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 THESECURITIES
                EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED September 30, 2006





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
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            20-3315459
              (I.R.S.
                  Employer
                  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
x
              No
o


As
      of
      November 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




Yes
o
              No
x
 
 
  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 Changes in Stockholders’ Equity
            3Statements
                of Cash Flows
            4Notes
                to Financial Statements
            6ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATIONS
            13ITEM
                3. CONTROLS AND PROCEDURES
            15**PART
                II - OTHER INFORMATION**ITEM
                1. LEGAL PROCEEDINGS
            17ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            17ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            17ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            17ITEM
                5. OTHER INFORMATION
            17ITEM
                6. EXHIBITS
            17SIGNATURES
            18CERTIFICATIONS










Part
                  1 - FINANCIAL INFORMATIONItem
                  1. Financial Statements**Affinity
                  Media International Corp.****(A
                  Development Stage Enterprise)****CONDENSED
                  BALANCE SHEET****September
                  30, 2006****(Unaudited)**ASSETSCURRENT
                  ASSETSCash
              
              $
              69,665Cash
                  and cash equivalents held in trust
              
              
              18,205,936Cash
                  and cash equivalents held in trust - restricted
              
              
              843,750Interest
                  receivable
              
              
              75,731Prepaid
                  expenses
              
              
              8,734Total
                  Current Assets
              
              
              19,203,816LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCURRENT
                  LIABILITIESAccrued
                  expenses
              
              $
              24,320Other
                  current liabilities (See Note 4)
              
              
              843,750Total
                  Current Liabilities
              
              
              868,070Common
                    stock subject to possible redemption, 862,148 shares
                    at conversion value
              
              
              4,959,226COMMITMENTSSTOCKHOLDERS'
                  EQUITYPreferred
                    stock - $.0001 par value; 1,000,000 shares  authorized;
                    none issued or outstanding
              
              
              -Common
                    stock - $.0001 par value; 15,000,000 shares authorized;
                    4,162,500 shares issued and outstanding, (which
                    includes 862,148 shares subject to possible conversion),
                    as adjusted
              
              
              330Additional
                  paid-in capital
              
              
              13,367,304Earnings
                  accumulated during the development stage
              
              
              8,886Total
                  stockholders’ equity
              
              
              13,376,520Total
                  Liabilities and Stockholders’ Equity
              
              $
              19,203,816




The
      accompany 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**
                **September
                  30,**
                **2006**
              
              **For
                  the Nine**
                **Months
                  Ended**
                **September
                  30,**
                **2006**
              
              **For
                  the period**
                **August
                  12, 2005**
                **(Inception)****through**
                **September
                  30,**
                **2005**
              
              **For
                  the period**
                **August
                  12, 2005**
                **(Inception)****through**
                **September
                  30,**
                **2006**OPERATING
                  EXPENSESAdministrative
                  cost allowance - related party
              
              $
              22,500
              
              $
              30,000
              
              $
              -
              
              $
              30,000Marketing,
                  general and administrative expenses
              
              
              137,617
              
              
              227,506
              
              
              350
              
              
              254,861Total
                  operating expenses
              
              
              160,117
              
              
              257,506
              
              
              350
              
              
              284,861OTHER
                  INCOME (EXPENSES)Interest
                  income
              
              
              243,629
              
              
              299,667
              
              
              -
              
              
              299,667Total
                  other income (expenses)
              
              
              243,629
              
              
              299,667
              
              
              -
              
              
              299,667Net
                  income before income taxes
              
              
              83,512
              
              
              42,161
              
              
              -
              
              
              14,806Provision
                  for income taxes
              
              
              5,920
              
              
              5,920
              
              
              -
              
              
              5,920NET
                  INCOME (LOSS)
              
              $
              77,592
              
              $
              36,241
              
              $
              (350
              )
              $
              8,886Earnings
                  per share:Basic
              
              $
              0.02
              
              $
              0.02
              
              $
              (0
              )Diluted
              
              $
              0.02
              
              $
              0.02
              
              $
              (0
              )Weighted
                  average shares outstanding:Basic
              
              
              3,300,352
              
              
              1,812,047
              
              
              750,000Diluted
              
              
              3,780,988
              
              
              2,010,837
              
              
              750,000




*The
      accompany 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 September 30,
                  2006****(Unaudited)****Earnings****(deficit)****accumulated****Additional**
              
              **during
                  the**
              
              **Total****Common
                  stock**
              
              **Paid-In**
              
              **Development**
              
              **Stockholders'****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **(Deficit)
                  Equity**Common
                    stock issued on August
                    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 of underwriters’
                    discount, on May
                    9, 2006 at $6.00 per share
              
              
              250,000
              
              
              25
              
              
              1,364,975
              
              
              -
              
              
              1,365,000Sale
                  of 2,750,000 units, net of underwriters’
                  discount and offering
                  expenses
                    (includes 749,700 shares subject
                    to conversion) on June
                    9, 2006 at $6.00 per share
              
              
              2,750,000
              
              
              275
              
              
              14,659,485
              
              
              -
              
              
              14,659,760Proceeds
                    subject to possible conversion
                    of 749,700 shares
                    at
                      $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 of underwriters’ discount and offering expenses
                  (includes 112,448 shares subject to conversion) on June 29, 2006
                  at $6.00
                  per share
              
              
              412,500
              
              
              41
              
              
              2,276,959
              
              
              -
              
              
              2,277,000Proceeds
                  subject to possible conversion
                  of 112,448 shares at
                  $5.70 per share
              
              
              (112,448
              )
              
              (11
              )
              
              (640,943
              )
              
              -
              
              
              (640,954
              )Net
                    income for the period January 1, 2006
                    to September 30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              36,241
              
              
              36,241Balance
                  at September 30, 2006
              
              
              3,300,352
              
              $
              330
              
              $
              13,367,304
              
              $
              8,886
              
              $
              13,376,520


(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
      accompany 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 Nine**
                **Months
                  Ended**
                **September
                  30, 2006**
              
              **For
                  the period**
                **August
                  12, 2005**
                **Inception)
                  through**
                **September
                  30, 2005**
              
              **For
                  the period**
                **August
                  12, 2005**
                **(Inception)
                  through**
                **September
                  30, 2006**Cash
                  Flows From Operating ActivitiesNet
                  loss
              
              $
              36,241
              
              $
              (350
              )
              $
              8,886Adjustments
                  to reconcile net loss to net cash
                  used in provided by operating activities:Prepaid
                  expenses
              
              
              (8,734
              )
              
              (12,500
              )
              
              (8,734
              )Interest
                  receivable
              
              
              (75,731
              )
              
              -
              
              
              (75,731
              )Accrued
                  expenses
              
              
              9,968
              
              
              350
              
              
              24,320Net
                  cash used in operating activities
              
              
              (38,256
              )
              
              (12,500
              )
              
              (51,259
              )Cash
                  Flows From Investing ActivitiesCash
                  and cash equivalents held in trust fund
              
              
              (18,205,936
              )
              
              -
              
              
              (18,205,936
              )Cash
                  and cash equivalentsheld in trust fund - restricted
              
              
              (843,750
              )
              
              -
              
              
              (843,750
              )Net
                  cash used in investing activities
              
              
              (19,049,686
              )
              
              -
              
              
              (19,049,686
              )Cash
                  Flows From Financing ActivitiesProceeds
                  from the sale of common stock
              
              
              -
              
              
              25,000
              
              
              25,000Proceeds
                  from notes payable-related party
              
              
              -
              
              
              235,000
              
              
              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 offering and
                    deferred offering costs
              
              
              (1,053,134
              )
              
              (11,658
              )
              
              (1,134,490
              )Repayment
                    of advance from founding stockholder
              
              
              -
              
              
              -
              
              
              (60,000
              )Repayment
                  of notes payable - related party
              
              
              (235,000
              )
              
              (55,000
              )
              
              (235,000
              )Proceeds
                  from issuance of stock option
              
              
              100
              
              
              -
              
              
              100Net
                  cash provided by financing activities
              
              
              19,051,966
              
              
              193,342
              
              
              19,170,610Net
                  (Decrease) Increase in Cash
              
              
              (35,976
              )
              
              180,842
              
              
              69,665Cash
                  - Beginning of the Period
              
              
              105,641
              
              
              -
              
              
              -Cash
                  - End of the Period
              
              $
              69,665
              
              $
              180,842
              
              $
              69,665




*The
      accompany 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 Nine**
                **Months
                  Ended**
                **September
                  30, 2006**
              
              **For
                  the period**
                **August
                  12, 2005**
                **(Inception)
                  through**
                **September
                  30, 2005**
              
              **For
                  the period**
                **August
                  12, 2005**
                **(Inception)
                  through**
                **September
                  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 founding stockholders
              
              $
              -
              
              $
              60,000
              
              $
              60,000Accrual
                  of other current liability for offering costs
              
              $
              843,750
              
              $
              -
              
              $
              843,750




*The
      accompany 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
      September 30, 2006, the Company had not yet commenced any operations. All
      activity through September 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 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 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 September
      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 offered in the
      Public Offering discussed in Note 4).





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




7


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


**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 September 30, 2006 the
      Company had cash balances in excess of the maximum amount insured by the
      FDIC.





***Income
      Taxes***




The
      Company recorded a provision for income taxes at an effective rate of 14% of
      net
      income before income taxes. The provision for federal and state income taxes
      has
      been reflected as an accrual of $5,920 in accrued expenses.





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 differs from the statutory rate of 34% due to the affects
      of
      state income taxes and the decrease
      in the valuation allowance.




***Earnings
      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 by the weighted average number of common shares outstanding for the
      period. Earnings per common share amounts, assuming dilution (“Diluted EPS”),
      were computed by reflecting the potential dilution from the exercise of common
      stock warrants. SFAS No. 128 requires the presentation of both Basic EPS and
      diluted EPS on the face of the consolidated statements of income.





A
      reconciliation between the numerators and denominators of the Basic and diluted
      EPS computation for earnings is as follows:




**Three months ended September
      30, 2006**





**Net Income**
              **(numerator)**
            
            **Shares**
              **(denominator)**
            
            **Per Share**
              **Amounts**Basic
                EPS:Net
                income attributable to common stock
            
            $
            77,592
            
            
            3,300,352
            
            $
            0.02Effect
                of dilutive securities:Warrants
            
            $
            -
            
            
            480,636
            
            $
            -DilutedEPS:Net
                income attributable to common stock andassumed
                warrant exercises
            
            $
            77,592
            
            
            3,780,988
            
            $
            0.02




8


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




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





***Earnings
      Per Share, continued***




**Nine months ended September 30, 2006**





**Net Income**
              **(numerator)**
            
            **Shares**
              **(denominator)**
            
            **Per Share**
              **Amounts**Basic
                EPS:Net
                income attributable to common stock
            
            $
            36,241
            
            
            1,812,047
            
            $
            0.02Effect
                of dilutive securities:Warrants
            
            $
            -
            
            
            198,790
            
            $
            -Diluted
EPS:Net
                income attributable to common stock andassumed
                warrant exercises
            
            $
            36,241
            
            
            2,010,837
            
            $
            0.02





An
      option
      to purchase a total of 192,500 Units was excluded in the computation of diluted
      EPS for the three and nine months ended September 30, 2006 because the option
      price was in excess of the average market price for the Units for these
      periods.





***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
      June
      2006, the Financial Accounting Standards Board (the “FASB”)
      issued SFAS Interpretation No. 48 ( “FIN 48"),
      Accounting for Uncertainty in Income Taxes - an  interpretation 
of FASB Statement No. 109. FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in
      enterprises financial statements in accordance with FASB Statement No. 109.
      Accounting for Income Taxes this interpretation prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      This interpretation also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 is effective for financial statements issued
      for fiscal years beginning after December 15, 2006. The Company is currently
      evaluating the requirements of FIN 48 and as not yet determined if the adoption
      of FIN 48 will have a significant impact on the Company’s consolidated financial
      statements.




In
      September 2006, the FASB issued SFAS No. 157; “Fair Value Measurements” SFAS No.
      157 provides guidance for using fair value to measure assets and liabilities.
      In
      addition, this statement defines fair value, establishes a framework for
      measuring fair value and expands disclosure of fair value
      measurements. Where applicable, this statement simplifies and codifies
      related guidance within generally accepted accounting principles. This statement
      is effective for financial statements issued for fiscal years beginning after
      November 15, 2007 and interim periods within those fiscal years. The Company’s
      adoption of SFAS No. 157 is not expected to have a material effect 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.





9


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
      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.




10




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


**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-allotment 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.




11




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


**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.




**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.





12




**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 nine months ended September 30, 2006, we had a net income of
      approximately $77,600 and $36,200, respectively, attributable primarily to
      interest income of $244,000 and $300,000, offset by organization, formation
      and
      marketing, general and administrative expenses of $160,000 and $258,000,
      respectively. Income tax expense was approximately $6,000 for both the three
      and
      nine months ended September 30, 2006. For the period from August 12, 2005
      (Inception) to September 30, 2005, the net loss consisted of $350 of
      organization and formation expenses.





**Liquidity
      and Capital Resources**





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 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 underwriters’ 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.





13





**Liquidity
      and Capital Resources (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 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 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
      September 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.





14





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.**  **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.




15




**Item
      3.**  **Controls
      and Procedures, continued**





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 September 30,
      2006 that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.





16





**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.





17




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:
              November 14, 2006
            Affinity
              Media
              International Corp.By:
            /s/ Howard
              CohlHoward Cohl
              President


18