EMDA Equity Media Holdings Corp (MM)

CUSIP No. 294725106 PAGE 2 OF 8
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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Prentice Capital Management, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
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NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ---------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 5,451,200 (See Item 4)
OWNED BY ---------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ---------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 5,451,200 (See Item 4)
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 5,451,200 (See Item 4)
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 12.41% (See Item 4)
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 (12) TYPE OF REPORTING PERSON
 PN
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CUSIP No. 294725106 PAGE 3 OF 8

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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Michael Zimmerman
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [X]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 United States of America
------------------------------------------------------------------------------

NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ---------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 5,451,200 (See Item 4)
OWNED BY ---------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ---------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 5,451,200 (See Item 4)
------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 5,451,200 (See Item 4)
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 12.41% (See Item 4)
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 IN
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CUSIP No. 294725106 PAGE 4 OF 8

ITEM 1(a). NAME OF ISSUER:

 Equity Media Holdings Corporation (the "Company")

 ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 One Shackleford Drive
 Suite 400
 Little Rock, Arkansas 72211

ITEM 2(a). NAME OF PERSON FILING:

 This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":

 (i) Prentice Capital Management, LP, a Delaware limited
 partnership ("Prentice Capital Management"), with respect to
 the Common Stock, par value $0.0001 per share of the Company
 (the "Shares"), reported in this Schedule 13G/A held by
 certain investment funds and managed accounts.

 (ii) Michael Zimmerman, who is the Managing Member of (a)
 Prentice Management GP, LLC, the general partner of Prentice
 Capital Management, (b) Prentice Capital GP, LLC, the
 general partner of certain investment funds and (c) Prentice
 Capital GP II, LLC, the general partner of Prentice Capital
 GP II, LP, which is the general partner of certain
 investment funds, with respect to the Shares reported in
 this Schedule 13G/A held by certain investment funds and
 managed accounts.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 The address of the principal business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New
York 10022.

ITEM 2(c). CITIZENSHIP:

 Prentice Capital Management is a Delaware limited partnership.
Michael Zimmerman is a United States citizen.

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

 Common Stock, par value $0.0001 per share

ITEM 2(e). CUSIP NUMBER:

 294725106

CUSIP No. 294725106 PAGE 5 OF 8

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

 (a) [ ] Broker or dealer registered under Section 15 of the
 Act;

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act;

 (c) [ ] Insurance Company as defined in Section
 3(a)(19) of the Act;

 (d) [ ] Investment Company registered under Section 8 of the
 Investment Company Act of 1940;

 (e) [ ] Investment Adviser registered under Section 203 of
 the Investment Advisers Act of 1940: see Rule
 13d-1(b)(1)(ii)(E);

 (f) [ ] Employee Benefit Plan, Pension Fund which is subject
 to the provisions of the Employee Retirement Income
 Security Act of 1974 or Endowment Fund; see Rule
 13d-1(b)(1)(ii)(F);

 (g) [ ] Parent Holding Company, in accordance with
 Rule 13d-1(b)(ii)(G);

 (h) [ ] Savings Associations as defined in Section 3(b)of
 the Federal Deposit Insurance Act;

 (i) [ ] Church Plan that is excluded from the definition of
 an investment company under Section 3(c)(14) of
 the Investment Company Act of 1940;

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]

CUSIP No. 294725106 PAGE 6 OF 8

ITEM 4. OWNERSHIP.

 Prentice Capital Management serves as investment manager to a
number of investment funds (including Prentice Capital Partners, LP, Prentice
Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special
Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice
Special Opportunities Master, L.P.) and manages investments for certain entities
in managed accounts with respect to which it has voting and dispositive
authority over the Shares reported in this Schedule 13G/A. Michael Zimmerman is
the Managing Member of (a) Prentice Management GP, LLC the general partner of
Prentice Capital Management, (b) Prentice Capital GP, LLC, the general partner
of certain investment funds and (c) Prentice Capital GP II, LLC, the general
partner of Prentice Capital GP II, LP, which is the general partner of certain
investment funds. As such, he may be deemed to control Prentice Capital
Management and the investment funds and therefore may be deemed to be the
beneficial owner of the securities reported in this Schedule 13G/A. Each of
Michael Zimmerman and Prentice Capital Management disclaims beneficial ownership
of all of the Shares reported in this Schedule 13G/A.

 The Reporting Persons may be deemed to beneficially own 5,451,200
Shares, representing 12.41% of the Company's outstanding Shares (based upon the
40,278,382 Shares outstanding as of March 29, 2008, as reported on the Form
10-K/A filed with the Securities and Exchange Commission by the Company on April
10, 2008, and the amount of exercisable securities beneficially owned by the
Reporting Persons). The Reporting Persons may be deemed to beneficially own
150,200 Shares, 300,000 warrants, and 1,667,000 Units (consisting of 1,667,000
Shares and 3,334,000 warrants).

 A. Prentice Capital Management

 (a) Amount beneficially owned: 5,451,200

 (b) Percent of class: 12.41%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0

 (ii) shared power to vote or to direct the vote: 5,451,200

 (iii) sole power to dispose or to direct the disposition: 0

 (iv) shared power to dispose or to direct the disposition:
 5,451,200

 B. Michael Zimmerman

 (a) Amount beneficially owned: 5,451,200

 (b) Percent of class: 12.41%

 (c) Number of shares as to which such person has:

CUSIP No. 294725106 PAGE 7 OF 8

 (i) sole power to vote or to direct the vote: 0

 (ii) shared power to vote or to direct the vote: 5,451,200

 (iii) sole power to dispose or to direct the disposition: 0

 (iv) shared power to dispose or to direct the disposition:
 5,451,200

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
 THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 See Item 4.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 Not applicable.

ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))

 Each of the Reporting Persons hereby makes the following
certification:

 By signing below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and not held in connection with or as a participant in any transaction having
that purpose or effect.

CUSIP No. 294725106 PAGE 8 OF 8

 SIGNATURES

 After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



DATED: April 17, 2008 PRENTICE CAPITAL MANAGEMENT, LP

 /s/ Michael Weiss
 ---------------------------------
 Name: Michael Weiss
 Title: Chief Financial Officer

 MICHAEL ZIMMERMAN

 /s/ Michael Zimmerman
 ---------------------------------
 Michael Zimmerman