FORM 10-K

TABLE OF CONTENTS

PART I

Item 1.  Description of Business

Forward-Looking Statements

This annual report contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “could”, "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, mean Affinity Mediaworks Corp., unless otherwise indicated.

All dollar amounts in this annual report refer to US dollars unless otherwise indicated.

Overview

We were incorporated in the State of Nevada on December 17, 2007, under the name “Green Bikes Rental Corporation”.  On January 22, 2009 we changed our name to Affinity Mediaworks Corp. and on January 30, 2009 we received a new symbol for the quotation of our common stock on the OTC Bulletin Board, “AFFW.OB”.

We do not have any subsidiaries.  Our principal offices are located 455 Route 306, Suite M#2922, Monsey, New York, 10952, and our telephone number is (206) 426-5044.  Our fiscal year end is January 31.

We intend to become involved in the development, finance, sales, acquisition, distribution and marketing of high quality intellectual property devoted for the entertainment and leisure markets, through films under budgets from $4 to $8 million.  We believe that our product line will represent a timely opportunity with the potential for fast acceptance in the international marketplace.

We are also finalizing its plan to vertically integrate in all aspects of the industry, including pre and post production services.  These ancillary services are priced at a level where we can become a key provider of solutions to the independent and small film sector.  The services that we will offer will help provide a monthly revenue stream that will create an independent profit center within our organization and provide supplemental cash flow to us while our major film projects are being shot and carried to market.

To date we have entered into an agreement with Insight Film Studios/Odyssey Film Studios to Produce 12 feature films over the next year.  Insight/Odyssey is considered by many industry insiders as the largest independent film production company in Canada and one of the largest in the world.

In addition, we have entered into an agreement with Briton Ventures of the United Kingdom to produce 12 pictures with a budget cap of $10 million USD per project.  Briton Ventures will provide up to 50% of the budgets and we will provide the other 50% funding through bankable tax credits and distribution contracts.

Research and Development

We have not spent any amounts on research and development activities during the year ended January 31, 2011.  We anticipate that we will not incur any expenses on research and development over the next 12 months.  Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Intellectual Property

As of January 31, 2011 we did not own any intellectual property.

Item 1A.  Risk Factors.

Item 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

Our administrative office is located at 455 Route 306, Suite M#2922, Monsey, New York, 10952, and our telephone number is (206) 426-5044.  Our registered statutory office is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511.  

Item 3.  Legal Proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Market for Equity Securities and Other Shareholder Matters.

Market Information

On October 17, 2008, our shares began trading on FINRA’s Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) under the symbol “GBKR.”  There has been minimal trading activity to date with no trading during our last fiscal year.  On January 30, 2009 our symbol was changed to “AFFW” to reflect our name change.  There is a limited public market for our common stock.  The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock is classified as a penny stock and as such, broker dealers dealing in our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor.  The broker dealer must also obtain the written consent of purchasers to purchase our common stock.  The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock.  These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.

The following table shows the high and low prices of our common shares on the OTC Bulletin Board for each quarter within the two most recent fiscal years.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:  

Holders

As of May 12, 2011, we had approximately 47 shareholders of record and 50,355,969 outstanding shares of common stock.

Dividends

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

Securities authorized for issuance under equity compensation plans.

We currently do not have any equity compensation plans.

Recent Sales of Unregistered Securities

Recent Purchases of Equity Securities by Us and our Affiliated Purchases

As of January 31, 2011 we had not repurchased any of our common stock, and we have not publicly announced any repurchase plans or programs

Item 6.  Selected Financial Data.

Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and Result of Operations.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology including, "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this annual report.

Liquidity and Capital Resources

As of January 31, 2011, we had cash of $9 in our bank accounts and a working capital deficit of $195,374 compared to $1,049 in cash and working capital deficit of $68,293 as of January 31, 2010.  As of January 31, 2011, we had total assets of $9 and total liabilities of $195,383.  As of January 31, 2011 we have accumulated a deficit of $904,895.

From December 17, 2007 (date of inception) to January 31, 2011, we raised net proceeds of $50,830 in cash from the issuance of common stock.  $nil was raised during the year ended January 31, 2011 and $nil was raised during the year ended January 31, 2010.  

We used net cash of $1,885 in operating activities for the year ended January 31, 2011 compared to $15,086 for the year ended January 31, 2010.  

During the year ended January 31, 2011 our monthly cash requirement was approximately $157, compared to approximately $1,257 for the year ended January 31, 2010.  We expect to require a total of approximately $7,500,000 to fully carry out our business plan over the next twelve months beginning June 2011 as set out in this table:

We intend to meet our cash requirements for the next 12 months through external sources: a combination of debt financing and equity financing through private placements.  We are currently not in good short-term financial standing.  We anticipate that we may not generate any revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize.  There is no assurance we will achieve profitable operations.  We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock.

We intend to raise the funds to meet our cash requirements (approximately $7,500,000) from private placements, loans, or possibly a registered public offering (either self-underwritten or through a broker-dealer) within the next few months.  At this time we do not have any commitments from any broker-dealer to provide us with financing.  There is no guarantee that we will be successful in raising any capital.  There is no assurance that we will be able to obtain such additional funds on favorable terms, if at all.  If we fail in raising capital, our business may fail and we may curtail or cease our operations.   

Results of Operations

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on December 17, 2007 to January 31, 2011.  As of January 31, 2011, we had an accumulated deficit of $904,895.  We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future, as we do not have any operations and are presently engaged in seeking a business combination with a target business.  We anticipate that our business will incur substantial losses in the next two years.  

At this time, our ability to generate any revenues continues to be uncertain.  The auditor's report on our audited financial statements on January 31, 2011 and 2010 contains an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Expenses

From December 17, 2007 (date of inception) to January 31, 2011, our total expenses were $904,895.  The major components of our total expenses since inception to January 31, 2011 consist of: $57,723 for legal and accounting fees, $180,000 from management fees, $608,400 on loss on acquisition of note receivable, $13,132 for general and administrative, $35,846 for consulting services, $9,250 for rent and $544 for interest expense.

Our total expenses increased by $689,559 to $772,728 for the year ended January 31, 2011 from $83,169 for the year ended January 31, 2010.  The increase in total expenses was mainly due to an increase in loss on acquisition of note receivable.

Our accounting and legal fees decreased by $1,355 to $11,641 for the year ended January 31, 2011 from $12,996 for the year ended January 31, 2010, our general and administrative expenses decreased by $3,810 to $91 for the year ended January 31, 2011 from $3,901 for the year ended January 31, 2010, our consulting fees changed to $29,596 for the year ended January 31, 2011 and $3,000 from the year ended January 31, 2010, our rent costs remained constant at $3,000 for the year ended January 31, 2011 and January 31, 2010, our interest costs decreased by $272 to $nil for the year ended January 31, 2011 from $272 for the year ended January 31, 2010 and our management fees increased to $120,000 for the year ended January 31, 2011 from $60,000 for the year ended January 31, 2010.  We also incurred $608,400 on loss on acquisition of note receivable for the year ended January 31, 2011 compared to $nil for the year ended January 31, 2010.

Net Loss

For the year ended January 31, 2011 we incurred net loss of $772,728 compared to $83,169 for the year ended January 31, 2010.  From December 17, 2007 (date of inception) to January 31, 2011, we incurred an aggregate net loss of $904,895.  The net loss was primarily due to operating expenses related to accounting, audit, and legal fees as well as general and administrative expenses.  We incurred net loss of $0.02 per share for the year ended January 31, 2011 and a net loss of $0.00 per share for the year ended January 31, 2010.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Known Material Trends and Uncertainties

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from outside sources to sustain operations and meet our obligations on a timely basis, and ultimately upon our ability to attain profitability.  We have limited capital with which to pursue our business plan.  There can be no assurance that we will have sufficient resources to complete any business combination or that our future operations will be profitable after completing the business combination.

These factors raise substantial doubt about our ability to continue as a going concern.  Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.  The threat that we will be unable to continue as a going concern will be eliminated only when our revenues have reached a level that is able to sustain our business operations.

We plan to review and identify potential businesses for acquisitions or other business combinations.  Our management is unable to predict whether or when any business combination will occur or the likelihood of any particular transaction being completed on favorable terms and conditions.  We may be unable to obtain the necessary financing to complete any transactions and could financially overextend ourselves.  Acquisitions or other business combinations may present financial, managerial and operational challenges, including difficulties in integrating operations and personnel.  Any failure to integrate new businesses or manage any new transactions successfully could adversely affect our business and future financial performance.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation.  A complete summary of these policies is included in note 1 of the notes to our financial statements.  We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned.  We consider revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year.  The per share amounts include the dilutive effect of common stock equivalents in years with net income.  Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8.  Financial Statements.

FINANCIAL STATEMENTS

Affinity Mediaworks Corp.

(Formerly Green Bikes Rental Corporation)

January 31, 2011

Index

Balance Sheets as of January 31, 2011 and 2010

F-1

Statements of Operations for the year ended January 31, 2011 and 2010 and from December 17, 2007

(inception) through January 31, 2011

F-2

Statements of Cash Flows for the year ended January 31, 2011 and 2010 and from December 17, 2007

(inception) through January 31, 2011

F-3

Statement of Changes in Stockholders’ Deficit from December 17, 2007 (inception)

through January 31, 2011

F-4

Notes to the Unaudited Financial Statements

F-5 – F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

We have audited the accompanying balance sheets of Affinity Mediaworks Corp. (formerly Green Bikes Rental Corporation) (a development stage company) as of January 31, 2011 and 2010, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then  ended and for the period from December 17, 2007 (inception) through January 31, 2011.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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 audit provides 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 Affinity Mediaworks Corp. as of January 31, 2011 and 2010, and the results of its operations, changes in stockholders' deficit and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

May 20, 2011

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

(A Development Stage Company)

Balance Sheet

As of January 31, 2011 and January 31, 2010

See the accompanying summary of accounting policies and notes to the financial statements

F-1

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

(A Development Stage Company)

Statements of Operations

For the Years Ended January 31, 2011, and 2010 and from

December 17, 2007 (Inception) Through January 31, 2011

See the accompanying summary of accounting policies and notes to the financial statements

F-2

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

(A Development Stage Company)

Statements of Cash Flows

For the Years Ended January 31, 2011, and 2010 and from

December 17, 2007 (Inception) Through January 31, 2011

See the accompanying summary of accounting policies and notes to the financial statements

F-3

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Period from December 17, 2007 (Inception)

Through January 31, 2011

See the accompanying summary of accounting policies and notes to the financial statements

F-4

Affinity Mediaworks Corp.

(formerly Green Bikes Rental Corporation)

 (A Development Stage Company)

Notes to the Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company.

On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp., to increase the authorized share capital of the Company to 200,000,000 and to affect a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

BASIS OF PRESENTATION

The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

REVENUE RECOGNITION

Revenue is recognized when it is realized or realizable and earned.  Affinity considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  As of January 31, 2011 and 2010, there were no cash equivalents.

DEVELOPMENT STAGE COMPANY

The Company complies with FASB pronouncements for its characterization of the Company as development stage.

FAIR VALUE MEASUREMENTS

The Company adopted FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” at inception.  ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosure of fair value measurements.  FASB ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements.  FASB ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, FASB ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

·

Level 1.  Observable inputs such as quoted market prices in active markets.

·

Level 2.  Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and

·

Level 3.  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The FASB’s ASC Topic 825, “Financial Instruments”, became effective for the Company on January 1, 2008.  FASB ASC Topic 825 establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates.  A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date.  For the year ended January 31,2011, there were no applicable items on which the fair value option was elected.

BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year.  The per share amounts include the dilutive effect of common stock equivalents in years with net income.  Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative nongovernmental U.S. GAAP.  FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative.  These provisions of FASB ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period.  The adoption of this pronouncement did not have an impact on the Company’s financial condition or results of operations, but will impact our financial reporting process by eliminating all references to pre-codification standards.  On the effective date of this Statement, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.  

In September 2006, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  The pronouncement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  In February 2008, the FASB released additional guidance now codified under FASB ASC Topic 820, which provides for delayed application of certain guidance related to non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those years.  The Company adopted certain provisions of FASB ASC Topic 820 that were unaffected by the delay in 2008.  The implementation of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  See Note 5, Fair Value of Financial Instruments, for these additional disclosures.

In April 2009, the FASB issued guidance now codified as FASB ASC Topic 825, “Financial Instruments,” which amends previous Topic 825 guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements.  This pronouncement is effective for periods ending after June 15, 2009.  Accordingly, the Company adopted these provisions of FASB ASC Topic 825 on April 1, 2009.  The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  However, these provisions of FASB ASC Topic 825 resulted in additional disclosures with respect to the fair value of the Company’s financial instruments.  See Note 5, Fair Value of Financial Instruments, for these additional disclosures.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  This pronouncement is effective for interim or fiscal periods ending after June 15, 2009.  Accordingly, the Company adopted these provisions of FASB ASC Topic 855.  The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  However, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.  See Note 12 for this additional disclosure.

NOTE 2 - GOING CONCERN

Affinity Mediaworks' financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future.  Since inception, the Company has accumulated losses aggregating to $904,895 and has insufficient working capital to meet operating needs for the next twelve months as of January 31, 2011 all of which raise substantial doubt about Affinity’s ability to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the year ended January 31, 2011 and 2010 the Company recognized a total of $10,651 and $6,000 respectively, for donated services provided by the President and Director of the Company.

These amounts are recorded as an increase to additional paid-in capital.

During the year ended January 31, 2011 and 2010 the Company recorded $180,000 and $60,000, respectively, for accrued management fees due to the President of the Company for services rendered.

During the year ended January 31, 2011 and 2010 the Company recorded $4,250 and $3,405, respectively, due to the President for funds advanced to the Company.

During the year ended January 31, 2011 the Company agreed to issue 3,380,000 shares to a related party in exchange for an assigned note receivable of $338,000.  The shares were valued using the closing price of the Company’s common stock on the date of grant of $0.18 per share resulting in a loss on acquisition of $270,400.  The note receivable was subsequently written off due to the inability of the party to pay for the balance.

NOTE 4 - COMMON STOCK

Affinity Mediaworks issued 5,000,000 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company.  In addition, 508,300 shares of common stock was issued to the public on May 15, 2008 for $50,830.

As of January 31, 2011, the Company has a stock payable balance for $608,400 related to the note receivable of $338,000.  The note receivable was fully written off for $338,000 as the party was not able to pay for the balance.

NOTE 5 – NOTES RECEIVABLE

A note receivable for $338,000 was assigned to Affinity Mediaworks Corp. in exchange for issuing common stock for the note at $0.18 per share for the total amount of $608,400 resulting in a loss on acquisition of $270,400.  As of January 31, 2011, the Company wrote off the note with the balance of $338,000.  The write off of the note was due to inability of party to pay the balance.  The total loss resulted from this transaction is $608,400.

NOTE 6– INCOME TAXES

The Company has tax losses which may be applied against future taxable income.  The potential tax benefits arising from these loss carry forwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future.  The net operating loss carry forward was $269,899 at January 31, 2011.  The significant components of the deferred tax asset as of January 31, 2011 and 2010 are as follows:

2011

2010

Net operating loss carryforwards

$ 91,766

               $44,937

Valuations allowance

  (91,766)

(44,937)

--------------

------------

Net deferred tax asset

$ --

$ --

--------------

------------

NOTE 7– SUBSEQUENT EVENTS

We evaluated subsequent events through the date and time the consolidated financial statements were issued on May 12, 2011.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A(T).  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).  Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  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.  Due to 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, have been detected.  To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles.  Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended.  Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2011.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  We have identified the following material weaknesses.

1.

As of January 31, 2011, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.

2.

As of January 31, 2011, we did not maintain effective controls over financial statement disclosure.  Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2011, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   

Attestation Report of the Registered Public Accounting Firm

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 SEC that permit us to provide only management’s report in this annual report.

Item 9B.  Other Information.

None.

PART III

Directors and Executive Officers

Set forth below are the names, ages, terms of office and positions of our executive officers and directors.

All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify.  Officers serve at the pleasure of the Board of Director.  The directors will devote such time and effort to our business and affairs as may be necessary to perform their responsibilities.  No annual meetings.

Kirk Shaw.  Mr. Shaw has over twenty-five years experience in the film and television industries.  He is currently the C.E.O. and President of the private company Insight Film Studios.  He has held these positions since Insight's inception in 1990.  Throughout his career he has worked directly on over 80 Movies of the Week, eight theatrical features, four dramatic series and five documentary series.  Among Mr. Shaw's most recent film credits are, "Battle in Seattle", with Charlize Theron, "While She Was Out", with Kim Basinger and "Blonde and Blonder", with Pamela Anderson.  Mr. Shaw also has three television series premiering on US networks in primetime this year, "Painkiller Jane," "Blood Ties" and "The Two Coreys".  Mr. Shaw is not an officer or director of any other reporting company.

Board of Directors and Director Nominees

We do not have a nominating committee of the Board, since the Board as a whole selects individuals to stand for election as members.  Since the Board does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of the security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission.  The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders.  Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation.  If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

Among the factors that the Board considers when evaluating proposed nominees are their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions.  The Board may request additional information from each candidate prior to reaching any determination.  The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Director Independence

Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Audit Committee

The functions of the audit committee are currently carried out by our Board of Directors.  Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee.  The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.

Significant Employees

Other than our sole officer and directors, we do not expect any other individuals to make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers or directors.

No Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a).  As we do not have any securities registered under Section 12 of the Securities Exchange Act of 1934, none of our Reporting Persons are required to file reports of ownership and changes in ownership with the SEC.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.

Item 11.  Executive Compensation.

The following table sets forth, as of January 31, 2011, the compensation paid to our President and Chief Executive Officer and our Chief Financial Officer during the last two completed fiscal years.  No other officers or directors received annual compensation in excess of $100,000 during the last two completed fiscal years.

We have made no grants of stock options or stock appreciation rights from December 17, 2007 (inception) to January 31, 2011.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors.  The Board as a whole determines executive compensation.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended January 31, 2011.

We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors.  The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.  No director received and/or accrued any compensation for services as a director, including committee participation and/or special assignments.

Change of Control

As of May 12, 2011 we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions.  The Board of Directors as a whole participates in the consideration of executive officer and director compensation.

Compensation Committee Report

Our Chief Financial Officer and Chief Executive Officer has reviewed the Compensation Discussion and Analysis and the requirements pertaining to this item.  She has determined that no disclosure is necessary as we have not adopted any compensation programs and we have approved that a statement to that effect be disclosed in this Form 10-K.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of January 31, 2011 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five per cent of our outstanding shares of common stock, each director and all executive officers and directors as a group.  

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right.  The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2)

Based on 50,355,969 issued and outstanding shares of common stock as of May 12, 2011.

(3)

Scott Cramer is our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a Director

(4)

Kirk Shaw is our director.

Item 13.  Certain Relationships and Related Transactions.

During the year ended January 31, 2011, we had not entered into any transactions with our sole officer and director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

Item 14.  Principal Accountant Fees and Services.

Audit and Non-Audit Fees

The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors in connection with the audit of our financial statements for the years ended January 31, 2011 and 2010, and any other fees billed for services rendered by our auditors during these periods.

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually.  The Board, acting as the audit committee, pre-approved all audit related services for the year ended January 31, 2011.

Item 15.  Exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of 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.