UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended      September 30, 2008
                               -------------------------------------------------


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

For the transition period from                        to
                               -----------------------  ------------------------

Commission File Number:  0-52408
                       ---------------------------------------------------------

                          EMERGING MEDIA HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

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


                                  (407)620-1063
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

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

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

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

Large accelerated filer  [_]                      Accelerated filer  [_]

Non-accelerated filer    [_]                      Smaller reporting company  [X]
(Do not check if a smaller reporting company)

As of November 14, 2008, there were 16,293,200 shares of Common Stock, $0.001
par value, outstanding.

<PAGE>

<TABLE>
<CAPTION>
                                Emerging Media Holdings Inc.

                                          Index
                                                                                                Page
Part I             FINANCIAL INFORMATION

       <S>         <C>                                                                         <C>
       Item 1.     Financial Statements                                                           1

                   Consolidated Balance Sheets as of September 30, 2008
                    and December 31, 2007 (unaudited)                                             2

                   Consolidated Statements of Operations for the Nine and
                   Three Months Ended September 30, 2008 and 2007 (Unaudited)                     3

                   Consolidated Statements of Cash Flows for the Nine                           4 - 5
                   Months Ended September 30, 2008 and 2007 (Unaudited)

                   Notes to Unaudited Consolidated Financial Statements                         6 - 15

       Item 2.     Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                   15 - 21

       Item 3.     Quantitative and Qualitative Disclosures About Market Risk                    21

       Item 4T.    Controls and Procedures                                                       21


PART II            OTHER INFORMATION


       Item 6.     Exhibits                                                                      22

       Signatures                                                                                23
</TABLE>

<PAGE>

                          PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Certain information and footnote disclosures required under accounting
principles generally accepted in the United States of America have been
condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the Company's Form 10-KSB for the year ending December 31,
2007.

         The results of operations for the nine and three months ended September
30, 2008 and 2007 are not necessarily indicative of the results for the entire
fiscal year or for any other period.

                                       1
<PAGE>

                  EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                                          December
                                                                               September 30,                 31,
                                                                                   2008                     2007
                                                                                   ----                     ----
<S>                                                                          <C>                       <C>
CURRENT ASSETS:
    Cash                                                                     $      5,020,577          $      179,813
    Marketable securities                                                             250,000                 250,000
    Accounts receivable - net of allowance                                            376,341                 316,081
    Inventories                                                                        10,498                  10,542
    Employee receivables and other current assets                                     277,233                 128,812
                                                                             ----------------          --------------

       Total Current Assets                                                         5,934,649                 885,248

Property, plant and equipment, net                                                    145,565                 167,713

Goodwill                                                                            3,988,122                       -
Other assets                                                                          253,790                       -
                                                                             ----------------          --------------
TOTAL ASSETS                                                                 $     10,322,126          $   1,052,961
                                                                             ================          ==============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                          $        131,951          $      115,289
   Accrued expenses                                                                   202,011                  56,546
   Notes payable related parties                                                       65,376                  79,765
                                                                             ----------------          --------------
       Total Current Liabilities                                                      399,338                 251,600
                                                                             ----------------          --------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
    Preferred stock, no par value, 1,000,000 shares to be
       authorized and designated                                                    4,000,000                       -
    Common stock, $.001 par value, 100,000,000 shares
       authorized; 16,303,000 and 15,053,000 shares issued and
       outstanding at September 30, 2008 and December 31, 2007                         16,303                  15,053
   Additional paid-in-capital                                                       5,027,003                  28,253
   Retained earnings                                                                  719,324                 642,823
   Cumulative other comprehensive income                                              168,324                 115,232
                                                                             ----------------          --------------
                                                                                    9,930,954                 801,361
   Less: Cost of common stock in treasury, 9800 shares                                 (8,166)                      -
                                                                             ----------------          --------------

      Total Stockholders' Equity                                                    9,922,788                 801,361
                                                                             ----------------          --------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $     10,322,126          $    1,052,961
                                                                             ================          ==============
</TABLE>

See Notes to Unaudited Consolidated Financial Statements

                                       2
<PAGE>

                  EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              For the Nine Months Ended             For the Three Months Ended
                                                                    September 30,                          September 30,
                                                                2008               2007               2008                2007
                                                                ----               ----               ----                ----

<S>                                                        <C>                 <C>                 <C>                 <C>
Sales                                                      $  1,407,114        $    721,466        $    761,725        $    194,646
                                                           ------------        ------------        ------------        ------------
Costs and expenses:
  Cost of sales                                                 852,794             317,723             479,258             104,440
  Selling and marketing expenses                                 87,397              40,299              42,864               6,291
  General and administrative expenses                           367,052             124,590             207,224              36,823
  Other operating expenses                                       44,376              36,642              12,229               7,744
                                                           ------------        ------------        ------------        ------------
                                                              1,351,619             519,254             741,575             155,298
                                                           ------------        ------------        ------------        ------------

  Income from operations                                         55,495             202,212              20,150              39,348

  Other income (expense):
     Interest expense                                            (3,706)                  -               1,275                   -

     Interest income                                             39,178                (362)              6,894                (362)
    (Loss) gain on sale of fixed assets                         (14,465)             23,650                (323)              3,994
                                                           ------------        ------------        ------------        ------------
                                                                 21,007              23,288               7,846               3,632
                                                           ------------        ------------        ------------        ------------

Earnings before provision for income taxes                       76,502             225,500              27,996              42,980
Income tax provision                                                  -                   -                   -                   -
                                                           ------------        ------------        ------------        ------------
Net earnings                                               $     76,502        $    225,500        $     27,996        $     42,980
                                                           ============        ============        ============        ============
Earnings per common share -
   basic                                                   $       0.01        $       0.02        $       0.00        $       0.01
                                                           ============        ============        ============        ============
Earnings per common share -
   diluted                                                 $       0.01        $       0.02        $       0.00        $       0.01
                                                           ============        ============        ============        ============

Weighted average number of common

  shares outstanding - basic                                 15,654,914          15,053,000          16,302,178          15,053,000
                                                           ============        ============        ============        ============
Weighted average number of common

  shares outstanding - diluted                               16,654,914          15,053,000          17,302,178          15,053,000
                                                           ============        ============        ============        ============
</TABLE>

See Notes to Unaudited Consolidated Financial Statements

                                       3
<PAGE>

                  EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                           For the Nine Months
                                                                                                                  Ended
                                                                                                              September 30,
                                                                                                           2008            2007
                                                                                                           ----            ----
<S>                                                                                                  <C>                  <C>
Cash flows from operating activities:

Net earnings                                                                                         $    76,502          $ 225,500
Adjustments to reconcile net earnings to net cash
  provided by operating activities:

     Depreciation                                                                                         69,757            93,526

     Gain on disposition of fixed assets                                                                 (14,465)              362

Deferred income taxes                                                                                          -              (617)
Changes in operating assets and liabilities:

    (Increase) decrease in trade receivables                                                              37,906           (16,802)

    Decrease in inventories                                                                                   44            (6,453)
    (Increase) decrease in employee receivables and other

        current assets                                                                                  (121,965)          (83,406)
     Increase (decrease) in accounts payable,

       accrued liabilities and income taxes payable                                                      168,899            69,284
                                                                                                     -----------          --------


     Net Cash Provided by Operating Activities Activities                                                216,678           281,394
                                                                                                     -----------          --------
Cash flows from investing activities:

    Purchase of property, plant and equipment                                                            (28,252)          (81,659)

    Proceeds from sale of fixed assets                                                                         -             2,622

    Proceeds from sale of marketable securities                                                           (8,166)           78,757

    Proceeds from other investing activities                                                            (253,790)                -

    Proceeds from sale of land                                                                               419                 -
                                                                                                     -----------          --------

   Net Cash Provided by (used In) Investing Activities                                                  (289,789)             (280)
                                                                                                     -----------          --------
Cash flows from financing activities:

   Repayment of debt - related parties                                                                   (84,902)                -

   Proceeds from sale of common stock                                                                  5,000,000                 -

   Proceeds from loans - related parties                                                                   1,607           323,938
   Cash received upon acquisition                                                                         11,662

   Dividends paid                                                                                              -          (525,305)
                                                                                                     -----------          --------
   Net Cash Used In Financing Activities                                                               4,928,367          (201,367)
                                                                                                     -----------          --------
Effect of exchange rate changes on cash                                                                  (14,492)          (16,483)
                                                                                                     -----------          --------
Net Increase in cash                                                                                   4,840,764            63,264
</TABLE>

See Notes to Unaudited Consolidated Financial Statements

                                       4
<PAGE>

                  EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                        For the Six Months Ended
                                                                                                              September 30,
                                                                                                    2008                     2007
                                                                                                    ----                     ----

<S>                                                                                               <C>                       <C>
Cash - Beginning of period                                                                           179,813                 201,763
                                                                                                  ----------                --------
Cash - End of period                                                                              $5,020,577                $265,027
                                                                                                  ==========                ========

Supplemental disclosure cash flow information:


Cash paid for interest                                                                            $       -                 $     -
                                                                                                  ==========                ========

Cash paid for income taxes                                                                        $       -                 $     -
                                                                                                  ==========                ========
</TABLE>

See Notes to Unaudited Consolidated Financial Statements

                                       5
<PAGE>

                  EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheet as of September 30, 2008 and the consolidated
statements of operations, stockholders' equity and cash flows for the periods
presented herein have been prepared by Emerging Media Holdings, Inc. (the
"Company" or "EMH") and are unaudited. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary to
present fairly the financial position, results of operations, changes in
stockholders' equity and cash flows for all periods presented has been made. The
information for the consolidated balance sheet as of December 31, 2007 was
derived from audited financial statements.


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

EMH was incorporated in the State of Nevada on September 3, 2003. The Company
directs its operations through its subsidiaries, Media Alianta S.R.L. ("Media
Alianta"), formerly Cabavarum S.R.L., Analytic Media Group, S.A. ("AMG"), Media
Top Prim S.R.L (LLC) ("Media Top Prim") and AlKasar Media Services Ltd. All the
subsidiaries' operations and assets are located in the Republic of Moldova.
Through its subsidiaries, the Company's primary activities are in radio and
television broadcasting. The Company was granted a broadcasting license in 2005
which extends through 2011. The Company earns its revenue primarily through
advertisement sales.

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

In July 2006, EMH entered into a share exchange agreement with Cabavarum S.R.L.
("Cabavarum"), a Moldavia company, with primary activities in radio and
television broadcasting. In connection with the share exchange, the Company
acquired the assets and assumed the liabilities of Cabavarum. For accounting
purposes, the share exchange has been treated as a recapitalization of
Cabavarum.

As provided for in the share exchange agreement, the stockholders of Cabavarum
received 5,251,000 shares of newly issued EMH common stock in exchange for the
outstanding shares of Cabavarum they held, which was accounted for as a
recapitalization. The financial statements prior to July 2006, are those of
Cabavarum and reflect the asset and liabilities of Cabavarum and AMG at
historical carrying amounts. In addition, certain shareholders of EMH
transferred 6,726,400 shares to associates of Cabavarum. The associates provided
consulting services to the shareholders of Cabavarum in connection with the
merger with EMH, marketing activities, relations within the Russian media
market, computer programming and acquisitions.


Immediately following the share exchange, EMH had a total of 15,053,000 common
shares issued and outstanding, of which the shareholders and associates of
Cabavarum controlled 80% of the outstanding common stock.

The financial statements of EMH have been revised to retroactively reflect the
share exchange.

                                       6
<PAGE>

In addition, the resignation of the former officer and directors of EMH took
effect upon the close of the share acquisition exchange. The Cabavarum Board of
Directors became the Board of Directors of EMH.

In April 2007, Cabavarum changed its name to Media Alianta.


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


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

The consolidated financial statements of the Company include the Company and its
wholly-owned and majority-owned subsidiaries. All material intercompany balances
and transactions have been eliminated. For those consolidated subsidiaries in
which the Company's ownership is less than 100 percent (100%), the outside
stockholders' interests are shown as minority interests. The minority ownership
of the Company's earnings or loss is classified as "Minority Interest in
Earnsing or Loss of Consolidated Subsidiaries" in the consolidated statement of
operations.

Economic and Political Risks
----------------------------

The Company faces a number of risks and challenges since its operations are in
the Republic of Moldova and its primary market is in Moldova. The financial
statements have been prepared assuming the Company will continue as a going
concern. 100% of the consolidated assets are located in Moldova and
approximately 99% of the consolidated revenue is earned in Moldova.

Cash Equivalents
----------------

Cash equivalents include short-term investments in money market funds with an
original maturity of three months or less when purchased. At September 30, 2008
and December 31, 2007, cash equivalents approximated $4.6 million and -0-,
respectively.

Marketable Securities
---------------------

The Company classifies its equity securities as "held-to-maturity", and
accordingly, are carried at cost, which approximates market value. Realized
gains or losses from the sale of marketable securities are based on the specific
identification method.

Inventories
-----------

Inventories are stated at the lower of cost or market on average cost basis, and
includes petrol and cosmetic products.

Employee Receivables
--------------------

The Company advances loans to certain employees. The loans are repaid within
twelve months and are interest free. Receivables from employees at September 30,

                                       7
<PAGE>

2008 and December 31, 2007, amounted to $100,602 and $102,156, respectively, and
are included in employee receivables and other current assets on the Company's
consolidated balance sheet.

Depreciation
------------

Property, plant and equipment are carried at cost less accumulated depreciation.
The cost of repairs and maintenance is expensed as incurred; major replacements
and improvements are capitalized. When assets are retired or disposed of, the
cost and accumulated depreciation are removed from the accounts, and any
resulting gains or losses are included in income in the year of disposition.

Depreciation is provided using the straight-line method over the estimated
useful lives of the assets. The lives applied are as follows:

Office equipment                     3-5 Years
Vehicles                               7 Years
Manufacturing equipment             5-10 Years

Foreign Currency Translation
----------------------------

The functional currency for foreign operations is the Moldova lei ("MDL$").
Assets and liabilities of foreign operations are translated at exchange rates as
of the balance sheet date and income, expense and cash flow items are translated
at the average exchange rate for the applicable period. Translation adjustments
are recorded in Cumulative Other Comprehensive Income (Loss).

Conversion of assets and liabilities from MDL$ into US$ has been made at the
rate of exchange on September 30, 2008 and December 31, 2007: at US$1.00: MDL
10.358: and US$1.00: MDL 11.32.

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

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Revenue Recognition
-------------------

The Company recognizes revenue in accordance with the guidance contained in SEC
Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements",

Revenue from advertisement sales is recognized on a contract basis and is earned
over the life of the contract as the services for advertising are performed.

The Company provides allowances for expected doubtful accounts based upon
historical bad debt experience and periodic evaluations of specific customer
accounts.

                                       8
<PAGE>

Goodwill
--------

The Company will test goodwill for impairment annually during the fourth
quarter, using a fair value approach at the reporting unit level. A reporting
unit is an operating segment or one level below an operating segment for which
discreet financial information is available and reviewed by management. Assets
and liabilities of the Company have been assigned to the reporting units to the
extent that they are employed in or are considered a liability related to the
operations of the reporting unit and were considered in determining the fair
value of the reporting unit.

Evaluation of Long-lived Assets
-------------------------------

The Company reviews property and equipment for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable in
accordance with guidance in SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". If the carrying value of the long-lived assets
exceeds the present value of the related estimated future cash flows, the asset
would be adjusted to its fair value and an impairment loss would be charged to
operations in the period identified.

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

Taxes are calculated in accordance with taxation principles currently effective
in the Republic of Moldova and the Untied States of America.

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

For that portion of foreign earnings that have not been repatriated, an income
tax provision has not been recorded for U.S. federal income taxes on
undistributed earnings of foreign subsidiarires as such earnings are intended to
be permanently reinvested in these operations. Such earnings would become
taxable upon the sale or liquidation of these foreign subsidiaries or upon
repatriation of earnings.

Effective January 1, 2007, uncertain tax positions are accounted for in
accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes". See Note 7 for further discussion.

Concentration of Credit Risk
----------------------------

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and accounts receivable.

The Company's cash and cash equivalents are concentrated primarily in four banks
in Moldova. At times, such deposits could be in excess of insured limits.
Management believes that the financial institutions that hold the Company's
financial instruments are financially sound and, accordingly, minimal credit
risk is believed to exist with respect to these financial instruments.

                                       9
<PAGE>

Receivables are reviewed daily and credit is given after the review of the
Company's credit policies. Exposure to losses on receivables is principally
dependent on each customer's financial condition.

Retransmission Rights
---------------------

The Company enters into agreements for the right to retransmit programs from
other television networks. The terms of the agreements are on an annual basis
and the costs are expensed over the life of the agreements.

Earnings Per Share
------------------

Basic earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted
earnings per common share are computed by dividing net earnings by the weighted
average number of common shares and potential common shares outstanding during
the period. Potential common shares used in computing diluted earnings per share
relate to preferred stock which if exercised would have a dilative effect on
earnings per share. For the nine and three months ended September 30, 2008,
there were 1,000,000 potential common shares outstanding. For the nine and three
months ended September 30, 2007, there were no potential common shares
outstanding.

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

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. This Statement is effective sixty days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The Company is currently evaluating the
potential impact, if any, of the adoption of SFAS No. 162 on its financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of FASB Statement No. 133
("SFAS No. 161"). The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. The Company does not believe that SFAS No.
161 will have a material impact on its financial statements.


In February 2008, the FASB issued FASB Staff Position SFAS 157-1, "Application
of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting
Pronouncements that Address Leasing Transactions" ("FSP SFAS 157-1") and FASB
Staff Position SFAS 157-2, "Effective Date of SFAS No. 157" ("FSP SFAS 157-2").
FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting
pronouncements that address leasing transactions from the requirements of SFAS
No. 157, with the exception of fair value measurements of assets and liabilities
recorded as a result of a lease transaction but measured pursuant to other

                                       10
<PAGE>

pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the
effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). FSP SFAS 157-1
and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No.
157 on January 1, 2008. The Company will provide the additional disclosures
required relating to the fair value measurement of nonfinancial assets and
nonfinancial liabilities when it fully implements SFAS No. 157 on January 1,
2009, as required, and does not believe they will have a significant impact on
its financial statements.

 2. ACQUISITION

On May 2, 2008, the Company acquired the common stock of Media Top Prim S.R.L.
(LLC) ("Media Top Prim"), located in Moldova, and agreed to issue 1,000,000
shares of the Company's preferred stock, of a class and series to be authorized,
valued at $4.0 million. The preferred shares would be convertible into common
shares on a 1:1 basis after a holding period of one year on the condition the
Company's stock price will not be less than $4 per share. Media Top Prim's
primary activities are in radio and television broadcasting. Media Top Prim
earns its revenues primarily through advertisement sales. Media Top Prim was
granted a broadcasting license on April 24, 2007 which extends to April 24,
2013. The purchase price will be allocated to both tangible and intangible
assets and liabilities based on estimated fair values after considering an
independent formal appraisal. As of September 30, 2008, the Company has
allocated the purchase price to goodwill.

The acquisition has been accounted for using the purchase method of accounting,
and accordingly, the results of operations of Media Top Prim will be included in
the Company's consolidated financial statements from May 2, 2008.

The following unaudited proforma summary results of operations assume Media Top
Prim had been acquired as of January 1, 2007:

                                          Nine Months Ended
                                            September 30,'
                                        2008            2007
                                        ----            ----
           Net sales                 $1,509,114        $923,372
           Net earnings                  88,220          21,862
           Earnings per share -
            diluted                       $0.01           $0.00


The information above is not necessarily indicative of the results of operations
that would have occurred if the acquisition had been consummated as of January
1, 2007. Such information should not be construed as a representation of the
future results of operations of the Company.

3. JOINT VENTURE

In August 2008, the Company announced the creation of a new advertising company,
Alkasar Media Services Ltd. The Company and Alkasar Region LLC have agreed to
become partners to promote new advertising technologies in Republic of Moldova
in the media buying business.

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

                                       11
<PAGE>

4. GOODWILL AND INTANGIBLES

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

Other intangibles include license agreements, customer lists and retransmission
agreements. Amounts assigned to these intangibles will be determined by
management. Management will consider a number of factors in determining the
allocations, including valuations and independent appraisals.

5. MARKETABLE SECURITIES

At September 30, 2008 and December 31, 2007, marketable securities have a cost
and estimated fair value of $250,000. The market value of the marketable
securities did not change as the securities were fixed yield bonds with a fixed
price and fixed interest rate. The investments are held-to-maturity and are
recorded at cost, which approximates market value. The bonds mature in April
2009.

6. INVENTORIES

 Inventories are summarized as follows:

                                    September 30,       December 31,
                                        2008               2007
                                        ----               ----
              Raw materials           $  5,053           $  5,781
              Small tools                5,445              4,761
                                      --------           --------
                                      $ 10,498           $ 10,542
                                      ========           ========


7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

                                               2008                2007
                                               ----                ----
     Land                                    $       -         $   5,487
     Machinery and equipment                   777,125           666,893
     Construction in progress and other         30,572            36,282
                                             ---------         ---------
                                               807,697           708,662
       Less accumulated depreciation          (662,132)         (540,949)
                                             ---------         ---------
                                             $ 145,565         $ 167,713
                                             =========         =========


Depreciation expense for the nine months ended September 30, 2008 and 2007
totalled $69,757 and $93,526, respectively.

                                       12
<PAGE>

8. NOTES PAYABLE - RELATED PARTIES

     a)   In September 2007, a related party advanced $366,449 to the Company.
          The note is due upon demand with interest at 10% per annum. The
          Company has paid the related party $348,368. As of September 30, 2008
          and December 31, 2007, the amount due the related party was $18,876
          and $74,765, respectively. For the nine months ended September 30,
          2008, interest amounted to $3,331.

     b)   In November 2007, the Company received an advance of $5,000 from a
          company in which a related party has an equity interest. Interest is
          10% per annum and for the nine months ended September 30, 2008,
          interest amounted to $375.

     c)   During 2007, a related party advanced $44,155 to the Company's Media
          Top Prim subsidiary. The note is due upon demand with interest at 10%
          per annum. Media Top Prim repaid the loan during the nine months ended
          September 30, 2008.

     d)   During 2008, a related party advanced $ 38,703 to the Company's Media
          Top Prim subsidiary. The note is due upon demand.


9. INCOME TAXES

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of
the implementation of FIN 48, the Company recognized no adjustment in the net
liability for unrecognized income tax benefits.

The nominal statutory corporate rate in the Republic of Moldova is 0% for 2008
and 15% for 2007. Taxes are calculated in accordance with Moldovan regulations
and are paid annually. Taxes are calculated on a separate entity basis since
consolidation for tax purposes is not permitted in Moldova. No taxes were
calculated for the nine months ended September 30, 2007 as the tax laws enacted
in November 2007 changing the tax rate from 0% to 15% for 2007.

The Company files income tax returns in all jurisdictions in which it has reason
to believe it is subject to tax. The Company is subject to examination by
various taxing jurisdictions. To date, none of these examinations has resulted
in any material additional tax. The Company has never been examined by U.S.
jurisdictions. Nonetheless, any tax jurisdiction may contend that a filing
position claimed by the Company regarding one or more of its transactions is
contrary to that jurisdictions laws or regulations. Significant judgement is
required in determining the worldwide provisions for income taxes. In the
ordinary course of business of a global business, the ultimate tax outcome is
uncertain for many transactions. It is our policy to establish provisions for
taxes that may become payable in future years as a result of an examination by
tax authorities. We establish the provisions based upon management's assessment
of exposure associated with permanent tax differences and tax credits applied to
temporary difference adjustments. The tax provisions are analyzed periodically
(at least quarterly) and adjustments are made as events occur that warrant
adjustments to those provisions.

The Company has a U.S. net operating loss carryforward of approximately $57,000.
The net operating loss carryforward expires during 2024.

                                       13
<PAGE>

10. STOCKHOLDERS' EQUITY

Common Stock
------------

The Company is authorized to issue 100,000,000 shares of $.001 par value common
stock. As of September 30, 2008 and December 31, 2007 there were 16,303,000 and
15,053,000 common shares outstanding, respectively.

On May 2, 2008, the Company entered into a subscription agreement with a private
investor for an equity investment of $5,000,000 in the Company through the
purchase by the investor of 1,250,000 shares of the Company's common stock. The
net proceeds of the private placement will be primarily used to fund the
Company's operations.

Preferred Stock
---------------

In connection with the acquisition of Media Top prim 1,000,000 shares of
preferred stock, of a class and series to be authorized, are designated for
issuance. The preferred shares would convertible into common shares on a 1:1
basis on the condition the Company's stock price will not be less than $4 per
share.

Treasury Stock
--------------

On September 22, 2008, the Board of Directors authorized the Company to purchase
shares of the Company's common stock in the open market. As of September 30,
2008, the Company repurchased 9,800 shares in the amount of $8,166. No shares
have been repurchased subsequent to September 30, 2008.

11. COMMITMENTS AND CONTINGENCIES

         a) The Company entered into a retransmission rights agreement with
         Russian Broadcasting Channels JSC "NTV" and JSC "NTV-Mir" owned by
         Gazprom Media, a wholly-owned subsidiary of the GazProm Corporation, to
         retransmit programs from these television networks. The contract is on
         a long term basis through 2010 and the Company will pay $229,333 per
         year. For the nine months ended September 30, 2008 and 2007, the
         Company expensed $172,000 and $172,000, respectively.

         b) The Company entered into a retransmission rights agreement with
         Russian Broadcasting Channel JSC "TNT-Teleset" owned by Gazprom Media,
         a wholly-owned subsidiary of GazProm Corporation, to retransmit
         programs from this television network. The contract is on a long term
         basis through 2012 and the Company will pay $142,400 per year. For the
         nine months ended September 30, 2008 and 2007, the Company expensed
         $106,800 and $106,800, respectively.

         c) On June 17, 2008, the Company entered into an agreement to acquire
         Way Media, LTD ("Way Media"), a Romanian company. Way Media is one of
         the top five Romanian outdoor advertising companies with a developed
         network in more than 22 cities. Way Media offers the planning and
         production of high quality outdoor advertising strategies, as well as
         installation and maintenance throughout the country of Romania.

                                       14
<PAGE>

         The Company paid a deposit against the purchase price of approximately
         $254,000 which is included in other assets on the Company's balance
         sheet at September 30, 2008. The acquisition is subject to due
         diligence by the Company and is expected to close during December 2008.


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

General

Organization

Emerging Media Holdings, Inc was incorporated in the State of Nevada on
September 3, 2003. The Company directs its operations through its subsidiaries,
Media Alianta (formerly Cabavarum S.R.L) and Analytic Media Group, S.A. ("AMG").
Both subsidiaries' operations and assets are located in the Republic of Moldova.
Through its subsidiaries, the Company's primary activities are in radio and
television broadcasting. The Company earns its revenue primarily through
advertisement sales.

Basis of Presentation

In July 2006, EMH entered into a share exchange agreement with Media Alianta
(Cabavarum S.R.L. before), a Moldova company, with primary activities in radio
and television broadcasting. In connection with the share exchange, the Company
acquired the assets and assumed the liabilities of Cabavarum. For accounting
purposes, the share exchange has been treated as a recapitalization of
Cabavarum.

As provided for in the share exchange agreement, the stockholders of Cabavarum
received 5,251,000 shares of newly issued EMH common stock in exchange for the
outstanding shares of Cabavarum they held, which was accounted for as a
recapitalization. The financial statements prior to July 2006, are those of
Cabavarum and reflect the assets and liabilities of Cabavarum and AMG at
historical carrying amounts. In addition, certain shareholders of EMH
transferred 6,726,400 shares to associates of Cabavarum. The associates provided
consulting services to the shareholders of Cabavarum in connection with the
merger with EMH, marketing activities, relations within the Russian media
market, computer programming and acquisitions.

Immediately following the share exchange, EMH had a total of 15,053,000 common
shares issued and outstanding, of which the shareholders and associates of
Cabavarum controlled 80% of the outstanding common stock.

The financial statements of EMH have been revised to retroactively reflect the
share exchange.

In addition, the resignation of the former officer and directors of EMH took
effect upon the close of the share acquisition exchange. The Cabavarum Board of
Directors became the Board of Directors of EMH and Chiril Luchinsky became
president and Chief Executive Officer. Chiril Luchinsky has resigned in favour
of Iurie Bordian on October 14, 2006.

                                       15
<PAGE>

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 1 of Notes
to the Consolidated Financial Statements. However, certain accounting policies
and estimates are particularly important to the understanding of the our
financial position and results of operations and require the application of
significant judgment by our management or can be materially affected by changes
from period to period in economic factors or conditions that are outside the
control of management. As a result they are subject to an inherent degree of
uncertainty. In applying these policies, our management uses their judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. Those estimates are based on our historical operations, our future
business plans and projected financial results, the terms of existing contracts,
our observance of trends in the industry, information provided by our customers
and information available from other outside sources, as appropriate.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.


Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses from
the inability of its customers to make required payments. The Company determines
its reserves by both specific identification of customer accounts where
appropriate and the application of historical loss experience to non-specific
accounts. If the financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances could possibly be required.

Revenue Recognition

The Company recognizes revenue in accordance with the guidance in SEC Staff
Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements".
Revenue from advertisement sales is recognized on a contract basis and is earned
over the life of the contract as the services for advertising are performed.

Income Taxes

Income taxes are accounted for under Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes". In accordance with SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, as measured by enacted tax rates that are expected to be in effect in the
periods when the deferred tax assets and liabilities are expected to be settled
or realized. Significant judgment is required in determining the worldwide
provisions for income taxes. In the ordinary course of a global business, the
ultimate tax outcome is uncertain for many transactions. It is the Company's
policy to establish provisions for taxes that may become payable in future years
as a result of an examination by tax authorities. The Company establishes the
provisions based upon management's assessment of exposure associated with
permanent tax differences and tax credits applied to temporary difference
adjustments. The tax provisions are analyzed periodically (at least quarterly)
and adjustments are made as events occur that warrant adjustments to those
provisions.

                                       16
<PAGE>

Foreign currency accounting.
----------------------------

The financial position and results of operations of our foreign subsidiaries in
the Republic of Moldova are measured using the foreign subsidiaries' local
currency, the Moldovan lei, as the functional currency since that is the
currency of the primary environment in which those companies generate their
revenues and expenses. Revenues and expenses of such subsidiaries are translated
into U.S. dollars at average exchange rates prevailing during the period. Assets
and liabilities are translated at the rates of exchange on the balance sheet
date. The resulting translation gain and loss adjustments are recorded directly
as a separate component of shareholders' equity. The amount of future
translation gains or losses will be affected by any changes in the exchange rate
between the lei and the U.S. dollar.

Although our Moldovan subsidiaries incur most of their expenses in the lei, many
of their sales are to customers outside of Moldova and are therefore denominated
in currencies other than the lei (principally the U.S. dollar). Additionally,
our Moldova subsidiaries have certain bank loans that are denominated in U.S.
dollars, and make certain purchases that are denominated in U.S. dollars. As
required by SFAS No. 52, "Foreign Currency Translation", at the time of such a
U.S dollar denominated transaction the subsidiary records the revenue and
related receivable, or the bank debt or other liability, in lei on the basis of
the exchange rate in effect on the date of the transaction. However, if the
exchange rate between the lei and the currency in which the transaction is
denominated changes between the date of the original transaction and the date
the resulting receivable is collected or liability is paid, the amount received
or paid, when converted to lei, will be different than the receivable or
liability originally recorded, resulting in a foreign currency transaction gain
or loss which is recorded in the results of operations. Additionally, at the end
of each reporting period the lei amounts for the receivables, bank debts and
accounts payable of our Moldova subsidiaries that are denominated in U.S.
dollars are adjusted to reflect the amount in lei expected to be received or
paid when the receivable is collected or the liability settled on the basis of
the exchange rate at the end of the period. These adjustments also produce
foreign currency transaction gains or losses which are recorded in the results
of operations.

As a result, in periods in which the value of the lei increases against the
value of the U.S. dollar, we will recognize a net foreign currency transaction
gain if our Moldova subsidiaries have U.S. dollar denominated liabilities that
exceed their U.S. dollar denominated receivables, or we will incur a net foreign
currency transaction loss if our Moldova subsidiaries have U.S. dollar
denominated receivables that exceed their U.S. dollar denominated liabilities.
Conversely, in periods in which the value of the lei declines against the value
of the U.S. dollar, we will incur a net foreign currency transaction loss if our
Moldova subsidiaries have U.S. dollar denominated liabilities that exceed their
U.S. dollar denominated receivables, or we will recognize a net foreign currency
transaction gain if our Moldova subsidiaries have U.S. dollar denominated
receivables that exceed their U.S. dollar denominated liabilities.

The amount of these gains or losses will depend on the amount, if any, by which
the U.S. dollar denominated receivables of our Moldova subsidiaries exceed their
U.S. dollar denominated liabilities, or vice versa, and the amount, if any, by
which the value of the lei changes against the value of the U.S. dollar. We
cannot predict the amount, if any, by which the lei will increase or decrease in
value against the U.S. dollar. Additionally, the amount of the U.S. dollar
denominated receivables and liabilities of our Moldova subsidiaries will vary
from period to period.

                                       17
<PAGE>

Results of Operations

The year 2007 was a period of continuous growth in the market share of our
channel TV7. During this period the TV channel focused on increasing its
audience. As a result of our successful efforts, according to AGB data Analysis,
TV7 channel has maintained is the second most viewed channel in the capital of
Moldova, Chisinau. In the year 2008, based on the TV viewers' data and
assessment of professional TV market observers, channel TV7 is expected to have
at least 20% of the commercial market share in Moldova.

Nine Months ended September 30, 2008 compared to the Nine Months ended September
30, 2007.

     REVENUES. Revenues for the nine-month period ended September 30, 2008,
increased by $685,648 or 95% to $1,407,114 as compared to $721,466 during the
comparable period of 2007. Overall growth was a result of the acquisition of the
Media Top Prim group of companies.

     COST OF SALES. Cost of sales increased by $535,071 or 168% to $852,794 for
the period ending September 30, 2008, from $ 317,723 for the comparable period
in 2007. This increase was primarily due to increased sales for the Company and
increased costs of new subsidiaries in connection with the internal
reorganization of the Company.

     SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
increased by $289,360 or 175% to $454,449 for the nine-month period ending
September 30, 2008 from $164,889 for the comparable period in 2007. This
increase was primarily due to the increase in payroll expenses and marketing
expenses for the newly acquired TV channel.

     OTHER ITEMS. Other income decreased by $2,281, or 9.8%, comparing $21,007
for the nine-month period ended September 30, 2008 to $23,288 for the
comparable period in 2007, primarily due to a decrease in interest income and a
decrease in the loss on sale of fixed assets.

     INCOME TAXES. Income taxes were not calculated for the periods ended
September 30, 2008 and September 30, 2007 as the Moldovan tax rate was 0% for
the two periods.

     Three Months ended September 30, 2008 Compared to the Three Months ended
September 30, 2007.

     REVENUES. Revenues for the three-month period ended September 30, 2008,
increased by $567,079 or 291% to $761,725 as compared to $194,646 during the
comparable period of 2007. Overall growth was a result of the acquisition of
Media Top Prim group of companies in May 2008.

     COST OF SALES. Cost of sales in the three months ended September 30, 2008
increased by $374,818 or 359% to $479,258 as compared to $104,440 for the
comparable period in 2007. This increase was primarily due to increased sales
for the Company and increased costs of new subsidiaries in connection with the
internal reorganization inside of the Company.

     SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
increased by $206,974 or 480% to $250,088 for the three-month period ending
September 30, 2008 from $43,114 for the comparable period in 2007. This increase
was primarily due to the increase in payroll expenses and marketing expenses for
the newly acquired TV channel.

                                       18
<PAGE>

     OTHER ITEMS. Other income increased by $4,214 or 116% in the three-month
period ending September 30, 2008, comparing to $3,632 for the comparable period
in 2007, primarily due to a loss on the sale of fixed assets and an increase in
interest income.

     INCOME TAXES. Income taxes were not calculated for the periods ended
September 30, 2008 and September 30, 2007 as the Moldovan tax rate was 0% for
the two periods.


LIQUIDITY AND CAPITAL RESOURCES

During 2008, the Company's revenues have begun to increase to approach levels
that are comparable to 2005 levels. The Company's main strategic goal is to
expand the business in neighboring East European countries, primarily Romania,
Ukraine and Russia.

The Company can grow using its internally-generated funds, and it is anticipated
that the current projections can be achieved without any external capital
infusion. However, since Moldovan as well as Ukrainian and Romanian Television
markets are still in their development stages with the overall growth rate well
above comparable growth rates in the "matured" markets, there are
small/medium-sized companies that are severely undercapitalized, and thus
operate with a high degree of inefficiency. With the additional capital, the
Company can implement two core strategies:

-    Increase shareholders' value by capitalizing on private-to-public arbitrage
     opportunities and purchasing "revenues" via acquisitions of private
     undercapitalized businesses and applying economies of scale.

-    Increase Shareholders' value by growing the Company's core business
     internally by investing in its own equipment and production, thus
     increasing production capacity and competitiveness.

     We believe that both strategies could significantly accelerate the
Company's internal growth, while improving its operating cash flow. We intend to
purchase operating businesses by spending on average $1 of capital for $1 of
revenues of acquired operating business, thus, in effect purchasing operating
business (after the application of the economies of scale arbitrage) at an
approximate P/E ratio of 4. There is no assurance that we will be able
successfully to make any such acquisition or acquisitions.

A portion of the existing long-term and short-term investments will be used to
fund operations over the next six months. The balance of any excess cash
balances will be reinvested on a short-term basis. The market value of long-term
investments did not change as the investments were fixed yield bonds with a
fixed price and fixed interest rate. There is no secondary market for the fixed
yield bonds in the Republic of Moldova, thus the face value of the investments
must match the market value at all times.

The Company plans to acquire equipment to produce the broadcast programs (for
studios, for breaking news mobile systems, etc); as such, this acquisition and
the uplink services might present significant impact on our liquidity and
capital resources of the company. The Company believes the cash flows from
operations will be sufficient to fund the purchases of this equipment.

                                       19
<PAGE>

On May 2, 2008, the Company acquired the common stock of "TNT-Bravo" channel
(Media Top Prim S.R.L.), the exclusive operator in Moldova of Russian channel
TNT programs owned by Gazprom Media, a wholly-owned subsidiary of the GazProm
Corporation. The acquisition was agreed to be made in the Company's preferred
stock, of a class and series to be authorized, valued at $4.0 million. The
preferred shares issuable would convertible into common shares on a 1:1 basis
after a holding period of one year on the condition the Company's stock price
was not be less than $4 per share. The acquisition has been accounted for using
the purchase method of accounting, and accordingly, the results of operations of
Media Top Prim S.R.L. will be included in the Company's consolidated financial
statements from May 2, 2008.

     On May 2, 2008, the Company entered into a subscription agreement with a
private investor for an equity investment of $5,000,000 in the Company through
the purchase by the investor of 1,250,000 shares of the Company's common stock.
The net proceeds of the private placement will be primarily used to fund the
Company's operations.

     During the first nine months of 2008, the Company has funded its capital
requirements primarily through investing activities. As of September 30, 2008
the Company had a cash balance of $5,020,577. This compares with a cash balance
of $179,813 at December 31, 2007. The Company expects cash flow from operations
to fund the Company's operating activities for the next twelve months. The
proceeds of $5 million from our recent private placement will enable the Company
to expand its present activities.


Off Balance Sheet Arrangements

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

Inflation

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

New Financial Accounting Standards

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. This Statement is effective sixty days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The Company is currently evaluating the
potential impact, if any, of the adoption of SFAS No. 162 on its financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of FASB Statement No. 133
("SFAS No. 161"). The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced

                                       20
<PAGE>

disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. The Company does not believe that SFAS No.
161 will have a material impact on its financial statements.

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, "Application
of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting
Pronouncements that Address Leasing Transactions" ("FSP SFAS 157-1") and FASB
Staff Position SFAS 157-2, "Effective Date of SFAS No. 157" ("FSP SFAS 157-2").
FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting
pronouncements that address leasing transactions from the requirements of SFAS
No. 157, with the exception of fair value measurements of assets and liabilities
recorded as a result of a lease transaction but measured pursuant to other
pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the
effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). FSP SFAS 157-1
and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No.
157 on January 1, 2008. The Company will provide the additional disclosures
required relating to the fair value measurement of nonfinancial assets and
nonfinancial liabilities when it fully implements SFAS No. 157 on January 1,
2009, as required, and does not believe they will have a significant impact on
its financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Foreign Currency Risk - The financial position and results of operations of
our foreign subsidiaries in the Republic of Moldova are measured using the
foreign subsidiaries' local currency, the Moldovan lei, as the functional
currency since that is the currency of the primary environment in which those
companies generate their revenues and expenses. Revenues and expenses of such
subsidiaries are translated into U.S. dollars at average exchange rates
prevailing during the period. Assets and liabilities are translated at the rates
of exchange on the balance sheet date. The amount of future translation gains or
losses will be affected by any changes in the exchange rate between the lei and
the U.S. dollar. At the end of each reporting period the lei amounts for the
receivables, bank debts and accounts payable of our Moldova subsidiaries that
are denominated in U.S. dollars are adjusted to reflect the amount in lei
expected to be received or paid when the receivable is collected or the
liability settled on the basis of the exchange rate at the end of the period.
These adjustments also produce foreign currency transaction gains or losses
which are recorded in the results of operations.

As a result, in periods in which the value of the lei increases against the
value of the U.S. dollar, we will recognize a net foreign currency transaction
gain if our Moldova subsidiaries have U.S. dollar denominated liabilities that
exceed their U.S. dollar denominated receivables, or we will incur a net foreign
currency transaction loss if our Moldova subsidiaries have U.S. dollar
denominated receivables that exceed their U.S. dollar denominated liabilities.
Conversely, in periods in which the value of the lei declines against the value
of the U.S. dollar, we will incur a net foreign currency transaction loss if our
Moldova subsidiaries have U.S. dollar denominated liabilities that exceed their
U.S. dollar denominated receivables, or we will recognize a net foreign currency
transaction gain if our Moldova subsidiaries have U.S. dollar denominated
receivables that exceed their U.S. dollar denominated liabilities.

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


ITEM 4T. CONTROLS AND PROCEDURES

As of September 30, 2008, the end of the period covered by this quarterly
report, the Chief Executive and Chief Financial Officer of the Company (the
"Certifying Officer") conducted an evaluation of the Company's disclosure
controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term
"disclosure controls and procedures" means controls and other procedures of an
issuer that are designed to ensure that information required to be disclosed by
the issuer in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified

                                       21
<PAGE>

in the Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer's
management, including the Certifying Officer, to allow timely decisions
regarding required disclosure. Based on this evaluation, the Certifying Officer
has concluded that the Company's disclosure controls and procedures were
effective to ensure that material information is recorded, processed, summarized
and reported by management of the Company on a timely basis in order to comply
with the Company's disclosure obligations under the Exchange Act, and the rules
and regulations promulgated there under.

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



                                     PART II

                                Other Information

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form
10-Q, you should carefully consider the risk factors discussed in our Annual
Report on Form 10-K for the year ended December 31, 2007, filed with the
Securities and Exchange Commission on March 31, 2008, which could materially
affect our business, financial condition and/or operating results. There are
material risks in addition to the risk factors previously disclosed such Annual
Report, which additional risk factors are relevant to and should be considered
in connection with an evaluation of our telecommunications businesses. These
additional risks are as follows.


Recent Constraints on the Availability of Credit in the Worldwide Banking System
may Affect our Results of Operations.

We are engaged in radio and television broadcasting in the Republic of Moldova.
Recent constraints on the availability of credit in the worldwide banking system
could adversely affect the radio and television advertising budgets of our
customers and have a consequent adverse effect on our results of operations. As
a result, we would face risks of:

     o    possible reduction of our customers' advertising budgets since, in
          addition to our local customers, many of our customers are part of a
          company with worldwide operations;

     o    currency fluctuations resulting from economic conditions in the
          Republic of Moldova; and

     o    possible economic instability in our markets in the Republic of
          Moldova.

                                       22
<PAGE>

We Could Face Limitations on our Ability to Access the Capital Markets.

Although we have no plans at this time to access the capital markets to raise
funds through the sale of equity or debt securities, our ability to access the
capital markets would be subject to various factors, including general economic
and/or financial market conditions. The current conditions of the financial
markets have adversely affected the availability of credit and liquidity
resources and our access to capital markets would be more limited until
stability re-emerges in these markets.




Item 6. Exhibits




Exhibit No.                Description of Exhibit
-----------                ----------------------
31     Certification of Chief Executive Officer and Principal Financial Officer
       pursuant to Rule 13a-14(a)
32     Certification of Chief Executive Officer and Principal Financial Officer
       pursuant to 18 U.S.C.Section 1350






                                  EMERGING MEDIA HOLDINGS, INC

Date: November  14, 2008          By:  /s/ Iurie Bordian
                                       -----------------------------------------
                                       Iurie Bordian, Chief Executive Officer
                                       and Chief Financial Officer

                                       /s/ Oxana Boico
                                       -----------------------------------------

                                       Oxana Boico, Chief Accounting Officer



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