**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE**


**COMMISSION**


Washington,
      D.C. 20549






**FORM
      10-QSB**






x
      Quarterly Report
      Pursuant to Section 13 or 15(d) of the Securities


Exchange
      Act of 1934




For
      the quarterly period ended June 30, 2007





*Commission
      file number:* 333-139640





**Associated
      Media Holdings, Inc.**





(Name
      of small business issuer as specified in its charter)





NEVADA
            201507967(State
                or other jurisdiction
            (I.R.S.
                Employerof
                incorporation or organization)
            Identification
                Number)





**5150
      East Pacific Coast Highway, Suite 300, Long Beach, CA 90804**





(Address
      of principal executive offices)





562-986-4800





(Issuer's
      telephone number)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the issuer was required to file such reports); and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes x No o




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




There
      were 43,261,000 outstanding shares of the issuer's only class of common equity,
      Common Stock, on July 31, 2007.





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























**ASSOCIATED
      MEDIA HOLDINGS, INC.**


**FORM
      10-QSB QUARTERLY REPORT**


**FOR
      THE QUARTER ENDED MARCH 31, 2007**





**TABLE
      OF CONTENTS**




**Part
                I**
            **Financial
                Information**Item
                1.
            Financial
                Statements
            2Condensed
                Consolidated Balance Sheet as of June 30, 2007 and December 31,
                2006
            2Condensed
                Consolidated Statements of Operations for the Three Months Ended
                June 30,
                2007
            3Condensed
                Consolidated Statements of Cash Flows for the Three Months Ended
                March 31,
                2007 and 2006
            4Financial
                Footnotes
            5Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            7Item
                3.
            Controls
                and Procedures
            11**Part
                II**
            **Other
                Information**Item
                6.
            Exhibits
            11Signatures
            Signatures
            12



















**PART** **I
      - FINANCIAL INFORMATION**




**ITEM****1. 
      FINANCIAL STATEMENTS**





**Associated
      Media Holdings, Inc.**





**(A
      Development Stage Company)**





Financial
      Statements for the Period Ended





June
      30,
      2007 and June 30, 2006














**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**(unaudited)**




**Assets**June
                  30,2007Current
                  AssetsCash
              
              $
              7,947Accounts
                  Receivable
              
              
              13,113Prepaid
                  expenses
              
              
              6,000Total
                  Current Assets
              
              
              27,060Property
                  & Equipment, net of accumulated depreciation of
                  $22,699
              
              
              47,581Other
                  AssetsDeposits
              
              
              20,000Intangible
                  assets, net of accumulated amortization of $31,896
              
              
              390,330Total
                  Other Assets
              
              
              410,330Total
                  Assets
              
              $
              484,971**Liabilities
                  & Stockholders’ Deficit**Current
                  LiabilitiesAccounts
                  payable and accrued liabilities
              
              $
              431,587Accrued
                  compensation payable
              
              
              306,822Notes
                  Payable
              
              
              525,000Total
                  Current Liabilities
              
              
              1,263,409Total
                  Liabilities
              
              
              1,263,409CommitmentsStockholders’DeficitCommon
                  Stock, $0.00025 par value, 100,000,000 sharesauthorized,
                  43,261,000 shares issued and outstanding
              
              
              10,990Additional
                  paid in capital
              
              
              3,488,236Prepaid
                  expense (stock related)
              
              
              (1,000,000
              )Accumulated
                  deficit during development stage
              
              
              (3,277,664
              )Total
                  Stockholders’ Deficit
              
              
              (778,438
              )Total
                  Liabilities & Stockholders’ Deficit
              
              $
              484,971




The
      accompanying notes are an integral part of these financial
      statements


3





**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company )**


**Statements
      of Operations**


**For
      the quarter ended June 30, 2007 and 2006**


**(unaudited)**





For
                    the Three Months
                  June
                    30,
                
                For
                    the Six Months Ended
                  June
                    30,
                
                June
                    21, 2004 (Date of Inception) to June 30,2007
                
                2006
                
                2007
                
                2006
                
                2007Revenue
                
                
                20,335
                
                
                -
                
                $
                29,433
                
                
                -
                
                $
                71,983Operating
                    ExpensesAmortization
                    & depreciation
                
                
                25,513
                
                
                3,141
                
                
                40,562
                
                
                4,046
                
                
                54,596Consulting
                    expense
                
                
                28,369
                
                
                126,288
                
                
                71,093
                
                
                165,963
                
                
                1,065,859General
                    and administrative
                
                
                96,238
                
                
                88,409
                
                
                179,218
                
                
                139,188
                
                
                545,340Marketing
                
                
                1,050
                
                
                57,940
                
                
                17,937
                
                
                70,860
                
                
                172,741Professional
                    fees
                
                
                66,371
                
                
                15,347
                
                
                119,887
                
                
                67,813
                
                
                395,507Compensation
                    expense
                
                
                168,548
                
                
                137,549
                
                
                335,738
                
                
                285,435
                
                
                1,020,109Website
                    development
                
                
                5,000
                
                
                39,728
                
                
                13,000
                
                
                76,456
                
                
                200,456Total
                    Operating Expenses
                
                
                391,089
                
                
                468,402
                
                
                777,435
                
                
                809,761
                
                
                3,454,608(Loss)
                    from operations before otherincome
                    and (expense)
                
                
                (370,754
                )
                
                (468,402
                )
                
                (748,002
                )
                
                (809,761
                )
                
                (3,382,625
                )Other
                    Income (Expenses)Other
                    income
                
                
                (30,000
                )
                
                31,300
                
                
                -
                
                
                41,300
                
                
                120,000Other
                    expense
                
                
                -
                
                
                (1,128
                )
                
                -
                
                
                (1,128
                )
                
                -Interest
                    expense
                
                
                (9,142
                )
                
                (2,188
                )
                
                (12,639
                )
                
                (2,404
                )
                
                (12,639
                )Total
                    Other Income (Expenses)
                
                
                (39,142
                )
                
                27,984
                
                
                (12,639
                )
                
                37,768
                
                
                107,361Loss
                    before income tax expense
                
                
                (409,896
                )
                
                (440,418
                )
                
                (760,641
                )
                
                (771,993
                )
                
                (3,275,264
                )Income
                    tax expense
                
                
                (800
                )
                
                -
                
                
                (2,400
                )
                
                -
                
                
                (2,400
                )Net
                    Income (loss)
                
                
                (410,696
                )
                
                (440,418
                )
                
                (763,041
                )
                
                (771,993
                )
                
                (3,277,664
                )Basic
                    (Loss) per share
                
                
                (0.01
                )
                
                (0.01
                )
                
                (0.02
                )
                
                (0.02
                )Weighted
                    Average Number ofshares
                    outstanding
                
                
                43,961,000
                
                
                41,204,176
                
                
                43,961,000
                
                
                40,863,978




The
      accompanying notes are an integral part of these financial
      statements


4





**Associated
      Media Holdings, Inc.**


**Statements
      of Stockholders’ Deficit**


**Development
      Stage Company**


**From
      June 21, 2004 (Date of Inception) through June 30, 2007**





**Common
                  Stock**
              
              **Additional
                  Paid in Capital**
              
              **Accumulated
                  Deficit During Development Stage**
              
              **Prepaid
                  Expenses**Shares
              
              AmountBalance,
                  June21, 2004, date of incorporation
              
              -
              
              -
              
              -
              
              -
              
              -Shares
                  issued for cash at $0.01 per share
              
              200,000
              
              
              50
              
              
              1,950
              
              
              -
              
              
              -Shares
                  issued for cash at $2.00 per share
              
              10,000
              
              
              2
              
              
              19,998
              
              
              -
              
              
              -Shares
                  issued for cash at $5.00 per share
              
              10,000
              
              
              3
              
              
              49,997
              
              
              -
              
              
              -Net
                  loss during the period ended December 31, 2004
              
              -
              
              
              -
              
              
              -
              
              
              (72,000
              )
              
              -Balance,
                  December 31, 2004
              
              
              
              
              220,000
              
              
              55
              
              
              71,945
              
              
              (72,000
              )
              
              -Shares
                  issued for asset at par value per share
              
              40,000,000
              
              
              10,000
              
              
              -
              
              
              -
              
              
              -Shares
                  issued in a private placement at $1.00 per share
              
              300,000
              
              
              75
              
              
              299,925
              
              
              -
              
              
              -Net
                  loss during the year ended December 31, 2005
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balance,
                  December 31, 2005
              
              
              
              
              40,520,000
              
              
              10,130
              
              
              371,870
              
              
              (250,031
              )
              
              -Issuance
                  of additional shares to existingInvestor
                  pursuant to an anti dilution agreement
              
              300,000
              
              
              75
              
              
              (75
              )
              
              -
              
              
              -Shares
                  issued in a private placement at $0.50 per share
              
              2,436,000
              
              
              609
              
              
              1,217,391
              
              
              -
              
              
              -Shares
                  issued for service at $0.50 a share
              
              1,100,000
              
              
              275
              
              
              549,725
              
              
              -
              
              
              -Shares
                  issued for prepaid services at $0.50 per share
              
              2,000,000
              
              
              500
              
              
              999,500
              
              
              -
              
              
              (1,000,000
              )Cancellation
                  of shares
              
              
              
              
              
              
              
              (3,095,000
              )
              
              (774
              )
              
              -
              
              
              -
              
              
              -Net
                  loss during the year ended December 31, 2006
              
              -
              
              
              -
              
              
              -
              
              
              (2,264,592
              )
              
              -Balance,
                  December 31, 2006
              
              
              
              
              43,261,000
              
              
              10,815
              
              
              3,138,411
              
              
              (2,514,623
              )
              
              (1,000,000
              )Shares
                  issued for acquisition of the tangible and intangible personal
                  property of
                  icelounge.com, Inc. at $.50 per share
              
              700,000
              
              
              175
              
              
              349,825Net
                  loss during the quarter ended June 30, 2007
              
              
              
              
              
              
              
              
              
              
              (763,041
              )Balance,
                  June 30, 2007 (unaudited)
              
              
              
              
              43,961,000
              
              
              10,990
              
              
              3,488,236
              
              
              (3,277,664
              )
              
              (1,000,000
              )




The
      number of shares issued and outstanding has been restated to give retroactive
      effect for a reverse stock split effective October 28, 2005 on a one for 100
      basis. The par value and additional paid in capital were adjusted during the
      year ended December 31, 2005 to adjust the par value amount in conformity with
      the number of shares issued.




The
      accompanying notes are an integral part of these financial
      statements


5





**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**


**(unaudited)**





For
                  the Six Months EndedJune 30,
              
              June
                  21, 2004 (Date of Inception) to2007
              
              2006
              
              June
                  30, 2007Cash
                  flows (used) in operating activities:Net
                  loss
              
              
              (763,041
              )
              
              (771,993
              )
              
              (3,277,664
              )Changes
                  in non-cash working capital itemsrelated
                  to operations:Amortization
                  & depreciation
              
              
              40,552
              
              
              4,046
              
              
              54,596Common
                  stock issued for services
              
              
              -
              
              
              -
              
              
              550,000Change
                  in Operating Assets and Liabilities(Increase)
                  Decrease in accounts receivable
              
              
              6,887
              
              
              -
              
              
              (13,113
              )(Increase)
                  Decrease in prepaid expense
              
              
              15,000
              
              
              33,500
              
              
              (6,000
              )Increase
                  in deposit
              
              
              -
              
              
              (20,000
              )
              
              (20,000
              )Increase
                  in accounts payable and accruedliabilities
              
              
              166,778
              
              
              58,012
              
              
              431,587Increase
                  in accrued compensation payable
              
              
              109,771
              
              
              106,824
              
              
              306,822Net
                  cash (used) in operating activities
              
              
              (424,053
              )
              
              (589,611
              )
              
              (1,973,772
              )Cash
                  flows (used) in investing activities:Acquisition
                  of icelounge.com, Inc.intangible assets
              
              
              (63,000
              )
              
              -
              
              
              (63,000
              )Purchase
                  of property & equipment
              
              
              -
              
              
              (54,923
              )
              
              (70,281
              )Net
                  cash (used) in investing activities
              
              
              (63,000
              )
              
              (54,923
              )
              
              (133,281
              )Cash
                  flows provided in financing activities:Proceeds
                  from issuance of note payable
              
              
              495,000
              
              
              225,000
              
              
              750,000Repayment
                  of note payable
              
              
              -
              
              
              (225,000
              )
              
              (225,000
              )Proceeds
                  from issuance of common stock
              
              
              -
              
              
              1,095,000
              
              
              1,590,000Net
                  cash provided in financing activities
              
              
              495,000
              
              
              1,095,000
              
              
              2,115,000Net
                  increase in cash during the year
              
              
              7,947
              
              
              450,466
              
              
              7,947Cash,
                  beginning of year
              
              
              -
              
              
              169,101
              
              
              -Cash,
                  at June 30, 2007
              
              
              7,947
              
              
              619,567
              
              
              7,947Supplementary
                  Disclosure of Cash Flow InformationCash
                  paid for:Interest
              
              
              12,639
              
              
              2,404Income
                  Taxes
              
              
              2,400Non-cash
                  financing activities:







The
      accompanying notes are an integral part of these financial
      statements


6


**Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**
 
 **Note
        1: History and Organization of the Company**
 
 Associated
        Media Holdings, Inc. (formerly El Tigre Development Corporation) (hereinafter,
        the “Company”) was incorporated under the laws of the state of Nevada on June
        21, 2004. The Company’s principal offices are located in Long Beach,
        California.
 
 On
        October 21, 2005, the Company changed its name to Associated Media Holdings,
        Inc. to further develop and promote the Ignition Website and Trademarks
        (hereinafter, the “Intangibles”) which focus on multi media content for mobile
        and portable cellular devices. On this same day, the board of directors approved
        an increase in the authorized number of common shares of the Company from
        25,000,000 to 100,000,000 and changed its par value from $0.001 to $0.00025.
        This change is reflected in these financial statements.
 
 The
        Company has yet to fully develop any material income from its stated primary
        objective and it is classified as a development stage company. All income,
        expenses, cash flows and stock transactions are reported since the beginning
        of
        development stage.
 
  **Note
        2: Accounting Policies and Procedures**
  The
        financial statements have, in management’s opinion, been properly prepared
        within the framework of the significant accounting policies summaries
        below.
  **Cash
        and Cash Equivalents:** The
        Company considers all liquid assets with a maturity of three months or less
        from
        the date of purchases readily convertible into cash to be cash
        equivalents.
 
 **Concentrations:** Financial
        instruments that potentially subject the Company to concentrations of credit
        risks consist of cash and cash equivalents. The Company places its cash and
        cash
        equivalents at well-known, quality financial institutions.
 
 **Estimates:** The
        financial statements of the Company have been prepared in accordance with
        accounting principles generally accepted in the United States of America.
        Because a precise determination of many assets and liabilities is dependent
        upon
        future events, the preparation of financial statements for a period necessarily
        involves the use of estimates which have been made using careful judgment.
        Actual results may vary from these estimates.
  **Development
        Stage Company:** The
        Company is a development stage company as defined in Financial Accounting
        Standard Board Statement No. 7.
  **Income
        tax:** The
        Company uses the asset and liability method of accounting for income taxes
        pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and
        liability method of SFAS 109, deferred tax assets and liabilities are recognized
        for the future tax consequences attributable to temporary differences between
        the financial statements carrying amounts of existing assets and liabilities
        and
        their respective tax basis. Deferred tax assets and liabilities are measured
        using enacted tax rates expected to apply to taxable income in the years
        in
        which those temporary differences are expected to be recovered or
        settled.




7











**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**






**Note
      2: Accounting Policies and Procedures - continued**




**Revenue
      Recognition** **:** Revenues
      and the costs of revenues from services are recognized during the period in
      which the services are provided. The Company applies the Provisions of SEC
      Staff
      Accounting Bulletin ("SAB") No. 104, Revenue Recognition in Financial Statements
      ("SAB 104"), which provides guidance on the following; recognition,
      presentation, and disclosure of revenue in financial statements that are filed
      with the SEC. SAB 104 outlines the basic criteria that must be met to recognize
      revenue and provides guidance for disclosure related to revenue recognition
      policies. In general, the Company recognizes revenue related to monthly
      contracted amounts for services provided when (i) persuasive evidence of an
      arrangement exists, (ii) delivery has occurred or services have been rendered,
      (iii) the fee is fixed or determinable, and (iv) collectibility is reasonably
      assured




**Accounts
      Receivable** **:** Accounts
      receivable are reported at the amount management expects to collect from
      outstanding balances. Differences between the amount due and the amount
      management expects to collect will be reported in the results of operations
      of
      the year in which those differences are determined, with an offsetting entry
      to
      a valuation allowance for accounts receivable. Balances which are still
      outstanding after management has used reasonable collection efforts will be
      written off through a charge to the valuation allowance and a credit to accounts
      receivable. Management periodically reviews accounts receivable balances for
      uncollectible amounts. In the first quarter we recorded a $30,000 invoice for
      consulting services to other income and in the second quarter it was reversed
      and recorded as a debit to other income due to uncollectibility, therefore
      for
      the six months ended June 30, 2007 it was a net balance of $0 for other
      income.




**Financial
      Instruments:** The
      Company believes the carrying amount of cash, accounts receivable and other
      current assets, accounts payable and accrued expenses approximates fair value
      due to their short maturity. The Company also believes the carrying amount
      of
      the Company’s long term assets and liabilities approximates fair
      value.




**Property
      & Equipment:** Property
      and equipment as of June 30, 2007 consists of the following and are recorded
      at
      cost:




For
                    the Six Months EndedJune 30, 2007(unaudited)Audio
                    visual equipment
                
                $
                23,073Computer
                    equipment
                
                
                27,789Furniture
                    & fixtures
                
                
                19,418Total
                    Fixed Assets
                
                $
                70,280Accumulated
                    Depreciation
                
                
                (22,699
                )Net
                    Fixed Assets
                
                $
                47,581
 8


**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**







**Note
      2: Accounting Policies and Procedures - continued**







**Property
      & Equipment (continued):** Provision for depreciation of equipment is computed on the straight-line method
      for financial reporting purposes and is based upon the following estimated
      useful lives:





Audio
                visual equipment
            3
                yearsComputer
                equipment
            3
                yearsFurniture
                & fixtures
            7
                years





Maintenance,
      repairs, and renewals which neither materially add to the value of the equipment
      nor appreciably prolong its life are charged to expense as incurred.
      Depreciation charged to operations was $9,874 and $3,546 for the six months
      ended June 30, 2007 and 2006, respectively.





**Intangible
      Assets** -
      Intangible assets consist of patent and trademark costs. Patent costs are costs
      incurred to develop and file patent applications. Trademark costs are costs
      incurred to develop and file trademark applications. If the patents or
      trademarks are approved, the costs are amortized using the straight-line method
      over the estimated lives of 7 years for patents and 10 years for trademarks.
      Amortization expense for the six months ended June 30, 2007 and 2006 totaled
      $30,688 and $500, respectively. Unsuccessful patent and trademark application
      costs are expensed at the time the application is denied.


Management
      assesses the carrying values of long-lived assets for impairment when
      circumstances warrant such a review. In performing this assessment, management
      considers current market analysis and appraisal of the technology, along with
      estimates of future cash flows. The Company recognizes impairment losses when
      undiscounted cash flows estimated to be generated from long-lived assets are
      less than the amount of unamortized assets. There were no unsuccessful and
      abandoned patents and trademarks expensed in 2007 and 2006.




**Stock
        Options** -
        Effective January 1, 2006, the Company adopted the fair value recognition
        provisions of FASB Statement No. 123(R), "Share-Based Payment" ("SFAS 123R"),
        using the modified-prospective-transition method. Under this transition method,
        total compensation cost recognized in 2006 includes compensation costs for
        all
        share-based payments granted prior to, but not yet vested as of January 1,
        2006,
        based on the grant date fair value estimated in accordance with the original
        provisions of SFAS 123, and compensation costs for all share-based payments
        granted subsequent to January 1, 2006, based on the grant date fair value
        estimated in accordance with the provisions of SFAS 123R. The Company estimates
        the fair value of its option awards granted using the Black-Scholes
        option-pricing model. The Company records compensation expense for stock
        options
        ratably over the option's vesting period. The Company granted a total of
        1,895,000 stock options during the year ended December 31, 2006, however,
        no
        expense has been recognized since none of the stock options have vested as
        of
        June 30, 2006 or 2007.
 9








**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**







**Note
      2: Accounting Policies and Procedures - continued**




**Basic
      and fully diluted loss per Share of Common Stock** - The
      basic loss per share of common stock is based on the weighted average number
      of
      shares issued and outstanding during the period of the financial statements.
      Outstanding stock


options
      of 1,895,000 and zero were considered but not included in the fully diluted
      loss
      per share calculation in 2007 and 2006, respectively, because their inclusion
      would have been anti-dilutive.




For
                  the Six Months EndedJune
                  30,2007
              
              
              
              2006(unaudited)Basic
                  Earnings per Share:Net
                  (loss) (numerator)
              
              
              (763,041
              )
              
              
              
              
              (771,993
              )Weighted
                  average number of sharesoutstanding
                  - basic (denominator)
              
              
              43,961,000
              
              
              
              
              
              40,863,978Per
                  Share Amount
              
              
              (0.02
              )
              
              
              
              
              (0.02
              )







**Note
      3: Basis of Presentation and Going Concern Uncertainty**




These
      financial statements have been prepared on a going concern basis. The Company
      has accumulated a deficit of $3,277,664 since inception and has yet to achieve
      profitable operations. The Company’s continuation as a going concern is
      dependent on attaining profitable operations, restructuring its financial
      arrangements, and obtaining additional outside financing. The Company has funded
      losses from operations in the current year primarily through the issuance of
      its
      common stock. The Company anticipates that the issuance of debt and the sale
      of
      the Company’s restricted common stock will continue to fund operating losses in
      the short-term, or until revenues grow to the point where they are sufficient
      to
      cover operating costs and expenses, and retire the Company’s debt obligations.
      The accompanying financial statements do not include any adjustments relating
      to
      the recoverability and classifications of asset carrying amounts or the amount
      and classification of liabilities that might result from the outcome of this
      uncertainty.




10


**Associated
        Media Holdings, Inc.**
 **(** **A
        Development Stage Company** **)**
 **Notes
        to the Financial Statements**




**Note
      4: Intangible Asset**





Through
      the issuance of 40,000,000 restricted common shares valued at $10,000, the
      Company acquired exclusive license rights to the Intangibles which consist
      of a
      website and the Ignition trademarks. Through the issuance of 700,000 restricted
      common shares valued at $350,000 and $63,000 cash, the Company acquired the
      Intangibles of icelounge.com, Inc. which consist of a website, databases and
      proprietary software. In accordance with SFAS No. 142, “Goodwill and Other
      Intangible Assets,” purchased intangibles with finite lives are amortized and
      reviewed for impairment on an annual basis, which it completed during the fourth
      quarters of 2006 and 2005 and no impairment was recognized. The useful lives
      of
      the Intangibles have been determined by management based upon the expected
      use
      of the asset by the Company which is determined to be 10 years. The Company
      recognizes amortization of the Intangibles on a monthly basis. As such,
      amortization expense for the six months ended June 30, 2007 and 2006 is $30,688
      and $500, respectively.




**Note
      5: Income Taxes** - The
      Company has adopted FASB 109 to account for income taxes. The **** Company
      currently has no issues which create timing differences that would mandate
      deferred tax expense. Net operating losses would create possible tax assets
      in
      future years, but due to the uncertainty as to the utilization of
      net **** operating
      loss carry forwards; a valuation allowance has been made to the
      extent **** of
      any
      tax benefit that net operating losses may generate. No provision for **** income
      taxes has been recorded due to the net operating loss carry forward
      of **** $1,686,627
      as of December 31, 2006, which will be offset against future taxable **** income.
      No tax benefit has been reported in the financial statements.





Deferred
      tax assets and the valuation allowance as of June 30, 2007 and 2006 are as
      follows:


For
                  the Six Months EndedJune
                  30,2007
              
              2006Deferred
                  tax asset:NOL
                  benefit
              
              
              1,110,845
              
              
              347,488Valuation
                  allowance
              
              
              (1,110,845
              )
              
              (347,488
              )Net
                  deferred tax asset
              
              $
              0
              
              $
              0






11
 **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**


The
      components of income tax expense are as follows:





For
                  the Six Months EndedJune
                  30,2007
              
              2006Income
                  tax expense (benefit)Federal
              
              
              -
              
              
              -State
              
              
              -
              
              
              -Change
                  in Deferred tax asset
              
              
              763,357
              
              
              262,477Valuation
                  allowance
              
              
              (763,357
              )
              
              (262,477
              )Total
                  Income tax expense (benefit)
              
              $
              0
              
              $
              0





The
      Company has incurred losses that can be carried forward to offset future
      earnings if conditions of the Internal Revenue Code are met. These losses are
      as
      follows:




ExpirationYear
                of Loss
            
            Amount
            
            Date2006
            
            $
            1,686,267
            
            
            2026







**Note
      6: Accrued Compensation**





The
      Company has several employment agreements with its officers and directors.
      Until
      the Company has sufficient funds to satisfy the outstanding debt, the Company
      will continue to accrue unpaid compensation on a quarterly basis. As of June
      30,
      2007 and 2006, the accrued compensation balance was $306,822 and $178,490
      respectively.




**Note
      7: Stockholders’ Equity**





On
      October 17, 2005, the Company entered into a reorganization agreement with
      ZTH
      Management, LLC for the purpose of acquiring an exclusive license to use the
      Intangibles consisting of trademarks and a website. The Company issued
      40,000,000 post split restricted common shares at par value for full
      consideration for the license agreement. The term of the agreement will remain
      in full force and effect until such time as the Intangibles become eminent
      domain.


12





On
      October 21, 2005, the board of directors approved an increase in the authorized
      number of common shares of the Company from 25,000,000 to 100,000,000 and
      changed its par value from $0.001 to $0.00025. This change is reflected in
      these
      financial statements.





On
      October 24, 2005, the board of directors approved a reverse split of the
      Company’s common stock on a 100 old for 1 new share basis. The split became
      effective on October 28, 2005. As a result of the reverse split, the total
      outstanding share balance was 220,000 shares. All share amounts in this report
      have been retroactively restated to reflect the stock split.





On
      December 5, 2005, the Company issued 300,000 restricted common shares through
      a
      private placement offering for cash at $1.00 per share. The proceeds have
      provided short-term operating capital.





On
      April
      15, 2006 the company issued an additional 300,000 shares of common stock to
      an
      existing investor who had purchased 300,000 shares of common stock for $1.00
      per
      share on December 5, 2005, pursuant to an anti-dilution adjustment to the
      original purchase price of $1.00 per
      share.





During
      the three months ended June 30, 2006, the Company issued 2,190,000 shares of
      common stock through a private placement offering for cash at $0.50 per share
      for net cash proceeds of $1,095,000. During the three months ended September
      30,
      2006, the Company issued 246,000 shares of common stock through a private
      placement offering for cash at $0.50 per share for net cash proceeds of
      $123,000. The proceeds are intended to be used for marketing and funding of
      general operations in the next twelve months.





During
      the month of October, 2006 the company issued 3,100,000 shares of stock for
      in
      exchange for three consulting agreements to assist the company in various
      business development and financial advisory services. The consulting agreements
      were with the following: Clearvision International, Inc. 2,000,000 shares,
      Prima
      Worldwide, Inc. 600,000 shares and Kahane Entertainment 500,000
      shares.





On
      August
      14, 2006, Joe Davis, a shareholder of the company, returned 3,095,000 shares
      of
      common stock to the company. The certificate numbers for these shares of stock
      were cancelled to be issued to other shareholders


with
      different certificate numbers.




13
 
 **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**


**Note
      7: Stockholders’ Equity - continued**





On
      February 19, 2007 the Company issued 700,000 shares of restricted common stock
      at $0.50 per share for the acquisition of the Intangible assets of
      icelounge.com, Inc.





**Note
      8: Stock Options:** Under
      the
      terms of the 2006 Equity Compensation Plan incentive stock options,
      non-qualified stock options and other stock based awards may be granted to
      employees, non-employees, directors, consultants and advisors to purchases
      up to
      an aggregate of 4,000,0000 shares of the Company’s common stock. As of December
      31, 2006 there were 1,895,000 shares outstanding under this plan at an exercise
      rate of $0.50 a share. 1,495,000 outstanding shares were issued to Directors
      and
      Advisors of the Company pursuant to contracts and are vested in equal parts
      over
      three years. 400,000 outstanding shares were issued to key employees and
      consultants and are vested in one year of issuance.







14
 
 **Associated
          Media Holdings, Inc.**
 **(A
          Development Stage Company)**
 **Notes
          to the Financial Statements**


A
      summary
      of the status of the Company's stock option plans as of June 30, 2007 and 2006,
      and the changes during the years are presented below:




WeightedAverageNumber
                  of
              
              ExerciseShares
              
              PriceOutstanding
                  at July 1, 2006
              
              
              -
              
              
              -Options
                  granted - 2006
              
              
              1,895,000
              
              
              0.5Options
                  granted - 2007
              
              
              40,000Options
                  exercised - 2006/2007
              
              
              -
              
              
              -Options
                  cancelled - 2006/2007
              
              
              -
              
              
              -Outstanding
                  at June 30, 2007
              
              $
              1,935,000
              
              $
              0.50Exercisable
                  at June 30, 2007
              
              $
              -
              
              $
              -





The
      following table summarizes information concerning outstanding and exercisable
      options at June 30, 2007:





Options
                  Outstanding
              
              
              
              
              
              Options
                  ExercisableNumber
                  Outstanding
              
              Weighted
                  Average Remaining Contractual Life in years
              
              Weighted
                  Average Exercise Price
              
              Number
                  Exercisable
              
              Weighted
                  Average Exercise Price1,495,000
              
              
              2.5
              
              $
              0.50
              
              
              -
              
              $
              0.50400,000
              
              
              2.5
              
              $
              0.50
              
              
              -
              
              $
              0.5040,000
              
              
              2.5
              
              $
              0.50
              
              
              -
              
              $
              0.50


15





**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**





**Note
      9: Related Party Transactions**





On
      December 1, 2005, the Company entered into a consulting agreement with
      Clearvision, Inc., whose president is a shareholder of the Company. Clearvision,
      Inc. is to provide marketing and business consulting for a term of twelve months
      commencing on December 1, 2005. The fees associated with this agreement total
      $30,000. As of June 30, 2007 and June 30, 2006, the total prepaid amount
      associated with this consulting agreement is $0 and $12,500,
      respectively.





On
      October 16, 2006 the Company entered into another consulting agreement with
      Clearvision, Inc. Clearvision, Inc. was issued 2,000,0000 shares of stock in
      exchange for Clearvision’s agreement to (i) develop and identify at least one
      celebrity spokesperson who will make appearances on the Company’s behalf; (ii)
      develop strategic alliances with business and industry partners behalf of the
      Company to enhance or further advance the Company’s business; and (iii) develop
      marketing strategies, techniques, methods, procedures and materials as needed
      for continued advancement of the Company’s corporate mission statement.
      Specifically, the consulting agreement requires Clearvison to produce for the
      Company the following media: television news spotlights, video news releases,
      a
      corporate video, a tradeshow loop presentation, internet streaming video, a
      newspaper feature, and a radio news release. The agreement includes
      Clearvision’s guarantee of significant media placement of the foregoing
      productions on major media networks in many of the top markets. In light of
      the
      significant compensation being paid by the Company to Clearvision, Clearvision
      will be responsible for compensating directly any celebrity spokesperson
      retained on the Company’s behalf. and to provide business consulting and media
      related services in relation to Company’s launch of its fundraising campaign. As
      of June 30, 2007 and June 30, 2006 the total prepaid amount associated with
      this
      consulting agreement is $1,000,000 and $0 respectively.





On
      December 22, 2006 the Company received a $10,000 loan from each of their
      officers, Darryl Franklin, William Nosal and Raymond Ibe. The agreement requires
      the Company to repay the principal amount and interest which is to accrue at
      prime plus one percent. The due date of the loans are the earlier of Lender’s
      demand or December 22, 2007 or January 10, 2008.





During
      the quarter ending March 31, 2007 the Company received several loans totaling
      $210,000 from Joe Davis, Inc., whose president and owner is a shareholder of
      the
      Company. The loans are unsecured, interest is prime plus one percent, and
      principal and interest is payable on the earlier of the Lender’s demand of
      twelve months from the date of each individual loan.





16





**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**








**Note
      10: Operating Lease**





On
      February 28, 2006, the Company entered into a lease agreement to lease office
      space at 5150 E. Pacific Coast Highway, Suite 300, Long Beach, California,
      90804. The term of the lease is for 24 months commencing March 1, 2006 and
      expires on February 28, 2008. The Company pays $4,708 per month for a 2,354
      square foot office, through February 28, 2007 at which point the monthly rent
      increases to $4,849.24 throughout the remainder of the lease term. Rent expense
      incurred for the six months ended June 30, 2007 and June 30, 2006 were, $37,745
      and $25,159, respectively. Rent expense is included in General and
      Administrative Expenses on the Statement of Operations.





Total
                  Lease Commitments:
              
              
              
              June
                  30,Year
              
              20072007
              
              
              29,0952008
              
              
              9,6982009
              
              
              -2010
              
              
              -2011
              
              
              -Thereafter
              
              
              
              
              
              -Total
              
              
              
              
              $
              38,793.00








**Note
      11: New Technical Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments,” which allows the preparer of financial statements to
      elect fair value measurement of a financial instrument at time of acquisition,
      issuance, or a remeasurement event so that similar instruments are accounted
      for
      similarly regardless of their form. This applies to all financial instruments
      acquired or issued by the entity beginning fiscal year 2007.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets,” which requires all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable. This applies
      to
      any future servicing assets and servicing liabilities beginning fiscal year
      2007.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, whose
      purpose is to increase consistency and comparability of fair value estimates
      by:
      defining fair value, establishing a framework for measuring fair value; and
      expanding disclosure of fair value measurements. The pronouncement applies
      to
      other accounting pronouncements that require or permit fair value measurements.
      The statement emphasizes that fair value is a market based measurement other
      than a entity based. This applies to all financial instruments acquired or
      held
      by the Company beginning in fiscal 2008.











17











**Associated
      Media Holdings, Inc.**


**(A
      Development Stage Company)**


**Notes
      to the Financial Statements**








**Note
      11: New Technical Pronouncements - continued**





In
      September 2006, the FASB issued SFAS No. 158, “Employer’s Accounting for Defined
      Benefit Pension and Other Postretirement Plan”, whose purpose is to improve
      financial reporting by requiring an employer to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur. The Statement also requires employers to measure the funded
      status of a plan as of the date of its year-end statement of financial position,
      with limited exception. An employer with publicly traded equity securities
      is
      required to initially recognize the funded status of a defined benefit
      postretirement plan and to provide the required disclosures as of the end of
      the
      fiscal year ending after December 15, 2006.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment of FASB
      No.
      115”, whose purpose is to improve financial reporting by providing entities with
      the opportunity to mitigate volatility in reporting caused my measuring related
      assets and liabilities differently without having to apply complex hedge
      accounting provisions. This Statement is effective for Fiscal Years beginning
      after November 15, 2007.





**Note
      12: Subsequent Events**





From
      July
      1, 2007 through August 15, 2007 the Company received $12,000 in loans from
      Joe
      Davis, Inc. The agreement requires the Company to repay the principal amount
      and
      interest which is to accrue at prime plus one percent. The notes are payable
      upon the earlier of the Lender’s demand or one year from the date of each
      individual note.








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





*Statements
      made in this Report on Form 10-QSB, including without limitation this
      Management's Discussion and Analysis of Financial Condition and Operations,
      other than statements of historical information, are forward looking statements
      within the meaning of Section 27A of the Securities Act of 1933, as amended,
      and
      Section 21E of the Securities Exchange Act of 1934, as amended. These
      forward-looking statements may sometimes be identified by such words as "may,"
      "will," "expect," "anticipate," "believe," "estimate" and "continue" or similar
      words. We believe that it is important to communicate our future expectations
      to
      investors. However, these forward-looking statements involve many risks and
      uncertainties. Our actual results could differ materially from those indicated
      in such forward-looking statements as a result of certain factors. We are under
      no duty to update any of the forward-looking statements after the date of this
      Report on Form 10-QSB to conform these statements to actual
      results.*





**Projections
      and forward-looking statements**





This
      Report contains “forward-looking statements.” All statements contained in this
      Report that are not clearly historical in nature are forward-looking, and the
      words “anticipate,” “believe,” “expect,” “estimate,” “plan,” “will,” and similar
      expressions are generally intended to identify forward-looking statements.
      Given
      the early stage of our Company, most of the statements made herein are
      forward-looking. All forward-looking statements (including statements regarding
      future financial and operating results) involve risks, uncertainties and
      contingencies, including the risks described herein, which may cause actual
      results, performance, or achievements to differ materially from anticipated
      results, performance, or achievements. Except as may be required by applicable
      law, we are under no obligation to (and expressly disclaim any such obligation
      to) update or alter forward-looking statements, whether as a result of new
      information, future events or otherwise.


18





**Overview**





We
      are a
      development stage company that launched to consumers in April 2006 and since
      then have been offering media content and personalization products for mobile
      phones, smart phones, personal digital assistants (PDA’s) and other handheld
      wireless devices under the brand name Ignition through our online store and
      social networking websites located at www.ignition.tv (the “Ignition Website”).
      Since inception, we have had only nominal revenues. Our auditors
      have raised substantial doubt about our ability to continue as a going
      concern due to recurring losses from operations. In light of the lack of capital
      needed to support our overhead and operations, management, in addition to
      seeking capital for our existing business, is exploring strategic options for
      the Company, including a sale of assets or merger with another company.





Our
      business model is to distribute our content through wireless carriers in North
      America and content aggregators (wholesalers, who in turn have relationships
      with carriers). Earlier this year, we started to offer business-to-business
      mobile marketing consulting and related services to some of the companies that
      license content to us, as well as other potential clients. As part of those
      services, we advise our clients on how mobile services and technology can assist
      them in their marketing, advertising and promotional activities and, in some
      cases, we provide mobile services, such as text messaging capabilities, as
      part
      of their marketing, advertising and promotional activities.





Our
      revenue model is driven by fees paid by consumers for mobile media content
      and
      personalization products, advertising revenues and revenues from
      business-to-business consulting and services. Fees from the sale or license
      of
      mobile content may be collected by carriers, our distribution partners, directly
      by us, or some combination thereof. Business-to-business fees and charges are
      collected directly by us. In the case of the sale or license of mobile content,
      a significant percentage of revenue is shared with the wireless carrier and
      any
      technology and/or distribution partner. Those percentages vary on a case-by-case
      basis and are dependent on the applicable agreement(s).





Our
      mobile content is sold for a download fee. The download fee model is based
      on a
      single fee per downloaded content or bundle of content. Download fees are
      assessed on a per download basis for each item of content downloaded to a
      consumer’s wireless handset. Some of the download features will have expirations
      based on time. Our business model also contemplates earning revenue from paid
      advertising based on page views on the community pages of the Ignition Website.





In
      addition, we have worked with the companies from whom we have licensed branded
      content to create co-branded promotions and services, some of which have been
      for free to the brand and consumer and some of which have generated revenue
      from
      the relevant brand. We believe that companies with action sports related brands
      are only now recognizing the potential impact that mobile functionality can
      have
      on their marketing activities. There is an education process involved in the
      selling of our services and distribution potential, and relationships
      historically have started with one or more small (in both revenue and scale)
      test promotions. A further challenge to establishing and growing those
      relationships is that mobile marketing remains a relatively new channel for
      these companies and they generally do not have significant budgets allocated
      to
      it. We believe that, as a relationship progresses, mobile marketing will be
      included in marketing budget planning, however that is a process that takes
      place over time. In addition to that challenge, we have discovered through
      the
      programs we have undertaken certain issues with the underlying technology we
      use
      to deliver the mobile marketing services. Those issues have necessitated some
      scaling back of sales activities of those services while we continue to
      investigate robustness of service and possible alternative providers with better
      options. These issues are not unique to us and the operation of our business
      but
      require resolution to ensure both the confidence of us and our potential clients
      that the services we offer deliver what is bargained for. Based on our
      experience and knowledge thorough investigation of alternative provider options
      is an absolute necessity which takes time and effort to avoid merely moving
      from
      one set of issues to another. The Company operates a number of community
      websites located at each of “ignitionsurf.com,” “ignitionmx.com,”
“ignitionsnow.com,” and “ignitionbmx.com.” Users of those sites register and can
      upload videos and photographs and can interact with other members. Revenue
      from
      these community websites is generated through advertising.


19





**Outlook**





Our
      single biggest and most immediate challenge has been the shortage of operating
      capital. At this point of operations, that challenge overshadows any and all
      others. Management has devoted significant time and energy since its last
      private placement in the second quarter of 2006 to seeking additional operating
      capital from a number of qualified investors, but to date those discussions
      have
      not resulted in any binding agreements. We have continued to operate by way
      of
      cutting costs and scaling back discretionary spending. That cost cutting has
      reached the point where the continuation of day-to-day business has been
      seriously curtailed. Employees have resigned and the employee directors are
      conducting business assisted by ad hoc consultants on an as needed basis. The
      shortage of operating capital is seriously affecting all areas of the business
      and as of the filing of this Report we have less than one month of operating
      capital on hand based on the current scaled-down operations. We will not be
      able
      to meet management payroll. Those circumstances make the task of trying to
      raise
      additional capital even more difficult. As of the filing of this Report, it
      is
      not likely that additional funding will be raised before cash on hand is
      exhausted. Accordingly, management and the Board are considering other strategic
      alternatives, including a sale of assets or merger with another
      company.





Our
      management team has at various times deferred salary (which has been accrued
      as
      a liability on our balance sheet) and has previously made loans to the Company.
      Joe Davis, Inc., an affiliate of Clearvision International, Inc., our largest
      shareholder, and affiliates of Joe Davis, Inc., have made additional unsecured
      bridge loans. The Company has also delayed paying creditors in an effort to
      preserve our limited resources. Those efforts have not resulted in the Company
      to being able to meet payment obligations without the infusion of further
      capital. If we do not succeed in raising more capital, we will be required
      to
      cease operations and see strategic alternatives, since we currently cannot
      sustain operations from current income.





In
      summary, we believe that any ability to operate the business and grow revenues
      is contingent upon raising additional capital to conduct business activities.
      Notwithstanding any optimism management may have about the desirability of
      our
      content, the growth of distribution opportunities, the market for the
      business-to-business ** mobile
      marketing consulting and services, and the development of new verticals and
      areas of business, without additional capital we cannot sustain our business
      with internally generated cash flow and/or profitability.





**Liquidity
      and Capital Resources**





We
      have
      funded our operations through $1,590,000 in private placements of our common
      stock to accredited investors and bridge loans from Joe Davis, Inc., and its
      affiliates (including Joe Davis personally and Clearvision Inc., one of our
      principal stockholders) and, to a lesser extent, management. As of June 30,
      2007, the principal amount outstanding under the bridge loans was $525,000,
      of
      which $465,000 is owed to Joe Davis, Inc, $15,000 is owed to an individual
      investor and, $45,000 is owed to members of management. The bridge loans bear
      interest at prime plus one percent and are payable on the earlier of the
      lenders’ demand or one year from the date of the loan.




As
      of
      June 30, 2007, we had nominal cash. Our operating expenses are currently
      approximately $218,153 per month, although we cannot satisfy those expenses
      based on our current cash balances. We believe we can satisfy our current cash
      requirements only through raising additional funds and using shares of our
      common stock, where appropriate, in exchange for services.





At
      the
      date of this Report, we are continuing to incur losses. We used capital of
      approximately $410,696 during the three-month period ended June 30, 2007 to
      fund
      operations. Without further infusions of operating capital, cash on hand will
      be
      exhausted by the end of August 2007.





We
      do not
      have any material commitments for capital expenditures as of June 30,
      2007.





Management
      is exploring all options for preservation of shareholder value in the Company,
      including a sale of assets or merger with another company.





Our
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts nor to amounts
      and
      classification of liabilities that may be necessary should we be unable to
      continue as a going concern.


20




**Results
      of Operations**





We
      had
      revenues of $20,355 for the three-month period ended June 30, 2007. This
      compares to no revenues in the same quarter of 2006, which was our first quarter
      of post-launch operations.





Our
      net
      losses during the three-month period ended June 30, 2007 were $410,996, or
      $
      (0.1) per common share, compared to a net loss of $440,418 or $ (0.1) per common
      share during the three-month period ended June 30 2006.





Cost
      of
      revenues for the three-month period ended June 30, 2007 were $387,291 compared
      to cost of revenues for the three-month period ended June 30, 2006 of $486,402.
      Direct costs of revenues were primarily overhead and salaries, and, to a lesser
      extent, technology expenses, design costs and limited promotional and marketing
      expenditures. In addition, we incurred and continue to incur significant
      professional fees and expenses associated with becoming and maintaining being
      a
      publicly reporting company. Royalty costs to owners of content licensed to
      us
      average twenty percent of net receipts derived from the sale of that
      content.




As
      of
      June 30, 2007, we had three employees, who also remain as directors. We also
      engage a number of consultants and outside contractors.





As
      of
      June 30, 2007, we had an accumulated deficit of $(3,277,664) and working capital
      deficit of $(1,236,346).





**Off-
      Balance Sheet Arrangements**





The
      Company did not have any off -balance sheet arrangements as of the fiscal period
      ended June 30, 2007.





**Material
      Commitments for Capital Expenditures**





There
      presently exist no material commitments to outside vendors for capital
      expenditures.





**Critical
      Accounting Policies**





We
      base
      our discussion and analysis of financial condition and results of operations
      on
      our financial statements which have been prepared in accordance with United
      States Generally Accepted Accounting Principles.  Certain of our accounting
      policies require the application of significant judgment by management in
      selecting the appropriate assumptions for calculating financial estimates.
       By their nature, these judgments are subject to an inherent degree of
      uncertainty and actual results could differ materially from these estimates.
       The Company’s significant accounting policies include:




***Income
      tax:*** The
      Company uses the asset and liability method of accounting for income taxes
      pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and
      liability method of SFAS 109, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to temporary differences between
      the financial statements carrying amounts of existing assets and liabilities
      and
      their respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or
      settled.




**Accounts
      Receivable:** Accounts
      receivable are reported at the amount management expects to collect from
      outstanding balances. Differences between the amount due and the amount
      management expects to collect will be reported in the results of operations
      of
      the year in which those differences are determined, with an offsetting entry
      to
      a valuation allowance for accounts receivable. Balances which are still
      outstanding after management has used reasonable collection efforts will be
      written off through a charge to the valuation allowance and a credit to accounts
      receivable.





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**Financial
      Instruments:** The
      Company believes the carrying amount of cash, accounts receivable and other
      current assets, accounts payable and accrued expenses approximates fair value
      due to their short maturity. The Company also believes the carrying amount
      of
      the Company’s long term assets and liabilities approximates fair
      value.





**ITEM
      3. CONTROLS AND PROCEDURES**





**Controls
      and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer, we conducted an evaluation of our disclosure
      controls and procedures, as such term is defined under Rule 13a-15(e)
      promulgated under the Securities Exchange Act of 1934, as amended. Based on
      this
      evaluation, our principal executive officer concluded that our disclosure
      controls and procedures were effective to enable us to record, process,
      summarize and report information required to be included in the Company’s
      periodic SEC filings and annual proxy statement within the required time period.





There
      have been no changes in our internal control over financial reporting that
      occurred during the quarter ended June 30, 2007, that have materially affected,
      or are likely to materially effect, our internal control over financial
      reporting.


22


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




**ITEM****2.********UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





There
      were no option grants or unregistered sales of equity securities by the Company
      during the quarter ended June 30, 2007.





**ITEM****5.********EXHIBITS**





The
      exhibits to this form are listed in the attached Exhibit Index.


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**SIGNATURES**





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





/s/
                  Darryl FranklinDate:
                  August 20, 2007
              Name:
                  Darryl FranklinTitle:
                  Principal Executive Officer and Principal Financial
                  Officer





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**EXHIBIT
      INDEX**





Exhibit
      31.1 - Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer


Exhibit
      31.2 - Rule 13a-14(a)/15d-14(a) Certification by Principal Financial
      Officer


Exhibit
      32.1 - Section 1350 Certification by Chief Executive Officer and Principal
      Financial Officer


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