consider also including a chart that
describes
your use of proceeds if $50,000, $75,000 or $100,000 worth of
shares
is sold.
14. Please disclose the funds that will be used to compensate the
trustee, counsel, and third parties engaged in printing,
accounting
and administration if American Media does not receive the minimum
amount.
15. Please tell us the intended meaning of the term
accounting/administrative fees, as used in this section and in the
other expenses of issuance and distribution section.  We note that
$3,600 was the cost of your audit as stated on your Statement of
Operations.
16. We note from your disclosure on page 17 that "[u]pon
completion
of this offering we will hire such Transfer agent as management
determines," and that you currently do not have a transfer agent.
As
this section indicates that you will use $1400 of the proceeds
from
this offering for your transfer agent, please revise to clarify
that
you have not yet engaged the services of a transfer agent.
17. Please tell us whether you will use any of the funds to pay
down
debts, including the $1,242 owed to Mr. Vesak.

Plan of Distribution, page 8
18. Supplementally confirm your awareness of the anti-manipulation
rules concerning securities offerings.  Also provide a brief
discussion of the requirements of Regulation M.
19. Describe in all material detail the terms or procedures
devised
for the "trust account" or established to determine whether the
minimum offering conditions are satisfied.  Specifically disclose
that in order to satisfy the minimum offering requirements you
must
receive and obtain payment of any checks gathered to satisfy the
minimum within the stated offering period.  Please also disclose
who
has signature power over the account and who determines whether
the
minimum offering requirements are satisfied.  With your response,
please file a copy of any instruction, rule, or trust agreement
that
is provided to James Hutchison Attorneys at Law or any third
parties
or employees involved in administering the investor funds.  Your
account instructions and disclosure should be devised accordingly
and
should prominently define what is meant by the reference to
"receipt
of the minimum of $50,000."  Please also revise your use of
proceeds
section and other expenses of issuance section to include any
costs
associated with the trust account.
20. To the extent there is any material possibility that all or
any
portion of the investor funds might not be returned in the event
American Media does not receive the minimum amount, please include
prominent disclosure discussing such risk and outlining all
scenarios
in which this might occur.  If there are no material risks of this
type, tell us why you have reached this conclusion.
21. Please revise to disclose whether management, directors, or
affiliates thereof, may/will purchase shares in this offering in
order to reach the minimum.  If so, disclose that they will
purchase
for investment purposes only and not with the intent to resell.
If
management may acquire some of the shares offered in order to
achieve
sales of the minimum, is there a limit on the number of shares
management might acquire to achieve the minimum?
22. We note that funds will be returned without deduction.  Please
supplementally advise as to who will receive the proceeds of any
interest or conversely state that funds will be placed in a non-
interest bearing account.
23. Please reconcile the disclosure in this section that states
checks must be made payable to James Hutchison, Attorney At Law in
trust for American Media Systems Co., with your Subscription
Agreement that requests checks payable to HUTCHISON OSS-CECH
MARLATT
FOR AMERICAN MEDIA SYSTEMS CO.

Directors, Executive Officers, Promoters and Control Persons, page
10
24. We note that your Articles of Incorporation list two directors
besides Mr. Vesak and that one of these directors, Mr. Raabe,
executed the Marketing Services Agreement on behalf of American
Media.  Please tell us whether these individuals are still
directors
and provide their relationship with American Media Systems and Mr.
Vesak.  Additionally, please tell us whether they will be or were
compensated for services.
25. Please disclose the percentage of time Mr. Vesak intends to
allocate to American Media in the future.
26. Please consider disclosing in greater detail the specific
experience that Mr. Vesak has in financial accounting and
preparation
of reports under the Exchange Act.  Additionally, consider adding
a
risk factor that discusses Mr. Vesak`s financial accounting
experience, as well as any risks associated with having only one
individual perform the functions of all directors and executives.
For example, might there be risks associated with the adequacy of
disclosure controls and procedures due to the fact that American
Media is managed by a sole director/officer who will monitor and
ensure compliance with the controls that he has created?  Would
there
be risks to American Media if it lost Mr. Vesak`s services?
Revise
or advise accordingly.
27. Please supplementally confirm that Item 401(d) of Regulation
S-B
is not applicable.

Description of Securities, page 12
28. Please provide the information required by Item 202(a)(4) of
Regulation S-B.

Business, page 13
29. If the business plans discussed in this section would change
if
you received only the minimum amount, please revise to discuss how
such business plans would be affected.
30. It appears from your customer testimonials that you have been
actively selling DVDs and CD-ROMs through your websites.  Please
update your MD&A section, business section and customers
subsection
if you have had any sales to date or anticipate any sales in the
near
future. Additionally, your customers subsection states that you
have
only limited marketing efforts but we note that you advertise
online
sales through your website.  Consider revising to describe in
greater
detail the internet sales strategies you are currently using and
how
the planned online marketing campaign interacts with your direct
sales strategies.
31. Please revise your business section to disclose in greater
detail
the transaction that led to American Media`s acquisition of Mr.
Vesak`s assets. We note that Mr. Vesak sold equipment and other
items
in exchange for stock.  Further, we are aware Mr. Vesak sold the
intellectual property rights to the DVDs for $1.  Please tell us
why
no agreements are filed as exhibits.  Further, please revise your
business section to describe these agreements and disclose the
usefulness of the video and computer equipment to the business.
See
Item 101(a)(3) of Regulation S-B.
32.  We note your website for the Angler DVDs and Creative
Scrapbook
DVD provide a much more comprehensive discussion of your products.
Please consider revising this section to describe your products in
greater detail.  For example, in your Angler DVD section you could
discuss the left handed tying techniques; the resumes of Mr. Chan
or
Rowley; or the breadth of information on Stillwater fly fishing.
33. We note from your prospectus summary that the Craft College
series will be prepared for three different skill levels but it
does
not appear that any similar discussion has been provided here.
Please revise to discuss any plans regarding separates series for
different skills levels or advise.

Marketing Plan, page 14
34.  Please revise this subsection to describe in all material
detail
the Marketing Agreement with Brand Specialists.  Consider, for
example, describing the provisions of Section 2.5.b.
35. Consider revising this subsection to include your marketing
plans
as specifically tailored to the different types of retailers
described in your industry subsection.

Industry, page 14
36. We note your discussion of market forecasts and statistics
with
information provided by the Hobby Industry Association, U.S Fish
and
Wildlife Services and possibly other sources.  Please provide us
with
marked copies of the articles or reports containing the data you
cite
and set forth the dates of all cited reports.  Tell us whether
these
reports are generally available to the public without charge or at
a
nominal cost and whether you or some third party commissioned
these
surveys.  We note for example, the HIA report appears available
only
through a password protected site.

Management`s Discussion and Analysis or Plan of Operations, page
17
37. You state in the third paragraph of this section that you
believe
you will be able to raise enough money through the offering to
complete the remaining subjects in the Craft College series and
secure contracts with agents.  Please revise to disclose the basis
for this statement.  For example, we note from the disclosure
under
"Plan of Operation" that completing these tasks would require you
to
receive the maximum amount of funds from the offering.  Why do you
believe you will receive adequate funds?
38. As a follow-up to the comment above, we note from the fourth
paragraph of this section that if you raise the minimum amount, it
will satisfy your cash requirements for the next 12 months but you
will have to reduce the number of titles you complete, your
marketing
plan will be curtailed and your ability to expand the business
will
be reduced.  Please revise to better explain how $40,000 will be
adequate to support your business for the next 12 months, given
that
you have no revenues or other current sources of funding.
Additionally, provide more detail regarding how your business plan
will change if you receive only the minimum.  For example, will
you
focus more of your financing on marketing already-produced DVDs or
will you attempt to complete additional DVDs and rely on a very
limited marketing budget?
39. It appears as if the production process requires substantial
steps to ensure consistency.  Please revise to indicate whether
you
can create portions of the series programming if less than the
maximum is raised or whether you will wait until you have
sufficient
funds to create the series in its entirety.
40. Please describe any ongoing expenses, beyond large production
and
marketing expenses.  Consider such expenses as website
development,
rent costs and the costs associated with American Media becoming a
publicly reporting company and the sources of funds to be used to
pay
such costs.
Plan of Operation, page 17
41. Please revise this section to indicate a priority f