**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-QSB/A**




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


Exchange
      Act of 1934




For
      the
      quarterly period ended March 31, 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
              of
                incorporation or organization)
            
            (I.R.S.
                Employer
              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 xNo 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 April 30, 2007.





Transitional
      Small Business Disclosure Format (check one): Yes oNo 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.
              
              Consolidated
                  Financial Statements
              
              F-1Condensed Consolidated
                  Balance Sheet as of March 31, 2007 (unaudited)
              
              F-2Condensed
                  Consolidated Statements of Operations for the Three Months Ended
                  March 31,
                  2007 and 2006 and from Date of Inception (June 21, 2004) to March
                  31, 2007
                  (unaudited)
              
              F-3Condensed
                  Consolidated Statements of Cash Flows for the Three Months Ended
                  March 31,
                  2007 and 2006 and from Date of Inception (June 21, 2004) to March
                  31, 2007
                  (unaudited)
              
              F-5Notes
                  to Financial Statements (unaudited)
              
              F-6Item
                  2.
              
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              3Item
                  3.
              
              Controls
                  and Procedures
              
              7**Part
                  II**
              
              **Other
                  Information**Item
                  6.
              
              Exhibits
              
              7Signatures
              
              Signatures
              
              8




2




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




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


**Associated
          Media Holdings, Inc.**
 
 **(A
          Development Stage Company)**
 
 Consolidated
          Financial Statements for the Period Ended
 
 March
          31,
          2007 and March 31, 2006
 (unaudited)
 
 F-1
  **Associated
          Media Holdings, Inc.**
 **(A
          Development Stage Company)**
 **Balance
          Sheet**
 (unaudited)
 **Assets**March
                    31,2007Current
                    AssetsCash
                
                $
                -Accounts
                    Receivable
                
                
                30,000Prepaid
                    expenses
                
                
                6,000Total
                    Current Assets
                
                
                36,000Property
                    & Equipment, net of accumulated depreciation of
                    $17,767
                
                
                52,513Other
                    AssetsDeposits
                
                
                20,000Intangible
                    assets, net of accumulated amortization of $11,315
                
                
                392,911Total
                    Other Assets
                
                
                412,911Total
                    Assets
                
                $
                501,424**Liabilities
                    & Stockholders’ Deficit**Current
                    LiabilitiesAccounts
                    payable and accrued liabilities
                
                $
                333,920Accrued
                    compensation payable
                
                
                272,014Notes
                    Payable
                
                
                255,000Total
                    Current Liabilities
                
                
                860,934Total
                    Liabilities
                
                
                860,934Commitments
                
                
                -Stockholders’
                    DeficitCommon
                    Stock, $0.00025 par value, 100,000,000 sharesauthorized,
                    43,961,000 shares issued and outstanding
                
                
                10,902Additional
                    paid in capital
                
                
                3,488,324Prepaid
                    expense (stock related)
                
                
                (1,000,000
                )Accumulated
                    deficit during development stage
                
                
                (2,858,736
                )Total
                    Stockholders’ Deficit
                
                
                (359,510
                )Total
                    Liabilities & Stockholders’ Deficit
                
                $
                501,424
  The
        accompanying notes are an integral part of these consolidated financial
        statements
  F-2
 
 **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company )**
 **Consolidated
        Statements of Operations**
 **For
        the quarters ended March 31, 2007 and 2006**
 (unaudited)
  June
                  21, 2004(Date
                  ofFor
                  the Three Months Ended
              
              Inception
                  ) toMarch
                  31,
              
              March
                  31,2007
              
              2006
              
              2007Revenue
              
              $
              9,098
              
              $
              -
              
              $
              51,648Operating
                  ExpensesAmortization
                  & depreciation
              
              
              15,039
              
              
              905
              
              
              29,192Consulting
                  expense
              
              
              42,724
              
              
              39,675
              
              
              1,037,381General
                  and administrative
              
              
              84,590
              
              
              50,779
              
              
              450,702Marketing
              
              
              16,887
              
              
              12,920
              
              
              171,691Professional
                  fees
              
              
              45,286
              
              
              52,466
              
              
              320,906Compensation
                  expense
              
              
              167,188
              
              
              147,886
              
              
              851,559Website
                  development
              
              
              8,000
              
              
              36,728
              
              
              195,456Total
                  Operating Expenses
              
              
              379,714
              
              
              341,359
              
              
              3,056,887(Loss)
                  from operations before otherincome
                  and (expense)
              
              
              (370,616
              )
              
              (341,359
              )
              
              (3,005,239
              )Other
                  Income (Expenses)Other
                  income
              
              
              30,000
              
              
              10,000
              
              
              150,000Interest
                  expense
              
              
              (3,497
              )
              
              (216
              )
              
              (3,497
              )Total
                  Other Income (Expenses)
              
              
              26,503
              
              
              9,784
              
              
              146,503Loss
                  before income tax expense
              
              
              (344,113
              )
              
              (331,575
              )
              
              (2,858,736
              )Income
                  tax expense
              
              
              -
              
              
              -
              
              
              -Net
                  Income (loss)
              
              $
              (344,113
              )
              $
              (331,575
              )
              $
              (2,858,736
              )Basic
                  (Loss) per share
              
              $
              (0.01
              )
              $
              (0.01
              )Weighted
                  Average Number ofshares
                  outstanding
              
              
              43,337,712
              
              
              40,520,000
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements


F-3
  **Associated
        Media Holdings, Inc.**
 (A
        Development Stage Company
        )
 **Consolidated
        Statements of Stockholders’ Deficit**
 **From
        June 21, 2004 (Date of Inception) through March 31, 2007**
  DeficitAdditional
                
                DuringCommon
                    Stock
                
                Paid
                    in
                
                Development
                
                PrepaidShares
                
                Amount
                
                Capital
                
                Stage
                
                Expenses**Balance,
                    June 21, 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 12/31/04**
                
                
                
                
                
                
                
                
                
                
                
                (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 private****placement
                    at $1.00 per share**
                
                
                **300,000**
                
                
                **75**
                
                
                **299,925****Net
                    loss during the period ended 12/31/05**
                
                
                
                
                
                
                
                
                
                
                
                (178,031
                )
 Balance,
                    December 31, 2005
                
                
                40,520,000
                
                
                10,130
                
                
                371,870
                
                
                (250,031
                )Issuance
                    of additional shares to existingInvestor
                    pursuant to an anti dilutionagreement.
                
                
                300,000
                
                
                75
                
                
                (75
                )Shares
                    issued in a privateplacement
                    at $0.50 per share
                
                
                2,436,000
                
                
                609
                
                
                1,217,391Shares
                    issued for services at $0.50 a share
                
                
                1,100,000
                
                
                275
                
                
                549,725Shares
                    issued for prepaid services at $0.50per
                    share
                
                
                2,000,000
                
                
                500
                
                
                999,500
                
                
                
                
                
                (1,000,000
                )Cancellation
                    of shares
                
                
                (3,095,000
                )
                
                (774
                )Net
                  loss during the year ended 12/31/06
                
                
                
                
                
                
                
                
                
                
                
                (2,264,592
                )Balance,
                    December 31, 2006
                
                
                43,261,000
                
                
                10,815
                
                
                3,138,411
                
                
                (2,514,623
                )
                
                (1,000,000
                )Shares
                    issued for acquisitionof
                      icelounge.com, Inc.700,000
                
                
                175
                
                
                349,825Net
                    loss during the quarter ended 3/31/07
                
                
                
                
                
                
                
                
                
                
                
                (344,113
                )Balance, March
                    31, 2007 (unaudited)
                
                
                43,961,000
                
                
                10,990
                
                
                3,488,236
                
                
                (
                    2,858,736
                )
                
                (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 then issued.
  
 The
        accompanying notes are an integral part of these consolidated financial
        statements
  F-4
  **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Statements
        of Cash Flows**
 (unaudited)
  For
                    the Three Months Ended
                  March
                    31,
                
                June
                    21, 2004
                  (Date
                    of
                  Inception)
                    to2007
                
                2006
                
                March
                    31, 2007Cash
                    flows (used) in operating activities:Net
                    loss for the year
                
                $
                (344,113
                )
                $
                (331,575
                )
                $
                (2,858,736
                )Changes
                    in non-cash working capital itemsrelated
                    to operations:Amortization
                    & depreciation
                
                
                15,039
                
                
                905
                
                
                29,083Common
                    stock issued for services
                
                
                -
                
                
                
                
                
                550,000Changes
                  in operating assets and liabilities:(Increase)
                    Decrease in accounts receivable
                
                
                (10,000
                )
                
                -
                
                
                (30,000
                )(Increase)
                    Decrease in prepaid expense
                
                
                15,000
                
                
                22,000
                
                
                (6,000
                )(Increase)
                    Decrease in deposit
                
                
                
                
                
                (20,000
                )
                
                (20,000
                )Increase
                    (Decrease) in accounts payable and accruedliabilities
                
                
                69,112
                
                
                59,581
                
                
                333,921Increase
                    (Decrease) in accrued compensation payable
                
                
                74,962
                
                
                85,863
                
                
                272,014Net
                    cash (used) in operating activities
                
                
                (180,000
                )
                
                (183,226
                )
                
                (1,729,718
                )Cash
                    flows (used) in investing activities:Acquisition
                    of icelounge.com, Inc.
                
                
                (45,000
                )
                
                
                
                
                (45,000
                )Purchase
                    of property & equipment
                
                
                -
                
                
                (31,299
                )
                
                (70,282
                )Net
                    cash (used) in investing activities
                
                
                (45,000
                )
                
                (31,299
                )
                
                (115,282
                )Cash
                    flows provided in financing activities:Proceeds
                    from issuance of note payable
                
                
                225,000
                
                
                75,000
                
                
                480,000Repayment
                    of note payable
                
                
                -
                
                
                -
                
                
                (225,000
                )Proceeds
                    from issuance of common stock
                
                
                -
                
                
                -
                
                
                1,590,000Net
                    cash provided in financing activities
                
                
                225,000
                
                
                75,000
                
                
                1,845,000Net
                    increase in cash during the year
                
                
                -
                
                
                (139,525
                )
                
                -Cash,
                    beginning of year
                
                
                -
                
                
                169,101
                
                
                -Cash,
                    end of year
                
                $
                0
                
                $
                29,576
                
                $
                -Supplementary
                    Disclosure of Cash Flow InformationCash
                    paid for:Interest
                
                $
                3,497
                
                $
                -
                
                $
                3,497Income
                    Taxes
                
                $
                
                
                $
                -
                
                $Non-cash
                    financing activities:Common
                    stock issued for prepaid expenses
                
                $
                
                
                $
                -
                
                $
                1,000,000Common
                    stock issued for services
                
                $
                
                
                
                -
                
                $
                550,000
  The
        accompanying notes are an integral part of these consolidated financial
        statements
  F-5
  **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.
 On
        February 19, 2007, the Company issued 700,000
        shares of common stock, and paid $45,000 in cash to acquire icelounge.com,
        Inc.
  **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.
  On
        February 19, 2007, the Company issued 700,000 shares
        of common stock, and paid $45,000 in cash to acquire icelounge.com, Inc. 
The total acquisition value was $395,000 which has been allocated to intangible
        assets and will be over a period of 10 years.
  F-6
  **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.
 
 
 **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 March 31, 2007 consists of the following and are recorded
        at
        cost:
 
 March
                  31,2007(unaudited)Audio
                  visual equipment
              
              $
              23,074Computer
                  equipment
              
              
              27,789Furniture
                  & fixtures
              
              
              19,418Total
                  Fixed Assets
              
              $
              70,281Accumulated
                  depreciation
              
              
              (17,767Net
                  Fixed Assets
              
              $
              52,513
 
 F-7
  **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 $12,836 and $0 for the twelve months
        ended December 31, 2006 and 2005, 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 quarters ended March 31, 2007 and 2006 totaled
        $11,107 and $250, 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 did not have any
        outstanding stock options for the year ended December 31, 2005. 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.
 
 F-8
  **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 2006 and 2005, respectively, because their inclusion
        would have been anti-dilutive.
 
 For
                  the Three Months Ended
                March
                  31,2007
              
              2006Basic
                  earnings per share:Net
                  (loss) (numerator)
              
              $
              (344,113
              )
              $
              (331,575
              )Weighted
                  average number of shares outstanding - basic (denominator)
              
              
              43,337,712
              
              
              40,520,000Per
                  share amount
              
              $
              (0.01
              )
              $
              (0.01
              )
  **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 $2,858,736 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.
 
 **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 $45,000 cash, the Company acquired
        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 quarters ended March 31, 2007 and 2006 is $11,107
        and $250, respectively
  F-9
  **Associated
        Media Holdings, Inc.**
 **(** **A
        Development Stage Company** **)**
 **Notes
        to the Financial Statements**
 
 **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 March 31, 2007 and 2006 are
        as
        follows:
  2007
              
              2006Deferred
                  tax asset:Net
                  operating loss carryforward
              
              $
              971,970
              
              $
              197,746Valuation
                  allowance
              
              
              (971,970
              )
              
              (197,746
              )$
              -
              
              $
              -
  The
        components of income tax expense are as follows:
  2007
              
              2006Current
                  federal tax
              
              $
              -
              
              $
              -Current
                  state tax
              
              
              -
              
              
              -Change
                  in NOL benefit
              
              
              (116,998
              )
              
              112,736Change
                  in allowance
              
              
              116,998
              
              
              (112,736
              )$
              -
              
              $
              -
  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 March
        31, 2007 and 2006, the accrued compensation balance was $272,014 and $157,529,
        respectively.
  F-10
  **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**
 
 **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.
 
 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.
 
 During
        the year ended December 31, 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.
 
 On
        February 19, 2007 the Company issued 700,000 shares of restricted common
        stock
        at $0.50 per share for the acquisition of icelounge.com, Inc.
 
 F-11
  **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**
 
 **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 a year of issuance
 
 A
        summary
        of the status of the Company's stock option plans as of March 31, 2007, and
        the
        changes during the years are presented below:
 
 WeightedAverageNumber
                  of
              
              ExerciseShares
              
              PriceOutstanding
                  at January 1, 2007
              
              
              1,895,000
              
              
              0.50Granted
                  January 1, 2007 - March 31, 2007
              
              
              -
              
              
              -Exercised
                  January 1, 2007 - March 31, 2007
              
              
              -
              
              
              -Cancelled
                  January 1, 2007 - March 31, 2007
              
              
              -
              
              
              -Outstanding
                  at March 31, 2007 (unaudited)
              
              $
              1,895,000
              
              $
              0.50Exercisable
                  at March 31, 2007 (unaudited)
              
              $
              -
              
              $
              -
  The
        following table summarizes information concerning outstanding and exercisable
        options at March 31, 2007:
  Options
                  Outstanding
              
              
              
              Options
                  ExercisableRange
                  of
                Exercise
                  Price
              
              Number
                Outstanding
              
              Weighted
                  Average Remaining Contractual Lifein
                  years
              
              Weighted
                  AverageExercise
                  Price
              
              Number
                Exercisable
              
              Weighted
                  AverageExercise
                  Price$
              0.50
              
              
              1,495,000
              
              
              1.5
              
              $
              0.50
              
              
              -
              
              $
              0.50$
              0.50
              
              
              400,000
              
              
              1.0
              
              $
              0.50
              
              
              -
              
              $
              0.50
  F-12
  **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 December 31, 2006 and December 31, 2005, the total prepaid
        amount
        associated with this consulting agreement is $0 and $27,500,
        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 December 31, 2006 the total prepaid amount associated with this consulting
        agreement is $1,000,000
 
 On
        December 22, 2006 the Company received a $10,000 loan and on January 10,
        2007 a
        $5,000 loan from each of their officers, Darryl Franklin, William Nosal and
        Raymond Ibe. The agreements require the Company to repay the principal amount
        and interest which is to accrue at prime plus one percent. The due dates
        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., and
        it’s
        affiliates (including Clearvision, a principal stockholder of the
        Company). The loans are unsecured, interest is prime plus one percent and
        principal and interest is payable on the earlier of the lenders demand or
        twelve
        months from the date of each individual loan.  Total accrued interest at
        March 31, 2007 is $3,414.
 
 F-13
  **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 periods ended March 31, 2007 and March 31, 2006 were,
        $15,348 and $0, respectively.
 
 Total
                  Lease Commitments:
              
              
              
              March
                  31Year
              
              20072007
              
              
              43,6432008
              
              
              9,6982009
              
              
              -2010
              
              
              -Thereafter
              
              
              -Total
              
              $
              53,341
 
 **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.
 
 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.
 
 F-14
  **Associated
        Media Holdings, Inc.**
 **(A
        Development Stage Company)**
 **Notes
        to the Financial Statements**
 
 
 **Note
        12: Subsequent Events**
 
 From
        April 1, 2007 through May 16, 2007 the Company received $90,000 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.
 **Note
          13: Business Combination**
 
 As
          discussed in Note 4, on February 19, 2007, the Company issued 700,000 shares
          of
          common stock, and paid $45,000 in cash to acquire the assets of icelounge.com,
          Inc. The total acquisition value was $395,000, which has been allocated
          to
          intangible assets and will be amortized over a period 10 years.
 F-15


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





**Projections
      and forward-looking statements**





This
      Quarterly Report on Form 10-QSB 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 and in the Company’s Registration Statement on Form SB-2/A
      filed on February 9, 2007, 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.





**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.





We
      earn
      revenue by distributing our content through wireless carriers in North America
      and content aggregators (wholesalers, who in turn have relationships with
      carriers). We have also 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).





Currently,
      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.





We
      also
      earn revenue from paid advertising based on page views on the community pages
      of
      the Ignition Website. While we do book advertising on the Ignition Website
      directly with third party advertisers, a majority of the third party advertising
      is booked through third party advertising booking agencies who receive a
      percentage of revenue based on the terms of our agreement with them.





In
      addition, we have started to work 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.




3




On
      February 19, 2007, we completed the acquisition of certain assets of
      icelounge.com, Inc., a Delaware corporation (“icelounge”), pursuant to an Asset
      Acquisition Agreement dated as of the same date (the “Agreement”). Pursuant to
      the Agreement and pursuant to arm’s length negotiations, the Company issued
      700,000 shares of its common stock and paid aggregate cash consideration of
      $45,000 using its cash on hand.  icelounge.com, Inc. is a Newport Beach,
      California-based company that operated community websites focused on action
      sports enthusiasts. icelounge.com combined its proprietary social networking
      software with consumer generated media to create a membership based community
      of
      action sports participants and fans. The principal assets acquired include
      the
      social networking software and website located at www.icelounge.com (which
      was
      recently renamed www.ignitionsk8.com), the user generated media and content
      and
      the website’s registered users. Prior to the acquisition of the icelounge
      assets, various of the principals of icelounge and their associates provided
      technology consulting and software application development services to us in
      exchange for $87,000, and for the period of six months prior to the closing
      of
      the acquisition, we paid the server hosting bills for the community of
      approximately $600 per month. As part of the software application development
      process, additional communities were launched located at each of
“ignitionsurf.com,” “ignitionmx.com,” “ignitionsnow.com,” and “ignitionbmx.com.”
We acquired all rights in those communities, and the related user generated
      media and content and the websites’ registered users. icelounge generated
      nominal revenues prior to its acquisition.





**Outlook**





Our
      single biggest and most immediate challenge has been the shortage of operating
      capital. 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 agreement. We have continued to operate by way
      of
      cutting costs and scaling back discretionary spending. In particular, we have
      significantly reduced marketing, advertising and promoting the Ignition brand.
      The lack of capital has also delayed the launch of new versions of our various
      websites and online store. In addition, our management team has at various
      times
      deferred salary (which as been accrued as a liability on our balance sheet)
      and
      made loans to the company. Additional bridge loans have been secured from
      Clearvision International, Inc., our largest shareholder, and its affiliates.
      We
      have also delayed paying creditors in an effort to preserve our limited
      resources. If we do not succeed in raising more capital, we may be required
      to
      severely curtail or cease operations, since we currently cannot sustain
      operations from current income.





A
      key
      driver of revenue growth will be the establishment of additional distribution
      partners, including wireless carriers, for our mobile content. The sales cycle
      to establish distribution agreements can average from three to four months
      from
      initiation of discussions to execution of a distribution agreement. Subsequent
      to execution of a distribution agreement, our content must be incorporated
      into
      the partner’s network and then made “live” to end users, which often takes a
      minimum of four to six weeks. Once our content is available for sale to end
      users, we generally have to wait for an accounting and payment from the partner,
      which often doesn’t occur until 60 to 90 days from the end of a quarter. As a
      result of the foregoing, we are not likely to see cash flow from a new
      distribution partner for six to eight months from execution of a distribution
      agreement. Thus, although we have distribution agreements that recently were
      executed or that are pending execution or in various stages of negotiation,
      our
      cash flow challenges are likely to continue in the foreseeable future if we
      are
      unable to raise additional capital.





As
      part
      of our growth plans, we intend to capitalize on the infrastructure and business
      model that we are developing for Ignition by pursuing a similar business model
      focused on other lifestyle segments under different brand names (“new
      verticals”). Although we have not determined the precise lifestyle segments that
      we hope to pursue, we expect that the characteristics of the lifestyle segments
      will be similar to those that underpin the Ignition action sports vertical.
      New
      verticals currently under consideration include, but are not limited to, the
      horror and sci-fi genres, mixed martial arts, and import and car customization
      culture. The characteristics for any new vertical include (i) a strong
“culture,” (ii) a “closed or semi-closed” world not penetrated easily by outside
      commercial interests, (iii) the absence of significant competitors providing
      media content and personalization products focused on the particular lifestyle
      segment for mobile phones, smart phones, PDAs and other handheld wireless
      devices, and (iv) a consumer base measured potentially in the millions of
      consumers. The manner in which we hope to pursue the particular lifestyle
      segment would track the Ignition business model. That is, the media content
      would be sourced from the particular targeted lifestyle segment in question,
      with commensurate presentation and design appearance adjustments to conform
      the
      content offering and community features to the targeted lifestyle segment.
      In
      any new vertical we intend to pursue partners and consultants with deep and
      particularized expertise in the applicable lifestyle segments to provide “inside
      the community” expertise, similar to our approach with Ignition where we, for
      example, secured the involvement of Danny Way, one of the best-known
      skateboarders in the world, Trevor Christ, a former top professional surfer,
      and
      Salman Agah, a former “Thrasher Skater of the Year” and founder of
      icelounge.com. Our long-term objective is to build a collection of targeted
      lifestyle and activity-driven brands under different brand names which meet
      the
      demands of various parties interested in mobile content and services from those
      lifestyles such as carriers, aggregators, consumers, and audio visual
      distributors.




4




In
      summary, we believe that growth in revenues will be contingent upon raising
      additional capital to conduct marketing campaigns, expand into new verticals,
      ramp up our business-to-business mobile marketing services and to allow time
      for
      new distribution partners to generate revenue. Although servicing distribution
      relationships requires manpower to generate, format, manage and electronically
      deliver content to the distributor, we believe our existing manpower and assets
      generally are sufficient. As new verticals are added to our infrastructure,
      it
      is likely that two to three people per vertical will be added to our overhead
      along with ancillary related costs. The same or similar content (but often
      prepared to differing technical format specifications) may be sold into the
      various distribution relationships that we have already
      established.





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, without
      additional capital we do not believe that we can 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 Clearvision
      Inc., one of our principal stockholders) and, to a lesser extent, management.
      As
      of March 31, 2007, the principal amount outstanding under the bridge loans
      was
      $255,000, of which $210,000 is owed to Joe Davis, Inc. 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
      March 31, 2007, we had nominal cash. Our operating expenses are currently
      approximately $110,000 per month, approximately 70% of which is for payroll,
      15%
      of which is for marketing, and 15% of which is for our general operations.
      If we
      raise the amount of financing we seek in a timely manner (discussed below),
      we
      expect that our operating expenses will increase by approximately 30% per month
      as we would increase our scaled-back levels of activity in various areas and
      expand into new verticals. Expansion into new verticals will require a number
      of
      dedicated staff per vertical, some design costs and, upon launch, marketing,
      advertising and promotion costs. 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 $329,000 during the three-month period ended March 31, 2007 to
      fund operations. As noted above, we believe that we will continue to incur
      an
      average cash burn rate of $110,000 per month from operations, and that without
      further funding, our cash balances will fall to levels that will not sustain
      operations at current reduced levels.





We
      do not
      have any material commitments for capital expenditures as of March 31, 2007.





We
      believe we need to raise a minimum of $1,500,000 in additional capital in order
      to fund our existing operating plan over the next twelve months. Depending
      on
      the opportunities with new verticals and the timing of the launches of new
      verticals, we may require additional funding. As stated above, we have no firm
      commitments for such capital. We will also seek long-term financing through
      additional debt or equity financing. Even if we raise additional capital, we
      cannot give any assurance that we can achieve or sustain profitability or that
      our operating losses will not increase in the future.





Our
      auditors have raised substantial doubt about our ability to continue as a
      going concern due to recurring losses from operations. We expect to continue
      to
      have net operating losses until we can expand our sales channels, implement
      our
      marketing efforts and expand our business to business activities. 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.




5




**Results
      of Operations**





We
      had
      revenues of $9,098 for the three-month period ended March 31, 2007. A comparison
      with the same period in 2006 is not meaningful as we launched our products
      and
      the Ignition Website at the beginning of April 2006 and, accordingly, recorded
      no revenue for that quarter.





Our
      net
      losses during the three-month period ended March 31, 2007 were ($344,113),
      or
      ($0.01) per common share, compared to a net loss of ($1,089,842) or ($0.03)
      per
      common share during the three-month period ended December 31, 2006. The net
      loss
      per share was reduced principally because the stock related expenses relating
      to
      launching the company, establishing relationships and financing the Company
      all
      took place primarily in 2006.





Cost
      of
      revenues for the three-month period ended March 31, 2007 were $378,114 compared
      to cost of revenues for the three-month period ended March 31, 2006 of $341,359.
      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 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
      March 31, 2007, we had six employees. We also engage a number of consultants
      and
      outside contractors. In connection with the expansion of our business, and
      subject to the receipt of substantial additional financing, we anticipate that
      we will hire an additional four to eight employees over the next twelve
      months.





We
      anticipate that we will continue to incur net losses for the foreseeable future.
      The extent of these losses will depend, in part, on the amount of growth in
      our
      revenues from consumer acceptance and use of our products and the number of
      wireless mobile carriers and others who agree to distribute our products as
      well
      as decide to use our business-to-business mobile marketing consulting and
      services. As of March 31, 2007, we had an accumulated deficit of $(2,858,736)
      and working capital deficit of $(824,934).





**Off-
      Balance Sheet Arrangements**





We
      did
      not have any off -balance sheet arrangements as of the fiscal period ended
      March
      31, 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:





**Revenue
      Recognition:** Revenues
      and the costs of revenues from services are recognized during the period in
      which the services are provided. We apply 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.






6




***Income
      tax:*** We
      use 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.





**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 March 31, 2007, that have materially affected,
      or are likely to materially effect, our internal control over financial
      reporting.




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




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





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




7


**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.




Date:
              May 31, 2007
            
            /s/ Darryl
              FranklinName:
              Darryl FranklinTitle:
              Principal Executive Officer and Principal Financial
              Officer




8




**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




9