Lifestyle Medical Network (LMNK) 10-Q 2010 Q3 Quarterly report

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     September 30, 2010

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:    0-52408

EMERGING MEDIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA	13-1026995
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1809 E. BROADWAY ST., SUITE 175, OVIEDA, FLORIDA	32765
(Address of principal executive offices)	(Zip Code)

(806) 688-9697

(Registrant's Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  (Check One):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer       (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  o No  x

As of November 10, 2010, there were 12,250,922 shares of Common Stock, $0.001 par value, outstanding.

Emerging Media Holdings, Inc. and Subsidiaries
Index
			Page
	PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Consolidated Balance Sheets as of September 30, 2010
		and December 31, 2009  (unaudited)	2
		Consolidated Statements of Operations for the
		Nine and Three Months Ended September 30, 2010 and 2009 (Unaudited)	3
		Consolidated Statements of Comprehensive Income for the Nine and Three Months ended September 30, 2010 and 2009 (unaudited)	4
		Consolidated Statement of Stockholders' Equity for the Period Ended September 30, 2010 (Unaudited)	5
		Statement of Cash Flows for the Nine Months  Ended September 30, 2010 and 2009 (Unaudited)	6-7
		Notes to Unaudited Financial Statements	8-20
	Item 2.	Management's Discussion and Analysis of Financial
		Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 4.	Controls and Procedures	24
	PART II.	OTHER INFORMATION
	Item 6.	Exhibits.	25
	Signatures		25

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.  It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ending December 31, 2009.

The results of operations for the nine and three months ended September 30, 2010 and 2009 are not necessarily indicative of the results for the entire fiscal year or for any other period.

1

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
	September 30,			December 31,
	2010			2009
CURRENT ASSETS:
Cash and cash equivalents	$	263,978		$	647,861
Marketable securities		250,000			328,801
Accounts receivable - net of allowance for doubtful accounts of $5,000
and $246,000		496,594			3,578,358
Inventories		19,244			308,732
Employee receivables and other current assets		201,321			169,544
Total Current Assets		1,231,137			5,033,296
Property, plant and equipment, net		81,602			2,893,835
Restricted cash		-			720,888
Intangible assets - net		215,429			258,041
Goodwill		3,639,645			7,510,892
TOTAL ASSETS	$	5,167,813		$	16,416,952
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Notes payable	$	-		$	471,595
Accounts payable		108,217			3,772,888
Accrued expenses		91,184			374,094
Capitalized lease obligations		2,953			81,788
Customer deposits		20,909			552,851
Total Current Liabilities		223,263			5,253,216
LONG-TERM LIABILITIES:
Notes payable - less current portion above		-			1,165,087
Capitalized lease obligations - less current portion above		-			14,038
Total Long-Term Liabilities		-			1,179,125
TOTAL LIABILITIES		223,263			6,432,341
Commitments and Contingencies		-			-
EQUITY:
Emerging Media Holdings Inc. and Subsidiaries Stockholders' Equity:
Common stock, $.001 par value, 100,000,000 shares
authorized; 12,250,920 and 17,303,000 shares issued
at September 30, 2010 and December 31, 2009		12,168			17,303
Additional paid-in-capital		5,670,649			9,026,003
Retained earnings (deficit)		(827,681	)		721,510
Accumulated other comprehensive income (loss)		56,011			(406,856	)
Less: Cost of common stock in treasury, 9,800 shares		(9,237	)		(9,237	)
Total Emerging Media Holdings Inc. and Subsidiaries Stockholders' Equity		4,901,910			9,348,723
Noncontrolling interest		42,640			635,888
Total Equity		4,944,550			9,984,611
TOTAL LIABILITIES AND EQUITY	$	5,167,813		$	16,416,952

See Notes to Unaudited Consolidated Financial Statements

2

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For The Nine Months Ended September 30,						Fosr The Three Months Ended September 30,
	2010			2009			2010			2009
Revenues	$	2,223,779		$	1,745,928		$	784,685		$	527,723
Costs and expenses:
Cost of sales		1,520,750			1,058,680			508,318			406,269
Selling, general and administrative expenses		772,970			770,839			258,755			221,177
		2,293,720			1,829,519			767,073			627,446
Income (loss) from operations		(69,941	)		(83,591	)		17,612			(99,723	)
Other income (expense):
Interest expense		(850	)		(1,969	)		(275	)		(1,125	)
Other income (principally interest income)		11,760			194,627			3,163			83,058
		10,910			192,658			2,888			81,933
Earnings (loss) from continuing operations before		(59,031	)		109,067			20,500			(17,790	)
provision for income taxes
Provision for income taxes		-			-			-			-
Earnings (loss) from continuing operations		(59,031	)		109,067			20,500			(17,790	)
Discontinued operations (Note 18):
Gain on sale of SC Genesis
International S.A.		109,016			-			109,016			-
Loss from operations of SC Genesis
International S.A.		(1,945,670	)		-			(467,788	)		-
		(1,836,654	)		-			(358,772	)		-
Net earnings (loss)		(1,895,685	)		109,067			(338,272	)		(17,790	)
Less: Net earnings (loss) attributable to the
noncontrolling interest		(346,494	)		-			(68,038	)		-
Net earnings (loss) attributable to Emerging Media
Holdings, Inc. and Subsidiaries	$	(1,549,191	)	$	109,067		$	(270,234	)	$	(17,790	)
Earnings (loss) per common share:
Earnings (loss) per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders from continuing
operations - basic	$	(0.00	)	$	0.01		$	0.00		$	(0.00	)
Earnings (loss) per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders from discontinued
operations - basic	$	(0.10	)	$	0.00		$	(0.02	)	$	0.00
Earnings (loss) per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders from continuing
operations - diluted	$	(0.00	)	$	0.01		$	0.00		$	(0.00	)
Earnings (loss) per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders from discontinued
operations - diluted	$	(0.10	)	$	0.00		$	(0.02	)	$	0.00
Weighted average common shares - basic		17,814,711			16,303,000			17,041,557			16,303,000
Weighted average common shares - diluted		17,814,711			17,303,000			17,041,557			17,303,000

See Notes to Unaudited Consolidated Financial Statements

3

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
	For the Nine Months Ended
	September 30,
	2010			2009
Net earnings (loss)	$	(1,895,685	)	$	109,067
Other comprehensive income (loss) - net of tax:
Currency translation adjustment		216,184			(97,160	)
Comprehensive income (loss)		(1,679,501	)		11,907
Comprehensive income (loss) attributable to noncontrolling
interest		(346,494	)		-
Comprehensive income (loss) attributable to Emerging
Media Inc. and Subsidiaries	$	(1,333,007	)	$	11,907

See Notes to Unaudited Consolidated Financial Statements

4

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
																									Accumulated
							Preferred Stock						Common Stock									Retained			Other
				Comprehensive			Number of						Number of						Additional Paid			Earnings			Comprehensive			Treasury			Noncontrolling
	Total			Income			Shares			Amount			Shares			Amount			In Capital			(Deficit)			Income (Loss)			Stock			Interest
Balance, January 1, 2009	$	9,890,609						1,000,000		$	4,000,000			16,303,000		$	16,303		$	5,027,003		$	693,547		$	162,993		$	(9,237	)	$	-
Conversion of preferred stock		-						(1,000,000	)		(4,000,000	)		1,000,000			1,000			3,999,000
Noncontrolling interest		587,230																														587,230
Net earnings year ended
December 31, 2009		76,621		$	76,621																		27,963									48,658
Currency translation		(569,849	)		(569,849	)																				(569,849	)
Comprehensive loss				$	(493,228	)
Balance, December 31, 2009		9,984,611						-			-			17,303,000			17,303			9,026,003			721,510			(406,856	)		(9,237	)		635,888
Issuance of common stock
for acquisition														1,250,000			1,250			346,149						(29,455	)					(317,944	)
Sale of SC Genesis
International S.A.		(3,377,560	)											(8,443,900	)		(8,444	)		(3,369,116	)
Non-cash based compensation		17,000												100,000			17			16,983
1:5 Forward split adjustment														2,041,820			2,042			(2,042	)
Adjustment to noncontrolling interest
for sale of SC Genesis
International S.A.		-																		(347,328	)					276,138						71,190
Net loss nine months ended
September 30, 2010		(1,895,685	)	$	(1,895,685	)																	(1,549,191	)								(346,494	)
Currency translation		216,184			216,184																					216,184
Comprehensive loss				$	(1,679,501	)
Balance, September 30, 2010	$	4,944,550						-		$	-			12,250,920		$	12,168		$	5,670,649		$	(827,681	)	$	56,011		$	(9,237	)	$	42,640

See Notes to Unaudited Consolidated Financial Statements

5

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For The Nine Months Ended
	September 30,
	2010			2009
Cash flows from operating activities:
Net earnings (loss)	$	(1,895,685	)	$	109,067
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation and amortization		574,514			86,645
Non-cash compensation		5,667			-
Loss (gain) on disposition of subsidiary		(109,016	)		-
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables		2,931,046			(181,072	)
(Increase) decrease in inventories		(396	)		158
(Increase) in employee receivables and other
current assets		(138,703	)		(68,285	)
Decrease in restricted cash		286,979			-
(Decrease) increase in accounts payable,
accrued liabilities and income taxes payable		(1,663,742	)		23,387
(Decrease) in customer deposits		(395,818	)		-
Net Cash (Used In) Provided by Operating
Activities		(405,154	)		(30,100	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(37,179	)		(84,042	)
Cash given upon sale of Genesis		(33,909	)		-
Proceeds from sale of marketable securities		78,101			(80,066	)
Repayment of loans by employees		-			9,755
Advances on note receivable		-			(500,000	)
Net Cash Provided by (Used In) Investing Activities		7,013			(654,353	)
Cash flows from financing activities:
Proceeds from loans		1,215,465			1,000
Repayment of debt - related parties		-			(48,123	)
Repayment of debt		(1,206,078	)		(3,929	)
Net Cash Provided by (Used In) Financing Activities		9,387			(51,052	)
Effect of exchange rate changes on cash		4,871			(33,678	)
Net (decrease) in cash		(383,883	)		(769,183	)
Cash and cash equivalents - Beginning of period		647,861			1,334,738
Cash and cash equivalents - End of period	$	263,978		$	565,555

See Notes to Unaudited Consolidated Financial Statements

6

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
	For The Nine Months Ended
	September 30,
	2010		2009
Supplemental disclosure cash flow information:
Cash paid for interest	$	167,965	$	1,989
Cash paid for income taxes	$	-	$	-

See Notes to Unaudited Consolidated Financial Statements

7

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheet as of September 30, 2010 and the consolidated statements of operations, stockholders' equity and cash flows for the periods presented have been prepared by Emerging Media Holdings, Inc. (the "Company" or "EMH") and are unaudited.  In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made.  The information for the consolidated balance sheet as of December 31, 2009 was derived from audited financial statements.

Organization

Emerging Media Holdings, Inc. (the "Company" or "EMH") was incorporated in the State of Nevada on September 3, 2003.  The Company operates in two industries, each in its own geographic area. The Company directs its operations through its subsidiaries located in Moldova and Romania.  Through its Moldovan subsidiaries, the Company's primary activities are in radio and television broadcasting.  The Company was granted a broadcasting license in 2005 which extends through 2011 and earns revenue primarily through advertisement sales.  Through its Romanian subsidiary, the Company supplies infrastructure projects to highways and roads throughout Romania using a road base material.

On August 3, 2010, the Company entered into a Purchase Agreement with Stipula Financial Inc., a British Virgin Islands corporation, (“Stipula Financial”), pursuant to which Stipula Financial agreed to purchase from the Company eighty (80%) percent of the outstanding shares of SC Genesis International S.A. owned by the Company.  The consideration for the sale of the Company’s 80% interest in Genesis under the Purchase Agreement was the assignment and transfer to the Company by certain of the Company’s shareholders of 8,443,900 shares of the Company’s common stock.  The closing was consummated on September 10, 2010.

Basis of Presentation

Reporting and functional currency

The Company has determined that the United States dollar (“USD") is the reporting currency for the purposes of financial reporting under US GAAP.

The local currency and the functional currency of the subsidiaries of the Company is the Moldovan Lei ("MOL") and the Romanian Lei ("RON").

Any conversion of MOL and RON amounts to USD should not be construed as a representation that such MOL and RON amounts have been, could be, or will in the future be converted into USD at the current exchange rate or at any other exchange rate.

Significant Accounting Policies

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  There were no significant changes to these accounting policies during the nine months ended September 30, 2010 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.ACQUISITIONS

a) On October 1, 2009, the Company consummated an acquisition of 60% of the outstanding shares of SC Genesis International S.A. ("Genesis") owned by IPA International Project Establishment.  The consideration paid by the Company for the acquisition of Genesis was approximately $4,800,000.

8

Genesis, a joint stock company incorporated under the laws of Romania, has as its principal business, the construction of roads and highways.  Other secondary activities include surface and underground railway construction, other special construction projects, relocation services and merchandise transportation.

The fair value of the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in Genesis has been measured as of the date of acquisition.  The measurement period is the period after the acquisition date during which time the Company may adjust the provisional amounts recognized for the business combination.  Goodwill has been recognized as the excess of the fair value of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed.  The Company accounted for acquisition-related costs as expenses in the periods in which the costs were incurred and the services were received.

The following table presents the allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values.

At October 1, 2009
Purchase price
Exchange of note receivable	$	4,280,498
Note payable		471,595
Total consideration			$	4,752,093
Allocation of purchase price:
Cash				47,511
Accounts receivable				6,162,295
Inventories				571,823
Other current assets				158,007
Property, plant and equipment				3,061,537
Restricted cash				850,267
Goodwill				3,871,247
Total Assets Acquired				14,722,687
Notes payable - current				539,011
Accounts payable				5,185,742
Customer advances				598,582
Accrued expenses				343,857
Capitalized lease obligations				91,384
Notes payable - long-term				2,624,788
Non-controlling interests				587,230
Total Liabilities Assumed			$	9,970,594
Net Assets Acquired			$	4,752,093

b) On February 20, 2010, the Company acquired 20% of the outstanding common stock of Genesis held by the noncontrolling interests in exchange for 1,250,000 shares of common stock of Emerging Media Holdings, Inc., valued at $500,000, the fair value of the common stock at the date of issuance.  The purchase has been accounted for as an equity transaction in accordance with ASC 840-10-45-23, "Business Combinations".  The noncontrolling interest and other comprehensive income has been reduced by $347,399 and credited to the equity of EMH.

c) On August 3, 2010, the Company entered into an agreement to sell its 80% interest in Genesis.  The consideration for the sale was the assignment and transfer to the Company by certain of the Company’s shareholders of 8,443,900 shares of the Company’s common stock.  The Company recorded a gain on the sale of Genesis of approximately $109,000 which is included in discontinued operations in the Company’s consolidated statement of operations for the nine months ended September 30, 2010.

9

d) On May 2, 2008, the Company acquired the common stock of Media Top Prim S.R.L. (LLC) (“Media Top Prim”), located in Moldova, for 1,000,000 shares of the Company’s preferred authorized by the Company and designated for issuance in connection with the acquisition of Media Top Prim.  The preferred shares were convertible into common shares on a 1:1 basis.  In 2009, the 1,000,000 preferred shares were converted into 1,000,000 common shares.  Media Top Prim’s primary activities are in radio and television broadcasting.  Media Top Prim earns its revenues primarily through advertisement sales.  Media Top Prim was granted a broadcasting license on April 24, 2007 which extends to April 24, 2013.  The purchase price was allocated to both tangible and inta ngible assets and liabilities based on estimated fair values after considering an independent formal appraisal.

The acquisitions have been accounted for using the purchase method of accounting, and accordingly, the results of operations of Media Top Prim is included in the Company’s consolidated financial statements from the date of acquisition as part of continuing operations.  The operations of Genesis are included in discontinued operations.

3.EARNINGS PER SHARE

Basic earnings per common share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common shares and potential common shares outstanding during the period.  Potential common shares used in computing diluted earnings per share relate to preferred stock which if exercised would have a dilutive effect on earnings per share.  For the nine and three months ended September 30, 2010 and 2009, there were -0- and 1,000,000 shares, respectively, potential common shares outstanding.

The weighted average shares outstanding used in the computation of basic and diluted earnings per share are as follows:

	Nine Months Ended				Three Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Basic		17,814,711		16,303,000		17,041,557		16,303,000
Potential shares		-		1,000,000		-		1,000,000
Fully diluted		17,814,711		17,303,000		17,041,557		17,303,000

4. FAIR VALUE MEASUREMENTS

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period.  The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the i nputs used in measuring fair value.  These tiers are defined as follows:

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

Level 2 -  Inputs other than quoted prices in active markets that are either directly or indirectly observable

Level 3 -  Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of September 30, 2010, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of cash and cash equivalents, investments in marketable securities and restricted cash.  The fair values of the cash and cash equivalents and restricted cash is determined based on quoted market prices in public markets and is categorized as Level 1.  The investment in marketable securities is determined by the Company based on market prices other than quoted prices in active markets and is categorized as Level 2.  These are also categorized as held-to-maturity securities.  The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or out of Level 1, Level 2 or Level 3 during t he nine months ended September 30, 2010 and 2009 except for the restricted cash which was transferred out in connection with the sale of Genesis.

10

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of September 30, 2010 and December 31, 2009.

			Assets at Fair Value as of September 30, 2010 and
			December 31, 2009 Using
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Observable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2010
Cash and cash equivalents	$	263,928	$	263,928	$	-	$	-
Held-to-maturity securities		250,000		-		-		250,000
Restricted cash		-		-		-		-
Total	$	513,928	$	263,928	$	-	$	250,000
December 31, 2009
Cash and cash equivalents	$	647,861	$	647,861	$	-	$	-
Held-to-maturity securities		328,801		-		-		328,801
Restricted cash		720,888		720,888		-		-
Total	$	1,697,550	$	1,368,749	$	-	$	328,801

The Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values.  The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of September 30, 2010.

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis.  These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date.  On September 10, 2010, the Company consummated the sale of its Genesis subsidiary.  The triggering event did not have a material effect on the value of its goodwill connected to the Genesis acquisition.

11

 5.JOINT VENTURE

In August 2008, the Company announced the creation of a new advertising company, Alkasar Media Services S.R.L. ("Alkasar").  The Company and Alkasar Region LLC have agreed to become partners to promote new advertising technologies in Republic of Moldova in the media buying business, each owning a 50% interest in the joint venture.

The joint venture has been funded through the initial share capital from each of the investors.  If additional capital is needed, the joint venture will raise the additional capital from contributions in share capital or loans from the shareholders.  If one shareholder does not want to fund the joint venture, it is not obligated to invest the money.

The joint venture shall make annual distributions to the joint venture partners.  The distribution is up to the discretion of the general manager of the joint venture within 30 days following the end of the fiscal year.  The general manager is not allowed to make distributions if it is for the full payment of the share capital or if the result of the distribution the assets would be less than the amount of the share capital.  For the nine months ended September 30, 2010 and 2009, no distributions were made.
 

As of September 30, 2010, Alkasar had assets of $385,622 and liabilities of $299,893.

Alkasar Region LLC is affiliated with Gazprom - Media JSC advertising agency, selling advertising in more then 80 of the largest Russian cities, such as Moscow, St. Petersburg and others.

6. GOODWILL AND INTANGIBLES

Goodwill represents the excess of the purchase price and related acquisition costs over the value assigned to the net intangible and other intangible assets with finite lives acquired in a business acquisition.

Other intangibles include the value assigned to the license purchased as part of the acquisition of Media Top Prim. Amounts assigned to these intangibles were determined by management.  Management considered a number of factors in determining the allocations, including valuations and independent appraisals.  Other intangibles are being amortized over 7 years, the life of the license.  Amortization expense was $42,612 and $42,612, for the nine months ended September 30, 2010 and 2009, respectively.

The changes in the carrying value of goodwill for the nine months ended September 30, 2010 is as follows:

	Total
Balance, December 31, 2009	$	7,510,892
Adjustment for the sale of
SC Genesis International S.A.		(3,871,247	)
Balance, September 30, 2010	$	3,639,645

Nonfinancial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a non recurring basis.  These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  On August 3, 2010, the Company entered into an agreement to sell its Genesis subsidiary.  Management determined the triggering event will not have a material effect on the value of its goodwill connected to the Genesis acquisition.

For the annual goodwill impairment assessment performed in 2009, the Company’s fair value analysis was supported by a weighting of two generally accepted valuation approaches, including the income approach and the market approach, as further described below.  These approaches include numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact operations in the future, and are therefore uncertain.  These approaches are utilized to develop a range of fair values and a weighted average of these approaches is utilized to determine the best fair value estimate within that range.

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The components of intangible assets other than goodwill are as follows:

	September 30, 2010				December 31, 2009
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License agreements	$	348,000	$	132,571	$	348,000	$	89,959

Estimated amortization expense for intangible assets for the next five years is as follows:

Year Ending	Amortization
December 31,	Expense
2010	$	12,429
2011		49,714
2012		49,714
2013		49,714
2014		49,714

7. MARKETABLE SECURITIES

At September 30, 2010 and December 31, 2009, marketable securities have a cost and estimated fair value of $250,000 and $328,801, respectively.  The market value of the marketable securities did not change as the securities were fixed yield bonds with a fixed price and fixed interest rate.  The investments are held-to-maturity and are recorded at cost, which approximates market value.  During the first quarter of 2010, bonds in the amount of $78,801 matured and were not renewed.  The balance of the bonds mature in March 2011.

8. INVENTORIES

In accordance with FASB ASC 360-15-35, "Impairment or Disposal of Long-Lived Assets", ("ASC 360-15"), the Company records impairment losses on inventory related to projects under development when events and circumstances indicate that they may be impaired and the undiscounted cash flows estimated by these assets are less than their related carrying amounts.  The Company recorded no impairments for the nine months ended September 30, 2010.

As of September 30, 2010 and December 31, 2009, inventory consists of the following:

	September 30,		December 31,
	2010		2009
Raw materials	$	19,244	$	94,315
Capitalized costs		-		186,249
Advance payments to contractors		-		28,168
	$	19,244	$	308,732

9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, which includes amounts recorded under capital leases, consisted of the following:

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	September 30,		December 31,
	2010		2009
Machinery and equipment	$	713,207	$	3,094,484
Transportation equipment		-		602,929
Building and building improvements		-		21,187
		713,207		3,718,600
Less accumulated depreciation		631,605		824,765
	$	81,602	$	2,893,835

Depreciation expense from continuing operations for the nine months ended September 30, 2010 and 2009 totalled $43,372 and $44,033, respectively.

10.      NOTES PAYABLE

Notes payable balances as of September 30, 2010 and December 31, 2009 were as follows:

	September 30,		December 31,
	2010		2009
Note payable to Romanian International Bank,	$	-	$	1,165,087
interest @ 20.5%, due February 2011 (1)
Note payable to IPA, interest @ 5%, due		-		471,595
upon demand (2)
		-		1,636,682
Less: Current portion		-		471,595
	$	-	$	1,165,087

(1) The note was eliminated in connection with the sale of Genesis.

(2) Note payable in connection with the acquisition of 60% of Genesis.  The note was eliminated in connection with the sale of Genesis.

Interest expense from continuing operations related to Notes Payable for the nine months ended September 30, 2010 and 2009 amounted to $-0- and $-0-, respectively.

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The following table shows the maturities by year of the total amount of notes payable at September 30, 2010:

Year ending December 31,
2010	$	-
2011		-
	$	-

11.          CAPITALIZED LEASE OBLIGATIONS

Property under lease:

	September 30,		December 31,
	2010		2009
Equipment	$	12,778	$	237,818
Less: Accumulated depreciation		11,713		23,526
	$	1,065	$	214,292

The following is a schedule of minimum future lease payments required as of September 30, 2010, under capital leases which have an initial or remaining non-cancellable lease term in excess of one year:

Fiscal year ending:
2010	$	1,239
2011		2,064
Total minimum lease payments		3,303
Less amount representing interest		350
Present value of net minimum
lease payment		2,953
Less current obligations		2,953
Long-term obligations	$	-

Interest expense from continuing operations related to Capitalized Lease Obligations for the nine months ended September 30, 2010 and 2009 was $850 and $1,969, respectively.

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12.          NONCONTROLLING INTEREST

Effective January 1, 2009, the Company completed its implementation of FASB ASC 810.

The following table sets forth the noncontrolling interest balance and the changes to this balance attributable to the third-party interests in Alkasar Media Services S.R.L. and SC Genesis International S.A.

	September 30,			December 31,
	2010			2009
Balance at beginning of period	$	635,888		$	-
Noncontrolling interest from the acquisition of
60% of Genesis International S.A. in 2009		-			587,230
Adjustment of noncontrolling interest in connection
with the acquisition of 20% of Genesis
International S.A. in 2010		(317,944	)		-
Adjustment for sale of 80% of Genesis		71,190			-
Noncontrolling interest share of income (loss)		(346,494	)		48,658
Balance at end of period	$	42,640		$	635,888

The loss for 2008 of Alkasar exceeded the capital of the third party.  Losses are only allocable to the extent of capital.  Any excess losses are absorbed by the Company.  In future periods, net income has been allocated to previous unallocated losses before being allocated to third party interests.

13.          INCOME TAXES

The Company adopted the provisions of ASC 740 on January 1, 2007.  As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits.  The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed.  Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet.  Included in any liability for uncertain tax positions, the Company will also setup a liability for interest and penalties.  The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions.  The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2006 and for state examinations before 2005.   Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2007 in Europe.  The Company is not currently being audited by any tax authorities.

The nominal statutory corporate rate in the Republic of Moldova is 0% for 2010 and 2009.   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.  The nominal statutory tax rate in the Romanian Republic is 25%.  Taxes are calculated in accordance with Romanian regulations and are paid annually.  There is no U.S. tax provision due to losses during both 2009 and 2008.  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 item giving rise to deferred taxes is the net operating loss carryforward in the U.S.   ;Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized.

The President of the United States has presented a budget to the United States Congress which contains various modifications to international tax provisions.  Some of the proposed changes might subject the Company to, among other things, additional income taxes, restrictions on how foreign tax credits would be calculated and affect taxation regarding the transfer of intangible property.  The Company cannot ascertain at this time what the final outcome of this proposed legislation will be of the effect, if any, on the Company's results of operations or financial condition.  Additionally, the Internal Revenue Service ("IRS") released a draft tax schedule and instructions that provide additional details on its proposal to require companies with assets of $10.0 million or more to report their uncertain tax pos itions annually, beginning with the 2010 tax year on their business tax returns.

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14.          STOCKHOLDERS' EQUITY

 Common Stock

On September 15, 2010, the Company approved a 20% stock dividend for the holders of common stock consisting of one share for each of five shares held of record or the September 15, 2010 record date.

Preferred Stock

The Company authorized 1,000,000 shares of preferred stock to be designated for issuance in connection with the acquisition of Media Top Prim.  The preferred shares were convertible into common shares on a 1:1 basis.  In 2009, the 1,000,000 preferred shares were converted into 1,000,000 common shares.  As of September 30, 2010, no preferred shares were outstanding.

Treasury Stock

On September 22, 2008, the Board of Directors authorized the Company to purchase shares of the Company's common stock in the open market.  As of September 30, 2010, the Company repurchased 9,800 shares in the amount of $9,237.  No shares have been repurchased subsequent to September 30, 2010.

15.          DISCONTINUED OPERATIONS

On September 10, 2010, the Company consummated the sale of its 80% owned subsidiary, Genesis.  The Company received 8,443,900 shares of its common stock, valued at $3,377,560, from certain of its shareholders as proceeds in connection with the sale.  A gain of approximately $109,000 was recognized in connection with the sale.

The operating results of Genesis have been classified as discontinued operations and are summarized as follows:

	Nine Months Ended					Three Months Ended
	September 30,					September 30,
	2010			2009		2010			2009
Sales	$	569,698		$	-	$	286,365		$	-
Loss before income tax benefit		(1,945,670	)		-		(467,788	)		-
Loss from discontinued operations		(1,945,670	)		-		(467,788	)		-

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Details of balance sheet items for Genesis are summarized below:

	September 30,		December 31,
	2010		2009
Cash	$	-	$	257,873
Accounts receivable		-		3,289,029
Inventories		-		295,427
Other current assets		-		169,545
Total Current Assets	$	-	$	4,011,874
Property, plant and equipment	$	-	$	2,259,778
Restricted cash		-		720,888
Total Non-Current Assets	$	-	$	2,980,666
Current portion of long-term debt	$	-	$	-
Accounts payable		-		3,732,076
Accrued expenses		-		776,328
Total Current Liabilities	$	-	$	4,508,404
Long-term debt	$	-	$	1,179,125
Minority interests	$	-	$	635,888

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18.          BUSINESS SEGMENT INFORMATION

FASB ASC 280-10-10, "Segment Reporting" ("ASC 280-10-10"), established standards for reporting information about operating segments.  Operating segments are defined as components of an enterprise about which separate financial information is available is evaluated regularly by management.  The Company is organized by geographical area and industry segment.

	Nine Months Ended						Three Months Ended
	September 30,						September 30,
	2010			2009			2010		2009
Net Revenue by Geographic Areas:
United States	$	-		$	-		$	-	$	-
Europe		2,223,779			1,745,928			784,685		527,723
	$	2,223,779		$	1,745,928		$	784,685	$	527,723
Net Revenue by Industry Segment:
Media	$	2,223,779		$	1,745,928		$	784,685	$	527,723
Road construction		-			-			-		-
	$	2,223,779		$	1,745,928		$	784,685	$	527,723
Income (loss) From Continuing Operations:
Media	$	(69,941	)	$	(83,591	)	$	17,612	$	(99,723	)
Road construction		-			-			-		-
	$	(69,941	)	$	(83,591	)	$	17,612	$	(99,723	)
Total Assets:	September 30, 2010			December 31, 2009
United States	$	326,106		$	1,082,322
Europe		4,841,707			15,334,630
	$	5,167,813		$	16,416,952

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17.           COMMITMENTS AND CONTINGENCIES

a) Contracts

1) The Company entered into a retransmission rights agreement with Russian Broadcasting Channels JSC “NTV” and JSC “NTV-Mir” owned by Gazprom Media, a wholly-owned subsidiary of the GazProm Corporation (a related party to Alkasar Region LLC, a 50% investor in Alkasar Media Services S.R.L.), to retransmit programs from these television networks. The contract is on a long term basis through 2010 and the Company will pay $229,333 per year. For the nine months ended September 30, 2010 and 2009, the Company expensed $207,764 and $138,667, respectively.

2) The Company entered into a retransmission rights agreement with Russian Broadcasting Channel JSC “TNT-Teleset” owned by Gazprom Media, a wholly-owned subsidiary of GazProm Corporation (a related party to Alkasar Region LLC, a 50% investor in Alkasar Media Services S.R.L.) to retransmit programs from this television network. The contract is on a long term basis through 2012 and the Company will pay $189,200 in 2010. For the nine months ended September 30, 2010 and 2009, the Company expensed $145,233 and $118,667, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report.  Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, s ustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

Overview

Organization

Emerging Media Holdings, Inc was incorporated in the State of Nevada on September 3, 2003. The Company directs its operations through its subsidiaries, IM “Media Alianta” SRL  (formerly SC “Cabavarum” SRL), SA “Analytic Media Group”, ("AMG"), ICS “Media Top Prim SRL”, and ICS “Alkasar Media Services SRL. Following the sale of the Company’s interest in SC Genesis International S.A. in September 2010, all subsidiaries' operations and assets are located in the Republic of Moldova. Through its Moldova subsidiaries, the Company's primary activities are in radio and television broadcasting.

Sale of SC Genesis International S.A.

We had acquired in the fourth quarter of 2009 and the first quarter of 2010 eighty (80%) of the outstanding shares of SC Genesis International S.A., a joint stock company incorporated under the laws of Romania (“Genesis”), for $4,800,000, and the issuance of 1,250,000 shares of our common stock. Genesis has, as its principal business, the construction of roads and highways. On August 3, 2010, we entered into an agreement with Stipula Financial Inc., a British Virgin Islands corporation (“Stipula Financial”), pursuant to which the Stipula Financial agreed to purchase from us the eighty (80%) percent of the outstanding shares of Genesis that we owned. The closing of the sale of our interest in Genesis took place on September 10, 2010, in exchange for the assignment and transfer to us of 8,443,900 shares of our common stock by existing shareholders of our company.  Following the return of the 8,443,900 shares of common stock to our treasury, we had 10,209,100 shares of common stock outstanding as of the date of this report.

Stock Dividend

The Company distributed a 20% stock dividend to the holders of its common stock of record on September 15, 2010.  Following the distribution of the stock dividend as of November 15, 2010, we have 12,250,922 shares of common stock outstanding.

Basis of Presentation

Throughout this Form 10-Q, 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.

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Significant Accounting Policies

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  There were no significant changes to these accounting policies during the nine months ended September 30, 2010 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

Trends Affecting our Business

The Company believes the key factors affecting the Company's first quarter 2010 and/or future results include the following:

· The Company's media business revenues increased during the first nine months of 2010 due to increase of the number of international companies placing TV advertising through its 50%-owned subsidiary Alkasar Media Services.The major clients began to place advertising with our TV channels TNT and TV7 during the latter part of the first quarter and the Company expects growth throughout the year.

· The number of international companies placing TV advertising through its 50%-owned subsidiary Alkasar Media Services increased by 100% to a current total of 26 companies, significantly increasing its client base in this segment. New clients that recently signed annual budget contracts with Alkasar include Reckitt Benckiser,  Henkel, Nestle, Unilever, Danone and Benneton. Alkasar, which has an affiliate relationship with JSC Gazprom-Media, accounted for 30% of Emerging Media Holdings total revenue for the first six months of 2010, a significant jump from 10% for all of 2009.  Alkasar Media anticipates continued substantial growth in this key segment for the year 2011.

· The Company's media business operations were impacted during the first nine months due to increased costs as the media business increased focus on the production of high quality broadcasting, which required purchases of more expensive services.

· The Company's media business experienced increased competition from new TV channels during the first nine months of 2010 that may affect future operations throughout 2010.

Results of Operations

Nine Months ended September 30, 2010 compared to the Nine Months ended September 30, 2009.

REVENUES. Revenues from continuing operations for the nine month period ended September 30, 2010, increased by $477,851 or 27% to $2,223,779 as compared to $1,745,928 during the comparable period of 2009. Overall growth of our media business was primarily stagnant during the first quarter due to the late planning of advertising budgets by our larger clients.  The major clients began to place advertising with our TV channels TNT and TV7 during the latter part of the quarter.  Revenues from the discontinued operations of Genesis subsidiary were $569,698 for the nine month period ended September 30, 2010.

COST OF SALES. Cost of sales from continuing operations for our media business increased by approximately $462,000 or 43% to $1,520,750 for the nine month period ending September 30, 2010, from $1,058,680 for the comparable period in 2009.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and administrative expenses for our media businesses increased by $2,131 or 0.2% to $772,970 for the nine month period ending September 30, 2010 from $770,839 for the comparable period in 2009.

LOSS FROM OPERATIONS.  As a result of the launch of the new project, the loss from media operations for the nine months ended September 30, 2010 was $(59,031) as compared to earnings of $109,067 for the comparable period in 2009. For Genesis, the loss from discontinued operations for the first nine months of 2010 was $1,945,670.

OTHER ITEMS. Other income decreased from $194,627 in the nine months ended September 30, 2009 to $11,760 in the current period primarily due to the use of funds for the acquisition of Genesis.

INCOME TAXES. Income taxes were not provided for the periods ended September 30, 2010 and September 30, 2009 as the Moldovan tax rate was 0% for 2009 and the Company incurred losses during 2010.

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Three Months ended September 30, 2010 compared to the Three Months ended September 30, 2009.

REVENUES. Revenues from continuing operations for the three month period ended September 30, 2010, increased by $256,962 or 48% to $784,685 as compared to $527,723 during the comparable period of 2009.  The major clients began to place advertising with our TV channels TNT and TV7 during the latter part of the first quarter of 2010.  Revenues from the discontinued operations of Genesis subsidiary were $286,385 for the three month period ended September 30, 2010.

COST OF SALES. Cost of sales from continuing operations for our media business increased by approximately $102,000 or 25% to $508,318 for the three month period ending September 30, 2010, from $406,269 for the comparable period in 2009.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and administrative expenses for our media businesses increased by $37,578 or 17% to $258,755 for the three month period ending September 30, 2010 from $221,177 for the comparable period in 2009.

LOSS FROM OPERATIONS.  We had earnings from media operations of $20,500 for the three months ended September 30, 2010 as compared to a loss of $(17,790) for the comparable period in 2009. For Genesis, the loss from discontinued operations for the three month period ended September 30, 2010 was $467,788.

OTHER ITEMS. Other income decreased from $83,058 in the three months ended September 30, 2009 to $3,163 in the current period due to use of funds for the acquisition of Genesis.

INCOME TAXES. Income taxes were not provided for the periods ended September 30, 2010 and September 30, 2009 as the Moldovan tax rate was 0% for 2009 and the Company incurred losses during 2010.

LIQUIDITY AND CAPITAL RESOURCES

In October 2009, the Company consummated an acquisition of 60% of the outstanding shares of SC Genesis International S.A. owned by IPA International Project Establishment. The consideration paid by the Company for the acquisition of Genesis was approximately $4,800,000.  The acquisition was accounted for using the purchase method of accounting, and accordingly, the results of operations of Genesis were included in the consolidated financial statements from October 1, 2009. In February 2010, the Company acquired an additional 20% of the outstanding common stock of SC Genesis International S.A. held by the noncontrolling interests in exchange for 1,250,000 shares of common stock of the Company, valued at $500,000, the fair value of the common stock at the date of issuance.  On August 3, 2010, the Company entered into an agreement for the purchase by a third party of the eighty (80%) percent of the outstanding shares of SC Genesis International S.A. owned by the Company.  The consideration for the sale was the assignment and transfer to the Company by certain of the Company’s shareholders of 8,443,900 shares of the Company’s common stock.  The closing was consummated on September 10, 2010.  The Company recorded a gain on the sale of Genesis of approximately $109,000 which is included in discontinued operations in the Company’s consolidated statement of operations for the nine months ended September 30, 2010.

During the first nine months of 2010, the Company has funded its capital requirements primarily through operating activities.  As of September 30, 2010 the Company had a cash balance of $263,963. This compares with a cash balance of $647,861 at December 31, 2009.  The Company expects cash flow from operations to fund the Company’s media operating activities for the next twelve months.

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The Company had a working capital surplus of approximately $1 million and a stockholders’ equity of approximately $4.9 million as of September 30, 2010.  Cash and cash equivalents decreased approximately $383,000 for the nine months ended September 30, 2010.  The decrease is primarily attributable to net cash used in operations of $405,154 and net repayments of debt of $1,206,078, offset by proceeds from the sale of marketable securities of $78,101 and proceeds from loans of $1,215,465.

Accounts receivable, net of allowances, were approximately $496,594 at September 30, 2010.

Off Balance Sheet Arrangements

We do not currently have any off balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K.

Inflation

To date inflation has not had a material impact on our operations.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Risk - Our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Because our revenue is reported in U.S. dollars, fluctuating exchange rates of the local currencies, when converted into U.S. dollars, may have an adverse impact on our revenue and income. We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.

Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

ITEM 4T. Controls and Procedures.

As of September 30, 2010, the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures.  As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without li mitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officer has concluded that the Company’s disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations promulgated there under.

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Further, there were no changes in the Company’s internal control over financial reporting during the third fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Other Information

Item 6. Exhibits.

31	Certification of Chief Executive Officer and Principal Financial Officer
	pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Principal Financial Officer
	pursuant to 18 U.S.C. Section 1350

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMERGING MEDIA HOLDINGS, INC.
		(Registrant)
Date: November 15, 2010	By:		/s/ Iurie Bordian
			Iurie Bordian, Chief Executive Officer and Chief Financial Officer

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