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, 2006





OR





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





For
      the
      Transition Period from _______________ to ________________





COMMISSION
      FILE NUMBER: 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.


Yeso
            
            No  
                x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yesx
            
            No  
                o




As
      of
      August 14, 2006, the Registrant had 4,162,500 shares of its Common Stock,
      $0.0001 par value, issued and outstanding.





Transitional
      Small Business Disclosure Format




Yeso
            
            No  
                x





AFFINITY
      MEDIA INTERNATIONAL, CORP.





**Table
      of Contents**





**Page****PART
                I - FINANCIAL INFORMATION**ITEM
                1. CONDENSED FINANCIAL STATEMENTS (Unaudited)Balance
                Sheet
            
            1Statements
                of Operations
            
            2Statements
                of Changes in Stockholders’ Equity
            
            3Statements
                of Cash Flows
            
            4Notes
                to Financial Statements
            
            6ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATIONS
            
            12ITEM
                3.QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            14ITEM
                4. CONTROLS AND PROCEDURES
            
            15**PART
                II - OTHER INFORMATION**ITEM
                1. LEGAL PROCEEDINGS
            
            16ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            
            16ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            
            16ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            16ITEM
                5. OTHER INFORMATION
            
            16ITEM
                6. EXHIBITS
            
            17SIGNATURES
            
            19CERTIFICATIONS










Part
      1 -
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements





**Affinity
      Media International Corp.**


**(A
      Development Stage Enterprise)**


**Condensed
      Balance Sheet**


**June
      30, 2006**


**(Unaudited)**




ASSETSCURRENT
                  ASSETSCash
              
              $
              164,870Cash
                  and cash equivalents held in trust
              
              
              18,078,886Cash
                  and cash equivalents held in trust - restricted
              
              
              843,750Interest
                  receivable
              
              
              34,152Prepaid
                  expenses
              
              
              3,300Total
                  Current Assets
              
              
              19,124,958LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCURRENT
                  LIABILITIESAccrued
                  expenses
              
              $
              23,054Other
                  current liabilities (See Note 1)
              
              
              843,750Total
                  Current Liabilities
              
              
              866,804Common
                  stock subject to possible redemption, 862,148shares
                  at conversion value
              
              
              4,959,226COMMITMENTSSTOCKHOLDERS'
                  EQUITYPreferred
                  stock - $.0001 par value; 1,000,000 shares
              
              
              -authorized;
                  none issued or outstandingCommon
                  stock - $.0001 par value; 15,000,000 sharesauthorized;
                  4,162,500 shares issued and outstanding(which
                  includes 862,148 shares subject to possibleconversion),
                  as adjusted
              
              
              330Additional
                  paid-in capital
              
              
              13,367,304Deficit
                  accumulated during the development stage
              
              
              (68,706
              )Total
                  stockholders’ equity
              
              
              13,298,928Total
                  Liabilities and Stockholders’ Equity
              
              $
              19,124,958


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, 2006**
              
              **For
                  the Six Months Ended June 30, 2006**
              
              **For
                  the period August 12, 2005 (Inception) through June 30,
                  2006**OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              7,500
              
              $
              7,500
              
              $
              7,500Marketing,
                  general and administrative expenses
              
              
              50,568
              
              
              89,889
              
              
              117,244Total
                  operating expenses
              
              
              58,068
              
              
              97,389
              
              
              124,744OTHER
                  INCOME (EXPENSES)Interest
                  income
              
              
              56,038
              
              
              56,038
              
              
              56,038Total
                  other income (expenses)
              
              
              56,038
              
              
              56,038
              
              
              56,038NET
                  LOSS
              
              $
              (2,030
              )
              $
              (41,351
              )
              $
              (68,706
              )Basic
                  and diluted loss per common share
              
              $
              (0.00
              )
              $
              (0.04
              )Weighted
                  average common shares,basic
                  and diluted
              
              
              1,385,788
              
              
              1,069,649




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


2





**Affinity
      Media International Corp.**


**(A
      Development Stage Enterprise)**


**CONDENSED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**


**For
      the Period August 12, 2005 (Inception) to June 30, 2006**


(Unaudited)


**Common
                      stock**
                  
                  **Additional**
                      **Paid-In**
                  
                  **Deficit**
                      **Accumulated**
                      **during
                        the**
                      **Development**
                  
                  **Total**
                    **Stockholders'**
                    **(Deficit)****Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Stage**
                  
                  **Equity**Common
                      stock issued onAugust
                      12, 2005 at $0.033 per share (1)
                  
                  
                  750,000
                  
                  $
                  75
                  
                  $
                  24,925
                  
                  $
                  -
                  
                  $
                  25,000Net
                      loss for the period August 12, 2005(Inception)
                      to December 31, 2005
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (27,355
                  )
                  
                  (27,355
                  )Balance
                      at December 31, 2005
                  
                  
                  750,000
                  
                  
                  75
                  
                  
                  24,925
                  
                  
                  (27,355
                  )
                  
                  (2,355
                  )Sale
                      of 250,000 units, net ofunderwriters’
                      discount, onMay
                      9, 2006 at $6.00 per share
                  
                  
                  250,000
                  
                  
                  25
                  
                  
                  1,364,975
                  
                  
                  -
                  
                  
                  1,365,000Sale
                      of 2,750,000 units, net ofunderwriters’
                      discount and offeringexpenses
                      (includes 749,700 sharessubject
                      to conversion) onJune
                      9, 2006 at $6.00 per share
                  
                  
                  2,750,000
                  
                  
                  275
                  
                  
                  14,659,485
                  
                  
                  -
                  
                  
                  14,659,760Proceeds
                      subject to possibleconversion
                      of 749,700 sharesat
                      $5.76 per share
                  
                  
                  (749,700
                  )
                  
                  (75
                  )
                  
                  (4,318,197
                  )
                  
                  -
                  
                  
                  (4,318,272
                  )Proceeds
                      from issuance of option
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100
                  
                  
                  -
                  
                  
                  100Sale
                      of 412,500 units, net ofunderwriters’
                      discount and offeringexpenses
                      (includes 112,448 sharessubject
                      to conversion) onJune
                      29, 2006 at $6.00 per share
                  
                  
                  412,500
                  
                  
                  41
                  
                  
                  2,276,959
                  
                  
                  -
                  
                  
                  2,277,000(unaudited)Proceeds
                      subject to possibleconversion
                      of 112,448 sharesat
                      $5.70 per share
                  
                  
                  (112,448
                  )
                  
                  (11
                  )
                  
                  (640,943
                  )
                  
                  -
                  
                  
                  (640,954
                  )Net
                      loss for the period January 1, 2006to
                      June 30, 2006
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (41,351
                  )
                  
                  (41,351
                  )Balance
                      at June 30, 2006
                  
                  
                  3,300,352
                  
                  $
                  330
                  
                  $
                  13,367,304
                  
                  $
                  (68,706
                  )
                  $
                  13,298,928
  (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 outstanding
                        share of common stock at December 31,
                        2005.
 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**


**(Unaudited)**





**For
                the Six Months Ended June 30, 2006**
            
            **For
                the period August 12, 2005 (Inception) through June 30,
                2006**Cash
                Flows From Operating ActivitiesNet
                loss
            
            $
            (41,351
            )
            $
            (68,706
            )Adjustments
                to reconcile net loss to netcash
                used in operating activities:Prepaid
                expenses
            
            
            (3,300
            )
            
            (3,300
            )Interest
                receivable
            
            
            (34,152
            )
            
            (34,152
            )Accrued
                expenses
            
            
            8,702
            
            
            23,054Net
                cash used in operating activities
            
            
            (70,101
            )
            
            (83,104
            )Cash
                Flows From Investing ActivitiesCash
                and cash equivalents held in trust fund
            
            
            (18,078,886
            )
            
            (18,078,886
            )Cash
                and cash equivalents held in trust fund - restricted
            
            
            (843,750
            )
            
            (843,750
            )Net
                cash used in investing activities
            
            
            (18,922,636
            )
            
            (18,922,636
            )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 stock option
            
            
            100
            
            
            100Net
                cash provided by financing activities
            
            
            19,051,966
            
            
            19,170,610Net
                Increase in Cash
            
            
            59,229
            
            
            164,870Cash
                - Beginning of the Period
            
            
            105,641
            
            
            -Cash
                - End of the Period
            
            $
            164,870
            
            $
            164,870


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


4





**Affinity
      Media International Corp.**


**(A
      Development Stage Enterprise)**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**


**For
                  the Six Months Ended June 30, 2006**
              
              **For
                  the period August 12, 2005 (Inception) through June 30,
                  2006****SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Cash
                  paid during the period for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -Non-Cash
                  Investing and Financing Activities:Deferred
                  offering cost advanced from foundingstockholders
              
              $
              -
              
              $
              60,000Accrual
                  of other current liability for offering costs
              
              $
              843,750
              
              $
              843,750




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


5


Affinity
        Media International Corp.
 (A
        Development Stage Enterprise)
 NOTES
        TO
        CONDENSED FINANCIAL STATEMENTS




**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, 2006, the Company had not yet commenced any operations. All activity through
      June 30, 2006 relates to the Company’s formation, completion of the Public
      Offering described below and the identification of suitable business
      combinations, as defined below. The accompanying financial statements have
      been
      prepared in accordance with Statement of Financial Accounting Standards (“SFAS”)
      No. 7, Development Stage Enterprises, since planned principal operations have
      not yet commenced.




The
      registration statement of the Company’s initial public offering (“Public
      Offering”) was declared effective on June 5, 2006. The Company consummated the
      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 3. On June 29, 2006, the Company consummated the funding
      of the Underwriters 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 generally 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, will
      be
      held in a trust account (“Trust Account”) and invested in government securities
      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 remaining net proceeds (not held in the Trust Account) may
      be
      used to pay for business, legal and accounting expenses, as well as due
      diligence on prospective acquisitions and 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,
      2006, 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 the Business Combination. 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.


6


Affinity
        Media International Corp.
 (A
        Development Stage Enterprise)
 NOTES
        TO
        CONDENSED FINANCIAL STATEMENTS


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





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 will be 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 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. All of the Company’s Founding
      Stockholders and the stockholders who acquired shares of Common Stock in the
      Private Placement have agreed 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 per share in the Public Offering (assuming
      no value is attributed to the Warrants contained in the Units to be offered
      in
      the Public Offering discussed in Note 4).




**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, 2006 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. These financial statements
      should be read in conjunction with the financial statements and related
      footnotes included in the Company’s audited financial statements as of June 9,
      2006, and for the period August 12, 2005 (Inception) through June 9, 2006,
      filed
      on form 8-K on June 9, 2006.





The
      results of operations for the six months ended June 30, 2006 are not necessarily
      indicative of the results to be expected for any full year or any other interim
      period.


7








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





***Concentrations
      of Credit Risk - Cash***




The
      Company maintains its cash with various financial institutions, which may exceed
      Federally insured limits throughout the period. At June 30, 2006 the company
      had
      cash balances in banks in excess of the maximum amount insured by the
      FDIC.




***Income
      Taxes***




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
      Company recorded a deferred income tax asset for the tax effect of net operating
      loss carryforwards and temporary differences, aggregating approximately $34,058.
      In recognition of the uncertainty regarding the ultimate amount of income tax
      benefits to be derived, the Company has recorded a full valuation allowance
      at
      June 30, 2006.




The
      effective tax rate differs from the statutory rate of 34% due to the affects
      of
      state income taxes and the increase in the valuation allowance.




***Loss
      Per Share***




Loss
      per
      share is computed by dividing net loss by the weighted-average number of shares
      of Common Stock outstanding during the period.




***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 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
      July
      2006,  the Financial Accounting Standards Board (the “FASB”) 
issued  FASB  Interpretation  No. 48,  "Accounting  for
      Uncertainty in Income Taxes - an  interpretation  of FASB Statement
      No. 109" ("FIN48"),  which  clarifies the accounting  for 
uncertainty  in tax positions.  This interpretation 
requires  that the Company recognize  in its financial 
statements,  the impact of a tax  position,  if that 
position  is more  likely than not of being sustained  on 
audit,  based  on  the  technical  merits  of
      the  position.  The provisions  of FIN 48 are effective as of the
      beginning of the Company's 2007 fiscal year,with the cumulative effect of
      the change in accounting  principle recorded as an adjustment to opening
      retained earnings.  The Company is currently evaluating the impact of
      adopting FIN 48 on its financial statements.





***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.


8


Affinity
        Media International Corp.
 (A
        Development Stage Enterprise)
 NOTES
        TO
        CONDENSED FINANCIAL STATEMENTS





**NOTE
      4 - 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
      as
      pursuant to the underwriters' over-allotment option at $6.00 per unit for a
      total of $2,475,000. 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. 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, 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 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.





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.




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 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 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
      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.





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 estimates 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 is 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.


9


**NOTE
            4-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
      5 - 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. 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 4). 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-allotments option.




**NOTE
      6 - 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
      7 - Commitments**




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.




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.




10





Affinity
      Media International Corp.


(A
      Development Stage Enterprise)


NOTES
      TO
      CONDENSED FINANCIAL STATEMENTS





**NOTE
      8 - Stock Dividend**




Effective
      February 13, 2006, the Company’s Board of Directors authorized a stock dividend
      of .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.


11





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





Please
      read the following discussion together with the condensed 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 at the end
      of
      this Item 2 of Part I under the heading "Cautionary Statement For Forward
      Looking Statements", as well as those discussed elsewhere in this Report.




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.




**Results
      of Operations**





For
      the
      three and six months ended June 30, 2006, we had net losses of $2,030 and
      $41,351, respectively, attributable to organization and formation
      expenses . For
      the
      period from August 12, 2006 (inception) through June 30, 2006, we had a net
      loss
      of $68,706, attributable to, interest expense and expenses in connection with
      the initial public offering.





**Liquidity
      and Capital Resources**





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 in a public offering in which Maxim Group
      LLC
      acted as managing underwriter. On June 29, 2006, an additional 412,500 Units
      were sold upon exercise of the underwriters over-allotment option. 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.





On
      June
      9, 2006, in connection with our Public Offering we 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, we consummated a private placement (“Private Placement”) and received
      net proceeds of $1,365,000. On June 29, 2006, the Company consummated the
      funding of the over-allotment option from the Public Offering, receiving net
      proceeds of approximately $2,227,000, after reserving $123,750 for contingent
      underwriting compensation which is included in other liabilities.





Of
      the
      gross proceeds of the initial public offering, $18,900,750 of the offering
      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 this 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) 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


12





**Item
      2 - Management’s Discussion and Analysis or Plan of Operation,
      Continued**





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 have been allocated 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.





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 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 (less
      up to the first $74,250 in interest earned on the amount held in trust to cover
      any shortfalls if the over-allotment option is exercised in full), with the
      balance being held for reimbursement of any out-of-pocket expenses incurred
      by
      our existing stockholders in connection with activities on our behalf as
      described below. 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.





**Critical
      Accounting Policies**





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 revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates.





Management
      does not believe that any recently issued, but not yet effective accounting
      standards if currently adopted, would have a material effect on the accompanying
      financial statements.





**Off-Balance
      Sheet Arrangements**





As
      of
      June 30, 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.


13





**Item
      2 - Management’s Discussion and Analysis or Plan of Operation,
      Continued**





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 secure the additional financing adequate to execute our
                business plan;





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





·
            existing
                or new competitors consolidating operators ahead of the
                Company;





·
            we
                may be unable to attract new personnel, which would adversely affect
                implementation of our overall business
                strategy.





·
            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.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk.**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      fund,
      we may not engage in, any substantive commercial business. Accordingly, we
      are
      not and, until such time as we consummate a business combination, we will not
      be, exposed to risks associated with foreign exchange rates, commodity prices,
      equity prices or other market-driven rates or prices. The net proceeds of our
      initial public offering held in the trust fund have been invested only in money
      market funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940. Given our limited risk in our exposure to money
      market funds, we do not view the interest rate risk to be significant.


14





**Item
      4.**  **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 three months ended June 30, 2006
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.


15





**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.**




On
      June
      9, 2006, we consummated our initial public offering of 2,750,000 Units. On
      June
      29, 2006, we consummated the closing of 412,500 Units subject to the
      underwriters' over-allotment option. Each Unit consisted of one share of common
      stock, $.0001 par value per share, and two warrants, each to purchase one share
      of the Company's common stock. The 3,162,500 Units sold in the IPO (including
      the 412,500 Units subject to the underwriters' over-allotment option) were
      sold
      at an offering price of $6.00 per Unit, generating total gross proceeds of
      $18,975,000. Of this amount, $18,900,750 was placed in trust.





Prior
      to
      the Closing of the IPO, we consummated a private placement of 250,000 Units
      to
      Peter Engel, the Company’s Chairman and Chief Executive Officer, and two
      non-affiliated accredited investors, generating gross proceeds of $1,500,000.
      The Private Placement Units were sold on the same terms as the Units in the
      IPO,
      except that the shares and warrants comprising the Private Placement Units
      may
      not be sold, assigned or transferred until the Company consummates a business
      combination, nor will investors in the Private Placement have any right to
      any
      liquidation distributions with respect to the shares included in the Private
      Placement Units in the event the Company fails to consummate a business
      combination. The securities sold in the offering were registered under the
      Securities Act of 1933 on a registration statement on Form S-1 (No. 333-128707).
      The Securities and Exchange Commission declared the registration statement
      effective on June 5, 2006.




For
      a
      description of the use of the proceeds generated in our initial public offering,
      see Part I, Item 2 of this Form 10-Q, which is hereby incorporated by
      reference.




**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.


16





**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








17




**Item
      6. Exhibits**





**Exhibit
                No.**
            
            **Description
                of Exhibit (Stuart, please review and complete for Exhibits required
                in
                this 10-QSB filing)**





**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.




18




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.


Dated:
              August 14, 2006
            **Affinity
              Media International Corp.**By:
            /s/ Howard
              CohlHoward
              CohlPresident






19