UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





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




For
      the
      quarterly period ended March 31, 2007





o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from _____________ to _____________





COMMISSION
      FILE NUMBER ** 000-52474





EUROMEDIA
      HOLDINGS CORP.


(Exact
      name of Registrant as specified in charter)





FLORIDA


(State
      or
      other jurisdiction of incorporation or organization)





20-4204678


(IRS
      Employer Identification Number)




Suite
      800, 1395 Brickell Avenue, Miami, FL 33131-3300


(Address
      of principal executive offices) (ZIP Code)





305-529-6220


(Registrant's
      telephone no., including area code)





Check
      whether the issuer (1) 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 o
      No x





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


Yes o
      No x





The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of July 31, 2007 was 32,525,600 shares.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x









**PART
      I** – **FINANCIAL
      INFORMATION**





**Item
      1.  Financial Statements**





**EuroMedia
        Holdings Corp.**
 (A
        Development Stage Enterprise)
 Balance
        Sheets
 December
                    31,
                
                March
                    31,2006
                
                2007ASSETS
                
                
                
                (Unaudited)Current
                    assetsCash
                    and cash equivalents
                
                $
                8,723
                
                $
                25,178Prepaid
                    expenses
                
                
                118,500
                
                
                99,150Total
                    current assets
                
                
                127,223
                
                
                124,328Property
                    and equipment, net
                
                
                1,249
                
                
                1,155Film
                    licenses, net of amortization
                
                
                140,829
                
                
                136,460Total
                    assets
                
                $
                269,301
                
                $
                261,943LIABILITIES
                    AND STOCKHOLDERS’ DEFICITCurrent
                    liabilitiesAccounts
                    payable
                
                $
                401,143
                
                $
                447,257Accrued
                    expenses
                
                
                606,092
                
                
                752,561Total
                    current liabilities
                
                
                1,007,235
                
                
                1,199,818Long-term
                    LiabilitiesNote
                    payable - Related Party
                
                
                288,391
                
                
                341,692Total
                    current liabilities
                
                
                288,391
                
                
                341,692Stockholders'
                    DeficitCommon
                    stock, $.001 par value, 100,000,000 shares authorized,32,320,000
                    and 32,372,000 shares issued and outstandingat
                    December 31, 2006 and March 31, 2007 (unaudited)
                
                
                32,320
                
                
                32,372Additional
                    paid-in capital
                
                
                664,623
                
                
                690,571Subscription
                    receivable
                
                
                (11,925
                )
                
                -Accumulated
                    deficit during thedevelopment
                    stage
                
                
                (1,711,343
                )
                
                (2,002,510
                )Total
                    stockholders’ deficit
                
                
                (1,026,325
                )
                
                (1,279,567
                )Total
                    liabilities and stockholders' deficit
                
                $
                269,301
                
                $
                261,943
 *The
        accompanying notes are an integral part of these financial
        statements.*
 
  2
 
 **EuroMedia
        Holdings Corp.**
 (A
        Development Stage Enterprise)
 Statements
        of Operations
  For
                    the PeriodOctober
                    22, 2003For
                    the Three Months Ended
                
                (date
                    of inception)March
                    31
                
                to2007
                
                2006
                
                March
                    31, 2007(Unaudited)
                
                (Unauditedd)Net
                    sales
                
                $
                6,344
                
                $
                -
                
                $
                19,369Cost
                    of goods sold
                
                
                -
                
                
                -
                
                
                -Gross
                    profit
                
                
                6,344
                
                
                -
                
                
                19,369Operating
                    expensesConsulting
                    services - officers
                
                
                112,500
                
                
                112,500
                
                
                562,500Consulting
                    services
                
                
                83,046
                
                
                61,965
                
                
                545,337Advertising
                    & promotions
                
                
                -
                
                
                18,330
                
                
                126,299Other
                    general and administrative
                
                
                51,497
                
                
                21,420
                
                
                476,433Video
                    distribution & delivery
                
                
                37,290
                
                
                7,625
                
                
                85,673Legal
                    and accounting
                
                
                9,209
                
                
                58,705
                
                
                208,200Operating
                    income (loss)
                
                
                293,542
                
                
                280,545
                
                
                2,004,442Non
                    operating income (expense)Interest
                    expense
                
                
                (3,969
                )
                
                -
                
                
                (13,061
                )Miscellaneous
                    income
                
                
                -
                
                
                -
                
                
                (4,376
                )(3,969
                )
                
                -
                
                
                (17,437
                )(Loss)
                    from operations before income taxes
                
                
                (291,167
                )
                
                (280,545
                )
                
                (2,002,510
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -Net
                    income (loss)
                
                $
                (291,167
                )
                $
                (280,545
                )
                $
                (2,002,510
                )Net
                    (loss) per share
                
                $
                (0.009
                )Weighted
                    average common shares outstanding
                
                
                32,336,756
  *The
        accompanying notes are an integral part of these financial
        statements.*
  3
 
 **EuroMedia
        Holdings Corp.**
 (A
        Development Stage Enterprise)
 Statements
        of Changes in Stockholders’ Deficit
 AccumulatedDeficit
                      DuringtheCommon
                  
                  Additional
                  
                  Subscription
                  
                  DevelopmentShares
                  
                  Stock
                  
                  Paid-in
                      Capital
                  
                  Receivable
                  
                  Stage
                  
                  Total**Balance
                      at January 1, 2005**
                  
                  
                  2
                  
                  $
                  2
                  
                  $
                  132,434
                  
                  $
                  -
                  
                  $
                  (210,864
                  )
                  $
                  (78,428
                  )Additional
                      contributed capital
                  
                  
                  -
                  
                  
                  -
                  
                  
                  70,170
                  
                  
                  -
                  
                  
                  -
                  
                  
                  70,170Net
                      (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (285,070
                  )
                  
                  (285,070
                  )**Balance
                      at December 31, 2005**
                  
                  
                  2
                  
                  
                  2
                  
                  
                  202,604
                  
                  
                  -
                  
                  
                  (495,934
                  )
                  
                  (293,328
                  )Additional
                      contributed capital
                  
                  
                  -
                  
                  
                  -
                  
                  
                  284,912
                  
                  
                  -
                  
                  
                  -
                  
                  
                  284,912To
                      record reverse merger with New -Era Trading Goup, Inc.
                  
                  
                  (2
                  )
                  
                  (2
                  )
                  
                  2
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Issuance
                      of common stock to shareholders of Eurocinema in connection
                      with
                      merger
                  
                  
                  19,000,000
                  
                  
                  19,000
                  
                  
                  (19,000
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -Issuance
                      of common stock to shareholders of New Era and record equity
                      section
                  
                  
                  1,000,000
                  
                  
                  151,210
                  
                  
                  1,370,344
                  
                  
                  -
                  
                  
                  (1,521,554
                  )
                  
                  -of
                      New-Era in connection with the merger, and
                  
                  
                  
                  
                  
                  (150,210
                  )
                  
                  150,210
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -to
                      reflect the survivor's equity balances
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,521,554
                  )
                  
                  -
                  
                  
                  1,521,554
                  
                  
                  -Issuance
                      of common stock for promissory notes
                  
                  
                  11,925,000
                  
                  
                  11,925
                  
                  
                  -
                  
                  
                  (11,925
                  )
                  
                  -
                  
                  
                  -Issuance
                      of common stock for cash
                  
                  
                  30,000
                  
                  
                  30
                  
                  
                  14,970
                  
                  
                  -
                  
                  
                  -
                  
                  
                  15,000Issuance
                      of common stock for cash and services
                  
                  
                  200,000
                  
                  
                  200
                  
                  
                  99,800
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100,000Issuance
                      of common stock for services
                  
                  
                  165,000
                  
                  
                  165
                  
                  
                  82,335
                  
                  
                  -
                  
                  
                  -
                  
                  
                  82,500Net
                      (loss) for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,215,408
                  )
                  
                  (1,215,408
                  )**Balance
                      at December 31, 2006**
                  
                  
                  32,320,000
                  
                  
                  32,320
                  
                  
                  664,623
                  
                  
                  (11,925
                  )
                  
                  (1,711,343
                  )
                  
                  (1,026,325
                  )Cancellation
                      of subscription notes
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  11,925
                  
                  
                  -
                  
                  
                  11,925Issuance
                      of common stock for cash
                  
                  
                  52,000
                  
                  
                  52
                  
                  
                  25,948
                  
                  
                  -
                  
                  
                  -
                  
                  
                  26,000Net
                      (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (291,167
                  )
                  
                  (291,167
                  )**Balance
                      at March 31, 2007 (unaudited)**
                  
                  
                  32,372,000
                  
                  $
                  32,372
                  
                  $
                  690,571
                  
                  $
                  -
                  
                  $
                  (2,002,510
                  )
                  $
                  (1,279,567
                  )
 *The
        accompanying notes are an integral part of these financial
        statements.*
  4
 
 **EuroMedia
        Holdings Corp.**
 (A
        Development Stage Enterprise)
 Statements
        of Cash Flows
 For
                    the PeriodOctober
                    22, 2003For
                    the Three Months Ended
                
                (date
                    of inception)March
                    31,
                
                to2007
                
                2006
                
                March
                    31, 2007(Unaudited)
                
                (Unaudited)**Cash
                    Flows From Operating Activities**Net
                    (Loss) from continuing operations
                
                $
                (291,167
                )
                $
                (280,545
                )
                $
                (2,002,510
                )Adjustments
                    to reconcile earnings from continuingoperations
                    to net cash provided by operating activities:Depreciation
                    and amortization
                
                
                15,463
                
                
                8,360
                
                
                51,694Issuance
                    of common stock in exchange for services
                
                
                -
                
                
                -
                
                
                194,225Sale
                    of common stock in exchange for subscription receivable
                
                
                11,925
                
                
                -
                
                
                -Change
                    in working capital components:Prepaid
                    expenses
                
                
                19,350
                
                
                -
                
                
                (99,150
                )Accounts
                    payable
                
                
                46,114
                
                
                50,440
                
                
                447,257Accrued
                    expenses
                
                
                146,469
                
                
                159,500
                
                
                752,561Net
                    cash (used) by operating activities
                
                
                (51,846
                )
                
                (62,245
                )
                
                (655,923
                )**Cash
                    Flows From Investing Activities**Purchase
                    of property and equipment
                
                
                -
                
                
                -
                
                
                (1,899
                )Purchase
                    of licenses
                
                
                (11,000
                )
                
                (32,800
                )
                
                (187,410
                )Net
                    cash (used) in investing activities
                
                
                (11,000
                )
                
                (32,800
                )
                
                (189,309
                )**Cash
                    Flows From Financing Activities**Capital
                    contributions
                
                
                -
                
                
                -
                
                
                355,082Proceeds
                    from sale of stock
                
                
                26,000
                
                
                -
                
                
                173,636Loan
                    payable – Related party
                
                
                53,301
                
                
                112,564
                
                
                341,692Net
                    cash provided by investing activities
                
                
                79,301
                
                
                112,564
                
                
                870,410Net
                    increase (decrease) in cash and cash equivalents
                
                
                16,455
                
                
                17,519
                
                
                25,178**Cash
                    And Cash Equivalents, Beginning of the Period**
                
                
                8,723
                
                
                -
                
                
                -**Cash
                    And Cash Equivalents, End of the Period**
                
                $
                25,178
                
                $
                17,519
                
                $
                25,178SUPPLEMENTAL
                    DISCLOSURES ON INTERESTAND
                    INCOME TAXES PAID:Interest
                    paid for the period
                
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes paid for the period
                
                $
                -
                
                $
                -
                
                $
                -SUPPLEMENTAL
                    SCHEDULE OF NONCASH INVESTINGAND
                    FINANCING ACTIVITIES:
                
                $
                -
                
                $
                -
                
                $
                -
 
 *The
        accompanying notes are an integral part of these financial
        statements.*


5


**EuroMedia
        Holdings Corp**
 **(A
        Development Stage Enterprise)**
 **Notes
        to Financial Statements**
 **For
        the Three** **Months
        Ended March 31, 2007 and 2006 (Unaudited)**
 
 1.
        Basis
        of Presentation, Business and Summary of Significant Accounting
        Policies
 
 *(a)
        Basis of Presentation*
 
 The
        balance sheet as of March 31, 2007, the statements of operations, statements
        of
        cash flows, and statements of stockholders’ equity for the three months ended
        March 31, 2007 and 2006 have been prepared by the Company without audit,
        pursuant to the rules and regulations of the Securities and Exchange Commission.
 
 *(* *b)History
        of the Company*
 
 EuroMedia
        Holdings Corp .,
        formerly Eurocinema Corp. (“the Company”) was formed as a Delaware corporation
        on October 22, 2003.
 
 On
        April
        21, 2006, the Company entered into a merger agreement with New-Era Trading
        Group, Inc. (“New Era”), whereby all of the outstanding shares of the Company
        were exchanged by its shareholders for 19,000,000 shares of New-Era. As a
        result
        of the merger, New-Era was the surviving corporation. New-Era has no assets
        or
        liabilities and had 1,000,000 shares outstanding. Immediately after the merger
        New-Era changed its name to EuroMedia Holdings Corp.
 
 For
        accounting purposes, the merger was treated as a reverse merger, whereby
        the
        Company (Eurocinema Corp.) was treated as the acquiring company, and New-Era
        was
        treated as the acquired corporation.
 
 *(c)
        Development Stage Enterprise*
 
 Since
        its
        inception, the Company’ business activity to date has been primarily of
        developing its business plan, obtaining distribution licenses, negotiating
        with
        cable providers for the provision of European movies to cable customers on
        demand, raising funds privately and issuing common stock for services. The
        Company expects to continue to incur significant operating losses and to
        generate negative cash flow from operating activities while it develops a
        market
        for its products.
 
 The
        Company's ability to eliminate operating losses and to generate positive
        cash
        flow from operations in the future will depend upon a variety of factors,
        many
        of which it is unable to control. If the Company is unable to implement the
        Company’s business plan successfully, it may not be able to eliminate operating
        losses, generate positive cash flow, or achieve or sustain profitability,
        which
        would materially adversely affect its business, operations, and financial
        results, as well as its ability to make payments on its debt obligations.
 
 *(c)
        Revenue Recognition*
 
 The
        Company is principally in the business of licensing European films, and
        negotiating with cable providers for the provision of these movies to cable
        customers on demand. The Company records revenue from the distribution of
        European movies in accordance with Statement of Financial Accounting Standard
        No. 50 - *Financial
        Reporting in the Record and Music Industry.* Revenue
        is generally recognized when the Company receives an “accounting” of the movies
        shown by the respective cable providers.
  6
  *(d)
        Cash and Cash Equivalents*
  The
        Company believes is not exposed to any significant credit risk on cash and
        cash
        equivalents. For purposes of reporting cash flows, the Company considers
        all
        cash accounts that are not subject to withdrawal restrictions or designated
        for
        assets acquisitions, and certificates of deposit that have an original maturity
        of three months or less when purchased, to be cash equivalents. The Company
        had
        no cash equivalents at March 31, 2007.
 
 *(e)
        Fair Value of Financial Instruments*
 
 The
        carrying amount **s** of
        accounts payable and loan payable approximates their fair value at March
        31,
        2007, because of the short maturity of these instruments.
 
 *(f)
        Property and Equipment*
 
 Property
        and equipment are recorded at historical cost. Depreciation is computed on
        the
        straight-line method over estimated useful lives of the respective assets,
        ranging from three to five years. The carrying amount of all long-lived assets
        is evaluated periodically to determine if adjustment to the depreciation
        and
        amortization period or the unamortized balance is warranted. Based upon the
        Company's most recent analysis, management believes that no impairment of
        property and equipment exists at March 31, 2007.
 
 *(g)
        Impairment of Intangible Assets*
 
 Periodically,
        the Company assesses the recoverability of the Company’s intangible assets,
        consisting of film licenses and related production costs, and record an
        impairment loss to the extent that the carrying amounts of the
        assets exceed its fair value. Based upon management's most recent analysis,
        the
        Company believes that no impairment of the Company’s tangible or intangible
        assets exist at March 31, 2007.
 
 *(h)
        Stock Based Compensation*
 
 Statement
        of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
        Stock-Based Compensation", provides for the use of a fair value based method
        of
        accounting for stock-based compensation. However, SFAS 123 allows the
        measurement of compensation cost for stock options granted to employees using
        the intrinsic value method of accounting prescribed by Accounting Principles
        Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees",
        which only requires charges to compensation expense for the excess, if any,
        of
        the fair value of the underlying stock at the date a stock option is granted
        (or at an
        appropriate subsequent measurement date) over the amount the employee must
        pay
        to acquire the stock. The Company has elected to account for employee stock
        options using the intrinsic value method under APB 25. By making that election,
        the Company is required by SFAS 123 to provide pro forma disclosures of net
        loss
        as if a fair value based method of accounting had been applied.
 
 *(i)
        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, and disclosures
        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.
 
 7
 
 *(j)
        Income Taxes*
 
 The
        Company records federal and state income tax liability in accordance with
        SFAS
        109 - *Accounting
        for Income Taxes* .
        Deferred income taxes are provided on the liability method whereby deferred
        tax
        assets are recognized for deductible temporary differences and operating
        loss
        and tax credit carry forwards, and deferred tax liabilities are recognized
        for
        taxable temporary differences. Temporary differences are the differences
        between
        the reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely than not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted for
        the
        effects of changes in tax laws and rates on the date of enactment.
 
 *(k)
        Advertising Costs*
 
 Advertising
        costs, except for costs associated with direct-response advertising, are
        charged
        to operations as incurred. The costs of direct-response advertising are
        capitalized and amortized over the period during which future benefits are
        expected to be received. The Company had no direct-response advertising costs
        for the three months ended March 31, 2007.
 
 *(l)
        Earnings (Loss) Per Share*
 
 Basic
        EPS
        is calculated by dividing earnings (loss) available to common shareholders
        by
        the weighted average number of common shares outstanding during each period.
        Diluted EPS is similarly calculated, except that the denominator includes
        common
        shares that may be issued subject to existing rights with dilutive potential,
        except when their inclusion would be anti-dilutive.
 
 Based
        on
        an estimated current value of the Company’s stock being equal to or less than
        the exercise price of the warrants, none of the shares assumed issued upon
        conversion of the warrants are included in the computation of fully diluted
        loss
        per share, since their inclusion would be anti-dilutive.
 
 2.
        Going
        Concern
 
 For
        the
        three months ended March 31, 2007 and from October 22, 2003 (date of inception)
        through March 31, 2007, the Company incurred a net loss of $291,167 and
        $2,002,510 respectively. As of March 31, 2007, the Company had a negative
        working capital of $1,075,490 of negative working capital and $25,178 of
        cash
        with which to satisfy any future cash requirements. These conditions raise
        substantial doubt about the Company's ability to continue as a going concern.
        The Company depends upon capital to be derived from future financing activities
        such as loans from its parent company, and its officers and directors,
        subsequent offerings of its common stock or debt financing in order to operate
        and grow the business
 
 3.
        Film
        Licensing
 
 Film
        licensing and related production costs at March 31, 2007 and December 31,
        2006
        were as follows:
 
 March
                  31,
              
              December
                  31,2007
              
              2006Film
                  licenses and production costs
              
              $
              187,410
              
              $
              176,410Accumulated
                  amortization
              
              
              50,950
              
              
              35,581$
              136,460
              
              $
              140,829
  8
 
 The
        Company licenses foreign film over 1-3 year periods, some of which are renewable
        and incurs production costs in order to prepare the films for distribution.
        The
        Company capitalized the film licenses and related production costs and amortizes
        them over the production lives of the respective films.
 
 Amortization
        of films and productions costs for the three months ended March 31, 2007
        and
        from October 22, 2003 (date of inception) through March 31, 2007 was $15,369
        and
        $50,851 respectively.
 
 4.
        Accrued Expenses
 
 Accrued
        expenses at March 31, 2007 and December 31, 2006, were as follows:
 
 March
                  31,
              
              December
                  31,2007
              
              2006Accrued
                  Compensation - Officers
              
              $
              392,250
              
              $
              317,000Accrued
                  Consulting
              
              
              347,250
              
              
              280,000Accrued
                  Interest
              
              
              13,061
              
              
              9,092$
              752,561
              
              $
              606,092
 
 5.
        Related Parties Disclosures
 
 *(a)
        Accrued Compensation - Officers and Directors*
 
 The
        Company accrued compensation payable to its CEO and Director, and its
        Vice-President of Corporate Affairs and Secretary in the aggregate amount
        of
        $26,417 per month, based on their consulting agreements
        commencing January 1, 2006. At March 31, 2007, and December 31, 2006, the
        amount
        due under these consulting agreements was $392,250 and $317,000
        respectively.
 
 *(b)
        Loan from Related Party*
 
 The
        Company’s CEO agreed to provide financing to the Company up to $500,000. The
        amount of advances and/or promissory note outstanding as March 31, 2007,
        and
        December 31, 2007 ,
        amounts
        to $341,691 and $288,391 respectively. Accrued interest on this loan was
        $13,061 and $9,092 at March 31, 2007 and December 31, 2006 respectively.
 
 The
        loan
        or any part of the loan can be converted into the Company’s common stock at the
        most recent price at which the Company has sold shares to investors. The
        conversion is at the option of the shareholder.
 
 *(c)
        Purchase of common stock*
 
 During
        the three months ended March 31, 2007, the Company’s CEO purchased 52,000 shares
        of common stock from the Company for $26,000 in cash.
 
 6.
        Income
        Taxes
 
 The
        Company has not recorded any current or deferred income tax expense or benefit
        allocated to continuing operations for the three months ended March 31, 2007.
 
 9
  The
        income tax provision differs from the amount of tax determined by applying
        the
        federal statutory rate as follows:
 Three
                    Months Ended March 31, 2007Income
                    tax benefit at statutory rate
                
                $
                (101,908
                )Increase
                    (decrease) in income taxes due to:State
                    income taxes, net
                
                
                -Change
                    in valuation allowance
                
                
                101,908All
                    other
                
                
                -
  Net
        deferred tax assets and liabilities were comprised of the following:
 
 Deferred
                      tax asset (liability), current:Accrued
                      expenses
                  
                  $
                  263,396Valuation
                      allowance
                  
                  
                  (263,396
                  )$
                  0Deferred
                      tax asset (liability), non-current:Net
                      operating loss
                  
                  $
                  (161,637
                  )Property
                      and equipment
                  
                  
                  149Valuation
                      allowance
                  
                  
                  161,488$
                  0
  The
        Company has not recognized an income tax benefit for its operating losses
        based
        on uncertainties concerning the Company’s ability to generate taxable income in future periods.
        The tax benefit is offset by a valuation allowance established against deferred
        tax assets arising from operating losses and other temporary differences,
        the
        realization of which could not be considered more likely than not. In future
        periods, tax benefits and related deferred tax assets will be recognized
        when
        management considers realization of such amounts to be more likely than not.
 
 10.
        Commitments and Contingencies
 
 *Legal
        Fees Dispute*
 
 The
        Company has a dispute over the charges from its former patent attorney. As
        a
        result of an action filed by the patent attorney, and counter motions by
        the
        Company, the matter has been referred to arbitration. A date for such
        arbitration has been set. The Company has recorded the full amount outstanding
        to the patent attorney of $71,760 at December 31, 2006 and March 31, 2007.,
        and
        therefore management does not believe the result of this case would have
        a
        detrimental affect on the Company’s financial statements.
  10
 
 *Trademark
        Dispute*
 
 On
        August
        13, 2005, Ildemaro Martinez, Jr. filed an opposition to the Company’s use of the
        mark “Eurocinema”, and claim he has used this mark continuously since 1995. The
        Company has responded and filed for dismissal of action. To date no resolution
        has been reached, and the case is presently suspended pending a decision
        of the
        Company’s motion to dismiss, and Mr. Martinez’s motion for sanctions. The
        Company does not believe that the result of this case would have a detrimental
        effect on the Company’s financial statements.
 
 *Consulting
        Agreements*
 
 During
        the year ended December 31, 2006, the Company entered into a number of
        consulting agreements with unrelated individuals to provide services to the
        company, generally over a two-year period in exchange for the issuance of
        shares
        of the Company’s common stock.
 
 The
        Company has engaged Watch Hill Advisors, LLC to assist with the sale of its
        shares under the Company’s private placement being prepared. The Company issued
        Watch Hill 200,000 shares of its common stock as an advisory fee and has
        agreed
        to issue up to 500,000 stock purchase warrants as compensation for placement
        of
        the shares, the number being in proportion to the number of shares
        sold.
 
 *Operating
        Leases*
 
 On
        February 15, 2007, the Company renewed the lease agreement for its executive
        offices in Miami, Florida, pursuant to a month-to-month lease with an unrelated
        landlord, at approximately $1,685 per month, including applicable sales tax.
        The
        Company also pays the landlord for miscellaneous office services, parking,
        etc.
 
 Rental
        expense for the three months ended March 31, 2007 and from October 22, 2003
        (date of inception) through March 31, 2007 was $5,167 and $91,666
        respectively.
  **Item
          2. Management’s discussion and analysis or plan of
          operations.**
 
 PLAN
          OF
          OPERATIONS
 
 We
          are
          presently in the phase of refining our business plan and seeking the initial
          funding we need to develop our sales and marketing plan. We will continue
          the
          development of this plan as and when we receive funding and continue in
          this
          mode until successfully completing our funding plan. There is no assurance
          that
          we will be successful in obtaining adequate funding to develop our business
          plan. In the event we are unable to obtain adequate funding to develop
          our
          business plan, we would consider a joint venture with another company that
          has
          adequate resources to accomplish our marketing and business plan for the
          distribution of foreign film, or we may consider selling our rights to
          our film
          inventory outright and distributing the proceeds to our
          shareholders.
  11
  Company
          Resources
 
 As
          more
          fully described in “LIQUIDITY AND CAPITAL RESOURCES”, we have $25,178 in cash at
          March 31, 2007, and $158,308 remaining on the line of credit from our CEO,
          which
          is not sufficient to satisfy our cash requirements for the next 12 months
          without securing additional financing. We are attempting to secure other
          sources
          of financing to develop our business plan, and to implement our sales and
          marketing plan. Our success in developing our business plan is dependent
          upon
          the level of financing we are able to secure.
 
 Our
          Marketing Plan
 
 The
          next
          phase in our business development will be implementation of our sales and
          marketing plan for the distribution of our foreign films. We are in the
          process
          of securing distribution agreements with a number of cable providers for
          the
          distribution of our films. We have secured distribution agreements with
          DirecTV,
          Bit-Torrent, Inc., Google, Tangerine Global, LLC, Shaw Cablesystems, GP;
          Rogers
          Cable Communications, and others.
  We
          anticipate that as funding is received, of which there is no assurance,
          we will
          continued our marketing and advertising efforts, acquire licenses to a
          larger
          number of European films, or libraries of European films, and perform the
          necessary production required to bring the films to market. We also anticipate
          hiring additional staff to handle support requirements for an increased
          level of
          business. The number of employees we hire during the next twelve months
          will
          depend upon the level of funding and sales achieved.
 
 Funding
 
 In
          order
          to achieve the funding we need, we intend to offer shares of our common
          stock at
          an aggregate price of $5 million in private transactions which satisfy
          the
          requirements for one or more exemptions from registration under the Securities
          Act of 1933. There is no assurance that we would be successful in raising
          sufficient funds to implement our business plan.
 
 Liquidity
          and Capital Resources
 
 For
          the
          three months ended March 31, 2007 and from October 22, 2003 (date of inception),
          the Company incurred a net loss of $291,167 and $2,002,510 respectively.
          Of the
          losses for these two periods, $230,359 and $1,353,756 respectively, consisting
          of depreciation and amortization ($15,463 and $51,694), deferred compensation
          to
          our officers and consultants ($195,546 and $1,107,837), and issuance of
          common
          stock in exchange for services ($19,350 and $194,225), and others, did
          not
          represent the use of cash. These changes plus others brought the total cash used
          in operations to $51,846 and $655,923, respectively.
 
 As
          of
          March 31, 2007, the Company had a negative working capital of $1,075,490
          of
          negative working capital and $25,178 of cash with which to satisfy any
          future
          cash requirements. These conditions raise substantial doubt about the Company's
          ability to continue as a going concern. The Company depends upon capital
          to be
          derived from future financing activities such as loans from its parent
          company,
          and its officers and directors, subsequent offerings of its common stock
          or debt
          financing in order to operate and grow the business. There can be no assurance
          that the Company will be successful in raising such capital. The key factors
          that are not within the Company's control and that may have a direct bearing
          on
          operating results include, but are not limited to, acceptance of the Company’s
          business plan, the ability to raise capital in the future, the ability
          to expand
          its customer base, and the ability to hire key employees to grow the business.
          There may be other risks and circumstances that management may be unable
          to
          predict
 
 On
          December 31, 2006, we obtained a loan commitment from our CEO, in the
          amount of $500,000 under a master promissory note, due on demand, with
          interest
          at the rate of 5% per annum. We have been receiving advances on this note
          on an
          as needed basis and have drawn $341,692 as of March 31, 2007, and have
          effectively a line of credit outstanding of $158,308 available to us on
          an as
          needed basis.
  **Item
        3.  Controls and Procedures**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. Disclosure
      controls and procedures include, without 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 its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.




12




In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s Principal
      Executive Officer and Principal Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective, to provide reasonable
      assurance that information required to be disclosed in the Company’s reports
      filed or submitted under the Exchange Act is recorded, processed, summarized,
      and reported within the time periods specified in the Commission’s rules and
      forms. There have been no changes to the Company’s internal controls over
      financial reporting that occurred during our the period ended December 31,
      2006,
      that materially affected, or were reasonably likely to materially affect, our
      internal controls over financial reporting.




**Item
      3A(T).**





Not
      applicable





**PART
      II – OTHER
      INFORMATION**





**Item
      1.  Legal Proceedings**





The
      registrant is engaged in the following legal proceedings at the date of this
      report:


On
        August
        13, 2005, Ildemaro Martinez, Jr. filed a opposition to the Company’s use of the
        mark “Eurocinema”, and claim he has used this mark continuously since 1995. The
        Company has responded and filed for dismissal of action. To date no resolution
        has been reached, and the case is presently suspended pending a decision
        of the
        Company’s motion to dismiss, and Mr. Martinez’s motion for sanctions. The
        Company does not believe that the result of this case would have a detrimental
        effect on the Company’s financial statements.




The
      Company has a dispute over the charges from its patent attorney, Feldman Gale
      P.A. As a result of an action filed by Feldman Gale P.A., and counter motions
      by
      the Company, the matter has been referred to arbitration. A date for such
      arbitration has been set. The Company has recorded the full amount outstanding
      to Feldman Gale, P.A. of $71,760 at March 31, 2007, and therefore management
      does not believe the result of this case would have a detrimental affect on
      the
      Company’s financial statements.




**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.A
      Principal Executive Officer's Certification





31.B
      Principal Accounting Officer's Certification





13




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant cause
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


EuroMedia
                Holdings Corp.(Registrant)Date:
              September 5, 2007
            By:
            /s/ Sebastien
              Perioche
              Sebastien
              Perioche,President
              & Principal Executive Officer




Date: September
              5, 2007
            By:
            /s/
              Cristino L. Perez
              Cristino
              L. Perez,Principal
              Financial Officer




14