UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB





(Mark
      One)





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




FOR
      THE
      QUARTERLY PERIOD ENDED June 30, 2007





OR





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





For
      the
      Transition Period from _______________ to ________________





COMMISSION
      FILE NUMBER: 000-51983





AFFINITY
      MEDIA INTERNATIONAL CORP.


(Exact
      name of Small Business Issuer as Specified in Its Charter)


Delaware
              20-3315459(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)




1850
      Sawtelle Blvd., Suite 470


Los
      Angeles, Ca. 90025


(Address
      of principal executive offices)





(310)
      479-1555


(Issuer’s
      telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 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 is a shell company (as defined in Rule
      12b-2 of the Exchange Act)




Yes
xNo
o





As
      of
      August 10, 2007, the Registrant had 4,162,500 shares of its Common Stock,
      $0.0001 par value, issued and outstanding.





Transitional
      Small Business Disclosure Format





Yes
oNox









**Affinity
        Media International Corp.**


**Table
      of Contents**








**PART
                I - FINANCIAL INFORMATION**ITEM
                1. CONDENSED FINANCIAL STATEMENTS (Unaudited)
            
            **Page**Balance
                Sheet
            
            
            1Statements
                of Operations
            
            
            2Statements
                of Cash Flows
            
            
            3Notes
                to Financial Statements
            
            
            5ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATIONS
            
            
            17ITEM
                3. CONTROLS AND PROCEDURES
            
            
            24**PART
                II - OTHER INFORMATION**ITEM
                1. LEGAL PROCEEDINGS
            
            
            25ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            
            
            25ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            
            
            25ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            
            25ITEM
                5. OTHER INFORMATION
            
            
            25ITEM
                6. EXHIBITS
            
            
            25SIGNATURES
            
            
            26CERTIFICATIONS









Part
                1 - FINANCIAL INFORMATIONItem
                1. Financial Statements**Affinity
                Media International Corp.****(A
                Development Stage Enterprise)****CONDENSED
                BALANCE SHEET****June
                30, 2007****(Unaudited)**ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            85,845Cash
                and cash equivalents held in trust
            
            
            18,320,696Cash
                and cash equivalents held in trust - restricted
            
            
            843,750Interest
                receivable
            
            
            82,125Prepaid
                expenses
            
            
            12,347Total
                Current Assets
            
            
            19,344,763Deferred
                acquisition costs
            
            
            69,499Total
                Assets
            
            $
            19,414,262LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            135,547Other
                current liabilities (See Note 5)
            
            
            843,750Total
                Current Liabilities
            
            
            979,297Common
                stock subject to possible conversion, 862,148shares
                at conversion value
            
            
            4,959,226COMMITMENTSSTOCKHOLDERS'
                EQUITYPreferred
                stock - $0.0001 par value; 1,000,000 shares
            
            
            -authorized;
                none issued or outstandingCommon
                stock - $0.0001 par value; 15,000,000 sharesauthorized;
                4,162,500 shares issued and outstanding,(which
                includes 862,148 shares subject to possibleconversion)
            
            
            330Additional
                paid-in capital
            
            
            13,367,304Earnings
                accumulated during the development stage
            
            
            108,105Total
                Stockholders’ Equity
            
            
            13,475,739Total
                Liabilities and Stockholders’ Equity
            
            $
            19,414,262




The accompanying notes are an integral part of these condensed
      financial statements.




1




**Affinity
                  Media International Corp.****(A
                  Development Stage Enterprise)****CONDENSED
                  STATEMENTS OF OPERATIONS****(Unaudited)**
  **For
                  the Three Months Ended June 30, 2007**
              
              **For
                  the Three Months Ended June 30, 2006**
              
              
              
              **For
                  the Six Months Ended June 30, 2007**
              
              **For
                  the Six Months Ended June 30, 2006**
              
              
              
              **For
                  the period from August 12, 2005 (Inception) through June 30,
                  2007**OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              22,500
              
              $
              7,500
              
              
              
              
              $
              45,000
              
              $
              7,500
              
              
              
              
              $
              97,500Marketing,
                  general and administrative expenses
              
              
              174,741
              
              
              50,568
              
              
              
              
              
              382,193
              
              
              89,889
              
              
              
              
              
              769,218Total
                  operating expenses
              
              
              197,241
              
              
              58,068
              
              
              
              
              
              427,193
              
              
              97,389
              
              
              
              
              
              866,718OTHER
                  INCOMEInterest
                  income
              
              
              249,089
              
              
              56,038
              
              
              
              
              
              495,803
              
              
              56,038
              
              
              
              
              
              1,046,893Total
                  other income
              
              
              249,089
              
              
              56,038
              
              
              
              
              
              495,803
              
              
              56,038
              
              
              
              
              
              1,046,893Net
                  income (loss) before income taxes
              
              
              51,848
              
              
              (2,030
              )
              
              
              
              
              68,610
              
              
              (41,351
              )
              
              
              
              
              180,175Provision
                  for income taxes
              
              
              20,739
              
              
              -
              
              
              
              
              
              27,444
              
              
              -
              
              
              
              
              
              72,070NET
                  INCOME (LOSS)
              
              $
              31,109
              
              $
              (2,030
              )
              
              
              
              $
              41,166
              
              $
              (41,351
              )
              
              
              
              $
              108,105Earnings
                  (loss) per share:Basic
                  and diluted
              
              $
              0.01
              
              $
              (0.00
              )
              
              
              
              $
              0.01
              
              $
              (0.04
              )Weighted
                  average shares outstanding:Basic
                  and diluted
              
              
              3,300,352
              
              
              1,385,788
              
              
              (1)
              
              
              3,300,352
              
              
              1,069,649
              
              
              (1)
  (1)
                Share
                    amounts have been restated to reflect a stock dividend, effected
                    on
                    February 13, 2006, of 0.2 shares of common stock for each share
                    of common
                    stock outstanding at December 31,
                    2005.


The accompanying notes are an integral part of these
      condensed financial statements.




2




**Affinity
                Media International Corp.****(A
                Development Stage Enterprise)****CONDENSED
                STATEMENTS OF CASH FLOWS****(Unaudited)****For
                the Six Months Ended June 30, 2007**
            
            **For
                the Six Months Ended June 30, 2006**
            
            **For
                the period from August 12, 2005 (Inception) through June 30,
                2007**Cash
                Flows From Operating ActivitiesNet
                income (loss)
            
            $
            41,166
            
            $
            (41,351
            )
            $
            108,105Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            6,639
            
            
            (3,300
            )
            
            (12,347
            )Interest
                receivable
            
            
            2,484
            
            
            (34,152
            )
            
            (82,125
            )Accounts
                payable and accrued expenses
            
            
            19,580
            
            
            8,702
            
            
            66,048Net
                cash provided by (used in) operating activities
            
            
            69,869
            
            
            (70,101
            )
            
            79,681Cash
                Flows From Investing ActivitiesCash
                and cash equivalents held in trust fund
            
            
            (72,901
            )
            
            (18,078,886
            )
            
            (18,320,696
            )Cash
                and cash equivalents held in trust fund -restricted
            
            
            -
            
            
            (843,750
            )
            
            (843,750
            )Net
                cash used in investing activities
            
            
            (72,901
            )
            
            (18,922,636
            )
            
            (19,164,446
            )Cash
                Flows From Financing ActivitiesProceeds
                from the sale of common stock
            
            
            -
            
            
            -
            
            
            25,000Proceeds
                from notes payable-related party
            
            
            -
            
            
            -
            
            
            235,000Net
                proceeds of private offering
            
            
            -
            
            
            1,365,000
            
            
            1,365,000Gross
                proceeds of public offering
            
            
            -
            
            
            18,975,000
            
            
            18,975,000Payments
                of costs of public and private offeringand
                deferred offering costs
            
            
            -
            
            
            (1,053,134
            )
            
            (1,134,490
            )Repayment
                of advance from foundingstockholder
            
            
            -
            
            
            -
            
            
            (60,000
            )Repayment
                of notes payable - related party
            
            
            -
            
            
            (235,000
            )
            
            (235,000
            )Proceeds
                from issuance of option
            
            
            -
            
            
            100
            
            
            100Net
                cash provided by financing activities
            
            
            -
            
            
            19,051,966
            
            
            19,170,610Net
                (Decrease) Increase in Cash and Cash Equivalents
            
            
            (3,032
            )
            
            59,229
            
            
            85,845Cash
                and Cash Equivalents - Beginning of the Period
            
            
            88,877
            
            
            105,641
            
            
            -Cash
                and Cash Equivalents - End of the Period
            
            $
            85,845
            
            $
            164,870
            
            $
            85,845




The
      accompanying notes are an integral part of these condensed
      financial statements.




3


**Affinity
                  Media International Corp.****(A
                  Development Stage Enterprise)****CONDENSED
                  STATEMENTS OF CASH FLOWS, continued****(Unaudited)****For
                  the Six Months Ended June 30, 2007**
              
              **For
                  the Six Months Ended June 30, 2006**
              
              **For
                  the period from August 12, 2005 (Inception) through June 30,
                  2007****SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Cash
                  paid during the period for:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              39,950
              
              $
              -
              
              $
              39,950Non-Cash
                  Financing Activities:Deferred
                  offering cost advanced from foundingstockholders
              
              $
              -
              
              $
              -
              
              $
              60,000Accrual
                  of other current liability for offering costs
              
              $
              -
              
              $
              843,750
              
              $
              843,750Deferred
                  acquisition costs accrued and deferred
              
              $
              69,499
              
              $
              -
              
              $
              69,499




The
      accompanying notes are an integral part of these condensed
      financial statements.




4




**AFFINITY
        MEDIA INTERNATIONAL CORP.**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(Unaudited)**





**NOTE
      1 - Organization, Business and Operations**





Affinity
      Media International Corp. (a development stage enterprise) (“Affinity” or the
“Company”) was incorporated in Delaware on August 12, 2005 as a blank check
      company whose objective is to acquire an operating business or businesses in
      the
      publishing industry located in the United States.




At
      June
      30, 2007, the Company had not yet commenced any operations. All activity through
      June 30, 2007 relates to the Company’s formation, completion of the Public
      Offering described below and the identification of a suitable Business
      Combination, as defined below. Affinity has selected December 31 as its year
      end.




The
      registration statement of the Company’s initial public offering (“Public
      Offering”) was declared effective on June 5, 2006. The Company consummated its
      Public Offering on June 9, 2006 and received net proceeds of approximately
      $14,660,000, after reserving $720,000 for contingent underwriting compensation
      which is included in other current liabilities. Prior to the Public Offering,
      the Company consummated a private placement (“Private Placement”) and received
      net proceeds of $1,365,000. Both the Public Offering and the Private Placement
      are discussed in Note 5. On June 29, 2006, the Company consummated the funding
      of the Underwriter’s over-allotment option from the Public Offering, receiving
      net proceeds of approximately $2,277,000, after reserving $123,750 for
      contingent underwriting compensation which is included in other current
      liabilities.





Substantially
      all of the net proceeds of the Public Offering and the Private Placement are
      intended to be applied toward consummating a business combination with an
      operating business or businesses in the publishing industry (“Business
      Combination”). Pursuant to the agreement with the Underwriter (see Note 4), the
      Company’s initial Business Combination must be with a business or businesses
      having a collective fair market value, as determined by the board of directors
      of the Company, equal to at least 80% of the Company’s net assets at the time of
      such acquisition. Furthermore, there is no assurance that the Company will
      be
      able to successfully affect a Business Combination. An amount of $18,900,750
      of
      the net proceeds from the initial Public Offering and Private Placement, is
      held
      in a trust account (“Trust Account”) and invested in government securities or
      certain money market funds until the earlier of the consummation of the
      Company’s first Business Combination or the Company’s dissolution and
      liquidation of the Trust Account to the Company’s Public Stockholders (as
      defined below) as part of any plan of dissolution and liquidation approved
      by a
      majority of the Company’s stockholders. The placing of funds in the Trust Fund
      may not protect those funds from third party claims against the Company.
      Although the Company will seek to have all vendors, prospective target
      businesses or other entities it engages, execute agreements with the Company
      waiving any right, title, interest or claim of any kind in or to any monies
      held
      in the Trust Fund, there is no guarantee that they will execute such agreements.
      The Company's Chairman and certain of its officers have severally agreed that
      they will be personally liable to ensure that the proceeds in the Trust Fund
      are
      not reduced by the claims of target businesses or vendors or other entities
      that
      are owed money by the Company for services rendered or contracted for or
      products sold to the Company.


5




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      1 - Organization, Business and Operations, continued**





However,
      there can be no assurance that the Chairman and certain of the Company’s
      officers will be able to satisfy those obligations. The remaining proceeds,
      not
      held in trust, may be used to pay for business, legal and accounting expenses,
      expenses which may be incurred related to the investigation and selection of
      a
      target business, and the negotiation of an agreement to acquire a target
      business, and for continuing general and administrative expenses.




The
      Company, after signing a definitive agreement for the acquisition of a target
      business or businesses, will submit such transaction for stockholder approval.
      All of the Company’s stockholders prior to the Public Offering and the Private
      Placement, including all of the officers and directors of the Company (“Founding
      Stockholders”), have agreed to vote their founding shares of Common Stock, par
      value $.0001 (“Common Stock”) consisting of 750,000 shares owned at June 30,
      2007, in accordance with the vote of the majority in interest of the Public
      Stockholders (see below) of the Company with respect to any Business
      Combination. One of the Founding Stockholders and two non-affiliated accredited
      investors have agreed that the shares of Common Stock they acquired through
      the
      Private Placement prior to the Public Offering, consisting of 250,000 shares
      of
      Common Stock and any other shares acquired in the aftermarket, will be voted
      in
      favor of a Business Combination approved by the Board. The Company will proceed
      with a Business Combination only if a majority of the shares of Common Stock
      included in the units sold in the Public Offering and the Private Placement
      and
      cast at the meeting are voted in favor of the Business Combination, and Public
      Stockholders (see below) owning 27.26% or a lesser amount of the shares issued
      in the Public Offering exercise their conversion rights, as described below,
      and
      provided further, that the board of directors and officers of the Company may,
      in the exercise of their business judgment, stipulate any percentage lower
      than
      27.26% as a condition to the closing of a Business Combination. After
      consummation of a Business Combination, these voting safeguards will no longer
      be applicable.





The
      holders of the Company’s shares of Common Stock issued in connection with the
      Public Offering or acquired in the aftermarket, excluding shares held by the
      Company’s officers and directors, their nominees or designees, shares held by
      the two non-affiliated accredited investors, all of which were acquired in
      the
      Private Placement and also excluding the shares acquired prior to the Public
      Offering and the Private Placement, represent the shares held by the public
      stockholders (“Public Stockholders”). Pursuant to the Company’s amended and
      restated Certificate of Incorporation, with respect to a Business Combination
      which is approved and consummated, any Public Stockholder who voted against
      the
      Business Combination may demand that the Company convert his or her shares
      into
      cash. The per share conversion price is $6.00, which is equal to the original
      purchase price of the Units issued in the Public Offering. Accordingly, Public
      Stockholders holding up to 27.26% of the number of shares owned by all Public
      Stockholders may seek conversion of their shares in the event of a Business
      Combination.




The
      Company’s amended and restated certificate of incorporation (“Certificate of
      Incorporation”) filed on May 23, 2006 provides for mandatory liquidation of the
      Trust Account to the Company’s Public Stockholders in connection with a
      dissolution approved by a majority of the Company’s stockholders in the event
      that the Company does not consummate a Business Combination within 18 months
      from the date of the consummation of the Public Offering, or 24 months from
      the
      consummation of the Public Offering if certain extension criteria have been
      satisfied. This condition raises substantial doubt as to the Company’s ability
      to continue as a going concern (See Note 3 for managements plans). All of the
      Company’s Founding Stockholders and the stockholders who acquired shares of
      Common Stock in the Private Placement have agreed if the Company does not
      consummate a business combination to vote such shares and any shares of Common
      Stock acquired in the Public Offering or in the aftermarket in favor of a plan
      of dissolution and liquidation. In the event of the liquidation of the Trust
      Account in connection with the Company’s dissolution approved by a majority of
      the Company’s stockholders, the per share value of the residual assets remaining
      available for distribution (including Trust Fund assets) is expected to be
      equal
      to the initial public offering price of the units in the Public Offering
      (assuming no value is attributed to the Warrants contained in the Units offered
      in the Public Offering discussed in Note 5).




6




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 - Organization, Business and Operations, continued**





Commencing
      July 26, 2006, the Company was informed by the Underwriter of the Public
      Offering that the holders of the Company’s Units can separately trade the common
      stock and warrants included in such units and that trading in the units will
      continue. The common stock, warrants and Units are quoted on the
      Over-The-Counter Bulletin Board under the symbols AFMI, AFMIW and AFMIU,
      respectively.





**NOTE
      2 - Basis of Presentation**





The
      accompanying unaudited condensed financial statements have been prepared by
      the
      Company in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and the instructions
      to Form 10-QSB. In the opinion of the Company’s management, such statements
      include all adjustments consisting of normal and recurring adjustments,
      necessary for the fair presentation of the Company’s financial position as of
      June 30, 2007 and the results of operations and cash flows for the periods
      indicated. Accordingly, they do not include all of the information and
      disclosures required for annual financial statements. Certain information and
      footnotes disclosures normally included in financial statements prepared in
      accordance with United States generally accepted accounting principles (“GAAP”)
      have been condensed or omitted pursuant to such rules and regulations. The
      Accounting policies used in preparing these unaduited condensed financial
      statements are materially consistent with those described in the audited
      December 31, 2006 financial statements except for the adoption of FIN 48 and
      FSP
      EITF 00-19-2 which is discussed in Note 4. These financial statements should
      be
      read in conjunction with the financial statements and related footnotes included
      in the Company’s audited financial statements filed on Form 10-KSB as of
      December 31, 2006, and for the period August 12, 2005 (Inception) through
      December 31, 2006.





The
      results of operations for the three and six months ended June 30, 2007 are
      not
      necessarily indicative of the results to be expected for the year ended December
      31, 2007 or any other interim period.




**NOTE
      3 - Going Concerns and Management Plans**





The
      Company’s Certificate of Incorporation provides for mandatory liquidation of the
      Company in the event that the Company does not consummate a business combination
      within 18 months from the date of the consummation of the Public Offering (June
      9, 2006), or 24 months from the consummation of the Offering if certain
      extension criteria have been satisfied. This condition raises substantial doubt
      as to the Company’s ability to continue as a going concern.





There
      can
      be no assurance that a business combination will be consummated. Should a
      Business Combination not be consummated by December 9, 2007 or June 9, 2008,
      if
      certain extension criteria have been satisfied, the Company would be required
      to
      return the funds held in trust to holders of shares issued in the Public
      Offering described in Note 5, as a mandatory liquidating distribution, pursuant
      to a plan of dissolution and liquidation approved by the
      stockholders.




**NOTE
      4 - Summary of Significant Accounting Policies**





***Concentrations
      of Credit Risk - Cash and Cash Equivalents***




The
      Company maintains its cash and cash equivalents with various financial
      institutions, which may exceed insured limits throughout the period. At June
      30,
      2007 the Company had cash balances in excess of the maximum amount insured.
      The
      Company mitigates its risk by depositing its cash and cash equivalents with
      major financial institutions.




7


**AFFINITY
        MEDIA INTERNATIONAL CORP.**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(Unaudited)**


**NOTE
      4 - Summary of Significant Accounting Policies, continued**





***Income
      Taxes***





The
      Company recorded a provision for income taxes of $20,739 and $0 for the three
      months ended June 30, 2007 and 2006, and $ 27,444 and $0 for the six months
      ended June 30, 2007 and 2006, respectively. The provision for income taxes
      for
      the six months ended June 30, 2007 has been reflected as an accrual of $27,444
      and is included in accounts payable and accrued expenses in the accompanying
      financial statements.





Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





The
      effective tax rate at June 30, 2007 differs from the statutory rate of 34%
      due
      to the affects of California state income taxes, which has an effective rate
      of
      6%. The effective rate for the three and six months ended June 30, 2006 is
      zero
      since the Company recorded a full valuation allowance against its deferred
      tax
      asset in such period .





Effective
      January 1, 2007, the Company adopted the provisions of Financial Accounting
      Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in the
      Company’s financial statements in accordance with FASB Statement 109,
“Accounting for Income Taxes”, and prescribes a recognition threshold and
      measurement process for financial statement recognition and measurement of
      a tax
      position taken or expected to be taken in a tax return. FIN 48 also provides
      guidance on derecognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure and transition.





Management
      has evaluated and concluded that there are no significant uncertain tax
      positions requiring recognition in the Company’s financial statements as of
      January 1, 2007. The evaluation was performed for the tax period August 12
      (inception) to December 31, 2005 and the for the year ended December 31, 2006,
      the tax years which remain subject to examination for Federal and California
      State purposes as of June 30, 2007. The Company believes that its income tax
      positions and deductions would be sustained on audit and does not anticipate
      any
      adjustments that would result in a material change to its financial
      position.





The
      Company’s policy is to classify assessments, if any, for tax related interest as
      interest expenses and penalties as general and administrative expenses. There
      were no amounts accrued for penalties or interest as of or during the three
      and
      six months ended June 30, 2007. Management is currently unaware of any issues
      under review that could result in significant payments, accruals or material
      deviations from its position.





***Deferred
      Acquisition Costs***





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141 -
      Business Combinations - (“SFAS 141”), the Company records costs incurred for
      accounting, legal, investigations and appraisals related to the acquisitions
      of
      targeted businesses as deferred acquisition costs. The disposition of these
      costs will be determined upon consummation of the related acquisition. Through
      June 30, 2007 the Company has recorded $69,499 of such deferred acquisition
      costs in connection with the proposed business combination described more fully
      in Note 10.


8




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      4 - Summary of Significant Accounting Policies, continued**





***Earnings
      (Loss) Per Share***





The
      Company follows the provisions of Statement of Financial Accounting Standards
      (“SFAS”) No. 128, “Earnings Per Share”. In accordance with SFAS No. 128,
      earnings per common share amounts (“Basic EPS”) were computed by dividing
      earnings (loss) by the weighted average number of common shares outstanding
      for
      the period. Earnings per common share amounts, assuming dilution (“Diluted
      EPS”), gives effect to dilutive options, warrants, and other potential common
      stock outstanding during the period. SFAS No. 128 requires the presentation
      of
      both Basic EPS and Diluted EPS on the face of the statements of operations.
      The
      effect of the 6,825,000 outstanding Warrants issued in connection with the
      Public Offering and the Private Placement described in Note 5 has not been
      considered in the diluted earnings per share calculation since the Warrants
      are
      contingently exercisable. The effect of the 427,000 Incentive Warrants (not
      yet
      issued), as described in Note 5 has not been considered in the diluted earnings
      per share calculation since they are contingently issuable. The effect of the
      192,500 shares of common stock and 385,000 Warrants in connection with the
      Unit
      Purchase Option as described in Note 5 has not been considered in the
      diluted earnings per share calculation since the Unit Purchase Option is
      contingently exercisable.





***Use
      of Estimates***




The
      preparation of 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 expenses during the
      reporting period. Actual results could differ from those estimates.





***Recently
      Issued Accounting Pronouncements***




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      No. 157”).  This Statement defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value measurements. 
SFAS No. 157 applies under other accounting pronouncements that require or
      permit fair value measurements and accordingly, does not require any new fair
      value measurements.  SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007.  Adoption
      of SFAS No. 157 is not expected to have a material impact on the Company's
      financial position, results of operations or cash flows.




In
      December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2
“Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”) which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5,
“Accounting for Contingencies.”    Adoption of FSP EITF 00-19-02
      is required for fiscal years beginning after December 15, 2006. Adoption of
      FSP EITF 00-19-2 did not have a material impact on the Company's financial
      position, results of operations or cash flows.


9


**AFFINITY
        MEDIA INTERNATIONAL CORP.**
 **(A
        Development Stage Enterprise)**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(Unaudited)**





**NOTE
      4 - Summary of Significant Accounting Policies, continued**





***Recently
      Issued Accounting Pronouncements*** ***,
      continued***





In
      February 2007, the FASB issued Statement of Financial Accounting Standard 159
      “The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an amendment of FASB Statement No. 115”, which permits entities to
      choose to measure many financial instruments and certain other items at fair
      value. The fair value option established by this Statement permits all entities
      to choose to measure eligible items at fair value at specified election dates.
      A
      business entity shall report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings at each subsequent reporting
      date. Adoption is required for fiscal years beginning after November 15,
      2007.  Early adoption is permitted as of the beginning of a fiscal year
      that begins on or before November 15, 2007, provided the entity also elects
      to
      apply the provisions of FASB Statement No. 157, Fair Value Measurements.
      Adoption of FASB No. 159 is not expected to have a material impact on the
      Company's financial position, results of operations or cash flows.





***Cash
      and Cash Equivalents***





The
      Company considers all highly liquid debt instruments with an initial maturity
      of
      three months or less to be cash equivalents.





**NOTE
      5 - Public Offering and Private Placement**




On
      June
      9, 2006, the Company sold to the public 2,750,000 units (“Units”) at $6.00 per
      Unit, for a total of $16,500,000. On June 29, 2006, 412,500 Units were sold
      pursuant to the underwriters’ over-allotment option at $6.00 per unit for a
      total of $2,475,000. Each Unit consisted of one share of the Company’s Common
      Stock and two Redeemable Common Stock Purchase Warrants (“Warrants”). Each
      Warrant will entitle the holder to purchase from the Company one share of Common
      Stock at an exercise price of $5.00. Each Warrant shall become exercisable
      commencing upon the later of the completion of a Business Combination with
      a
      target business or one year from the effective date of the Public Offering
      and
      shall expire four years from the effective date of the Public Offering. The
      Warrants will be redeemable at the Company’s option, in whole and not in part,
      at a price of $.01 per Warrant upon thirty (30) days prior written notice at
      any
      time after the Warrants become exercisable, only in the event that the average
      closing sales price of the Common Stock equals or exceeds $8.50 per share for
      any twenty (20) trading days within a thirty (30) trading day period ending
      three business days prior to the date on which notice of redemption is
      given.





Should
      the Company be unable to deliver shares of its Common Stock underlying the
      exercise of the Warrants included in the Units and shares of its Common Stock
      underlying the exercise of the Unit Purchase Option (see below) as a result
      of
      an absence of an effective registration statement with respect to these
      securities, then the Warrants and Unit Purchase Option would not be exercisable
      and the Company will have no obligation to pay holders of the Warrants and
      the
      Unit Purchase Option any cash or otherwise “net cash settle” the Warrant or the
      Unit Purchase Option. In this event, the Warrants and the Unit Purchase Option
      may expire worthless.


10




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      5 - Public Offering and Private Placement, continued**





Prior
      to
      the Public Offering, one of the Founding Stockholders and two non-affiliated
      accredited investors purchased from the Company in the Private Placement, an
      aggregate of 250,000 Units at $6.00 per Unit, for a total of $1,500,000. These
      Units consist of the same Common Stock and Warrants as offered by the Company
      in
      the Public Offering. The shares and Warrants comprising the Private Placement
      units may not be sold, assigned or transferred until after the Company
      consummates a Business Combination. Thereafter, under certain conditions, the
      shares held by the Founding Stockholders, including the shares acquired through
      the Private Placement by one of the Founding Stockholders and two non-affiliated
      accredited investors, include certain piggyback and other registration rights
      that may be demanded by those stockholders. The Company is required to use
      its
      best efforts to cause the registration of the 250,000 shares of Common Stock
      and
      the 500,000 shares of Common Stock underlying the Warrants to be effective
      and
      to maintain such effectiveness. However, the agreement does not provide for
      liquidating damages in the event that the Company is unable to cause or maintain
      such effectiveness.








Pursuant
      to an agreement with the Company, if at any time within five years of a Business
      Combination, the Company’s publicly-traded Common Stock reaches a volume
      weighted average trading price of $6.60 per share for each day during any five
      (5) day period, the Company’s Chief Executive Officer, President and Chief
      Operating Officer, so long as they are either an officer, employee or consultant
      to the Company, will be granted warrants (“Incentive Warrants”) allowing them to
      purchase 200,000 shares, in the aggregate, of the Company’s Common Stock at an
      exercise price of $.10 per share.  If, at any time within five years of a
      Business Combination, the Company’s publicly-traded Common Stock reaches a
      volume weighted average trading price of $7.20 per share for each day during
      any
      five day period these same officers, so long as they are either an officer,
      employee or consultant to the Company, will be granted Incentive Warrants
      allowing them to purchase an additional 227,000 shares, in the aggregate, of
      the
      Company’s Common Stock at an exercise price of $.10 per share.  All such
      warrants will be exercisable for a period of five years from the date on which
      they are granted. If
      such
      shares are issued upon the exercise of these warrants, the holders will have
      demand and “piggy-back” registration rights with respect to these 427,000 shares
      at any time after the Company consummates a business combination. The demand
      registration may be exercised by the holders of a majority of such shares.
      The
      Company is required to use its best efforts to cause the registration of 427,000
      shares of Common Stock to be effective and to maintain such effectiveness.
      However, the agreement does not provide for liquidating damages in the event
      that the Company is unable to cause or maintain such effectivness.





The
      Company has also issued on June 9, 2006, to Maxim Group LLC and Legend Merchant
      Group, Inc., in the aggregate, for $100, an option to purchase up to a total
      of
      192,500 Units at $6.60 per Unit (the “Unit Purchase Option”). The Units issuable
      upon the exercise of this option are identical to those offered in the Public
      Offering except that the exercise price of the Units underlying such purchase
      option is $6.60 per Unit. The Unit Purchase Option is exercisable on the
      later of the consummation of a Business Combination or one year after the
      effective date of the Public Offering. The Company has accounted for the fair
      value of the Unit Purchase Option, inclusive of the receipt of the $100 cash
      payment, as a cost of the Public Offering resulting in a charge directly to
      stockholders’ equity. The Company estimated that the fair value of this Unit
      Purchase Option was approximately $686,920 ($3.57 per Unit), as of June 9,
      2006,
      using a Black-Scholes option-pricing model. The fair value of the Unit Purchase
      Option was estimated as of the date of grant using the following assumptions:
      (1) expected volatility of 69.44%, (2) risk-free interest rate of 4.95%, (3)
      a
      dividend rate of 0% and (4) expected life of 5 years.


11




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      5 - Public Offering and Private Placement, continued**





Deferred
      offering costs consisted principally of underwriting fees, legal registration
      and Blue Sky fees incurred through June 9, 2006 that were related to the Public
      Offering and Private Placement. These costs were charged to additional paid-in
      capital upon the consummation of the Public Offering on June 9,
      2006.




The
      Company had notes payable aggregating $235,000 from American Consulting Corp.,
      an affiliate of one of the Founding Stockholders, and from another of the
      Founding Stockholders, both of whom are also officers of the Company. Such
      parties have agreed that such loans are non-interest bearing. The Company repaid
      these notes in full on June 9, 2006.





**NOTE
      6 - Common Stock**




The
      Company was originally authorized to issue 50,000,000 shares of Common Stock.
      On
      March 30, 2006, the Company’s Board of Directors reduced to 15,000,000 the
      number of shares of Common Stock that the Company is authorized to issue. On
      August 12, 2005, the Company issued 750,000 shares (as restated for the stock
      dividend during February 2006) for $25,000 in cash, or $0.03 per share. The
      holders of the majority of these shares will be entitled to require the Company,
      on up to two occasions, to register these shares. The holders of the majority
      of
      these shares may elect to exercise these registration rights at any time after
      the date on which these shares of common stock are released from escrow, which
      is not before June 9, 2009, and have certain “piggy-back” registration rights on
      registration statements filed subsequent to the date on which these shares
      of
      common stock are released from escrow. The Company is required to use its best
      efforts to cause the registration of such shares to be effective and to maintain
      such effectiveness. However, the agreements do not provide for liquidating
      damages in the event that the Company is unable to cause or maintain such
      effectiveness.





On
      May 9
      and June 9, 2006, the Company issued 250,000 and 2,750,000 shares of Common
      Stock in connection with a Private Placement and a Public Offering, respectively
      (See Note 5). On June 29, 2006 the Company issued an additional 412,500 shares
      of Common Stock as part of the units issued pursuant to the exercise of the
      Underwriters’ over-allotment option.




**NOTE
      7 - Preferred Stock**




The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.




**NOTE
      8- Commitments and Related Party Transactions**




The
      Company presently occupies office space provided by an affiliate of a Founding
      Stockholder. Such affiliate has agreed that, until the acquisition of a target
      business by the Company, it will make such office space, as well as certain
      office and secretarial services, available to the Company, as may be required
      by
      the Company from time to time. The Company has agreed to pay such affiliate
      $7,500 per month for such services commencing on June 9, 2006 the closing of
      the
      Public Offering. Upon completion of a Business Combination or the distribution
      of the trust account to the Public Stockholders, the Company will no longer
      be
      required to pay this monthly fee.




12




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      8- Commitments and Related Party Transactions, continued**





After
      the
      consummation of a Business Combination, the Company expects to pay two of the
      Company’s directors, Mr. Arthur and Mr. Jaffe, $100,000 each in
      director’s fees for services to be provided in their capacity as directors in
      the one year following such Business Combination, should they agree to remain
      on
      the Company’s board of directors and if the Company’s stockholders approve such
      payments. Additionally, as part of their compensation as directors, the Company
      is considering issuing both Mr. Arthur and Mr. Jaffe options to
      purchase shares of the Company’s Common Stock upon consummation of a Business
      Combination and implementation of a stock option plan, should they agree to
      remain on the Company’s board of directors. The Company has not yet entered into
      any formal agreements with regard to these matters. If the Company does enter
      into such formal agreements with Mr. Arthur and Mr. Jaffe, at the time
      that such agreements become operative, Messrs. Arthur and Jaffe may no
      longer qualify as independent directors on the Company’s board of directors, and
      if necessary, the Company would need to locate additional directors to serve
      as
      independent directors on its board of directors.





The
      Company has engaged Maxim Group LLC, the representative of the underwriters,
      on
      a non-exclusive basis, as the agent for the solicitation of the exercise of
      the
      warrants. To the extent not inconsistent with the guidelines of the NASD and
      the
      rules and regulations of the SEC, the Company has agreed to pay the
      representative for bona fide services rendered a commission equal to 3% of
      the
      exercise price for each warrant exercised more than one year after the date
      of
      this prospectus if the exercise was solicited by the underwriters. In addition
      to soliciting, either orally or in writing, the exercise of the warrants, the
      representative’s services may also include disseminating information, either
      orally or in writing, to warrant holders about the Company or the market for
      our
      securities, and assisting in the processing of the exercise of the warrants.
      No
      compensation will be paid to the representative upon the exercise of the
      warrants if:





·
            the
                market price of the underlying shares of common stock is lower than
                the
                exercise price;





·
            the
                holder of the warrants has not confirmed in writing that the underwriters
                solicited the exercise;·
            the
                warrants are held in a discretionary account;·
            the
                warrants are exercised in an unsolicited transaction;
                or·
            the
                arrangement to pay the commission is not disclosed in the prospectus
                provided to warrant holders at the time of
                exercise.




The
      Company’s Founding Stockholders and stockholders who have purchased units in the
      private placement, are entitled to require the Company to register the resale
      of
      their shares of common stock at any time after the date on which their shares
      are released from escrow, which, except in limited circumstances, will not
      be
      before three years from the date of this prospectus. If such existing
      stockholders exercise their registration rights with respect to all of their
      shares of common stock (including those 250,000 shares and 500,000 shares
      issuable upon exercise of warrants convertible into shares of common stock
      issued in the private placement, and up to 427,000 warrants that may be issued
      to Founding Stockholders upon meeting certain price targets for our common
      stock
      ), then there will be an additional 1,927,000 shares of common stock eligible
      for trading in the public market and the Company will bear the costs of
      registering such securities.





13




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      8- Commitments and Related Party Transactions, continued**





On
      June
      29, 2007 the Company signed an agreement with Brainerd Communicators, Inc.
      to
      provide financial public relations services for a fee of $7,500 per month.
      The
      term of the agreement is for the period commencing July 12, 2007, expiring
      30
      days after the completion of the first acquisition and may be terminated by
      either party upon 30 days notice.





On
      July
      2, 2007 the Company signed an agreement with PFK Development Group (“PFK”)
      acknowledging and re-confirming an oral agreement made on or about April 5,
      2007. PFK, who, as a non-exclusive independent consultant and for a monthly
      fee
      of $5,000 has agreed to assist the Company with identifying potential
      acquisition candidates. The PFK agreement has a term of one year and may be
      terminated in writing without notice or cause by either party at any time.
      In
      addition, PFK will be entitled to a success fee for candidates introduced to
      the
      Company prior to the end of the engagement if during the term of the agreement
      or within one year after the expiration or termination of the agreement the
      Company consummates a business combination transaction with the candidate.
      The
      success fee is 5% of that portion of the purchase price up to $1,000,000 plus
      4%
      of that portion of the purchase price between $1,000,001 and $2,000,000, plus
      3%
      of that portion of the purchase price between $2,000,001 and $3,000,000, plus
      2%
      of that portion of the purchase price between $3,000,001 and $4,000,000, plus
      1%
      of that portion of the purchase price exceeding $4,000,000 (See Note
      10).





**NOTE
      9 - Stock Dividend**




Effective
      February 13, 2006, the Company’s Board of Directors authorized a stock dividend
      of 0.2 shares of Common Stock for each outstanding share of Common Stock as
      of
      December 31, 2005. All references in the accompanying financial statements
      to
      the number of shares of Common Stock have been retroactively restated to reflect
      the stock dividend.




14




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      10 - Subsequent Events**




***Commitment***




On
      July
      9, 2007, the Company signed an agreement with Ladenburg Thalmann & Co. Inc.
      (“Ladenburg”) engaging them to prepare a fairness opinion regarding the
      potential acquisition of Hotels (See below).  The
      fee
      required by Ladenburg is $75,000 and is payable in increments of $25,000, the
      first $25,000 of which was paid on July 11, 2007 in connection with the signing
      of the agreement. The second payment is due and payable on August 6, 2007 or
      the
      date the opinion is issued and the third installment is due 30 days after the
      date the opinion is issued.




***Merger
      Agreement***





On
      July
      24, 2007, the Company, and its wholly-owned subsidiary, Affinity Acquisition
      Subsidiary Corp., (“Affinity Subsidiary”) a Delaware corporation formed on July
      23, 2007, entered into an Agreement and Plan of Merger (the “Merger Agreement”)
      with Hotels at Home, Inc., a Delaware corporation (“Hotels”), pursuant to which
      Hotels will merge into the Affinity Subsidiary and Hotels will become a
      wholly-owned subsidiary of the Company.  Following consummation of the
      merger, it is anticipated that the Affinity Subsidiary will change its name
      to
      Hotels at Home, Inc.  Hotels is headquartered in Fairfield, New Jersey has
      a subsidiary located in Fairfield, New Jersey and a subsidiary located in Paris,
      France.





The
      Merger Agreement provides that by virtue of the merger, and subject to certain
      adjustments, Hotels stockholders will receive: (a) an aggregate of 3,509,203
      shares of Affinity Common Stock and (b) $16,000,000 in cash in exchange for
      all
      of the issued and outstanding capital stock of Hotels.





Up
      to
      27.26% of investors holding shares from the Company’s IPO who elect to vote
      against the Merger and convert such shares will be entitled to $6.00 per share.
      Pursuant to the terms of the Company’s amended and restated certificate of
      incorporation, the Company now has until June 9, 2008 to complete this business
      combination.





The
      Merger Agreement is subject to customary representations and warranties by
      both
      the Company and Hotels.





Hotels
      Stockholders have agreed to a twelve month lockup of the shares of common stock
      issuable to them in the merger. The Company has agreed to register the shares
      issuable to Hotels following the closing pursuant to the terms of a registration
      rights agreement. The Company has agreed to file a registration statement to
      provide for the resale of such shares within 90 days after the effective date
      of
      the merger (the “Effective Date”) and has agreed to grant certain demand and
      piggyback registration rights.





The
      Merger Agreement provides that at the time of the merger, the Company shall
      designate two members, Hotels shall designate two members, and together the
      Company and Hotels shall designate one independent member to the Company’s board
      of directors.





Pursuant
      to the merger agreement the Company has agreed to seek approval of its
      stockholders to establish a new incentive plan (the “Stock Option Plan”) to
      provide for, among other things, the reservation of 1,400,000 **** of
      the
      Company’s shares of common stock to allow for the grant of stock options and
      other stock based awards under the Stock Option Plan. In addition, Hotels has
      a
      deferred compensation plan in place which Hotels and the Company intend to
      maintain for a period of time after the Effective Date.




15




**AFFINITY
      MEDIA INTERNATIONAL CORP.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(Unaudited)**


**NOTE
      10 - Subsequent Events, continued**





Pursuant
      to the terms of the Merger Agreement, the Company may undertake and consummate
      one or more private placements of its equity and/or debt securities prior to
      the
      effective date of the merger upon terms acceptable to it, after consultation
      with Hotels; provided, however, that: (a) the gross proceeds of such private
      placement do not exceed the lesser of the amount paid in conversion payments
      and
      $5,000,000, (b) The Company shall use commercially reasonable efforts to ensure
      that the per share consideration received for any equity securities offered
      or
      sold in such private placement is not less than a discount of more than 20%
      of
      the average closing price of the Company’s Common Stock for the 10 days prior to
      the closing of the private placement and (c) the net proceeds of such private
      placement are used solely to: (i) pay a portion of the Cash Consideration and
      (ii) provide working capital to the Affinity Subsidiary.




Pursuant
      to the terms of the Merger Agreement, the Merger Agreement may be terminated
      at
      any time prior to the closing, as follows: (a) by mutual written consent of
      the
      Company and Hotels; (b) by either the Company or Hotels if (a) a permanent
      injunction or other order prohibiting the merger shall have become final and
      non-appealable or (b) if the Merger shall not have been consummated on or before
      June 9, 2008; (c) by Hotels, if (i) prior to the Closing Date there shall
      have been a material breach of any representation, warranty, covenant or
      agreement on the part of the Company contained in the Merger Agreement or any
      representation or warranty of the Company shall have become untrue after the
      date of the Merger Agreement, which breach or untrue representation or warranty
      would, individually or in the aggregate with all other such breaches and untrue
      representations and warranties, give rise to the failure of a condition and
      is
      incapable of being cured prior to the Closing Date by the Company or is not
      cured within thirty (30) days of notice of such breach, (ii) any of the
      conditions to closing shall have become incapable of fulfillment; (iii) the
      Company has not filed its preliminary proxy statement with the SEC within a
      reasonable time of the Company’s receipt of audited financial statements of
      Hotels (the “New Financial Statements”), or such proxy statement has not been
      approved by the SEC by June 9, 2008; (iv) the Company has not held its
      stockholders meeting to approve the Merger within forty-five (45) days of
      approval of the proxy statement by the SEC; (v) the Company’s board of directors
      has withdrawn or changed its recommendation to its stockholders regarding the
      Merger; or (vi) the Merger Agreement and the transactions contemplated thereby
      shall fail to be approved and adopted by the affirmative vote of the holders
      of
      the Company’s Common Stock under the Company’s certificate of incorporation, as
      amended, or more than 27.26% of the holders of the shares issued in the IPO
      (the
“IPO Shares”) entitled to vote on the Merger elect to convert their IPO Shares
      into cash from the Trust Fund. (d) By the Company, if (i) prior to the
      Closing Date there shall have been a material breach of any representation,
      warranty, covenant or agreement on the part of Hotels contained in the Merger
      Agreement or any representation or warranty of Hotels shall have become untrue
      after the date of the Merger Agreement, which breach or untrue representation
      or
      warranty (A) would, individually or in the aggregate with all other such
      breaches and untrue representations and warranties, give rise to the failure
      of
      a condition and (B) is incapable of being cured prior to the Closing Date by
      Hotels or is not cured within thirty (30) days of notice of such breach; or
      (ii) any of the closing conditions shall have become incapable of
      fulfillment; (e) In the event that the New Financial Statements reflect a
      material adverse change in the financial condition of Hotels when compared
      to
      the audited financial statements of Hotels previously delivered to the Company
      for the fiscal year ended December 31, 2006, then the Company shall have the
      right to terminate the Merger Agreement upon 10 days prior notice.  If
      the Company terminates the Merger Agreement pursuant to this provision, the
      Company shall be responsible for the costs and expenses of such New Financial
      Statements.





Upon
      the
      consummation of the proposed merger with Hotels, the Company is obligated to
      pay
      a success fee to PFK Development Group (see Note 8).





16




**Item
      2. Management’s Discussion and Analysis or Plan of Operation**





Please
      read the following discussion together with the financial statements and related
      notes appearing elsewhere in this Report. This Item 2 contains forward-looking
      statements that involve risks and uncertainties. Readers are cautioned not
      to
      place undue reliance on these forward-looking statements, which speak only
      as of
      the date of this Report. Actual results may differ materially from those
      included in such forward-looking statements. Factors which could cause actual
      results to differ materially include those set forth in our Form 10-KSB for
      the
      year ended December 31, 2006, (“10-KSB”) and Item 2 of Part II under the heading
      "Cautionary Statement for Forward Looking Statements", discussed elsewhere
      in
      this Report.





**Overview**





We
      were
      formed as a blank check company on August 12, 2005 for the purpose of acquiring,
      merging with, engaging in a capital stock exchange with, purchasing all or
      substantially all of the assets of, or engaging in any other similar business
      combination with a single operating entity, or one or more related or unrelated
      operating entities in the publishing industry located in the United States.




**Planned
      Merger**




On
      July
      25, 2007 we announced our planned merger with Hotels At Home, Inc. (“Hotels”),
      an industry leading publisher of in-room retail catalogs and hotel-branded
      e-commerce Web sites for luxury hotels and resorts worldwide. Hotels’ cataloges
      and Web sites allow hotel guests to purchase items they have enjoyed during
      their stays, such as pillows, linens, robes, beds, and more. Hotels is a
      privately held company, headquartered in Fairfield, New Jersey with subsidiaries
      located in Fairfield, New Jersey and Paris, France. A more complete description
      of the transactions described above, including exhibits related thereto such
      as
      the Merger Agreement, is included in a Form 8-K filed on July 20, 2007 and
      a
      Form 8K/A filed on July 27, 2007.




**Results
      of Operations**




For
      the
      three months ended June 30, 2007 and 2006, we had net income (loss) of $31,109
      and $(2,030) respectively. The net income for the three months ended June 30,
      2007 is attributable primarily to interest income of $249,089, offset by
      marketing, general and administrative expenses of $197,241. The net loss for
      the
      three months ended June 30, 2006 was attributable primarily to interest income
      of $56,038, offset by marketing, general and administrative expenses of $58,068.





For
      the
      six months ended June 30, 2007 and 2006, we had a net income (loss) of $41,166
      and $(41,351), respectively. The net income for the six months ended June 30,
      2007 is attributed primarily to interest income of $495,803, offset by
      marketing, general and administrative expenses of $427,193. The net loss for
      the
      six months ended June 30, 2006 is attributable primarily to organization and
      formation expenses.





**Liquidity
      and Capital Resources**





For
      the
      six months ended June 30, 2007, our net cash provided by operating activities
      was $69,869, attributable primarily to net income of $41,166 and an increase
      in
      accrued expenses of $19,580. Our net cash used in investing activities was
      $72,901 and consisted of interest earned on trust assets of $497,901, less
      transfers of trust assets of $425,000 to cash. For the six months ended June
      30,
      2006, net cash used in operating activities was $70,101, and consisted of a
      net
      loss of $41,351, and an increase of $34,152 in interest receivable.







17


For
      the
      six months ended June 30, 2006, our net cash used in investing activities was
      $18,922,636 attributable to the investment of the proceeds from the sale of
      units to the public and private placement discussed below. For the six months
      ended June 30, 2006 our net cash provided by financing activities was
      $19,051,966 and is attributable to the sale of units to the public and the
      private placement discussed below.





On
      June
      9, 2006, we sold to the public 2,750,000 units (“Units”) at $6.00 per Unit, for
      a total of $16,500,000 and net proceeds of approximately $14,660,000, after
      reserving $720,000 for contingent underwriting compensation in a public offering
      in which Maxim Group LLC acted as managing underwriter. We also sold to Maxim
      LLC and Legend Merchant Group, Inc. for a total of $100, an option to purchase,
      in the aggregate, 192,500 units, with an option exercise price of $6.60 per
      Unit. On June 29, 2006, an additional 412,500 Units were sold upon exercise
      of
      the underwriters’ over-allotment option and we received net proceeds of
      approximately $2,227,000, after reserving $123,750 for contingent underwriting
      compensation. Each Unit consists of one share of the Company’s Common Stock and
      two Redeemable Common Stock Purchase Warrants (“Warrants”). Each Warrant will
      entitle the holder to purchase from the Company one share of Common Stock at
      an
      exercise price of $5.00.





Prior
      to
      the Public Offering, we consummated a private placement (“Private Placement”)
      and received net proceeds of $1,365,000.





Of
      the
      gross proceeds of the initial public offering $18,900,750 of the offering and
      the private placement were placed in a trust account at Lehman Brothers Inc.
      maintained by American Stock Transfer & Trust Company, New York, New York,
      as trustee. Of this amount, up to $843,750 will be paid to Maxim Group LLC
      as
      contingent fees in connection with our initial public offering and the private
      placement, if and only if a business combination is consummated, leaving us
      with
      $18,057,000 with which to consummate a business combination. Other than interest
      income which may be released to us, the proceeds held in trust will not be
      released from the trust account until the earlier of the completion of a
      business combination or our dissolution and liquidation to our public
      stockholders of our trust account as part of our stockholder-approved plan
      of
      dissolution and liquidation, net of any taxes paid. The proceeds held in the
      trust fund (exclusive of any funds held for the benefit of the underwriters
      or
      used to pay public stockholders who have exercised their conversion rights
      described elsewhere) may be used as consideration to pay the sellers of a target
      business with which we ultimately complete a business combination or, if there
      is insufficient funds not held in trust, to pay other expenses relating to
      such
      transaction such as reimbursement to insiders for out-of-pocket expenses, third
      party due diligence expenses or potential finders fees, in each case only upon
      the consummation of a business combination. Any amounts not paid as
      consideration to the sellers of the target business may be used to finance
      operations of the target business or to effect other acquisitions, as determined
      by our board of directors at that time.





The
      Company’s Founding Stockholders and stockholders who have purchased units in the
      private placement, are entitled to require the Company to register the resale
      of
      their shares of common stock at any time after the date on which their shares
      are released from escrow, which, except in limited circumstances, will not
      be
      before three years from the date of the public offering. If such existing
      stockholders exercise their registration rights with respect to all of their
      shares of common stock (including those 250,000 shares and 500,000 shares
      issuable upon exercise of warrants convertible into shares of common stock
      issued in the private placement, and up to 427,000 warrants that may be issued
      to Founding Stockholders upon meeting certain price targets for our common
      stock), then there will be an additional 1,927,000 shares of common stock
      eligible for trading in the public market and the Company will bear the costs
      of
      registering such securities. The presence of this additional number of shares
      of
      common stock eligible for trading in the public market may have an adverse
      effect on the market price of the Company’s common stock. In addition, the
      existence of these rights may make it more difficult to effectuate a business
      combination or increase the cost of the target business, as the stockholders
      or
      the target business may be discouraged from entering into a business combination
      with the Company or will request a higher price for their securities as a result
      of these registration rights and the potential future effect their exercise
      may
      have on the trading market for our common stock.




18


In
      evaluating a prospective target business, the Company will consider, among
      other
      factors, the financial condition and results of operation; growth potential;
      experience and skill of management; availability of additional personnel;
      capital requirements; competitive position; barriers to entry into other
      industries; stage of development of the products, processes or services; degree
      of current or potential market acceptance of the products, processes or
      services; proprietary features and degree of intellectual property or other
      protection of the products, processes or services; regulatory environment of
      the
      industry; and costs associated with effecting the business combination. These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors, as well as other considerations deemed relevant
      by the Company in effecting a business combination consistent with its business
      objective. There are no assurances the Company will be able to successfully
      effect a business combination.





Prior
      to
      the closing of a business combination, we have agreed to obtain key man life
      insurance in the amount of $2,000,000 in the aggregate on the lives of
      Messrs. Engel and Cohl for a three year period. Based on current estimates,
      the premium for such life insurance policies, of which we will be the sole
      beneficiary, is expected to be approximately $30,000 per year, and will be
      funded from the interest earned on the proceeds held in the trust
      account.





We
      have
      estimated that the costs to identify and research prospective target businesses
      and the costs related to the business combination, including legal and
      accounting expenses to structure the transaction, prepare the transaction
      documents and file the related proxy statement, will be approximately $600,000.
      Only $78,000 of the net proceeds were initially allocated at the time of the
      initial public offering for such purposes and we intend to fund the balance
      ($522,000), as well as amounts that may exceed our current estimates, from
      the
      interest earned on the proceeds being held in the trust account, less interest
      earned on the trust account held back in the trust account to ensure a $6.00
      per
      share liquidation price to public stockholders (if applicable). We expect that
      due diligence of prospective target businesses will be performed by some or
      all
      of our officers and directors, and may include engaging market research firms
      and/or third party consultants. Our officers and directors will not receive
      any
      compensation for their due diligence of prospective target businesses, but
      will
      be reimbursed for any out-of-pocket expenses (such as travel expenses) incurred
      in connection with such due diligence activities.





There
      can
      be no assurance that a business combination will be consummated. Should a
      business combination not be consummated by December 9, 2007, or June 9, 2008,
      if
      certain extension criteria have been satisfied, we would be required to return
      the funds held in trust to holders of shares issued in the Initial Public
      Offering as a mandatory liquidating distribution, pursuant to a plan of
      dissolution and liquidation. Any such plan of dissolution, if required, would
      have to first be submitted to stockholders for approval. These conditions raise
      a substantial doubt about our ability to continue as a going
      concern.





We
      intend
      to use a portion of the net proceeds and a portion of the interest earned on
      the
      funds in the trust account which is released to us and allocated to working
      capital for director and officer liability insurance premiums. We intend to
      fund
      our working capital needs as well as amounts that may exceed our current
      estimates, from the interest earned on the proceeds being held in the trust
      account with the balance being held for reimbursement of any out-of-pocket
      expenses incurred by our founding stockholders in connection with activities
      on
      our behalf. The interest earned on the trust account in excess of the amount
      necessary to have a $6.00 per share liquidation price to the public stockholders
      will be released to us to fund our working capital and costs associated with
      our
      stockholder-approved plan of dissolution and liquidation including reserves,
      if
      any, if we do not consummate a business combination. No interest will be payable
      to public stockholders converting in connection with a business
      combination.





**Contractual
      Obligations and Commitments**





Commencing
      on June 9, 2006 and ending upon the acquisition of a target business, we
      have
      agreed to pay a monthly fee of $7,500 to Silverback Books, an affiliate of
      Messrs. Engel, Cohl and Dombrowski (our chief executive officer, president
      and chief operating officer, respectively), for general and administrative
      services, including but not limited to receptionist, secretarial and general
      office services, provided that $4,500 of such amount shall be payable only
      from
      the interest earned on the trust account.




19





On
      June
      29, 2007 we signed an agreement with Brainerd Communicators, Inc. to provide
      financial public relations services for a fee of $7,500 per month. The term
      of
      the agreement is for the period commencing July 12, 2007, expiring 30 days
      after
      the completion of the first acquisition and may be terminated by either party
      upon 30 days notice.





On
      July
      2, 2007 we signed an agreement with PFK Development Group (“PFK”) acknowledging
      and re-confirming an oral agreement made on or about April 5, 2007. PFK, who,
      as
      a non-exclusive independent consultant and for a monthly fee of $5,000 has
      agreed to assist the Company with identifying potential acquisition candidates.
      The PFK agreement has a term of one year and may be terminated in writing
      without notice or cause by either party at any time. In addition, PFK will
      be
      entitled to a success fee for candidates introduced to the Company prior to
      the
      end of the engagement if during the term of the agreement or within one year
      after the expiration or termination of the agreement the Company consummates
      a
      business combination transaction with the candidate. The success fee is 5%
      of
      that portion of the purchase price up to $1,000,000 plus 4% of that portion
      of
      the purchase price between $1,000,001 and $2,000,000, plus 3% of that portion
      of
      the purchase price between $2,000,001 and $3,000,000, plus 2% of that portion
      of
      the purchase price between $3,000,001 and $4,000,000, plus 1% of that portion
      of
      the purchase price exceeding $4,000,000.


Upon
      the
      consummation of the proposed merger with Hotels, we will be obligated to pay
      a
      success fee to PFK Development Group.





**Critical
      Accounting Policies**





Our
      condensed financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States. These generally accepted
      accounting principles require 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. Our significant accounting
      policies are described in the notes to the consolidated financial statements
      included in our annual report on Form 10-KSB. Judgments and estimates of
      uncertainties are required in applying our accounting policies in many areas.
      Management has discussed the development and selection of these policies with
      the Audit Committee of the Company’s Board of Directors, or its equivalent, and
      the Audit Committee of the Board of Directors, or its equivalent, has reviewed
      the Company’s disclosures of these policies. There have been no material changes
      to the critical accounting policies or estimates reported in the Management’s
      Discussion and Analysis section of the audited financial statements for the
      year
      ended December 31, 2006 as filed with the Securities and Exchange
      Commission.





We
      adopted the Financial Accounting Standards Board’s (“FASB”) Interpretation No.
      48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statement No. 109 (“FIN 48”) effective January 1, 2007 and we also changed the
      method of accounting following the guidance of the FASB’s staff position
      provided in Emerging Issues Task Force (“EITF”) 00-19-2 (“FSP EITF 00-19-2”) as
      further described in Note 4 to our condensed financial statements.





**Recent
      Accounting Pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      No. 157”).  This Statement defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value measurements. 
SFAS No. 157 applies under other accounting pronouncements that require or
      permit fair value measurements and accordingly, does not require any new fair
      value measurements.  SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007.  Adoption
      of SFAS No. 157 is not expected to have a material impact on the Company's
      financial position, results of operations or cash flows.


20


In
      December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2
“Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”) which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5,
“Accounting for Contingencies.”    Adoption of FSP EITF 00-19-02
      is required for fiscal years beginning after December 15, 2006. Adoption of
      EITF 00-19-2 did not have a material impact on the Company's financial position,
      results of operations or cash flows.





In
      February 2007, the FASB issued Statement of Financial Accounting Standard 159
      “The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an amendment of FASB Statement No. 115”, which permits entities to
      choose to measure many financial instruments and certain other items at fair
      value. The fair value option established by this Statement permits all entities
      to choose to measure eligible items at fair value at specified election dates.
      A
      business entity shall report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings at each subsequent reporting
      date. Adoption is required for fiscal years beginning after November 15,
      2007.  Early adoption is permitted as of the beginning of a fiscal year
      that begins on or before November 15, 2007, provided the entity also elects
      to
      apply the provisions of FASB Statement No. 157, Fair Value Measurements.
      Adoption of FASB No. 159 is not expected to have a material impact on the
      Company's financial position, results of operations or cash
      flows.


21


**Off-Balance
      Sheet Arrangements**




As
      of
      June 30, 2007 and 2006, there were no off-balance sheet arrangements as defined
      in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act
      of
      1934.




22


CAUTIONARY
      STATEMENT FOR FORWARD-LOOKING STATEMENTS





Statements
      contained in this "Management's Discussion and Analysis or Plan of Operation"
      may contain information that includes or is based upon certain "forward-looking
      statements" relating to our business. These forward-looking statements represent
      management's current judgment and assumptions, and can be identified by the
      fact
      that they do not relate strictly to historical or current facts. Forward-looking
      statements are frequently accompanied by the use of such words as "anticipates,"
      "plans," "believes," "expects," "projects," "intends," and similar expressions.
      Such forward-looking statements involve known and unknown risks, uncertainties,
      and other factors, including, while it is not possible to predict or identify
      all such risks, uncertainties, and other factors, those relating
      to:





·
            our
                ability to identify, negotiate and complete the acquisition of targeted
                operations, consistent with our business
                plan;





·
            we
                may be unable to attract new personnel, which would adversely affect
                implementation of our overall business strategy if a business combination
                is consummated;





·
            the
                success of our investor relations program to create and sustain interest
                and liquidity in our stock, which is currently thinly traded on the
                OTCBB;





ANY
      ONE
      OF THESE OR OTHER RISKS, UNCERTAINTIES, OTHER FACTORS, OR ANY INACCURATE
      ASSUMPTIONS MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE
      DESCRIBED HEREIN OR ELSEWHERE BY US. WE CAUTION READERS NOT TO PLACE UNDUE
      RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE
      DATE
      THEY WERE MADE. CERTAIN OF THESE RISKS, UNCERTAINTIES, AND OTHER FACTORS MAY
      BE
      DESCRIBED IN GREATER DETAIL IN OUR FILINGS FROM TIME TO TIME WITH THE SECURITIES
      AND EXCHANGE COMMISSION, WHICH WE STRONGLY URGE YOU TO READ AND CONSIDER.
      SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR
      TO
      PERSONS ACTING ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE
      CAUTIONARY STATEMENTS SET FORTH ABOVE AND ELSEWHERE IN OUR REPORTS FILED WITH
      THE SECURITIES AND EXCHANGE COMMISSION. WE EXPRESSLY DISCLAIM ANY INTENT OR
      OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.


23


**Item 3.
      Controls and Procedures**





The
      Company's President, who is also the acting principal financial officer, and
      the
      Company’s Chief Executive Officer who is the principal executive officer, have
      evaluated the effectiveness of the Company's "disclosure controls and
      procedures," as such term is defined in Rule 13a-15(e) of the Securities
      Exchange Act of 1934, as amended, as of the end of the period covered by this
      Quarterly Report on Form 10-QSB. The evaluation process, including the inherent
      limitations on the effectiveness of such controls and procedures is more fully
      discussed below. Based upon his evaluation, the acting principal financial
      officer has concluded that the Company's disclosure controls and procedures
      were
      not effective.




These
      controls were deemed not effective on account of a material weakness related
      to
      the lack of the necessary corporate accounting resources. On August 12, 2005,
      the Company began as a shell company, as defined in Rule 12b-2 of the Exchange
      Act. On June 9, 2006 the company completed its initial public offering, and
      currently, is seeking to acquire a suitable company as specified in its charter.
      Currently, the Company is being operated solely by the Company’s Chief Executive
      Officer and its President. The Company employs a financial consultant who works
      closely with the Company’s Chief Executive Officer and its President to gather
      the required information and to prepare the periodic financial statements and
      public filings. Reliance on these limited resources impairs our ability to
      provide for segregation of duties and the ability to ensure consistently
      complete and accurate financial reporting, as well as disclosure controls and
      procedures. Our Company's President has concluded that the disclosure controls
      and procedures are not effective, given the foregoing material weakness. If
      the
      Company successfully completes a business combination and becomes an operating
      company, and as resources permit, the Company believes it will be able to hire
      a
      Chief Financial Officer who will in turn hire such additional personnel as
      will
      be necessary to assist in the segregation of duties with respect to financial
      reporting and Sarbanes-Oxley Section 404 compliance.




We
      believe that, at the time specified and for the reasons described above, we
      will
      be able to improve our financial reporting and disclosure controls and
      procedures and remedy the material weakness identified above.




Except
      as
      described above, there were no significant changes in our internal controls
      over
      financial reporting that occurred during the quarter ended June 30, 2007 that
      have materially affected, or are reasonably likely to materially affect, our
      internal control over financial reporting.


24


**PART
      II**  **-
      OTHER INFORMATION**




**Item
      1.**  **Legal
      Proceedings.**




There
      are
      no material legal proceedings pending against us.




**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**




Not
      applicable





**Item
      3.**  **Defaults
      Upon Senior Securities.**




Not
      applicable.




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




Not
      applicable.




**Item
      5.**  **Other
      Information.**




Not
      applicable.





**Item
      6.**  **Exhibits**




31.1
            Section
                302 Certification of Principal Executive Officer31.2
            Section
                302 Certification of Principal Financial Officer32.1
            Section
                906 Certification of Principal Executive Officer32.2
            Section
                906 Certification of Principal Executive
                Officer





Exhibits:





**Exhibit
                No.**
            
            **Description
                of Exhibit**31.1
            
            Officer’s
                Certification Pursuant to Rule 13a-14(a) under the Securities Exchange
                Act. (1)31.2
            
            Officer’s
                Certification Pursuant to Rule 13a-14(a) under the Securities Exchange
                Act. (1)32.1
            
            Certification
                Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
                (1)32.2
            
            Certification
                Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
                (1)


**________________________**


**Footnotes:**





(1)
            Filed
                herewith.


25


SIGNATURES







In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this Report to be signed on its behalf by the undersigned,
      thereunto duly authorized.


Affinity
              Media
              International Corp.Dated:
              August 10 , 2007
            By:
            /s/ Peter
              H.
              EngelPeter
              H.EngelChairman
                and CEO
              (Principal
                executive officer)


By:
            /s/ Howard
              CohlHoward
              CohlPresident, Treasurer and Director
              (Principal
                financial and accounting
                officer)  26