Lifestyle Medical Network, Inc. – ‘10SB12G/A’ on 5/14/07

On:  Monday, 5/14/07, at 6:18pm ET   ·   As of:  5/15/07   ·   Accession #:  1214659-7-1124   ·   File #:  0-52408

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendmnet No. 4                                       35    132K 
 2: EX-23.1     Consent of Experts or Counsel                          1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      7K 

10SB12G/A   —   Amendmnet No. 4
Document Table of Contents

10SB12G/A
1st Page of 35
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
  As filed with the Securities and Exchange Commission on March 21, 2007
File No. 0-52408

 U. S. SECURITIES AND EXCHANGE
 COMMISSION Washington, D.C. 20549

Form 10-SB
 (Amendment No. 4)

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 Under Section 12(b) or (g) of The Securities Exchange Act of 1934

 Emerging Media Holdings, Inc.
(Name of small business issuer in its charter)

        Nevada                                        13-1026995
(State or other jurisdiction of                         (I.R.S. Employer  
  incorporation or organization)                      Identification Number)

 125, 31 August 1989 Str.m Suite # 5
Chisinau, MD-2012, Moldova
Phone: (373) 22 23-79-81, 23-33-86

 Address in USA:
1809 E. BROADWAY ST, SUITE 175
Oviedo, FL 32765
(407) 620 1063
 (Address and Telephone Number of principal executive offices)

 Iurie Bordian
309 Celtic Ct.
Oviedo, FL 32765
(407) 620-1063
(Name, address and phone number for agent for service)

Copies to:
Michael S. Krome, Esq.
8 Teak Court
 Lake Grove, New York, 11755
(631) 737-8381
(631) 737-8382 (fax)

Securities to be registered under Section 12(b) of the Act: none

 Securities to be registered under Section 12(g) of the Act:
 Common Stock, $.001 par value per share

10SB12G/A
2nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 Table of Contents

                                                        [Enlarge/Download Table]

Part I                                                                                        

                                                                                              
         Item 1.     Description of Business ................................................4

         Item  2.    Management's Discussion and Analysis or Plan of Operation .............10

         Item  3.    Description of Property ...............................................14

         Item  4.    Security Ownership of Certain Beneficial Owners and ...................14
                     Management                                                               

         Item  5.    Directors and Executive Officers, Promoters and .......................15
                     Control Persons                                                          

         Item  6.    Executive Compensation ................................................15

         Item  7.    Certain Relationships and Related Transactions ........................15

         Item  8.    Description of Securities .............................................16

Part II                                                                                       

         Item  1.    Market Price of and Dividends on the Registrant's Common ..............16
                     Equity and Related Stockholders Matters                                  

         Item  2.    Legal Proceedings .....................................................17

         Item  3.    Changes in and Disagreements with Accountants .........................17

         Item  4.    Recent Sales of Unregistered Securities ...............................17

         Item  5.    Indemnification of Directors and Officers .............................17

Part Financial Statements                                                                     

Part III                                                                                      

         Item  1.    Index to Exhibits .....................................................20

         Item  2.    Description of Exhibits ...............................................20

SIGNATURES                                                                                    

2 

10SB12G/A
3rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Cautionary Note Regarding Forward-Looking Statements                            

This report contains both historical and forward-looking statements. All        
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities  
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The forward-looking statements in this annual report are not based  
on historical facts, but rather reflect the current expectations of our         
management concerning future results and events.                                

The forward-looking statements generally can be identified by the use of terms  
such as "believe," "expect," "anticipate," "intend," " plan," "foresee,"        
"likely" or other similar words or phrases. Similarly, statements that describe 
our objectives, plans or goals are or may be forward-looking statements.        

Forward-looking statements involve known and unknown risks, uncertainties and   
other factors that may cause our actual results, performance or achievements to 
be different from any future results, performance and achievements expressed or 
implied by these statements. You should review carefully all information,       
including the financial statements and the notes to the financial statements    
included in this report. The following important factors could affect future    
results, causing the results to differ materially from those expressed in the   
forward-looking statements in this annual report.                               

o    the timing, impact and other uncertainties related to pending and
future acquisitions by us;                                  

o    the impact of new technologies;                                  

    o    changes in laws or rules or regulations of governmental agencies; and

o    currency exchange rate fluctuations.                             

These factors are not necessarily all of the important factors that could cause 
actual results to differ materially from those expressed in the forward-looking 
statements in this annual report. Other unknown or unpredictable factors also   
could have material adverse effects on our future results. The forward-looking  
statements in this annual report are made only as of the date of this annual    
report, and we do not have any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances. We cannot assure you  
that projected results will be achieved.                                        

3 

10SB12G/A
4th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 4th
PART I                                                                          
------                                                                          

Introductory Note                                                               
The consolidated financial statements, including the information in the notes   
thereto, as of and for the 9 months ending September 30, 2006 included in this  
Form 10 are unaudited. The consolidated financial statements for the years      
ending December 31, 2005 and December 31, 2004 are audited by Wiener, Goodman & 
Company, P.C.                                                                   

Item 1   DESCRIPTION OF BUSINESS                                                

General                                                                         

Throughout this Form 10, the terms "we," "us," "our," "AMG" and "Company" refer 
to Emerging Media Holdings, Inc., a Nevada corporation, and, unless the context 
indicates otherwise, includes our subsidiaries.                                 

We were formerly known as China Bio Health Group, Inc and were incorporated     
under the laws of the State of Nevada September 3, 2003. On June 30, 2006, we   
effectuated a share exchange (Merger) whereby we acquired all of the outstanding
interest in our wholly-owned subsidiary, Cabavarum , the 100% owner of          
Analiticmedia-Grup both Moldovan companies ("AMG"). AMG was formed in October of
1998 as a Republic of Moldova limited liability company, which is materially    
similar to a limited liability company in the United States, which we refer to  
as the U.S. AMG. has been producing and broadcasting TV programs and news       
reports primarily for the Moldovan viewers.                                     

We own 100% of the equity interest in AMG, The vast majority of our operations  
are conducted through our subsidiaries, and the following discussion of our     
business includes the business of AMG.                                          

All of our TV production and broadcasting operations are conducted in the       
Republic of Moldova, which is located between Romania and Ukraine in Eastern    
Europe. Having our production facilities in the Republic of Moldova generates   
certain challenges for us, such as:                                             

   o    Obtaining independent public authority (CCA) government approval and
  licensing relating to the operation of a business can still be
time-consuming, costly and bureaucratic.                    

o    The country's legal, regulatory and accounting systems are in the
process of transitioning to a market based system versus a  
        state-influenced system and these new systems are not yet entirely o
         consistent with international laws. The infrastructure in the country
       is relatively poor by not only U.S. standards, but Western European
standards also.                                             

  o    The majority of the parliament and the president of the country are
   current members of the Communist party, which is one of several
          political parties in the country. The Communist party won the majority
        vote in the new Moldovan parliament during the March 2005 elections.

4 

10SB12G/A
5th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 5th
o    Although an extensive legislative base and a Center for Combating
         Corruption exists in Moldova, Corruption in the federal government of
     Moldova as well as local governments is extensive and the current
       laws, regulations and penalties against corruption are not strictly
       enforced which can lead to uncertainty when working with government
personnel and agencies.                                     

All measurements referring to any financial information is reflected in U.S.    
dollars, unless otherwise noted.                                                

Our fiscal year ends on December 31, and references to "fiscal 2005" refer to   
the year ended December 31, 2005, references to "fiscal 2004" refer to the year 
ended December 31, 2004.                                                        

History of the AMG                                                              

AMG was formed in October 1998 to acquire media holdings in Moldova and         
surrounding countries and to broadcast and publish acquired and original media  
content. In 1998, AMG signed a contract with Russian Public Television ("ORT")  
to broadcast its programs in Moldova. In 1999, AMG established the newspaper    
"Vremea" and took over management of the newspaper "De Facto ". In 2002, AMG    
sold its newspaper holdings to focus on the fast growing television market.     

At the beginning of 2003 AMG held an estimated 60%-70% of the advertisement     
market of Moldova, a position confirmed by TNS GALLUP Media and AGB Nielsen     
Media Research through an official measurement of TV channels rating in Moldova.
In September of 2005, the shareholders of AMG voted to create a separate        
frequency for their television channel and give up operating on the state       
television frequency, thus giving up a large portion of the Company's revenues. 
On March 1, 2006, AMG launched its own television channel TV7 that broadcasts on
the 43rd decimetres frequency.                                                  

AMG signed a contract with the Russian television companies NTV and NTV world   
("NTV"), which are the leading television channels in Russia and owned by       
Gasprom Media. On March 6, 2006, the News Department of TV7 has begun to        
broadcast the "News Bulletin" a specialized news program.                       

Products                                                                        

EMH's products consist of programs of the Russian TV channel NTV and in-house   
production programs. NTV is a news channel. Traditionally news programs collect 
the greatest audience. NTV is the only broadcasting company in Russia that daily
prepares more than 10 news releases.                                            

        TV7 channel also produces its own news and analytical programs, such
as:                                                         
o    "Today in Moldova" in Russian;                                   
o    "Cotidian" in Romanian language;                                 

5 

10SB12G/A
6th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 6th
o    "Cotidian Exclusive" in Romanian language;                       
o    "Vedete cu sort" ("Stars in the kitchen") in Romanian language;  
o    Weather forecast in Russian and Romanian languages.              

The revenues of the company depend on placement of advertisements and           
broadcasting sponsorships.                                                      

Competition                                                                     

TV7 is among the three leaders in the industry based on commercial quotas and   
ratings. In 2006, TV7 reached the second place among other TV channels in       
Moldova, with 21.6% of the commercial quota for the Capital of Moldova and 9% of
the commercial quota for the Republic of Moldova.                               

The channel's competition in the Moldovan broadcasting market is other news     
programs and the market share indicators are based on the number of people      
watching and third party ratings. Other non state-owned news channels in Moldova
are NIT channel and Pro-TV channel, with 12.4% and 3.8% of the commercial quota 
for the Capital of Moldova and 7.7% and 2.1%, respectively, of the commercial   
quota for the country.                                                          

The Company's competitive advantage in the market is the news broadcasting and a
strong brand name. According to AGB Nielsen Media Research independent marketing
study conducted in 2006, TV7 is among the first three most popular news channels
in Moldova.                                                                     

Broadcasting                                                                    
------------                                                                    

TV7 television channel's technical base consists of a newsroom that can also be 
used as a studio for television transmissions in recordings and live broadcasts.
TV7 also has an "on-air" apparatus room, an apparatus room for creation of play 
lists, and an apparatus room for video tape editing suite and sound scoring.    

The news room has three video cameras, Sony DSR-390, DSR-500 and DSR-250, studio
pedestals Vinten, auto cues Odyssey, vision production switcher DSC 545, fader  
Beringer 16. The lighting equipment of the television channel TV7 consists of   
Logocam company projectors and Ianiro filling instruments, and suspension       
lighting instruments of Logocam Company.                                        

The camera device studio includes 4 television reporter sets of DVCAM format.   
The Television Reporter Complex is completed with Sennheizer radio systems,     
lighting instruments, jackets and other accessories.                            

The channel team is composed of 56 highly qualified employees.                  

6 

10SB12G/A
7th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 7th
Risk Factors                                                                    

Risk Factors That May Affect Our Future Results and the Market Price of Our     
Stock                                                                           

In addition to the other information set forth elsewhere in this report, you    
should carefully consider the following factors when evaluating us. An          
investment in EMG will be subject to risks inherent in our business. The trading
price of our shares will be affected by the performance of our business relative
to, among other things, our competitors, market conditions and general economic 
and industry conditions. The value of an investment in EMG may decrease,        
resulting in a loss. If any of the following risks actually occurs, our         
business, financial condition and results of future operations could suffer. In 
such case, the trading price of our shares could decline, and you could lose all
or part of your investment.                                                     

Dependence on media rules and regulations.                                      

We sell advertising time to the third parties for further resale to advertisers.
Media channels have been characterized in recent years by rapid change,         
including changes in rules and regulations. Future changes may adversely affect 
our ability to effectively sell advertising space, and thus may adversely affect
our ability to generate revenues.                                               

We depend on the services of our chief executive officer, and implementation of 
our business plan could be seriously harmed if we lost the services of our CEO. 

We depend heavily on the services of Iurie Bordian, our Chairman, Chief         
Executive Officer and President. We do not have an employment agreement with Mr.
Iurie Bordian, nor do we have a "key person" life insurance policy on Mr. Iurie 
Bordian to cover our losses in the event of his death. There can be no assurance
that our CEO will remain in his management positions with us, and the loss of   
his services would disrupt our business operations which could reduce our       
revenues and profits.                                                           

Our revenue could decline if we are unable to maintain or increase prices, there
is a general decline in the advertisements or consumers decide to purchase      
competitive products instead of our products.                                   

Our channel competes in all of the media market segments with many other        
Moldovan and foreign broadcasting companies. Advertisers purchasing decisions   
are influenced by, among other things, the perceived absolute or relative       
overall value of our channel, including its quality or pricing, compared to     
competitive products. We could also experience higher than expected selling,    
general and administrative expenses if we find it necessary to increase         
advertising or promotional expenditures, or the number of our personnel to      
maintain our competitive position, or for other reasons.                        

Integration of the business and product offerings of acquired companies could   
disrupt our business operations. We have made a few acquisitions in the recent  
year and anticipate that we may, from time to time, acquire additional          
businesses, assets or securities of companies that we believe would provide a   

7 

10SB12G/A
8th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 8th
strategic fit with our business. Any business we acquire will need to be        
integrated with our existing operations. While we have not had difficulty in the
past effectively assimilating the business or product offerings of companies we 
have acquired, there can be no assurance that we will not have difficulties     
doing so in the future. In addition, we could incur unknown or contingent       
liabilities of acquired companies. Difficulties in integrating the operations   
and personnel of the acquired companies could disrupt our business operations,  
divert management's time and attention and impair relationships with and risk   
the possible loss of key employees and customers of the acquired business. Our  
failure to adequately manage the integration of any acquisition could disrupt   
our business operations and lower our revenues and profits.                     

We depend on our trademarks and proprietary rights for a competitive advantage  
in the Moldovan market, and any failure to protect our intellectual property    
rights may damage our competitive position.                                     

Our success depends largely upon our ability to protect our current and future  
brands and products, and to defend our intellectual property rights. Competitors
infringing on our trademarks by using trademarks, trade names or trade dress    
that resemble ours will dilute our intellectual property rights, which could    
materially harm our ability to maintain or expand our sales and our future      
financial results.                                                              

It may be difficult to effect service of U.S. process and enforce U.S. legal    
process against our directors and us.                                           

We are organized under the laws of Nevada. Therefore, our stockholders are able 
to effect service of process in the U.S. upon us. However, our directors and    
almost all of our operating assets are located outside the U.S. in the Republic 
of Moldova. As a result, it may not be possible to effect service of process    
upon our directors in the Republic of Moldova, nor may it be possible to enforce
judgments of U.S. courts against these directors or our assets. Any judgments of
U.S. courts against our directors residing in the Republic of Moldova will have 
to be domesticated in the Republic of Moldova in accordance with the Moldovan   
civil code, including the code of civil procedure and related laws and          
directives approved by the Moldovan Parliament and the Plenum of the Supreme    
Court Justice of the Republic of Moldova. Original actions or actions for       
enforcement of judgments of U.S. courts predicated solely upon the laws of the  
U.S., including the U.S. federal securities laws, may not be enforceable in the 
Republic of Moldova. In addition, awards of punitive damages in actions brought 
in the U.S. or elsewhere may not be enforceable in Moldova.                     

We do not plan to pay cash dividends.                                           

Holders of our common stock are entitled to cash dividends when, as and if      
declared by the board of directors out of funds legally available for the       
payment of dividends. Our management does not anticipate the declaration or     
payments of any dividends in the foreseeable future. We intend to retain        
earnings, if any, to finance the development and expansion of our business. Our 
future dividend policy will be subject to the discretion of our board of        
directors and will be contingent upon future earnings, if any, our financial    
condition, capital requirements, general business conditions and other factors. 

8 

10SB12G/A
9th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 9th
Deterioration of the market reforms undertaken by the Moldovan government may   
undermine our ability to operate our business and predict financial performance.

The Republic of Moldova has undergone significant political and economic change 
since 1990 and any substantial change in current laws or regulations (or in the 
interpretations of existing laws or regulations), whether caused by changes in  
the government of Moldova or otherwise, could have an impact on our results of  
operations. For example, currently there are no significant limitations on the  
repatriation of profits from Moldova, and for the last ten years the government 
continuously has been improving the national economy for the liberalization, but
there is no assurance that foreign exchange control restrictions or similar     
limitations will not be imposed in the future with regard to repatriation of    
earnings and investments from the country. If such exchange control             
restrictions, or similar limitations are imposed, the ability of our U.S. parent
holding company to receive payments from its subsidiaries could be reduced,     
which would reduce our ability to invest in our operations in countries other   
than Moldova. If we are unable to invest in our non-Moldovan operations, our    
operating results could suffer which could reduce the value of our shareholders'
investment in our common stock.                                                 

There is no guarantee that the Republic of Moldova government will not exert    
greater control over media.                                                     

The Republic of Moldova became the first former republic of the USSR to elect a 
communist majority parliament and a communist president in 2001. The communist  
party also won the majority of votes during the March 2005 parliamentary        
elections, which had been recognized by US, EU and other international          
observers, thus extending its majority in the parliament until 2008. Current    
political forces in the parliament are promoting significantly greater          
government controls over the economy and in particular over media production. If
the president and parliament decide to exert additional control over media      
production, our business, financial condition and results of future operations  
could suffer. We may be required to pay additional taxes and/or fees in         
connection with our production and we may not have as much control over the     
operations of our day-to-day business operations in the Republic of Moldova.    

Changes in exchange rates could affect our financial results and management's   
ability to make financial projections.                                          

Our operations are conducted primarily in the Republic of Moldova, and the      
functional currency of our subsidiaries in Moldova is the Moldova lei. This     
exposes us to risks associated with both foreign currency translation, and      
foreign currency transactions.                                                  

While the functional currency of our operating subsidiaries is the lei, we      
report in U.S. dollars. In preparing our financial statements, the revenues and 
expenses of such subsidiaries are translated into U.S. dollars at average       
exchange rates prevailing during the period. The assets and liabilities are     
translated at the rates of exchange on the balance sheet date. The resulting    
translation gain and loss adjustments are recorded directly as a separate       
component of shareholders' equity. The amount of such gain or loss will depend  
in changes in the exchange rate between the lei and the U.S. dollar and the     
composition of our assets and liabilities in Moldova. If the U.S. dollar        
increases in value against the lei, the amount reported in U.S. dollars for     

9 

10SB12G/A
10th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 10th
assets, liabilities, revenues and expenses originally recorded in the Moldovan  
lei will decrease. Conversely, if the U.S. dollar decreases in value against the
lei, the amount reported in U.S. dollars for assets, liabilities, revenues and  
expenses originally recorded in the lei will increase.                          

Item 2   PLAN OF OPERATION                                                      

Sales and Marketing.                                                            

The year 2006 is the initial period of formation of channel TV7. During this    
period the TV channel focused on increasing its audience. As a result of our    
successful effort, according to AGB data Analysis, TV7 channel was propelled to 
the second place in the Capital of Moldova, Chisinau.                           
Next year, based on the TV viewers' data and assessment of professional TV      
market observers, channel TV7 is expected to have at least 20% commercial quota 
in Moldova. The expected turnover from the TV advertisements is likely to result
in a substantial revenue growth in the 2007 and 2008.                           

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      
OPERATIONS                                                                      

RESULTS OF OPERATIONS                                                           

The following is derived from our audited consolidated financial statements as  
of and for the fiscal years ended December 31, 2005 and 2004 and unaudited      
consolidated financial statements for the nine month ended September 30, 2006   
and 2005.                                                                       

FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,  
2004.NINE MONTHS ENDED SEPTEMBER 30,2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30,2005                                                                         

REVENUES. Revenues increased $631,448 or 27.40% to $2,937,588 for the fiscal    
year ended December 31, 2005 from $2,306,140 for the fiscal year ended December 
31, 2004. This increase was primarily due to increased sales resulting from our 
additional advertising placements in 2004 through 2005.                         

In March, 2006, AMG started a new TV project based on the contract executed with
NTV (Russian Television Company) and NTV World. As a result of the launch of a  
new TV project, and elimination of the previous business, the revenues for the  
nine months ended September 30, 2006 declined to $338,209 as compared to        
$1,896,062 during the same period of 2005. The decline in revenues was a result 
of a partial loss in advertising revenues.                                      

    COST OF SALES. Cost of Sales increased by $369,863 or 35,9 % to $1,400,293
for the fiscal year ended December 31, 2005, from $1,030,430 for the fiscal year
ended December 31, 2004. This increase was primarily due to increased sales     
resulting from our additional expenses connected to new advertising placements  

10

10SB12G/A
11th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 11th
in 2004 through 2005 as well as the increased production costs as a result of   
the Company turning over to production of higher quality broadcasting. We expect
further decrease of gross margin during 2006 due to our increasing focus on     
producing of high qualified broadcasting, which requires purchases of more      
expensive services.                                                             

Cost of Sales decreased by $378,515 or 58.4% to $269,225 for the nine months    
ended September 30, 2006, from $647,740 for the nine months ended September 30, 
2005. This reduction was primarily due to decreased sales as a result of the new
business of the company.                                                        

SELLING AND MARKETING. Selling and administrative expenses increased by $4,878  
or 5,73% to $89,900 for the fiscal year ended December 31, 2005 from $85,022 for
the fiscal year ended December 31, 2004. This increase was primarily due to     
increased overhead resulting from our additional expenses in 2004 through 2005  
as well as increased legal fees.                                                

Selling and administrative expenses decreased by $74,465 or 97.03% to $2,276 for
the nine months ended September 30, 2006, from $76,741 for the nine months      
ended September 30, 2005. This decrease was primarily due to a temporary        
reduction in our marketing budget.                                              

GENERAL AND ADMINISTRATIVE EXPENSES. General and Administrative expenses        
increased by $4,878 or 5.7% to $89,900 for the fiscal year ended December 31,   
2005 from $85,022 for the fiscal year ended December 31, 2004. This increase was
primarily due to increased overhead resulting from our additional expenses in   
2004 through 2005 as well as increased legal fees.                              

General and administrative expenses decreased by $15,559 or 14.85% to $89,245   
for the nine months ended September 30, 2006, from $104,804 for the nine months 
ended September 30, 2005. This decrease was primarily due to a temporary        
elimination of marketing budget and the overhead decrease.                      

INCOME FROM OPERATIONS. As a result of the foregoing, our income after certain  
expenses and before other items, interest expense and income taxes increased by 
$303,687 or 30,67, 67% to $1,293,738 for the fiscal year ended December 31, 2005
from $990,051 for the fiscal year ended December 31, 2004.                      

As a result of the foregoing, the Company incurred a net loss from operations of
$37,701 for the nine months ended September 30, 2006, compared to net income of 
$1,039,902 for the nine months ended September 30, 2005.                        

11

10SB12G/A
12th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 12th
OTHER ITEMS. Net loss from sale of fixed assets were $334,123 for the fiscal    
year ended December 31, 2005 as compared to profit from sales of fixed assets   
for the fiscal year ended December 31, 2004 of $1,941. Other income was $29 for 
the fiscal year ended December 31, 2005 from $0 for the fiscal year ended       
December 31, 2004.                                                              

Net loss from sale of fixed assets were $3,480 for the 9 months ended September 
30, 2006 as compared to a loss of $334,123 for the 9 months ended September 30, 
2005. Other income was $27,462 for the 9 months ended September 30, 2006 as     
compared to $15,011 for the nine months ended September 30, 2005.               

INTEREST EXPENSE. Interest expenses decreased by $32,147 or 82,80% to $6,658 for
the fiscal year ended December 31, 2005 from $38,805 for the fiscal year ended  
December 31, 2004. This decrease was primarily due to no existing new debt we   
incurred for operations during fiscal year 2005.                                

Interest expenses were $0 for the nine months ended September 30, 2006 as       
compared to $6,658 for the nine months ended September 30, 2005. This decrease  
was primarily due to no existing interest bearing debt during the first nine    
month of 2006.                                                                  

INCOME TAXES. Income taxes increased by $36,026 or 19,45% to $221,230 for the   
fiscal year ended December 31, 2005 from $185,204 for the fiscal year ended     
December 31, 2004.                                                              

We did not incur income taxes for the nine months ended September 30, 2006 as   
compared to $165,607 for the nine months ended September 30, 2005 due to the    
loss from operations during the first nine month of 2006.                       

NET INCOME. Net income decreased by $36,227 to $731,756 for the fiscal year     
ended December 31, 2005 from a net income of $767,983 for the fiscal year ended 
December 31, 2004. This decrease was due to increasing of income taxes in 2004  
through 2005.                                                                   

Net income decreased by $562,244 to a loss of $13,719 for the nine months ended 
September 30, 2006 from a net income of $548,525 for the nine months ended      
September 30, 2005. This decrease was mainly due to declined revenues for the   
respective period.                                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

During the past twelve months, the Company embarked on the setting up of a TV   
channel which caused a decrease in revenues during 2006 as a result of          
considerable losses in advertising revenue, which triggered a decrease in the   
Company's cash on hand. During the fourth quarter of 2006 and continuing into   
the first quarter of 2007, the Company's revenues have begun to increase to     
approach levels that are comparable to 2005 levels. The Company expects to      
invest in new equipment and modernize old equipment and acquire additional      

12

10SB12G/A
13th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 13th
licenses and patents for television products. The Company expects that cash flow
from increased operations will be sufficient to fund the operations of the      
Company for the next twelve months as well as fund the Company's investment in  
new equipment.                                                                  

A portion of the existing long-term and short-term investments will be used to  
fund operations over the next twelve months. The balance of any excess cash     
balances will be reinvested on a short-term basis.                              
The market value of long-term investments did not change as the investments were
fixed yield bonds with a fixed price and fixed interest rate. There is no       
secondary market for the fixed yield bonds in the Republic of Moldova, thus the 
face value of the investments match the market value at all times.              

The Company will need to purchase services for broadcasting content and leasing 
broadcasting coverage through uplink in order to produce "high qualified        
broadcasting". In order to assure that the programming is distributed to as many
households as possible, the Company will need to employ the services of uplink. 
The use of the uplink services would allow the company to transfer its digital  
signal through satellite, which in return will allow the Company to transfer its
broadcasting content to all of the cable networks in the country and thus       
increase its market share. These services are traditionally provided by         
technological telecommunication companies, whose services the Company intends to
use. The leasing rate for the transfer of the digital signal through the        
satellite is estimated at $14,000 - 15,000 USD per month. The uplink services   
will allow the Company:                                                         

a. To make the broadcasting more attractive as it becomes digital.              

b. To increase the number of viewers as satellite broadcasting will cover much  
larger part of the country.                                                     

The Company plans to acquire equipment to produce the broadcast programs (for   
studios, for breaking news mobile systems, etc); as such, this acquisition and  
the uplink services might present significant impact on our liquidity and       
capital resources of the company. The Company believes the cash flows from      
operations will be sufficient to fund the purchases of this equipment.          

During 2005, we have funded capital requirements through operations. As of      
December 31, 2005, we had a cash balance of $493,553. This compares to increase 
in a cash balance of $449,160 at December 31, 2004 as of September 30, 2006 cash
balance decrease to 229,727 due to the reasons discussed above.                 

Net cash used by operating activities decreased by $281,156 to $798,683 during  
the fiscal year ended December 31, 2005 from net cash used by operating         
activities of $1,079,839 during the fiscal year ended December 31, 2004. This   
decrease in cash used by operations resulted primarily from an increase in trade
receivables of $339,785.                                                        

13

10SB12G/A
14th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 14th
Cash flows used in investing activities during the fiscal year ended December   
31, 2005 increased by $143,719 to $515,497 from $371,778 during the fiscal year 
ended December 31, 2004. This increase in cash flows used in investing          
activities was primarily due to payments on investment of $352,397 during the   
fiscal year ended December 31, 2005 as compared to $44,820 during the fiscal    
year ended December 31, 2004.                                                   
Payments on investments refer to the purchase of long-term government           
obligations and cash equivalents that have a maturity of three months or less.  
The Company invests excess cash to earn interest on these excess balances. The  
balance of the Company's investing activities is the purchase of machinery and  
equipment to be used in the operations of the Company's broadcasting activities.

Cash flows provided by financing activities during the fiscal year ended        
December 31, 2005 decreased by $114,965 to $270,000 from $384,965 during the    
fiscal year ended December 31, 2004. We paid notes payable approximately        
$270,000 during the fiscal year ended December 31, 2005 compared to $410,327    
during the fiscal year ended December 31, 2004.                                 

Environmental Matters                                                           

The Company is not aware of any environmental liability relating to its         
operations that would have a material adverse effect on the Company, its        
business, assets or results of operations.                                      

Inflation                                                                       

Inflation has not historically been a material effect on the Company's          
operations and is not expected to have a material impact on the Company or its  
operations in the future.                                                       

Dependence on one or a few major customers                                      

The Issuer has no dependence on one or a few major customers.                   
Item 3:  DESCRIPTION OF PROPERTY                                                

The Issuer does not own any real estate. The Issuer's operational offices are in
Moldavia where the Corporation's President and Board Chairman, Iurie Bordian    
operates the business of the Company.                                           

Item 4:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The following information table sets forth certain information regarding the    
Company's common stock ownership on March 8, 2007, by (1) any person (including 
any "group") who is known by the Company to own beneficially more than 10% of   
its outstanding Common Stock, (2) each director and executive officer, and (3)  
all executive officers and directors as a group.                                

14

10SB12G/A
15th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 15th
Name and address           Shares Owned              Percentage                 
----------------           -----------------         -------------              
Chiril Luchinsky           5,051,000                 34%                        
c/o the Company                                                                 

Iurie Bordian              100,000                   0.6%                       
c/o the Company                                                                 

Item 5:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS           

The directors and officers of the Company are listed below with information     
about their respective backgrounds.                                             

Name                                Age     Position                            
-------                             -----   ----------                          
Iurie Bordian                       45      Sole Director, President and CEO    

Iurie Bordian, President and CEO and Sole Director since October 2006. CEO of   
Cabavarum SRL.                                                                  
From 2002 to 2003 he co-founded MILLAGRO SRL in Moldova and serves as CEO and   
Director General. In 2002, he was Director General of MA-VEST SRL, in Moldova.  
From 1998 to 2000 he was CFO of MA-VEST SRL, Moldova. From 1994-1998 he was     
Chief Legal Council of "MA-VEST" SRL. From 1992-1994 he worked in the State     
Control Department of the Republic of Moldova as Chief of its District Branch in
the District of Soroca. From 1990-1992 he was legal counselor the City Council  
in the District of Soroca From 1988-1990 he worked as investigator (Economic and
Financial offences) for the Ministry of Internal Affairs of the Republic of     
Moldova. From 1985-1990 he served as Chief Investigator at the Public           
Prosecutor's Office of the Republic of Moldova. From 1983 to 1985 he worked as  
Legal Counselor at the Soroca District Trade Association. Mr. Bordian's         
education includes the State University of Moldova and the University of        
Cluj-Napoca, Romania. He has a degree in Financial Law. He is fluent in         
Romanian, Russian, and French and has working knowledge of English. Address:    
21,Viilor 9/4 str. Soroca, Republic of Moldova, MD-2000                         

Item 6:  EXECUTIVE COMPENSATION                                                 

The Company currently pays no compensation to its officers and directors and has
paid no compensation in any amount or of any kind to its executive officers or  
directors for the period through the date of this filing.                       

Item 7:  CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS                          

None                                                                            

15

10SB12G/A
16th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 16th
Item 8:  DESCRIPTION OF SECURITIES                                              

The authorized capital stock of the Company consists of 100,000,000 shares of   
common stock with a par value of $0.001 per share. The holders of common stock  
(1) are entitled to one non-cumulative vote per share on all matters that the   
stockholders may vote on at meetings of stockholders; (2) do not have           
pre-emptive, subscription or conversion rights, and there are no redemption of  
sinking fund provisions applicable thereto; and (3) are entitled to share       
ratably in the assets of the Company, after the payment of all debts and        
liabilities, available for distribution to holders of common stock upon the     
liquidation, dissolution or winding up of affairs of the Company. The Company   
has no preferred stock, debentures, warrants, options or other instruments      
outstanding or that could be converted into common stock of the Company.        

Holders of shares of the common stock do not have cumulative voting rights,     
which means that the holders of more than 50% of such outstanding shares        
("majority shareholders", when voting for the election or directors, can elect  
all of the directors and, in such situations, the holders of the remaining      
shares will not be able to elect as the Company's directors anyone other than   
those candidates supported by the majority shareholders. Holders of shares of   
the common stock are entitled to receive dividends if and when declared by the  
Board of Directors out of funds legally available therefore.                    

PART II                                                                         

Item 1:  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER 
RELATED SHAREHOLDER MATTERS                                                     

As of the date of this filing, shares of the Company are traded on the "Pink    
Sheets" under the symbol "EMDH." As of December 31, 2006 there are a total of   
15,053,000 issued and outstanding. Of this number a total of 5,251,000 are      
deemed to be "restricted securities" as defined in Rule 144 under the Securities
Act. None of the restricted shares may be sold except pursuant to a Registration
Statement under the Securities Act of 1933. Thereafter, restricted shares may be
sold in the public market only if registered or if they qualify for an exemption
from registration under Rule 144 promulgated under the Securities Act.          

In general, under Rule 144, any person, or persons whose shares are aggregated, 
who has beneficially owned restricted shares for at least one year is entitled  
to sell, within any three-month period, a number of shares that does not exceed 
the greater of 1% of the then outstanding shares of common stock, or the average
weekly trading volume during the four calendar weeks preceding such sales. Sales
under Rule 144 are also subject to the requirements as to the manner of sale,   
notice and availability of current public information about the Company. In     
addition, restricted shares, which have been beneficially owned for at least two
years and which are held by non-affiliates, may be sold free of any restrictions
under Rule 144.                                                                 

Dividend Policy                                                                 
The Company has never paid or declared a cash dividend on its Common Stock. The 

16

10SB12G/A
17th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 17th
Board of Directors does not intend to declare or pay cash dividends in the      
foreseeable future. It is the current policy to retain all earnings if any, to  
support future growth and expansion.                                            

Item 2:  LEGAL PROCEEDINGS                                                      

The Company is not a party to any pending litigation nor is it aware of any     
threatened legal proceedings.                                                   

Item 3:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                          

None                                                                            

Item 4:  RECENT SALES OF UNREGISTERED SECURITIES                                

None                                                                            

Item 5:  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

The Company's Certificate of Incorporation and By-laws provide that the Company 
will indemnify its directors and officers to the full extent authorized or      
permitted under Nevada law.                                                     

As to indemnification for liabilities arising under the Securities Act of 1933  
for directors, officers and controlling persons of the Company, the registrant  
has been advised that in the opinion of the Securities and Exchange Commission, 
such indemnification is against public policy and is unenforceable.             

SHARES ELIGIBLE FOR FUTURE SALE                                                 
As of December 12, 2006, the Company had 15,053,000 outstanding shares of Common
Stock. Of that number, a total of 5,251,000 shares are not registered hereby,   
are "restricted securities" as defined under Rule 144, and may not be sold      
except pursuant to a Registration Statement pursuant to the Securities Act of   
1933, and thereafter, subject to the provisions of Rule 144 under the Securities
Act of 1933.                                                                    

In general, under Rule 144 as currently in effect, a person or persons whose    
shares are aggregated, including an Affiliate, who has beneficially owned       
Restricted Shares for at least one year is entitled to sell, within any         
three-month period, a number of such shares that does not exceed the greater of:

(i) One percent of the outstanding shares of Common Stock; or 

17

10SB12G/A
18th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 18th
       (ii) The average weekly trading volume in the Common Stock during the
four calendar weeks preceding the date on which notice of such sale is filed    
with the Securities and Exchange Commission.                                    

Sales under Rule 144 are also subject to certain manner of sale provisions and  
notice requirements and to the availability of current public information about 
Emerging Media Holdings In addition, a person who is not an Affiliate and has   
not been an Affiliate for at least three months prior to the sale and who has   
beneficially owned Restricted Shares for at least two years may resell such     
shares without regard to the requirements described above. Emerging Media       
Holdings is unable to estimate the number of Restricted Shares that ultimately  
will be sold under Rule 144 because the number of shares will depend in part on 
the market price for the Common Stock, the personal circumstances of the sellers
and other factors.                                                              

18

10SB12G/A
19th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 19th
--------------------------------------------------------------------------------
Ten Industrial Way East, Suite 2, Eatontown, NJ 07724 (732) 544-8111            
Fax (732) 544-8788 E-mail: tax@wgpc.net                                         

                                                     Wiener, Goodman
                                                     & Company, P.C.
                                                    ----------------------------
                                                    Certified Public Accountants
                                                   & Consultants

Memberships                                                     Joel Wiener, CPA
  SEC Practice Section of AICPA                              Gerald Goodman, CPA
PCPS of AICPA                                                               
American Institute of CPA                                                   
New Jersey Society of CPA                                                   

Board of Directors                                                    
Emerging Media Holdings Inc. and Subsidiaries                         
Chisinau, Moldova                                                     

       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We have audited the accompanying balance sheets of Emerging Media Holdings
Inc. and Subsidiaries at December 31, 2005 and 2004, and the related  
statements of operations, stockholders' equity, and cash flows for the
    years then ended. 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 audit.                              

We conducted our audit in accordance with generally accepted auditing 
  standards as established by the Auditing Standards Board (United States)
and in accordance with the auditing 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 with 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 includes examining, on a test basis, evidence supporting the 
     amounts and disclosures in the financial statements. An audit also includes
    assessing the accounting principles used and significant estimates made by
     management as well as evaluating the overall balance sheet 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 Emerging Media Holdings
Inc. and Subsidiaries at December 31, 2005 and 2004, and the related  
statements of operations, stockholders' equity, and cash flows for the
years then ended in conformity with accounting principles generally   
accepted in the United States of America.                             

/s/ Wiener, Goodman & Company, P.C.                                   
Eatontown, NJ                                                         
October 9, 2006                                                       

19

10SB12G/A
20th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 20th
EMERGING MEDIA HOLDINGS INC.

FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005

10SB12G/A
21st Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 21st
EMERGING MEDIA HOLDINGS INC.

 INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Financial Statements                                                            

Balance Sheets as of September 30, 2006 (unaudited) and                   
      December 31, 2005                                                      F-2

Statement of Operations for the nine months ended September 30, 2006      
      and 2005 (unaudited) and the years ended December 31, 2005 and 2004    F-3

Statement of Stockholders' Deficiency for the years ended                 
December 31, 2005 and 2004 and for the nine months ended            
      September 30, 2006 (unaudited)                                         F-4

Statement of Cash Flows for the years ended December 31, 2005 and         
      2004 and for the nine months ended September 30, 2006 (unaudited)      F-5

   Notes to the Financial Statements.                                     F-7-14

 F-1

10SB12G/A
22nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 22nd
 EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

ASSETS

                                                        [Enlarge/Download Table]


                                                                September 30,  December 31,
                                                                    2006           2005    
                                                                    ----           ----    
                                                                (Unaudited)                
                                                                                           
CURRENT ASSETS:                                                                            
    Cash                                                        $  229,727     $  493,553  
    Marketable securities                                          460,965        401,200  
    Accounts receivable                                            326,231        247,688  
    Inventories                                                     13,882         48,801  
    Refundable taxes and tax deposits                               33,952         54,230  
    Employee receivables and other current assets                    3,912        150,433  
                                                                ----------     ----------  

       Total Current Assets                                      1,068,669      1,395,905  

Property, plant and equipment, net                                 268,346        287,940  
                                                                ----------     ----------  

TOTAL ASSETS                                                    $1,337,015     $1,683,845  
                                                                ==========     ==========  

                      LIABILITIES AND STOCKHOLDERS' EQUITY                                 

CURRENT LIABILITIES:                                                                       
   Accounts payable                                             $  203,094     $  119,738  
   Accrued expenses                                                 44,416         37,467  
   Income taxes payable                                                  -         83,452  
   Deferred income taxes payable                                     3,117          3,228  
   Dividend payable                                                646,606              -  
                                                                ----------     ----------  

       Total Current Liabilities                                   897,233        243,885  
                                                                ----------     ----------  

STOCKHOLDERS' EQUITY:                                                                      
    Common stock, $.001 par value, 100,000,0000 shares                                     
       authorized 15,053,000 and 15,053,000                                                
       shares issued and outstanding at September 30, 2006 and                             
       December 31, 2005                                            15,053         15,053  
   Additional paid-in-capital                                       14,208         14,208  
   Retained earnings                                               392,737      1,406,456  
   Accumulated other comprehensive income                           17,784          4,243  
                                                                ----------     ----------  

      Total Stockholders' Equity                                   439,782      1,439,960  
                                                                ----------     ----------  

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $1,337,015     $1,683,845  
                                                                ==========     ==========  

See notes to consolidated financial statements

 F-2

10SB12G/A
23rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 23rd
 EMERGIN MEDIA HOLDINGS INC AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                   For the Nine                                                 
                                                   Months Ended                       For the Year Ended        
                                                   September 30,                          December 31,          
                                                        2006          2005           2005              2004     
                                                        ----          ----           ----              ----     
                                                    (Unaudited)                                                 
                                                    -----------                                                 
                                                                                                                
Sales                                              $    338,209   $  1,896,062   $  2,937,588      $  2,306,140 
                                                   ------------   ------------   ------------      ------------ 
Costs and expenses:                                                                                             
  Cost of sales                                         269,225        647,740      1,400,293         1,030,430 
  Selling and marketing expenses                          2,276         76,741         89,900            85,022 
  General and administrative expenses                    89,245        104,804        148,119           169,680 
  Other operating expenses                               15,164         26,875          5,538            30,957 
                                                   ------------   ------------   ------------      ------------ 
                                                        375,910        856,160      1,643,850         1,316,089 
                                                   ------------   ------------   ------------      ------------ 
  Income (loss) from operations                         (37,701)     1,039,902      1,293,738           990,051 

Other income (expense):                                                                                         
  Net gain (loss) on sale of fixed assets                (3,480)      (334,123)      (334,123)            1,941 
  Other income                                           27,462         15,011             29                 - 
  Interest expense                                            -         (6,658)        (6,658)          (38,805)
                                                   ------------   ------------   ------------      ------------ 
     Total other income (expense)                        23,982       (325,770)      (340,752)          (36,864)
                                                   ------------   ------------   ------------      ------------ 

Earnings (loss) before provision for income taxes       (13,719)       714,132        952,986           953,187 

Income tax provision                                          -       (165,607)      (221,230)         (185,204)
                                                   ------------   ------------   ------------      ------------ 

Net earnings (loss)                                $    (13,719)  $    548,525   $    731,756      $    767,983 
                                                   ============   ============   ============      ============ 

Earnings (loss) per common share -                                                                              
   basic and diluted                               $          -   $       0.04   $       0.05      $      (0.01)
                                                   ============   ============   ============      ============ 

Wieghted average number of common                                                                               
  shares outstanding - basic and diluted             15,053,000     15,053,000     15,053,000        15,053,000 
                                                   ============   ============   ============      ============ 

See notes to consolidated financial statements

 F-3

10SB12G/A
24th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 24th
EMERGING MEDIA HOLDINGS INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 2006

                                                        [Enlarge/Download Table]


                                                                  Common Stock                                       Accumulated 
                                                                  ------------                          Retained        Other    
                                             Comprehensive    Number of               Additional Paid   Earnings    Comprehensive
                                Total           Income        Shares         Amount     In Capital      (Deficit)   Income (Loss)
                                -----           ------        ------         ------     ----------    -----------   -------------
                                                                                                                                 
Balance, January 1, 2004     $    (64,022)                  15,053,000    $  15,053     $   14,208    $  (93,283)      $       - 

Net earnings, 2004                767,983   $    767,983                          -                      767,983                 

Currency translation              (26,964)       (26,964)                         -                            -         (26,964)
                                            ------------                                                                         
    Comprehensive income                    $    741,019                                                                         
                                            ============                                                                         

                             ------------                 ---------------------------------------------------------------------- 
Balance, December 31, 2004        676,997                   15,053,000       15,053         14,208       674,700         (26,964)

Net earnings, 2005                731,756   $    731,756                          -                      731,756               - 

Currency translation               31,207         31,207                          -                            -          31,207 
                                            ------------                                                                         
    Comprehensive income                    $    762,963                                                                         
                                            ============                                                                         

                             ------------                 ---------------------------------------------------------------------- 
Balance, December 31, 2005      1,439,960                   15,053,000       15,053         14,208     1,406,456           4,243 

Net loss, nine months ended                                                                                                      
  September 30, 2006              (13,719)  $    (13,719)                                               (13,719)                 

Currency translation               13,541         13,541                                                                  13,541 

Dividend                       (1,000,000)                                                            (1,000,000)                

                                            ------------                                                                         
     Comprehensive (loss)                   $       (178)                                                                        
                                            ============                                                                         

                             ------------                 ---------------------------------------------------------------------- 
                             $    439,782                   15,053,000    $  15,053     $   14,208    $  392,737       $  17,784 
                             ============                 ====================================================================== 

See notes to consolidated financial statements

 F-4

10SB12G/A
25th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 25th
EMERGING MEDIA HOLDINGS INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]


                                                               For the                                 
                                                          Nine Months Ended       For the Year Ended   
                                                            September 30,             December 31,     
                                                                 2006            2005           2004   
                                                                 ----            ----           ----   
                                                                                                       
Cash flows from operating activities:                                                                  

Net income (loss)                                         $   (13,719)     $   731,756     $   767,983 
Adjustmets to reconcile net income (loss) to net cash                                                  
  provided by operating activities:                                                                    
Depreciation                                                   44,546          128,934         127,100 
(Gain) loss on disposition of fixed assets, net                 3,645          334,123          (1,941)
Deferred income taxes                                            (111)             670           2,558 
Changes in operating assets and liabilities:                                                           
(Increase) decrease in trade receivables                      (78,543)         339,785        (391,554)
(Increase) decrease in inventories                             34,919           29,929         (42,795)
(Increase) decrease in employee receivables and other         146,521         (148,843)         50,408 
(Increase) decrease in refundable taxes and tax deposits       20,278            4,995         (69,986)
Increase (decrease) in accounts payable,                                                               
  accrued liabilities and income taxes payable                 40,573         (622,666)        638,066 
                                                          -----------      -----------     ----------- 

   Net Cash Provided by Operating                                                                      
      Activities                                              198,109          798,683       1,079,839 
                                                          -----------      -----------     ----------- 

Cash flows from investing activities:                                                                  

Purchase of property, plant and equipment                     (93,000)        (263,057)       (326,958)
Proceeds from sale of fixed assets                             14,060           99,957               - 
Payments made on investment                                   (59,765)        (352,397)        (44,820)
                                                          -----------      -----------     ----------- 

   Net Cash Used In Investing Activities                     (138,705)        (515,497)       (371,778)
                                                          -----------      -----------     ----------- 

Cash flows from financing activities:                                                                  

Proceeds from borrowings                                            -                -          25,362 
Payments on notes payable                                           -         (270,000)       (410,327)
Dividends paid                                               (353,394)               -               - 
                                                          -----------      -----------     ----------- 

   Net Cash Used In Financing Activities                     (353,394)        (270,000)       (384,965)
                                                          -----------      -----------     ----------- 

Effect of exchange rate changes on cash                        30,164           31,207         (26,964)
                                                          -----------      -----------     ----------- 

Net Increase (decrease) in Cash                              (263,826)          44,393         296,132 

Cash - Beginning of Year                                      493,553          449,160         153,028 
                                                          -----------      -----------     ----------- 

Cash - End of Year                                        $   229,727      $   493,553     $   449,160 
                                                          ===========      ===========     =========== 

See notes to consolidated financial statements

 F-5

10SB12G/A
26th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 26th
EMERGING MEDIA HOLDINGS INC AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]


                                                     For the                            
                                                Nine Months Ended   For the Year Ended  
                                                   September 30,        December 31,    
                                                       2006           2005         2004 
                                                       ----           ----         ---- 
                                                                                        
Supplemental disclosure cash flow information:                                          

Cash paid for interest                                $       -    $  115,600   $ 11,445
                                                      =========    ==========   ========

Cash paid for income taxes                            $  83,452    $  231,379   $ 45,617
                                                      =========    ==========   ========

See notes to consolidated financial statements

 F-6

10SB12G/A
27th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 27th
 EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006, DECEMBER 31, 2005 and 2004
(The notes for September 30, 2006 are unaudited)

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     

The consolidated balance sheet as of September 30, 2006, and the consolidated   
statements of operations, stockholders' equity and cash flows for the periods   
presented have been prepared by Emerging Media Holdings, Inc. (the "Company" or 
"EMH") and are unaudited. In the opinion of management, all adjustments,        
(consisting solely of normal recurring adjustments) necessary to present fairly 
the financial position, results of operations and changes in stockholders'      
equity and cash flows have been made. The information for December 31, 2005 and 
2004 was derived from audited financial statements.                             

Organization                                                                    
------------                                                                    

Emerging Media Holdings, Inc was incorporated in the State of Nevada on         
September 3, 2003. The Company directs its operations through its subsidiaries, 
Cabavarum S.R.L. ("Cabavarum") and Analytic Media Group, S.A. ("AMG"). Both     
subsidiaries' operations and assets are located in the Republic of Moldova.     
Through its subsidiaries, the Company's primary activities are in radio and     
television broadcasting. The Company earns its revenue primarily through        
advertisement sales. The Company also derives revenues from the sale of concrete
mixes. This segment is currently in its initial stages. Revenue and net earnings
from this segment represent less then 1% of total revenues and net earnings for 
the year ended December 31, 2005 and 2004. The segment is considered immaterial 
to the consolidated statements and accordingly no segment information is        
provided.                                                                       

Basis of Presentation                                                           
---------------------                                                           

In July 2006, EMH entered into a share exchange agreement with Cabavarum S.R.L. 
("Cabavarum"), a Moldavia company, with primary activities in radio and         
television broadcasting. In connection with the share exchange, the Company     
acquired the assets and assumed the liabilities of Cabavarum. For accounting    
purposes, the share exchange has been treated as a recapitalization of          
Cabavarum.                                                                      

As provided for in the share exchange agreement, the stockholders of Cabavarum  
received 5,251,000 shares of newly issued EMH common stock in exchange for the  
outstanding shares of Cabavarum they held, which was accounted for as a         
recapitalization. The financial statements prior to July 2006, are those of     
Cabavarum and reflect the assets and liabilities of Cabavarum and AMG at        
historical carrying amounts. In addition, certain shareholders of EMH           
transferred 6,726,400 shares to associates of Cabavarum. The associates of      
Cabavarum provided consulting services in connection with the merger with EMH,  
marketing activities, relations within the Russian media market, computer       
programming and future acquisitions.                                            

 F-7

10SB12G/A
28th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 28th
Immediately following the share exchange, EMH had a total of 15,053,000 common  
shares issued and outstanding, of which the shareholders and associates of      
Cabavarum controlled 80% of the outstanding common stock.                       

The financial statements of EMH have been revised to retroactively reflect the  
share exchange.                                                                 

In addition, the resignation of the former officer and directors of EMH took    
effect upon the close of the share acquisition exchange. The Cabavarum Board of 
Directors became the Board of Directors of EMH and Chiril Luchinsky became      
president and Chief Executive Officer                                           

Significant Accounting Policies                                                 
-------------------------------                                                 

Principles of Consolidation                                                     
---------------------------                                                     

The consolidated financial statements of the Company include the Company and its
wholly-owned subsidiaries. All material intercompany balances and transactions  
have been eliminated.                                                           

Economic and Political Risks                                                    
----------------------------                                                    

The Company faces a number of risks and challenges since its operations are in  
the Republic of Moldova and its primary market is in Moldova. The financial     
statements have been prepared assuming the Company will continue as a going     
concern. 100% of the consolidated assets are located in Moldova and 100% of the 
consolidated revenue is earned in Moldova.                                      

Cash Equivalents                                                                
----------------                                                                

Cash equivalents include short-term investments in commercial paper with an     
original maturity of three months or less when purchased at September 30, 2006  
and December 31, 2005, cash equivalents approximated $250,000 and $250,000,     
respectively.                                                                   

Marketable Securities                                                           
---------------------                                                           

The Company classifies its equity securities as "available for sale", and       
accordingly, reflects gains and losses, net of deferred taxes, as other         
comprehensive income.                                                           

The fair values of marketable securities are based on quoted market prices.     
Realized gains or losses from the sale of marketable securities are based on the
specific identification method.                                                 

 F-8

10SB12G/A
29th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 29th
Inventories                                                                     
-----------                                                                     

Inventories are stated at the lower of cost or market on average cost basis, and
includes finished goods, raw materials, packaging material and product          
merchandise relating to the concrete mixers. Finished goods include costs of raw
materials, packaging, labor used in production, and warehousing on facilities   
and equipment.                                                                  
Property, Plant and Equipment                                                   
-----------------------------                                                   

Property, plant and equipment are carried at cost less accumulated depreciation.
The cost of repairs and maintenance is expensed as incurred; major replacements 
and improvements are capitalized. When assets are retired or disposed of, the   
cost and accumulated depreciation are removed from the accounts, and any        
resulting gains or losses are included in income in the year of disposition.    

Depreciation is provided using the straight-line method over the estimated      
useful lives of the assets. The lives applied are as follows:                   

Vehicles and office equipment           7 Years           
Buildings and storage facilities     30 - 35 Years        
Manufacturing equipment                 5 Years           

Foreign Currency Translation                                                    
----------------------------                                                    

Conversion of currency from a Republic of Moldova lei ("MDL$") into a United    
States dollar ("US$") has been made at the respective applicable rates of       
exchange. Monetary assets and liabilities denominated in foreign currencies are 
converted into US$ at the applicable rate of exchange at the balance sheet date.

Conversion of currency from MDL$ into US$ has been made at the rate of exchange 
on September 30, 2006 and December 31, 2005: at US$1.00: MDL 13.29: and US$1.00:
MDL$12.83. Income and expense items were converted at the average rates for the 
years and period then ended.                                                    

Use of Estimates                                                                
----------------                                                                

The preparation of the financial statements in conformity with accounting       
principles generally accepted in the United States of America 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.                                                                      

Revenue Recognition                                                             
-------------------                                                             

Revenue from advertisement sales is recognized on a contract basis and is earned
over the life of the contract as the services for advertising are performed.    

 F-9

10SB12G/A
30th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 30th
Revenue from the concrete mixers segment is recognized when title passes to the 
customer upon delivery of the product to a third party shipper.                 

Evaluation of Long-lived Assets                                                 
-------------------------------                                                 

The Company reviews property and equipment for impairment whenever events or    
changes in circumstances indicate the carrying value may not be recoverable in  
accordance with guidance in SFAS No. 144, "Accounting for the Impairment or     
Disposal of Long-Lived Assets". If the carrying value of the long-lived assets  
exceeds the present value of the related estimated future cash flows, the asset 
would be adjusted to its fair value and an impairment loss would be charged to  
operations in the period identified.                                            

Income Taxes                                                                    
------------                                                                    

Taxes are calculated in accordance with taxation principles currently effective 
in the Republic of Moldova and the Untied States of America.                    

The Company accounts for income taxes using the asset and liability approach    
under which deferred income taxes are recognized by applying enacted tax rates  
applicable to future years to the differences between the financial statement   
carrying amounts and the tax basis of reported assets and liabilities.          

Concentration of Credit Risk                                                    
----------------------------                                                    

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash, accounts receivable and accrued        
expenses.                                                                       

The Company's cash and cash equivalents are concentrated primarily in four banks
in Moldova. At times, such deposits could be in excess of insured limits.       
Management believes that the financial institution that hold the                

Company financial instrument is financially sound and, accordingly, minimal     
credit risk is believed to exist with respect to these financial instruments.   

Receivables are reviewed daily and credit is given after the review of the      
Company's credit policies.                                                      

F-10

10SB12G/A
31st Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 31st
New Financial Accounting Standards                                              
----------------------------------                                              

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,    
"Considering the Effects of Prior Year Misstatements when Quantifying           
Misstatements in Current Year Financial Statements," which provides interpretive
guidance on the consideration of the effects of prior year misstatements in     
quantifying current year misstatements for the purpose of a materiality         
assessment. The SEC staff believes that registrants must quantify errors using  
both a balance sheet and income statement approach and evaluate whether either  
approach results in quantifying a misstatement that, when all relevant          
quantitative and qualitative factors are considered, is material. SAB No. 108 is
effective for annual financial statements covering the first fiscal year ending 
after November 15, 2006, with earlier application encouraged for any interim    
period of the first fiscal year ending after November 15, 2006, filed after the 
publication of SAB No. 108 (September 13, 2006). The Company is currently       
evaluating the impact that SAB No. 108 could have on its results of operations  
or financial condition.                                                         

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 158, "Employers' Accounting for Defined Benefit Pension and Other Post      
Retirement Plans", an amendment of FASB Statements No. 87, 88, 106 and 132(R).  
FASB 158 will require employers to recognize their defined benefit plans'       
overfunded or underfunded status in their balance sheets, require employers to  
measure plan assets and plan obligations as of the balance sheet date,          
immediately recognize any remaining transition obligation currently being       
deferred, and recognize actuarial gains and losses through other comprehensive  
income. The statement is effective for fiscal years ending after December 15,   
2006. The Company is evaluating SFAS No. 158 and has not determined the impact  
it will have on its consolidated financial statements as of and for the year    
ended December 31, 2006.                                                        

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement 
on Financial Accounting Standards ("SFAS") No. 154, "Accounting Changes and     
Error Correction" - a replacement of APB Opinion No. 20 and FASB statement No.  
3. This statement applies to all voluntary changes in accounting principles. It 
also applies to changes required by an accounting pronouncement in the unusual  
instance that the pronouncement does not include specific transition provisions.
This statement requires retrospective application to prior periods' financial   
statements of changes in accounting principle, unless it is impracticable to    
determine either the period-specific effects or the cumulative effect of the    
change. The statement also carries forward the guidance in APB Opinion No. 20   
requiring justification of a change in accounting principle on the basis of     
preferability. This statement is effective for accounting changes and           
corrections made in fiscal years beginning after December 31, 2005. The adoption
of SFAS 154 is not expected to have a material effect on the Company's financial
position or results of operations.                                              

F-11

10SB12G/A
32nd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 32nd
New Financial Accounting Standards(continued)                                   
----------------------------------                                              

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS 
No. 123(R) that will require compensation costs related to share-based payment  
transactions to be recognized in the financial statements. With limited         
exceptions, the amount of compensation cost will be measured based on the       
grant-date fair value of the equity or liability instruments issued.            
Compensation cost will be recognized over the period that an employee provides  
service in exchange for the reward. SFAS No. 123(R) is effective as to the      
Company as of the beginning of the Company's 2006 fiscal year. The Company will 
account for stock-based compensation costs prospectively at the time of         
adoption. The adoption of SFAS 123(R) is not expected to have a material effect 
on the Company's results of operations.                                         

In December 2004, the FASB issued SFAS No. 153, an amendment of APB Opinion No. 
29 "Exchanges of Nonmonetary Assets". SFAS No. 153 amends APB Opinion No. 29 by 
eliminating the exception under APB No. 29 for nonmonetary exchanges of similar 
productive assets and replaces it with a general exception for exchanges of     
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to 
change significantly as a result of the exchange. SFAS No. 153 is effective for 
fiscal years beginning after June 15, 2005. The adoption of SFAS No. 153 is not 
expected to have a material effect on the Company's financial position or       
results of operations.                                                          

2. MARKETABLE SECURITIES                                                        

At September 30, 2006 and December 31, 2005, respectively, marketable     
securities have a cost and estimated fair value of $460,965 and $401,200.       

3. INVENTORIES                                                                  

  Inventories are summarized as follows at September 30, 2006 and December 31,
2005:                                                                           

                                           September 30,      December 31,
                                           2006               2005
                                           ----               ----

          Raw materials                   $ 7,491            $11,200
          Small tools                       3,098              3,177
          Purchased goods and other         3,293             34,424
                                          -------            -------
                                          $13,882            $48,801
                                          =======            =======

F-12

10SB12G/A
33rd Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 33rd
4. PROPERTY, PLANT AND EQUIPMENT                                                

Property, plant and equipment consisted of the following at September 30, 
2006 and December 31, 2005:                                                     

                                                 September 30,      December 31,
                                                 2006               2005
                                                 ----               ----

      Land                                    $   6,605          $   6,842
      Buildings, machinery and equipment        604,286            544,653
      Construction in progress and other         33,825             97,235
                                              ---------          ---------
                                                644,716            648,730
        Less accumulated depreciation           (376,230)          (360,790)
                                              ---------          ---------
                                              $ 268,486          $ 287,940
                                              =========          =========

 Depreciation expense for the years ended December 31, 2005 and 2004 and the
nine months ended September 30, 2006 and 2005 totalled $128,934, $127,100,      
$44,546 and $96,700, respectively.                                              

5. NOTES PAYABLE                                                                

The Company was advanced funds from a foreign company in 2000. The loan in
the amount of $270,000 was paid in March 2005. The loan bears interest at 10%   
per annum. The Company recorded interest of $6,658 and $27,360 for the years    
ended December 31, 2005 and 2004.                                               

   During 2004, the Company paid off a capital lease obligation in the amount of
approximately $410,000. The Company expensed interest of $11,445 during the year
ended December 31, 2004.                                                        

6. INCOME TAXES                                                                 

The nominal statutory corporate rate in the Republic of Moldova is 20% for 2004 
and 18% for 2005 and 2006. Taxes are calculated in accordance with Moldovan     
regulations and are paid annually. Taxes are calculated on a separate entity    
basis since consolidation for tax purposes is not permitted in Moldova. Deferred
income taxes are provided for the temporary differences between the financial   
reporting and tax basis of the Company's assets and liabilities. The principal  
items giving rise to deferred taxes are the use of accelerated depreciation     
methods for machinery and equipment. Valuation allowances are established when  
necessary to reduce deferred tax assets to the amount expected to be realized.  

F-13

10SB12G/A
34th Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 34th
6. INCOME TAXES (continued)                                                     

Significant components of the Company's deferred tax assets and liabilities are 
as follows at September 30, 2006 and December 31, 2005:                         

                                                        [Enlarge/Download Table]


                                                           September 30,            December 31,     
                                                               2006                    2005          
                                                   Temporary         Tax    Temporary          Tax   
                                                   Difference       Effect  Difference        Effect 
                                                   ----------       ------  ----------        ------ 
                                                                                                     
Deferred tax assets:                                                                                 
  Net operating loss carryforwards                  $     -        $     -    $     -         $     -
  Less valuation allowance                                -              -          -               -
                                                    -------        -------    -------         -------

Net deferred tax assets                                   -              -          -               -
                                                    -------        -------    -------         -------

Deferred tax liabilities                                                                             
  Book depreciation in excess of tax depreciation    17,317          3,117     17,933           3,228
                                                    -------        -------    -------         -------

Net deferred tax                                    $17,317        $ 3,117    $17,933         $ 3,228
                                                    =======        =======    =======         =======

7. STOCKHOLDERS' EQUITY                                                         

In March, 2006, the Board of Directors of the Company's AMG subsidiary          
authorized a dividend of $1,000,000, of which $353,394 was paid and the balance 
due of $646,606 is included on the Company's balance sheet at September 30,     
2006.                                                                           

F-14

10SB12G/A
Last Page of 35
TOC
1st
Previous
Next
↓Bottom
Just 35th
PART III                                                                        

Item 1:  INDEX TO EXHIBITS                                                      

Attached hereto are the exhibits as required.                                   

Item 2:  DESCRIPTION OF EXHIBITS                                                

Exhibit No.                Description of Exhibit                               
-----------                ----------------------------                         
3.1                        Articles of Incorporation (1)                        
3.2                        By-Laws (1)                                          
10                         Distribution Agreement, dated December 29, 2006 with 
                          NTV Hungary Commercial Limited Liability Company (1)
23.1                       Consent of Wiener, Goodman & Company, P.C. (2)       
23.2                       Consent of Wiener, Goodman & Company, P.C. (2)       

(1)      Previously filed on Form 10-SB filed January 23, 2007                  
(2)      Filed Herewith                                                         

SIGNATURES                                                    

In accordance with Section 12 of the Securities Exchange Act of 1934, the       
registrant caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized.                                         

                               Emerging Media Holdings

March 21, 2007                      By: /s/ Iurie Bordian                       
                                       -------------------------------
                                Iurie Bordian, President

20

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
Filed as of:		5/15/07							10QSB
Filed on:		5/14/07
		3/21/07		1		35			10SB12G/A
		3/8/07		14					10SB12G/A
		1/23/07		35					10SB12G
		12/31/06		16		31			10KSB
		12/29/06		35
		12/15/06		31
		12/12/06		17
		11/15/06		31
		10/9/06		19
		9/30/06		4		34
		9/13/06		31
		6/30/06		4
		3/6/06		5
		3/1/06		5
		12/31/05		4		34
		9/30/05		10		33
		6/15/05		32
		12/31/04		4		33
		1/1/04		24
		9/3/03		4		27
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/16/07  SEC                               UPLOAD¶     9/28/17    1:39K  Lifestyle Medical Network, Inc.