Lifestyle Medical Network, Inc. – ‘10SB12G’ on 1/22/07

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        48    157K 
                          Issuer                                                 
 2: EX-3.1      Articles of Amendment                                  5     16K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-10       Agreement No. 48-06                                   27     98K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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As filed with the Securities and Exchange Commission on January 22 , 2007       
File No. __________                                                             

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

Form 10-SB

 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

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                         Table of Contents

                                                                [Download Table]
                                                                                   
Part I                                                                             

         Item  1.    Description of Business                                     4 

         Item  2.    Management's Discussion and Analysis or Plan of Operation  11 

         Item  3.    Description of Property                                    14 

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

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

         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      
                     Equity and Related Stockholders Matters                    17 

         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                  18 

Part Financial Statements                                                          

Part III                                                                           

         Item  1.    Index to Exhibits                                             

         Item  2.    Description of Exhibits                                       

SIGNATURES                                                                      20 

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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.                                        

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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," "EMH" 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
                  entirelyconsistent 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.            

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 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.                                 

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

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       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.

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 EMH 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 EMH 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,    

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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 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 

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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. We have never paid dividends and 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.                                          

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.    
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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     
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.                          

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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.     

FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,  
2004.                                                                           

       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.                

 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 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.                                           

 SELLING AND ADMINISTRATIVE. 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.                              

        INCOME FROM OPERATIONS. As a result of the foregoing, our income after
certain expenses and before other items, interest expense and income taxes      

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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.    

       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.                                                        

       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.                        

       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.                                                        

        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.                                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

         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.                    

         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.                                                        

      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.                                            

    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.                                 

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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.                   

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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 January 22, 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.               

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                                                                 

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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                                                                            

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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.                    

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 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
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                                                                            

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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
       (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.                                                              

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 Emerging Media Holdings, Inc.
Financial Statements
 and
Auditor's Report

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 INDEX TO FINANCIAL STATEMENTS

                                                                [Download Table]

                                                                        Page   

                                                                               
Report of Independent Registered Public Accounting Firm                  F-1   

Financial Statements                                                           

   Balance Sheets as of December 31, 2005 and 2004                       F-3   

   Statement of Operations for the years ended December 31, 2005               
   and 2004 and for the period September 3, 2003 (Date of Formation)           
   through December 31, 2005                                             F-4   

   Statement of Stockholders' Deficiency for the period                        
   September 3, 2003 (Date of Formation) through December 31, 2005.      F-5   

   Statement of Cash Flows for the years ended December 31, 2005               
   and 2004 and for the period September 3, 2003 (Date of Formation)           
   through December 31, 2005                                             F-6   

   Notes to the Financial Statements.                                 F-7 - F-9

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

The Audit Committee of Emerging Media Holdings Inc.                             

We have audited the accompanying balance sheet of Emerging Media Holdings, Inc. 
(the "Company") (a development stage company) as of December 31, 2005 and 2004  
and the related statements of operations, stockholders' deficiency and cash     
flows for the years then ended and the Period September 3, 2003 (Date of        
Formation) through December 31, 2005. 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 audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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     
financial statement presentation. We believe that our audit provides a          
reasonable basis for our opinion.                                               

In our opinion, such financial statements present fairly, in all material       
respects, the financial position of the Company as of December 31, 2005 and     
2004, and the results of their operations and their cash flows for the years    
then ended and the period September 3, 2003 (Date of Formation) through December
31, 2005 in conformity with accounting principles generally accepted in the     
United States of America.                                                       

The accompanying financial statements have been prepared assuming the Company   
will continue as a going concern. As more fully explained in Note 1 to the      
financial statements as of December 31, 2005 the Company had no operations and  
no assurance that additional capital would be obtained or the Company would be  
in a position to find a merger candidate.                                       

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These uncertainties raise substantial doubt about the Company's ability to      
continue as a going concern. Management's plans are also described in Note 1.   
The accompanying financial statements do not include any adjustments that might 
result from the outcome of these uncertainties should the Company be unable to  
continue as a going concern.                                                    

/s/Wiener. Goodman & Company, P.C.                                              
WIENER, GOODMAN & COMPANY, P.C.                                                 
Eatontown, New Jersey                                                           
October 25, 2006                                                                

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EMERGING MEDIA HOLDINGS INC.
BALANCE SHEETS
 (A Development Stage Company)

                                                        [Enlarge/Download Table]


                                     ASSETS                                                   

                                                                         December 31,         
                                                                 2005                  2004   
                                                                 ----                  ----   
                                                                                              
        TOTAL ASSETS                                        $         -          $          - 
                                                               ========              ======== 

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  

        TOTAL CURRENT LIABILITIES                           $         -          $          - 

Commitments and Contingencies                                                                 

Stockholders'  Deficiency:                                                                    
   Common Stock, $.001 par value - 100,000,000                                                
     shares authorized;  10,553,000 shares outstanding           10,553                10,553 
   Deficit accumulated during the development stage             (10,553)              (10,553)
                                                               --------              -------- 

      Total Stockholders' Deficiency                                  -                     - 
                                                               --------              -------- 

        TOTAL LIABILITIES AND STOCKHOLDERS'                                                   
        DEFICIENCY                                          $         -          $          - 
                                                               ========              ======== 

See notes to financial statements.

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EMERGING MARKETS HOLDINGS INC.
 STATEMENT OF OPERATIONS
 (A Development Stage Company)

                                                        [Enlarge/Download Table]

                                                                 Period September 3, 2003
                                          Years Ended               (Date of Formation)  
                                          December 31,              through December 31, 
                                          ------------              -------------------  
                                    2005                 2004              2005          
                                    ----                 ----            --------        
                                                                                         
Costs and expenses:                                                                      
    General and                                                                          
      administrative expenses    $        -          $        -        $     10,553      
                                 ----------          ----------        ------------      

Net loss                         $        -          $        -        $    (10,553)     
                                 ==========          ==========        ============      

Loss per common share -                                                                  
    basic and diluted            $        -          $        -        $          -      
                                 ==========          ==========        ============      

Weighted average number of                                                               
    common shares outstanding -                                                          
    basic and diluted            10,553,000          10,553,000                          
                                 ==========          ==========                          

See notes to financial statements.

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EMERGING MEDIA HOLDINGS INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 PERIOD SEPTEMBER 30, 2003 (DATE OF FORMATION)
 THROUGH DECEMBER 31, 2005
 (A Development Stage Company)

                                                        [Enlarge/Download Table]

                                                                                                        Deficit  
                                                                                                      Accumulated
                                                                                                      During the 
                                                                Common Stock             Paid- In     Development
                                           Total         No of shares       Amount       Capital         Stage   
                                       --------------   --------------   ------------  -----------   ------------
                                                                                                                 

September 3, 2003 (Date of Formation)  $         -               -      $         -     $        -  $         -  

Issuance of folunder shares                 10,553      10,553,000           10,553              -            -  

Net loss                                   (10,553)             --                -              -      (10,553) 
                                       -----------     -----------      -----------     ----------  -----------  
Balance, December 31, 2003                       -      10,553,000           10,553              -      (10,553) 

Net loss for the year ended December                                                                             
31, 2004 and 2005                                -               -                -              -            -  
                                       -----------     -----------      -----------     ----------  -----------  

Balance, December 31, 2005 and 2004    $         -     $10,553,000      $    10,553     $        -  $   (10,553) 
                                       ===========     ===========      ===========     ==========  ===========  

See notes to financial statements.

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EMERGING MARKETS HOLDINGS INC.
 STATEMENT OF CASH FLOWS
 (A Development Stage Company)

                                                        [Enlarge/Download Table]

                                                                             Period September 3,   
                                                       Years Ended         2003 (Date of Formation)
                                                       December 31,         through December 31,   
                                                  2005             2004            2005            
                                                  ----             ----            ----            
                                                                                                   
Cash flows from operating activities:                                                              
    Net loss                                   $      -          $      -       $ 10,553           

Adjustments to reconcile net loss to net cash                                                      
    used in operating activities:                                                                  
        Stock issued as founder shares                -                 -        (10,553)          
                                               --------          --------       --------           

    Net cash used in operating activities             -                 -              -           
                                               --------          --------       --------           

Net increase in cash                                  -                 -              -           

Cash - beginning of period                            -                 -              -           
                                               --------          --------       --------           

Cash - end of period                           $      -          $      -       $      -           
                                               ========          ========       ========           

See notes to financial statements.

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EMERGING MEDIA HOLDINGS INC.
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 (A DEVELOPMENT STAGE COMPANY)

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     

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

Emerging Media Holdings, Inc. (the "Company" or "EMH") was incorporated in the  
State of Nevada on September 3, 2003. Since inception, the Company has been     
engaged in organizational efforts and obtaining initial financing. The Company  
was formed to pursue a business combination.                                    

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

The Company is considered a development stage enterprise as defined in Financial
Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting  
for Development Stage Companies". As of December 31, 2005, the Company had no   
specific plan or purpose to merge with an identified company or companies.      

Going Concern                                                                   
-------------                                                                   

The Company's initial activities have been dedicated to pursue a business       
combination. In July 2006, the Company executed a share exchange agreement with 
Cabavorum S.R.L. (see Subsequent Events footnote).                              

The accompanying financial statements have been prepared on a going concern     
basis, which contemplates the realization of assets and the satisfaction of     
liabilities in the normal course of business. As shown in the financial         
statements, development stage losses from September 3, 2003 (Date of Formation) 
through December 31, 2005 aggregated $10,553. As of December 31, 2005, the      
Company had no operations and no assurance that additional capital will be      
obtained. This raises substantial doubt about the ability of the Company to     
continue as a going concern.                                                    

These financial statements do not include any adjustments relating to           
recoverability and classification of recorded asset amounts or the amounts and  
classifications of liabilities that might be necessary should the Company be    
enable to continue as a going concern.                                          

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

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

The preparation of financial statements in conformity with accounting principles
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.             

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

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

The principal item giving rise to deferred taxes are temporary differences      
caused by the capitalization of start-up expenditures as required by Section 195
of the Internal Revenue Code of 1986, as amended, for tax purposes and expensing
for book purposes.                                                              

Loss Per Share                                                                  
--------------                                                                  

Basic loss per common share are computed by dividing net loss by weighted       
average number of common shares outstanding during the year. Diluted earnings   
per common share are computed by dividing net earnings by the weighted average  
number of common share and potential common shares outstanding during the year. 
As of December 31, 2005, there were no potential common shares.                 

New Financial Accounting Standards                                              
----------------------------------                                              

The Company does not expect that the adoption of other recent accounting        
pronouncements will have a material effect on its financial statements.         

2.   COMMON STOCK                                                               

In the month of the Company's formation, the Company issued 10,553,000 shares of
its common stock, $.001 par value to principals of the Company as founder shares
in the amount of $10,553.                                                       

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3.   SUBSEQUENT EVENTS                                                          

In July 2006, EMH entered into a share exchange agreement with Cabavorum S.R.L. 
("Cabavorum"), 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 Cabavorum. For accounting    
purposes, the share exchange will be treated as a recapitalization of Cabavorum.

As provided for in the share acquisition exchange agreement, the stockholders of
Cabavorum received 10,900,000 shares of EMH common stock, representing 76% of   
the outstanding stock after the acquisition, in exchange for the outstanding    
shares of Cabavorum common stock they held, which will be accounted for as a    
reverse acquisition.                                                            

The acquisition of Cabavorum will be reported as a purchase of goodwill, with   
book values considered to be fair value.                                        

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

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 CABAVARUM S.R.L. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements                                                    Page    

Report of Independent Registered Public Accounting Firm               F2-1  

Consolidated Balance Sheets as of December 31, 2005                         
and 2004                                                              F2-2  

Consolidated Statement of Operations for the years ended                    
December 31, 2005 and 2004                                            F2-3  

Consolidated Statement of Stockholder's Equity for the                      
years ended December 31, 2005 and 2004                                F2-4  

Consolidated Statement of Cash Flows for the years ended                    
 December 31, 2005 and 2004                                       F2-5 - F-2-6

  Notes to the Consolidated Financial Statements                   F2-7 - F-2-12

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

Board of Directors                                                    
Cabavarum S.R.L. and Subsidiary                                       
Chisinau, Moldova                                                     

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 We have audited the accompanying balance sheets of Cabavarum S.R.L. and
 subsidiary at December 31, 2005 and 2004, and the related statements of
    operations, stockholder's 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 fnancial statements referred to above present fairly,
  in all material respects, the financial position of Cabavarum S.R.L. and
 subsidiary at December 31, 2005 and 2004, and the related statements of
    operations, stockholder's equity, and cash f lows 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                                                       

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 CABAVARUM S.R.L. AND SUBSIDIARY
 CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                     ASSETS                                                     

                                                                        December 31,            
                                                                2005                    2004    
                                                                ----                    ----    
                                                                                                
CURRENT ASSETS:                                                                                 
  Cash                                                      $   493,553             $   449,160 
  Marketable securities                                         401,200                  48,803 
  Accounts receivable                                           247,688                 587,473 
  Inventories                                                    48,801                  78,730 
  Refundable taxes and tax deposits                              54,230                  59,225 
  Employee receivables and other current assets                 150,433                   1,590 
                                                            -----------             ----------- 

    Total Current Assets                                      1,395,905               1,224,981 

Property, plant and equipment, net                              287,940                 587,897 
                                                            -----------             ----------- 

TOTAL ASSETS                                                $ 1,683,845             $ 1,812,878 
                                                            ===========             =========== 

                      LIABILITIES AND STOCKHOLDER'S EQUITY                                      

CURRENT LIABILITIES:                                                                            
  Accounts payable                                          $   119,738             $   443,410 
  Notes payable                                                       -                 270,000 
  Accrued expenses                                               37,467                 324,007 
  Income taxes payable                                           83,452                  95,906 
  Deferred income taxes payable                                   3,228                   2,558 
                                                            -----------             ----------- 

    Total Current Liabilities                                   243,885               1,135,881 
                                                            -----------             ----------- 

STOCKHOLDER'S EQUITY:                                                                           
  Common stock, par value $2.926 per share,                                                     
    authorized 10,000 shares; 10,000 and 10,000                                                 
    shares issued and outstanding at                                                            
    December 31, 2005 and 2004                                   29,261                  29,261 
  Retained earnings                                           1,406,456                 674,700 
  Accumulated other comprehensive income (loss)                   4,243                 (26,964)
                                                            -----------             ----------- 

    Total Stockholder's Equity                                1,439,960                 676,997 
                                                            -----------             ----------- 

    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $ 1,683,845             $ 1,812,878 
                                                            ===========             =========== 

 See notes to consolidate financial statements

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 CABAVARUM S.R.L. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                [Download Table]

                                                      For the Year Ended         
                                                         December 31,            
                                                 2005                   2004     
                                                 ----                   ----     
                                                                                 
Sales                                       $ 2,937,588              $ 2,306,140 
                                            -----------              ----------- 

Costs and expenses:                                                              
  Cost of sales                               1,400,293                1,030,430 
  Selling and marketing expenses                 89,900                   85,022 
  General and administrative expenses           148,119                  169,680 
  Other operating expenses                        5,538                   30,957 
                                            -----------              ----------- 
                                              1,643,850                1,316,089 
                                            -----------              ----------- 
  Income from operations                      1,293,738                  990,051 

Other income (expense):                                                          
  Net gain (loss) on sale of fixed assets      (334,123)                   1,941 
  Other income                                       29                        - 
  Interest expense                               (6,658)                 (38,805)
                                            -----------              ----------- 
    Total other income (expense)               (340,752)                 (36,864)
                                            -----------              ----------- 

Earnings before provision for income taxes      952,986                  953,187 

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

Net earnings                                $   731,756              $   767,983 
                                            ===========              =========== 

See notes to consolidate financial statements 

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 CABAVARUM S.R.L. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                              Accumulated 
                                                                                                 Other    
                                          Comprehensive                    Retained          Comprehensive
                               Total         Income      Common Stock  Earnings (Deficit)    Income (Loss)
                               -----         ------      ------------  ------------------    -------------
                                                                                                          
Balance, January 1, 2004    $   (64,022)                 $    29,261     $   (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                       29,261         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                  $    29,261     $ 1,406,456       $     4,243    
                            ===========                  ===========     ===========       ===========    


 See notes to consolidate financial statements

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 CABAVARUM S.R.L. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                     For the Year Ended   
                                                                        December 31,      
                                                               2005                2004   
                                                               ----                ----   
                                                                                          
Cash flows from operating activities:                                                     

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

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

Cash flows from investing activities:                                                     

Purchase of property, plant and equipment                    (263,057)           (326,958)
Proceeds from sale of fixed assets                            299,957                   - 
Payments made on investment                                  (352,397)            (44,820)
                                                          -----------         ----------- 

  Net Cash Used In Investing Activities                      (315,497)           (371,778)
                                                          -----------         ----------- 

Cash flows from financing activities:                                                     

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

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

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

Net Increase in Cash                                           44,393             296,132 

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

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

 See notes to consolidate financial statements

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 CABAVARUM S.R.L. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        For the Year Ended
Supplemental disclosure cash flow information:                December 31,      
                                                       2005         2004
                                                       ----         ----
Cash paid for interest                                   $115,600     $ 11,445  
                                                       ========     ========

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

 See notes to consolidate financial statements

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 CABAVARUM S.R.L. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     
----------------------------------------------------------------------------    

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

Cabavarum S.R.L. (the "Company"), a limited liability company in the  
Republic of Moldova, commenced operations in 1999. The Company is located in    
Chisinau, the capital of the Republic of Moldova. 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 mixers. This segment is currently in its initial      
stages. Revenue and net earnings from this segment represent less than 1% of    
total revenue and net earnings for the years ended December 31, 2005 and 2004.  
This segment is immaterial to the consolidated statements and no segment        
information is provided.                                                        

BASIS OF PRESENTATION                                                 
---------------------                                                 

The consolidated financial statements are prepared in accordance with 
generally accepted accounting principles in the United States of America ("US   
GAAP"). The Company consolidates all entities that it controls by ownership of a
majority voting interest as well as variable interest entities for which the    
Company is the primary beneficiary or owns 100%. Refer to "Variable Interest    
Entities" for a discussion of variable interest entities This basis of          
accounting differs from that used in the statutory financial statements of the  
Moldovan companies, which are prepared in accordance with the accounting        
principles generally accepted in Moldova.                                       

 The Company acquired controlling interest in Analitic Media Group, S.A.
("AMG") (100%) in June 2006 (before that Mr. Cyril Lucinschi, present 100% owner
of Cabavarum, S.R.L., was holding the controlling interest (100%) in AMG since  
July, 1999).                                                                    

Variable Interest Entities                                            
--------------------------                                            

    In December 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable  
Interest Entities" ("Interpretation 46" or "FIN 46"). Application of this       
interpretation was required in the Company's consolidated financial statements  
for the year ended December 31, 2005 and 2004 for interests in variable interest
entities that were considered to have common ownership interests.               

Interpretation 46 addresses the consolidation of business enterprises to  
which the usual condition (ownership of a majority voting interest) of          
consolidation does not apply. This interpretation focuses on controlling        
financial interests that may be achieved through arrangements that do not       
involve voting interests. The Company is owned 100% by an individual who        
also owns 100% of another related company. Interpretation 46 concludes that in  
the absence of clear control through voting interests, a company's exposure     
(variable interest) to the economic risks and potential rewards from the        
variable interest entity's assets and activities are the best evidence of       
control. If any entity holds a majority of the variable interest of an entity,  
or 100% of both entities, it would be considered the primary beneficiary. Upon  
consideration, the primary beneficiary is generally required to include assets, 
liabilities and non-controlling interests at fair value and subsequently account
for the variable interest as if it were consolidated based on majority voting   
interest.                                                                       

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     In the Company's financial statements as of December 31, 2005 and 2004, the
Company consolidated all entities that it controlled by ownership of a majority 
of voting interests. As a result of Interpretation 46, effective as of December 
31, 2004, the Company's consolidated balance sheet includes the assets and      
liabilities of Cabavarum S.R.L. and Analytic Media Group, S.A.                  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                            
------------------------------------------                            

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

  The consolidated financial statements of the Company include the Company
and its one wholly-owned subsidiary. 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 December 31, 2005   
and 2004, cash equivalents approximated $250,000 and $-0-, 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.                                                 

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           

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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 December 31, 2005 and 2004: at US$1.00: MDL$12.8320 and US$1.00:    
MDL$12.4600. Income and expense items were converted at the average rates for   
the years 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.                                                                      

     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        

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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.                                                      

New Financial Accounting Standards                                    
----------------------------------                                    

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.                

    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 December 31, 2005 and 2004, respectively, marketable securities have a
cost and estimated fair value of $401,200 and $48,803.                          

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3.   INVENTORIES                                                                

Inventories are summarized as follows at December 31, 2005 and 2004:  

           2005         2004
           ----         ----
Raw materials                  $11,200      $27,727                   
Small tools                      3,177        3,082                   
Purchased goods and other       34,424       47,921                   
            -------      -------
            $48,801      $78,730
            =======      =======

Certain inventory is pledged as collateral for notes (See Note 5).    

4.   PROPERTY, PLANT AND EQUIPMENT                                              

  Property, plant and equipment consisted of the following at December 31,
2005 and 2004:                                                                  

                                2005                2004
                                ----                ----
Land                                   $   6,842          $  25,240         
Buildings, machinery and equipment       544,653            717,603         
Construction in progress and other        97,235            118,533         
                              ---------          ---------
Gross                                648,730            861,376     
Less accumulated depreciation           (360,790)          (273,479)        
                              ---------          ---------
Net                                $ 287,940          $ 587,897     

Depreciation expense for 2005 and 2004 totalled $128,934 and $127,100,
respectively. Certain property, plant and equipment is pledged as collateral for
notes (See note 5).                                                             

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. Accrued interest of $108,942 is included in   
accrued expenses as of December 31, 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. 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.  

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6.   INCOME TAXES (continued)                                                   

     Significant components of the Company's deferred tax assets and liabilities
are as follows at December 31:                                                  

                                                        [Enlarge/Download Table]

                                                                         December 31,                       
                                                               2005                           2004          
                                                   Temporary         Tax           Temporary         Tax    
                                                   Difference       Effect         Difference       Effect  
                                                   ----------       ------         ----------       ------  
                                                                                                            
Deferred tax assets:                                                                                        
  Net operating loss carryforwards                  $     -         $     -         $     -         $     - 
  Less valuation allowance                                -               -               -               - 
                                                    -------         -------         -------         ------- 

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

Deffered tax liabilities                                                                                    
  Book depreciation in excess of tax depreciation    17,933          (3,288)         12,790          (2,558)
                                                    -------         -------         -------         ------- 

Net deferred tax                                    $17,933         $(3,288)        $12,790         $(2,558)
                                                    =======         =======         =======         ======= 

    A reconciliation of income tax computed at the nominal statutory corporate
tax rate to the provision for income taxes follows:                   

                                                   2005           2004
                                                   ----           ----
      Income taxes at nomial rate                $ 171,537     $ 190,637
Increase (decrease in taxes)                                
resulting from:                                           
Expense deductible for                                
          books not deductible for tax               49,693        (5,433)
                                                 ---------     ---------
                                                 $ 221,230     $ 185,204
                                                 =========     =========

7.   SUBSEQUENT EVENTS                                                          

On June 30, 2006, the Company executed a Share Exchange Agreement with
Emerging Media Holdings, Inc., a Nevada corporation ("EMH"). As provided for in 
the share acquisition agreement, the stockholders of Cabavarum S.R.L. received  
10,970,000 shares of EMH common stock, representing 76% of the outstanding stock
after the acquisition, in exchange for the outstanding shares of Cabavarum      
S.R.L. common stock they held, which was accounted for as a reverse acquisition.

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 EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

ASSETS

                                                                [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 colsolidated financial statements

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 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                  2004     
                                                       ----           ----                  ----     
                                                   (Unaudited)                                       
                                                                                                     
Sales                                              $    338,209   $  2,937,588          $  2,306,140 
                                                   ------------   ------------          ------------ 

Costs and expenses:                                                                                  
  Cost of sales                                         269,225      1,400,293             1,030,430 
  Selling and marketing expenses                          2,276         89,900                85,022 
  General and administrative expenses                    89,245        148,119               169,680 
  Other operating expenses                               15,164          5,538                30,957 
                                                   ------------   ------------          ------------ 
                                                        375,910      1,643,850             1,316,089 
                                                   ------------   ------------          ------------ 
  Income (loss) from operations                         (37,701)     1,293,738               990,051 

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

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

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

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

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

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

See notes to colsolidated financial statements

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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 colsolidated financial statements

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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 colsolidated financial statements

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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 colsolidated financial statements

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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)
27                         Financial Data Schedule (1)                          

(1)      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

January 12, 2007                            By: /s/ Iurie Bordian               
                                   ---------------------------
                                Iurie Bordian, President

20

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
Filed as of:		1/23/07
Filed on:		1/22/07		14
		1/12/07		48
		12/31/06		17					10KSB
		12/29/06		48
		12/12/06		18
		10/25/06		22
		10/9/06		31
		9/30/06		4		45
		6/30/06		4		42
		3/6/06		5
		3/1/06		5
		12/31/05		4		45
		6/15/05		40
		12/31/04		4		45
		1/1/04		34		45
		12/31/03		25
		9/30/03		25
		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

 2/09/07  SEC                               UPLOAD¶     9/28/17    1:70K  Lifestyle Medical Network, Inc.