10-Q

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended                        March 31, 2012

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

For the transition period from   to  

Commission File Number:                0-52408

EMERGING MEDIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

201 SOUTH ORANGE AVE., SUITE 1510, ORLANDO, FLORIDA	32810
(Address of principal executive offices)	(Zip Code)

(407) 514-1260

(Registrant's Telephone Number, Including Area Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No o

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

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer    o	Smaller reporting company  x

(Do not check if a smaller reporting company)

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

As of May 11, 2012, there were 25,205,101 shares of Common Stock, $0.001 par value, issued and outstanding.

EMERGING MEDIA HOLDINGS, INC.

INDEX

	Page
Part I.  Financial Information	1
Item 1. Financial Statements.	1
Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011 (unaudited)	2
Consolidated Statements of Operations for the Three months Ended March 31, 2012 and 2011 (unaudited)	3
Consolidated Statement of Stockholders’ Deficiency for the Period Ended March 31, 2012 (unaudited)	4
Consolidated Statements of Cash Flows for the Three months Ended March 31, 2012 and 2011 (unaudited)	5
Notes to Unaudited Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4.Controls and Procedures.	18
Part II. Other Information	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.  Exhibits.	19
Signatures	19

PART I — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The following unaudited consolidated financial statements should be read in conjunction with the year-end restated consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2011.

The results of operations for the three months ended March 31, 2012 and 2011 are not necessarily indicative of the results for the entire fiscal year or for any other period.   

1

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
	March 31,			December 31,
	2012			2011
CURRENT ASSETS:
Cash and cash equivalents	$	1,734		$	33
Loan receivable		32,000			-
		33,734			33
Intangible assets - net		6,000,000			6,000,000
Other asets		6,000			-
TOTAL ASSETS	$	6,039,734		$	6,000,033
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt	$	338,000		$	3,000,000
Accrued expenses		35,500			356,200
Total Current Liabilities		373,500			3,356,200
Commitments and Contingencies		-			-
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 200,000,000 shares
authorized; 25,205,101 and 6,195,101 shares issued and 25,204,983 and 6,194,983
shares oustanding at March 31, 2012 and December 31, 2011, respectively		25,205			6,195
Additional paid-in-capital		6,212,672			3,003,342
Deficit		(562,406	)		(356,467	)
Less: Cost of common stock in treasury, 118 and 118 shares
at March 31, 2012 and December 31, 2011, respectively		(9,237	)		(9,237	)
Total Stockholders' Equity		5,666,234			2,643,833
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,039,734		$	6,000,033

See notes to unaudited consolidated financial statements.

2

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
						For the Period
	For the Three Months Ended					October 8, 2010
	March 31,					(Date of Formation)
	2012			2011		through March 31, 2012
Revenues	$	-		$	-	$	-
Costs and expenses:
Selling, general and administrative expenses		160,939			-		397,406
		160,939			-		397,406
Loss from operations		(160,939	)		-		(397,406	)
Other income (expense):
Interest expense		(45,000	)		-		(165,000	)
Loss from operations before
provision for income taxes		(205,939	)		-		(562,406	)
Provision for income taxes		-			-		-
Net loss	$	(205,939	)	$	-	$	(562,406	)
Loss per common share	$	(0.01	)	$	0.00
Weighted average common shares outstanding
- basic and diluted
		17,264,661			5,000,000

See notes to unaudited consolidated financial statements.

3

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
				Common Stock							Retained
				Number of				Additional Paid			Earnings			Treasury
	Total			Shares		Amount		In Capital			(Deficit)			Stock
Balance, October 8, 2010 (Date of Formation)	$	-			5,000,000	$	5,000	$	(5,000	)	$	-		$	-
Balance, December 31, 2010		-			5,000,000		5,000		(5,000	)		-			-
Effect of reverse acquisition		-			1,195,101		1,195		8,042			-			(9,237	)
Contribution of capital from shareholders		3,000,300							3,000,300
Net loss for the year ended
December 31, 2011		(356,467	)									(356,467	)
Balance, January 1, 2012		2,643,833			6,195,101		6,195		3,003,342			(356,467	)		(9,237	)
Issuance of common stock for repayment
of note payable and accrued interest		3,165,000			19,000,000		19,000		3,146,000
Issuance of common stock for services		5,500			10,000		10		5,490
Issuance of warrants		57,840							57,840
Net loss for the three months ended
March 31, 2012		(205,939	)									(205,939	)
Balance, March 31, 2012	$	5,666,234			25,205,101	$	25,205	$	6,212,672		$	(562,406	)	$	(9,237	)

See notes to unaudited consolidated financial statements.

4

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
						For the Period
	For The Three Months Ended					October 8, 2010
	March 31,					(Date of Formation)
	2012			2011		through March 31, 2012
Cash flows from operating activities:
Net loss	$	(205,939	)	$	-	$	(562,406	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Non-cash compensation		63,340			-		63,340
Changes in operating assets and liabilities:
Increase in other assets		(6,000	)		-		(6,000	)
Decrease in accrued expenses		(155,700	)		-		200,500
Net Cash Used In Operating Activities		(304,299	)		-		(304,566	)
Cash flows from investing activities:
Advances on loans		(32,000	)		-		(32,000	)
Net Cash Used In Investing Activities		(32,000	)		-		(32,000	)
Cash flows from financing activities:
Proceeds from contributions from shareholders		-			-		3,000,300
Proceeds from related parties		338,000			-		338,000
Repayment of debt		-			-		(3,000,000	)
Net Cash Provided by Financing Activities		338,000			-		338,300
Net increase in cash		1,701			-		1,734
Cash and cash equivalents - Beginning of period		33			-		-
Cash and cash equivalents - End of period	$	1,734		$	-	$	1,734

See notes to unaudited consolidated financial statements.

5

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
(a Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
					For the Period
	For The Three Months Ended				October 8, 2010
	March 31,				(Date of Formation)
	2012		2011		through March 31, 2012
Supplemental disclosure cash flow information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-
Supplementary information:
Non-cash during the year for:
Issuance of common stock					$	5,000
Intangible asset in exchange for
short-term debt					$	6,000,000
Common stock issued in exchange
for debt and interest	$	3,165,000			$	3,165,000
Details of reverse acquisition:
Common stock issued					$	1,195
Paid-in capital in connection with
common stock issued						8,042
Treasury stock acquired						(9,237	)
Net assets acquired					$	-

See notes to unaudited consolidated financial statements.

6

EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES

(a "Development Stage Company")

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND THE PERIOD OCTOBER 8, 2010 (Date of Formation) THROUGH MARCH 31, 2012

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheet as of March 31, 2012 and the consolidated statements of operations, stockholders' equity and cash flows for the periods presented have been prepared by Emerging Media Holdings, Inc. and Subsidiaries (the "Company" or "EMH") and are unaudited.  In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made.  The information for the consolidated balance sheet as of December 31, 2011 was derived from audited financial statements of the Company.

Organization

Emerging Media Holdings, Inc. (the "Company" or "EMH") was incorporated in the State of Nevada.  The Company directs its operations through its subsidiaries.  During 2011, the Company sold its media business in Moldova in exchange for 730,000 of its common shares.  In December 2011, the Company entered into an exchange agreement and purchased LifeStyle Medical Corp. ("LMC").  In connection with the acquisition, the operations of the Company are now the operations of LMC.  LMC operates its business under a License related to patent rights used in connection with the operations of medical clinics that provide medical services related to men's health, with proprietary trade names and logo designs.

The Company is considered a development stage enterprise as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development Stage Entities" ("ASC 915").  The Company has limited revenue to date, continues to raise capital and there is no assurance that ultimately the Company will achieve a profitable level of operations.

Acquisition of Lifestyle Medical Corporation

On December 29, 2011, the Company closed an acquisition of 100% of the outstanding shares of Lifestyle Medical Corp., incorporated under the laws of Florida, pursuant to an Exchange Agreement, executed on that date, by and between the Company and Lifestyle Medical Corporation. The consideration paid by the Company for the acquisition of LMC was 5,000,000 shares of the Company's common stock paid to the holders of 100% of the outstanding shares of LMC, valued at $2,500,000, the fair market value at the date of issuance.

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LMC was incorporated under the laws of the state of Florida on November 14, 2011, and on December 27, 2011 (immediately prior to LMC’s acquisition by the Company) acquired 100% of the membership interests in Elite Professional IP Licensing, LLC, a Delaware limited liability company formed on October 8, 2010 (“Elite”), and 100% of the outstanding shares of Regional Professional Alliance, Inc., a Florida corporation incorporated on October 11, 2010 (“RPA”).  LMC, Elite and RPA are entities under common control and all three entities have the same ownership. At the time of its acquisition by LMC, Elite was the assignee, pursuant to an assignment effective May 9, 2011 (the “Assignment”), from Worldwide Medassets, Ltd. SAL (“WMA”) of WMA’s rights as licensee under an October 5, 2010, License Agreement (the “License” or "License Agreement") with Modular Properties Limited, Inc., as Licensor (“MPL”).  The fee that was payable to WMA in connection with the Assignment of the MPL License was $6,000,000, represented by a secured promissory note dated May 7, 2011 the (“WMA Note”) in the principal amount of $6,000,000 issued by Saddleworth Ventures, LLC, a Florida limited liability company ("Saddleworth Ventures") to WMA.  At that time the ownership of Saddleworth Ventures was identical to the ownership of Elite (now a wholly-owned subsidiary of the Company).  Mr. Christopher Smith, the Company's Chief Executive Officer, had a 25.6% equity interest in Elite at the time of the assignment of the license and the same interest in Saddleworth Ventures.  As of the December 27, 2011 acquisition of Elite by LMC, $3,000,000 of the amount owing under the WMA Note had been paid to WMA.

For accounting purposes only, the transactions between LMC with Elite and RPA and the transaction between EMH and LMC were treated as a recapitalization of LMC, as of December 29, 2011, with LMC as the acquirer.  The financial statements prior to December 29, 2011, are those of LMC and reflect the assets and liabilities of LMC at historical carrying amounts.  The financial statements show a retroactive restatement of LMC's historical stockholders' equity to reflect the equivalent number of shares issued to LMC.

Acquisition by the Company of the Rights to the License with MPL

As of January 5, 2012,  Saddleworth Ventures, with the consent of WMA, assigned the WMA Note to Saddleworth Consulting, LLC, a Florida limited liability company (“Saddleworth Consulting”), and Saddleworth Consulting assumed all obligations under the WMA Note, $3,000,000 of the principal amount of which was outstanding as of the date of the assignment.

Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA were satisfied by Saddleworth Consulting.  

Going Concern

The consolidated financial statements for the three months ended March 31, 2012 and December 31, 2011 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a past history of recurring losses from operations and is a development stage company.  The Company will require additional funding to execute its future strategic business plan.  Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure.  These factors raise substantial doubt about the Company's ability to continue as a going concern.

8

Significant Accounting Policies

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  There were no significant changes to these accounting policies during the three months ended March 31, 2012 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2. FAIR VALUE MEASUREMENTS

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period.  The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as follows:

Level 1	- Observable inputs such as quoted market prices in active markets
Level 2	- Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3	- Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of March 31, 2012, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of cash and cash equivalents, investments in marketable securities and restricted cash.  The fair values of the cash and cash equivalents and restricted cash is determined based on quoted market prices in public markets and is categorized as Level 1.  The investment in marketable securities is determined by the Company based on market prices other than quoted prices in active markets and is categorized as Level 2.  These are also categorized as held-to-maturity securities.  The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or out of Level 1, Level 2 or Level 3 during the three months ended March 31, 2012 and the period October 8, 2010 (Date of Formation) through March 31, 2012.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of March 31, 2012 and December 31, 2011:

9

			Assets at Fair Value Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
March 31, 2012
Cash and cash equivalents	$	1,734	$	1,734	$	-	$	-
December 31, 2011
Cash and cash equivalents	$	33	$	33	$	-	$	-

The Company has other financial instruments, such as accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of accounts payable and other liabilities approximate their fair values.  The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of March 31, 2012.

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis.  These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date. 

3. INTANGIBLES

The MPL License Agreement

The MPL License Agreement, under which the Company's wholly-owned subsidiary, Elite, is the licensee pursuant to the Assignment from WMA, provides for the license of medical services, operational systems, manuals, certain names and logo designs and other intellectual property in connection with the operation of medical clinics that provide services related to men’s health within the territory of the continental United States (the “Licensed Rights”).  The License Agreement provides for a fee of 6% of gross receipts of Licensee, payable quarterly.  The term of the License Agreement is for twenty (20) years from the effective date, May 9, 2011. The Company plans to establish new medical clinics or acquire existing clinics, as well as to provide consulting services to medical clinics utilizing the Licensed Rights.

Intangibles are the value of the MPL license.  Amounts assigned to this intangible were determined by management.  Management considered a number of factors in determining the allocations, including valuations and independent appraisals.  The intangibles are being amortized over 20 years, the life of the license.  Amortization expense will commence upon the use of the license during 2012.

The components of intangible assets are as follows:

10

	March 31, 2012				December 31, 2011
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License agreements	$	6,000,000	$	-	$	6,000,000	$	-

Estimated amortization expense for intangible assets for the next five years is as follows:

Year Ending	Amortization
December 31,	Expense
2012	$   150,000
2013	300,000
2014	300,000
2015	300,000
2016	300,000

4. LOAN RECEIVABLE

On February 3, 2012, LMC loaned $32,000 to Health Clinics of Florida, LLC.  The unsecured note is interest free and due May 15, 2012.  In the event of default, interest on the outstanding balance shall accrue at a rate of ten percent (10%) per annum from the date of the default.  The manager of Health Clinics of Florida, LLC is a shareholder of the Company.

5. DEBT

Short-term debt as of March 31, 2012 and December 31, 2011 were as follows:

11

	March 31,		December 31,
	2012		2011
Secured promissory	$	-	$	3,000,000
note to Worlwide Medassets, Ltd. SAL,
interest @ 6% per annum.  The note was
paid in full February 2, 2012 (1)
Unsecured promissory note, interest free,
due July 15, 2012 (2)		200,000		-
Unsecured promissory note, interest free,
due August 15, 2012 (3)		75,000		-
Unsecured promissory note, interest free,
due June 1, 2012 (3)		60,000		-
Unsecured promissory note, interest @ 10%
per annum, due July 3, 2012 (4)		3,000		-
		338,000		3,000,000
Less: Current portion		338,000		3,000,000
	$	-	$	-

(1) Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA, a shareholder of the Company, were satisfied by Saddleworth Consulting.

(2) On January 5, 2012, LMC borrowed $200,000 from the Dellinger Fund, a shareholder of the Company.  The note is interest free and has been extended to July 15, 2012.  In the event of default, the Dellinger Fund has the right to request and will be granted the issuance of two million shares of the Company's common stock.

(3) On February 3, 2012 and March 1, 2012, LMC borrowed $75,000 and $60,000, respectively, from the Dellinger Fund, a shareholder of the Company.  The unsecured notes are interest free and are due August 15, 2012 and June 1, 2012, respectively.  In the event of default, interest on the outstanding balance shall accrue at a rate of ten percent (10%) per annum from the date of the default.

Interest expense for the three months ended March 31, 2012 and 2011 and the period October 8, 2010 (Date of Formation) through March 31, 2012 amounted to $45,000, $-0- and $165,000, respectively.

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6. ACCRUED EXPENSES

	March 31,		December 31,
	2012		2011
Interest	$	-	$	120,000
Acquisition costs		-		200,000
Other		35,500		36,200
	$	35,500	$	356,200

7. INCOME TAXES

The Company adopted the provisions of ASC 740, "Income Taxes", ("ASC 740").  As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits.  The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed.  Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet.  Included in any liability for uncertain tax positions, the Company will also setup a liability for interest and penalties.  The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

There is no U.S. tax provision due to losses from U.S. operations during the three months ended March 31, 2012 and 2011.  Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Company's assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized.

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the availability of NOL carryforwards to offset taxable income when an ownership change occurs.  The Company's reverse capitalization meets the definition of an ownership change and some of the NOL's will be limited.

8. STOCKHOLDERS' EQUITY

Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and $165,000 of accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA, a shareholder of the Company, were satisfied by Saddleworth Consulting.

9. STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation under ASC 718, "Compensation - Stock Compensation" ("ASC 718").  The compensation cost of the portion of the awards is based on the grant date fair value of these awards as calculated for either recognition or pro forma disclosure under ASC 718.

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For the three months ended March 31, 2012 and 2011, the Company issued 10,000 and -0- shares and recorded compensation expense of $5,500 and $-0-, respectively.

10. WARRANTS

On February 6, 2012, the Company issued warrants as compensation to a third party to purchase 2,400,000 shares of the Company's common stock for services performed.  The warrants expire February 6, 2017.  The estimated value of the compensatory warrants was determined using the Black Scholes pricing model using the following assumptions:  Expected term of 5 years, a risk free interest rate of 4%, a dividend yield of -0-% and volatility of 64%.  The fair value of the warrant amounted to $57,840 and is included in the Company's consolidated statement of operations for the three months ended March 31, 2012.

The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company.  The warrants were granted in lieu of cash compensation for services performed.

			Weighted Average
	Shares		Exercise Price
Outstanding, January 2012		-	$	-
Granted		2,400,000		0.20
Expired/Cancelled		-		-
Exercised		-		-
Outstanding - period ending March 31, 2012		2,400,000	$	0.20
Exercisable - period ending March 31, 2012		2,400,000	$	0.20

11. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2011, Elite had activities with Saddleworth Ventures, a related party.  The ownership of Saddleworth Ventures is identical to the ownership of Elite.  Saddleworth Ventures assigned the rights to Elite as licensee under the License Agreement with MPL.  In connection with the purchase of the license , $3 million of the $6 million purchase price was paid by the members of Elite on the amount owing under the WMA note.

12. COMMITMENTS AND CONTINGENCIES

Consulting Agreements

a) In January 2012, Lifestyle entered into a consulting agreement with Saddleworth Ventures LLC ("Consultant").  The Consultant will provide services for management consulting, business advisory, shareholder information and public relations.  The term of the agreement is for three years.  Upon execution of the agreement, Lifestyle issued a payment to the Consultant in the amount of $25,000.  Additional cash fees or reimbursement of expenses shall be agreed upon by Lifestyle and the Consultant from time to time during the term of the agreement.

14

b) During 2012, Lifestyle entered into various consulting agreements with third parties in connection with business advisory services.  For the three months ended March 31, 2012, consulting services amounted to $40,500.

13. SUBSEQUENT EVENTS

a)	In April 2012, Lifestyle borrowed $112,000 from the Dellinger Fund, a shareholder of the Company.  The note bears interest @ 10% per annum and is due July 31, 2012.
b)	In April 2012, Lifestyle advanced Health Clinics of Florida, LLC an additional $4,500.  The advance is in addition to the previous advance in February 2012.  See Note 4 for further information.

15

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

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report.  Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks and uncertainties.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

Organization

Emerging Media Holdings, Inc was incorporated in the State of Nevada on September 3, 2003. On June 30, 2006, we effectuated a share exchange whereby we acquired all of the outstanding equity interests in our wholly-owned subsidiary, IM “Media Alianta” SRL, the 100% owner of SA “Analiticmedia-Grup”, both Moldovan companies ("AMG"), and on May 2, 2008, the Company acquired the common stock of “TNT-Bravo” channel-ICS “Media Top Prim” SRL, the exclusive operator in Moldova of Russian channel TNT programs owned by Gazprom Media.

As of February 10, 2011, we agreed to the acquisition of Men’s Medical Corporation, which proposed to acquire men’s sexual health clinics, and on February 10, 2011 sold three of our subsidiary companies, IM Media Alianti SRL, Analytic Media Group SA and Alkazar Media Services SRL, to our major shareholder, in exchange for 4,800,000 shares of our common stock and the assumption of liabilities associated with these subsidiaries. Our acquisition of Men’s Medical Corporation was not completed and was subsequently terminated on May 31, 2011 by agreement of both parties.

Recent Developments

On December 29, 2011, we closed an acquisition of 100% of the outstanding shares of Lifestyle Medical Corp. (“Lifestyle Medical”), which manages two men’s sexual health clinics, utilizing technologies and practices licensed to its subsidiary, Elite Professional IP Licensing, LLC (“Elite”), pursuant to an October 5, 2010 License Agreement with Modular Properties Limited, Inc. (the “License Agreement”). The consideration paid by the Company for the acquisition of Lifestyle Medical was 5,000,000 shares of our common stock paid to the holders of a majority of the outstanding shares of LMC, valued at $2,500,000. On February 2, 2012, we completed acquisition of the rights to our licensed men’s medical clinic operating technologies and processes, by acquiring from Worldwide Medassets, Ltd. (SAL) the full assignment of rights to the License Agreement, by the issuance of 19,000,000 shares of our common stock in exchange for the satisfaction of the outstanding $3,000,000 principal balance on the note issued to Worldwide Medassets, Ltd. in connection with the assignment of rights to the License Agreement to Elite.

On December 30, 2011, we completed the sale of our remaining Moldova media subsidiaries in exchange for the assumption of the liabilities of the subsidiaries and 250,000 shares of our common stock.

16

Basis of Presentation

Throughout this Form 10-Q, the terms "we," "us," "our," "EMH" and "Company" refer to Emerging Media Holdings, Inc., a Nevada corporation, and, unless the context indicates otherwise, includes our subsidiaries.

Significant Accounting Policies

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  There were no significant changes to these accounting policies during the three months ended March 31, 2012, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

PLAN OF OPERATION

Through our Lifestyle Medical Corp. subsidiary, we intend to open, operate and acquire men’s sexual health clinics. We have no acquisitions contemplated or under discussion at this time.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2011

During the three months ended March 31, 2012, we incurred a net loss of $205,939, due to our having incurred $155,439 in general and administrative expense, primarily consulting and professional fees, and $45,000 in interest expense.

LIQUIDITY AND FINANCIAL RESOURCES

At March 31, 2012, we had a working capital deficiency of approximately $340,000.  At March 31, 2012, we had total assets of approximately $6,039,000, including cash of $1,734. Net cash used in operating activities in the three months ended March 31, 2012 was $304,299, primarily from the net loss of approximately $206,000, offset by net cash from financing activities of $338,000, primarily from proceeds from a related party, in that period.

Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In 2011, we generated revenues of $-0-, incurred operating expenses of $356,467, and had no net income.  There is no assurance that we will operate profitably in the future.

We will have  to  obtain  significant  additional  capital  to  continue with our proposed business. There is no assurance that we will be able to obtain sufficient capital to implement either of our alternative business plans. The accompanying  financial statements have been prepared assuming that the Company will continue as a going concern.  These conditions and uncertainties raise  substantial doubt about the Company's ability to continue as a going  concern.  The financial  statements do not include any  adjustments  that might result from the outcome of this uncertainty.

17

Off Balance Sheet Arrangements

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

Inflation

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

ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4.       Controls and Procedures.

As of March 31, 2012, the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures.  As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officer has concluded that the Company’s disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations promulgated there under.

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

PART II

Other Information

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth the unreported sales of unregistered securities by the Company in the quarterly period ended March 31, 2012.

			Principal	Total Offering Price/
Date	Title and Amount(1)	Purchaser	Underwriter	Underwriting Discounts

February 6, 2012	Warrants to purchase 2,400,000 shares of common stock.	Financial Consultant	NA	$57,840/NA
February 28, 2012	10,000 shares issued in payment of legal fees.	Attorney	NA	$0.55 per share/NA

(1) The issuances to executives, employees, lenders, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D or Rule 701 promulgated by the SEC under the Securities Act.

18

Item 6. Exhibits.

31	Certification of Chief Executive Officer and Principal Financial Officer
	pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Principal Financial Officer
	pursuant to 18 U.S.C. Section 1350

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

SEC Ref. No.	Title of Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMERGING MEDIA HOLDINGS, INC.
	(Registrant)
Date: May 16, 2012	By:	/s/ Christopher Smith
		Christopher Smith, Chief Executive Officer and Principal Financial Officer

19

EX-31

Exhibit 31

CERTIFICATION

I, Christopher Smith, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Emerging Media Holdings, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:       May 16, 2012

/s/ Christopher Smith

Iurie Christopher Smith

Chief Executive Officer and Principal Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C.  SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emerging Media Holdings, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher Smith, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C.  section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Christopher Smith 

Christopher Smith

 Chief Executive Officer and Principal Financial Officer

May 16, 2012

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INTANGIBLES

3 Months Ended

Mar. 31, 2012

Intangibles [Abstract]

INTANGIBLES

3. INTANGIBLES

The MPL License Agreement

The MPL License Agreement, under which the Company's wholly-owned subsidiary, Elite, is the licensee pursuant to the Assignment from WMA, provides for the license of medical services, operational systems, manuals, certain names and logo designs and other intellectual property in connection with the operation of medical clinics that provide services related to men’s health within the territory of the continental United States (the “Licensed Rights”).  The License Agreement provides for a fee of 6% of gross receipts of Licensee, payable quarterly.  The term of the License Agreement is for twenty (20) years from the effective date, May 9, 2011. The Company plans to establish new medical clinics or acquire existing clinics, as well as to provide consulting services to medical clinics utilizing the Licensed Rights.

Intangibles are the value of the MPL license.  Amounts assigned to this intangible were determined by management.  Management considered a number of factors in determining the allocations, including valuations and independent appraisals.  The intangibles are being amortized over 20 years, the life of the license.  Amortization expense will commence upon the use of the license during 2012.

The components of intangible assets are as follows:

	March 31, 2012				December 31, 2011
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License agreements	$	6,000,000	$	-	$	6,000,000	$	-

Estimated amortization expense for intangible assets for the next five years is as follows:

Year Ending	Amortization
December 31,	Expense
2012	$   150,000
2013	300,000
2014	300,000
2015	300,000
2016	300,000

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2012

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

2. FAIR VALUE MEASUREMENTS

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period.  The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability.  The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers are defined as follows:

Level 1	- Observable inputs such as quoted market prices in active markets
Level 2	- Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3	- Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of March 31, 2012, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of cash and cash equivalents, investments in marketable securities and restricted cash.  The fair values of the cash and cash equivalents and restricted cash is determined based on quoted market prices in public markets and is categorized as Level 1.  The investment in marketable securities is determined by the Company based on market prices other than quoted prices in active markets and is categorized as Level 2.  These are also categorized as held-to-maturity securities.  The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or out of Level 1, Level 2 or Level 3 during the three months ended March 31, 2012 and the period October 8, 2010 (Date of Formation) through March 31, 2012.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of March 31, 2012 and December 31, 2011:

			Assets at Fair Value Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
March 31, 2012
Cash and cash equivalents	$	1,734	$	1,734	$	-	$	-
December 31, 2011
Cash and cash equivalents	$	33	$	33	$	-	$	-

The Company has other financial instruments, such as accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of accounts payable and other liabilities approximate their fair values.  The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of March 31, 2012.

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis.  These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date. 

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Mar. 31, 2012	Dec. 31, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 1,734	$ 33
Loan receivable	32,000	0
Total Current Assets	33,734	33
Intangible assets - net	6,000,000	6,000,000
Other assets	6,000	0
TOTAL ASSETS	6,039,734	6,000,033
CURRENT LIABILITIES:
Short-term debt	338,000	3,000,000
Accrued expenses	35,500	356,200
Total Current Liabilities	373,500	3,356,200
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 200,000,000 shares authorized; 25,205,101 and 6,195,101 shares issued and 25,204,983 and 6,194,983 shares outstanding at March 31, 2012 and December 31, 2011, respectively	25,205	6,195
Additional paid-in-capital	6,212,672	3,003,342
Deficit	(562,406)	(356,467)
Less: Cost of common stock in treasury, 118 and 118 shares at March 31, 2012 and December 31, 2011, respectively	(9,237)	(9,237)
Total Stockholders' Equity	5,666,234	2,643,833
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 6,039,734	$ 6,000,033

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended		18 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Cash flows from operating activities:
Net loss	$ (205,939)	$ 0	$ (562,406)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash compensation	63,340	0	63,340
Changes in operating assets and liabilities:
Increase in other assets	(6,000)	0	(6,000)
Decrease in accrued expenses	(155,700)	0	200,500
Net Cash Used In Operating Activities	(304,299)	0	(304,566)
Cash flows from investing activities:
Advances on loans	(32,000)	0	(32,000)
Net Cash Used In Investing Activities	(32,000)	0	(32,000)
Cash flows from financing activities:
Proceeds from contributions from shareholders		0	3,000,300
Proceeds from related parties	338,000	0	338,000
Repayment of debt	0	0	(3,000,000)
Net Cash Provided by Financing Activities	338,000		338,300
Net increase in cash	1,701	0	1,734
Cash and cash equivalents - Beginning of period	33	0	0
Cash and cash equivalents - End of period	1,734	0	1,734
Supplemental disclosure cash flow information:
Cash paid for interest	0	0	0
Cash paid for income taxes	0	0	0
Non-cash during the year for:
Issuance of common stock			5,000
Intangible asset in exchange for short-term debt			6,000,000
Common stock issued in exchange for debt and interest	3,165,000		3,165,000
Statement [Line Items]
Net assets acquired			0
Common stock issued
Statement [Line Items]
Effect of reverse acquisition			1,195
Paid-in capital in connection with common stock issued
Statement [Line Items]
Effect of reverse acquisition			8,042
Treasury stock acquired
Statement [Line Items]
Effect of reverse acquisition			$ (9,237)

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DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

Description of Business and Summary of Significant Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheet as of March 31, 2012 and the consolidated statements of operations, stockholders' equity and cash flows for the periods presented have been prepared by Emerging Media Holdings, Inc. and Subsidiaries (the "Company" or "EMH") and are unaudited.  In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made.  The information for the consolidated balance sheet as of December 31, 2011 was derived from audited financial statements of the Company.

Organization

Emerging Media Holdings, Inc. (the "Company" or "EMH") was incorporated in the State of Nevada.  The Company directs its operations through its subsidiaries.  During 2011, the Company sold its media business in Moldova in exchange for 730,000 of its common shares.  In December 2011, the Company entered into an exchange agreement and purchased LifeStyle Medical Corp. ("LMC").  In connection with the acquisition, the operations of the Company are now the operations of LMC.  LMC operates its business under a License related to patent rights used in connection with the operations of medical clinics that provide medical services related to men's health, with proprietary trade names and logo designs.

The Company is considered a development stage enterprise as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development Stage Entities" ("ASC 915").  The Company has limited revenue to date, continues to raise capital and there is no assurance that ultimately the Company will achieve a profitable level of operations.

Acquisition of Lifestyle Medical Corporation

On December 29, 2011, the Company closed an acquisition of 100% of the outstanding shares of Lifestyle Medical Corp., incorporated under the laws of Florida, pursuant to an Exchange Agreement, executed on that date, by and between the Company and Lifestyle Medical Corporation. The consideration paid by the Company for the acquisition of LMC was 5,000,000 shares of the Company's common stock paid to the holders of 100% of the outstanding shares of LMC, valued at $2,500,000, the fair market value at the date of issuance.LMC was incorporated under the laws of the state of Florida on November 14, 2011, and on December 27, 2011 (immediately prior to LMC’s acquisition by the Company) acquired 100% of the membership interests in Elite Professional IP Licensing, LLC, a Delaware limited liability company formed on October 8, 2010 (“Elite”), and 100% of the outstanding shares of Regional Professional Alliance, Inc., a Florida corporation incorporated on October 11, 2010 (“RPA”).  LMC, Elite and RPA are entities under common control and all three entities have the same ownership. At the time of its acquisition by LMC, Elite was the assignee, pursuant to an assignment effective May 9, 2011 (the “Assignment”), from Worldwide Medassets, Ltd. SAL (“WMA”) of WMA’s rights as licensee under an October 5, 2010, License Agreement (the “License” or "License Agreement") with Modular Properties Limited, Inc., as Licensor (“MPL”).  The fee that was payable to WMA in connection with the Assignment of the MPL License was $6,000,000, represented by a secured promissory note dated May 7, 2011 the (“WMA Note”) in the principal amount of $6,000,000 issued by Saddleworth Ventures, LLC, a Florida limited liability company ("Saddleworth Ventures") to WMA.  At that time the ownership of Saddleworth Ventures was identical to the ownership of Elite (now a wholly-owned subsidiary of the Company).  Mr. Christopher Smith, the Company's Chief Executive Officer, had a 25.6% equity interest in Elite at the time of the assignment of the license and the same interest in Saddleworth Ventures.  As of the December 27, 2011 acquisition of Elite by LMC, $3,000,000 of the amount owing under the WMA Note had been paid to WMA.

For accounting purposes only, the transactions between LMC with Elite and RPA and the transaction between EMH and LMC were treated as a recapitalization of LMC, as of December 29, 2011, with LMC as the acquirer.  The financial statements prior to December 29, 2011, are those of LMC and reflect the assets and liabilities of LMC at historical carrying amounts.  The financial statements show a retroactive restatement of LMC's historical stockholders' equity to reflect the equivalent number of shares issued to LMC.

Acquisition by the Company of the Rights to the License with MPL

As of January 5, 2012,  Saddleworth Ventures, with the consent of WMA, assigned the WMA Note to Saddleworth Consulting, LLC, a Florida limited liability company (“Saddleworth Consulting”), and Saddleworth Consulting assumed all obligations under the WMA Note, $3,000,000 of the principal amount of which was outstanding as of the date of the assignment.

Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA were satisfied by Saddleworth Consulting.  

Going Concern

The consolidated financial statements for the three months ended March 31, 2012 and December 31, 2011 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a past history of recurring losses from operations and is a development stage company.  The Company will require additional funding to execute its future strategic business plan.  Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure.  These factors raise substantial doubt about the Company's ability to continue as a going concern.

Significant Accounting Policies

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  There were no significant changes to these accounting policies during the three months ended March 31, 2012 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

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CONSOLIDATED BALANCE SHEETS (Unaudited) Parenthetical (USD $)	Mar. 31, 2012	Dec. 31, 2011
STOCKHOLDERS' EQUITY:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	25,205,101	6,195,101
Common stock, shares outstanding (in shares)	25,204,983	6,194,983
Less: Cost of common stock in treasury, shares (in shares)	118	118

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

11. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2011, Elite had activities with Saddleworth Ventures, a related party.  The ownership of Saddleworth Ventures is identical to the ownership of Elite.  Saddleworth Ventures assigned the rights to Elite as licensee under the License Agreement with MPL.  In connection with the purchase of the license , $3 million of the $6 million purchase price was paid by the members of Elite on the amount owing under the WMA note.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 11, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	EMERGING MEDIA HOLDINGS INC
Entity Central Index Key	0001307140
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		25,205,101
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

12. COMMITMENTS AND CONTINGENCIES

Consulting Agreements

a) In January 2012, Lifestyle entered into a consulting agreement with Saddleworth Ventures LLC ("Consultant").  The Consultant will provide services for management consulting, business advisory, shareholder information and public relations.  The term of the agreement is for three years.  Upon execution of the agreement, Lifestyle issued a payment to the Consultant in the amount of $25,000.  Additional cash fees or reimbursement of expenses shall be agreed upon by Lifestyle and the Consultant from time to time during the term of the agreement.

b) During 2012, Lifestyle entered into various consulting agreements with third parties in connection with business advisory services.  For the three months ended March 31, 2012, consulting services amounted to $40,500.

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		18 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 0	$ 0	$ 0
Costs and expenses:
Selling, general and administrative expenses	160,939	0	397,406
Total costs and expenses	160,939	0	397,406
Loss from operations	(160,939)	0	(397,406)
Other income (expense):
Interest expense	(45,000)	0	(165,000)
Loss from operations before provision for income taxes	(205,939)	0	(562,406)
Provision for income taxes	0	0	0
Net loss	$ (205,939)	$ 0	$ (562,406)
Loss per common share (in dollars per share)	$ (0.01)	$ 0.00
Weighted average common shares outstanding - basic and diluted (in shares)	17,264,661	5,000,000

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2012

Accrued Expenses [Abstract]

ACCRUED EXPENSES

6. ACCRUED EXPENSES

	March 31,		December 31,
	2012		2011
Interest	$	-	$	120,000
Acquisition costs		-		200,000
Other		35,500		36,200
	$	35,500	$	356,200

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DEBT

3 Months Ended

Mar. 31, 2012

Debt [Abstract]

DEBT

5. DEBT

Short-term debt as of March 31, 2012 and December 31, 2011 were as follows:

	March 31,		December 31,
	2012		2011
Secured promissory	$	-	$	3,000,000
note to Worlwide Medassets, Ltd. SAL,
interest @ 6% per annum.  The note was
paid in full February 2, 2012 (1)
Unsecured promissory note, interest free,
due July 15, 2012 (2)		200,000		-
Unsecured promissory note, interest free,
due August 15, 2012 (3)		75,000		-
Unsecured promissory note, interest free,
due June 1, 2012 (3)		60,000		-
Unsecured promissory note, interest @ 10%
per annum, due July 3, 2012 (4)		3,000		-
		338,000		3,000,000
Less: Current portion		338,000		3,000,000
	$	-	$	-

(1) Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA, a shareholder of the Company, were satisfied by Saddleworth Consulting.

(2) On January 5, 2012, LMC borrowed $200,000 from the Dellinger Fund, a shareholder of the Company.  The note is interest free and has been extended to July 15, 2012.  In the event of default, the Dellinger Fund has the right to request and will be granted the issuance of two million shares of the Company's common stock.

(3) On February 3, 2012 and March 1, 2012, LMC borrowed $75,000 and $60,000, respectively, from the Dellinger Fund, a shareholder of the Company.  The unsecured notes are interest free and are due August 15, 2012 and June 1, 2012, respectively.  In the event of default, interest on the outstanding balance shall accrue at a rate of ten percent (10%) per annum from the date of the default.

Interest expense for the three months ended March 31, 2012 and 2011 and the period October 8, 2010 (Date of Formation) through March 31, 2012 amounted to $45,000, $-0- and $165,000, respectively.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

a)	In April 2012, Lifestyle borrowed $112,000 from the Dellinger Fund, a shareholder of the Company.  The note bears interest @ 10% per annum and is due July 31, 2012.
b)	In April 2012, Lifestyle advanced Health Clinics of Florida, LLC an additional $4,500.  The advance is in addition to the previous advance in February 2012.  See Note 4 for further information.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2012

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

9. STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation under ASC 718, "Compensation - Stock Compensation" ("ASC 718").  The compensation cost of the portion of the awards is based on the grant date fair value of these awards as calculated for either recognition or pro forma disclosure under ASC 718.

For the three months ended March 31, 2012 and 2011, the Company issued 10,000 and -0- shares and recorded compensation expense of $5,500 and $-0-, respectively.

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INCOME TAXES

3 Months Ended

Mar. 31, 2012

Income Taxes [Abstract]

INCOME TAXES

7. INCOME TAXES

The Company adopted the provisions of ASC 740, "Income Taxes", ("ASC 740").  As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits.  The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed.  Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet.  Included in any liability for uncertain tax positions, the Company will also setup a liability for interest and penalties.  The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

There is no U.S. tax provision due to losses from U.S. operations during the three months ended March 31, 2012 and 2011.  Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Company's assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized.

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the availability of NOL carryforwards to offset taxable income when an ownership change occurs.  The Company's reverse capitalization meets the definition of an ownership change and some of the NOL's will be limited.

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2012

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY

Pursuant to a Stock Purchase Agreement, dated as of February 8, 2012, between the Company and Saddleworth Consulting, the Company agreed to issue 19,000,000 shares of its common stock to Saddleworth Consulting in exchange for the satisfaction by Saddleworth Consulting of the outstanding $3,000,000 principal balance and $165,000 of accrued interest on the WMA Note.  In consideration of the stock issuance, such outstanding principal balance and all obligations under the WMA note to WMA, a shareholder of the Company, were satisfied by Saddleworth Consulting.

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WARRANTS

3 Months Ended

Mar. 31, 2012

Warrants [Abstract]

WARRANTS

10. WARRANTS

On February 6, 2012, the Company issued warrants as compensation to a third party to purchase 2,400,000 shares of the Company's common stock for services performed.  The warrants expire February 6, 2017.  The estimated value of the compensatory warrants was determined using the Black Scholes pricing model using the following assumptions:  Expected term of 5 years, a risk free interest rate of 4%, a dividend yield of -0-% and volatility of 64%.  The fair value of the warrant amounted to $57,840 and is included in the Company's consolidated statement of operations for the three months ended March 31, 2012.

The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company.  The warrants were granted in lieu of cash compensation for services performed.

			Weighted Average
	Shares		Exercise Price
Outstanding, January 2012		-	$	-
Granted		2,400,000		0.20
Expired/Cancelled		-		-
Exercised		-		-
Outstanding - period ending March 31, 2012		2,400,000	$	0.20
Exercisable - period ending March 31, 2012		2,400,000	$	0.20

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CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (USD $)	Total	Common Stock	Additional Paid In Capital	Retained Earnings (Deficit)	Treasury Stock
Balance at Oct. 08, 2010	$ 0	$ 5,000	$ (5,000)	$ 0	$ 0
Balance, (in shares) at Oct. 08, 2010		5,000,000
Effect of reverse acquisition		1,195	8,042		(9,237)
Contribution of capital from shareholders	3,000,300
Net loss	(562,406)
Balance at Mar. 31, 2012		25,205	6,212,672		(9,237)
Balance, (in shares) at Mar. 31, 2012	25,204,983	25,205,101
Balance at Dec. 31, 2010	0	5,000	(5,000)	0	0
Balance, (in shares) at Dec. 31, 2010		5,000,000
Effect of reverse acquisition	0	1,195	8,042	0	(9,237)
Effect of reverse acquisition (in shares)		1,195,101
Contribution of capital from shareholders	3,000,300	0	3,000,300	0	0
Net loss	(356,467)	0	0	(356,467)	0
Balance at Dec. 31, 2011		6,195	3,003,342	(356,467)	(9,237)
Balance, (in shares) at Dec. 31, 2011	6,194,983	6,195,101
Issuance of common stock for repayment of note payable and accrued interest	3,165,000	19,000	3,146,000	0	0
Issuance of common stock for repayment of note payable and accrued interest (in shares)		19,000,000
Issuance of common stock for services	5,500	10	5,490	0	0
Issuance of common stock for services (in shares)		10,000
Issuance of warrants	57,840	0	57,840	0	0
Net loss	(205,939)			(205,939)
Balance at Mar. 31, 2012		$ 25,205	$ 6,212,672	$ (562,406)	$ (9,237)
Balance, (in shares) at Mar. 31, 2012	25,204,983	25,205,101

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LOAN RECEIVABLE

3 Months Ended

Mar. 31, 2012

Loan Receivable [Abstract]

LOAN RECEIVABLE

4. LOAN RECEIVABLE

On February 3, 2012, LMC loaned $32,000 to Health Clinics of Florida, LLC.  The unsecured note is interest free and due May 15, 2012.  In the event of default, interest on the outstanding balance shall accrue at a rate of ten percent (10%) per annum from the date of the default.  The manager of Health Clinics of Florida, LLC is a shareholder of the Company.