**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
 
 **FORM
        10-QSB**
 
 [X]  Quarterly
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
 For
        the
        quarterly period ended September 30, 2007
  [
        ]  Transition
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act
 (Mark
        One)
  
 Commission
        File Number **33-119586**
 
 **INTEGRATED
        MEDIA HOLDINGS, INC.**
 (Exact
        Name of Small Business Issuer as Specified in Its Charter)
  Delaware
                    
                    76-0600966(State
                        or Other Jurisdiction of Incorporation or Organization)
                    
                    (IRS
                        Employer Identification No.)10
                        Glenlake Parkway, Suite 130
                      Atlanta,
                        Georgia
                    
                    30238(Address
                        of Principal Executive Offices)
                    
                    (Zip
                        Code)
 
 **(678)
        222-3445**
 (Issuer’s
        Telephone Number, Including Area Code)
  **Endavo
        Media and Communications, Inc.**
 (Former
        Name)
  Check
          whether the issuer (1) filed all
          reports required to be filed by Section 13 or 15(d) of the Exchange Act
          during
          the past 12 months (or for such shorter period that the registrant was
          required
          to file such reports), and (2) has been subject to such filing requirements
          for
          the past 90 days. Yes þ  No  
   **APPLICABLE
          ONLY TO CORPORATE ISSUERS**
  The
            number of
            shares of the issuer’s common equity outstanding as of November 16, 2007 was
            approximately 16,368,000 shares of common stock, par value
            $.001.
  Transitional
          Small Business Disclosure Format: Yes þ  No  
 **INDEX
        TO FORM 10-QSB FILING**
 **FOR
        THE QUARTER ENDED SEPTEMBER 30, 2007**
 
 **TABLE
        OF CONTENTS**
 PART
                      I.  FINANCIAL INFORMATION
                  PageItem
                      1.   Financial  StatementsCondensed
                      Consolidated Unaudited Balance Sheet as of September 30,
                      2007
                  1Condensed
                      Consolidated Unaudited Statements of Operations for the Three
                      and Nine
                      Months ended September 30, 2007 and 2006
                  2Condensed
                      Consolidated Unaudited Statements of Cash Flows for the Nine
                      Months
                      ended  September  30, 2007 and 2006
                  3Notes
                      to the Condensed Consolidated Unaudited Financial
                      Statements
                  4Item
                      2.   Management’s Discussion and Analysis
                  8Item
                      3.   Controls and Procedures
                  17PART
                      II  OTHER INFORMATIONItem
                      1.   Legal Proceedings
                  19Item
                      6.   Exhibits
                  19SIGNATURES
                    AND CERTIFICATION<?xml:namespace prefix = o ns =
                    "urn:schemas-microsoft-com:office:office" />
  
  **PART
        I – FINANCIAL INFORMATION**
 
 ITEM
        1.                      FINANCIAL
        STATEMENTS
 INTEGRATED
          MEDIA HOLDINGS, INC.
 (formerly
          ENDAVO MEDIA AND COMMUNICATIONS, INC.)
 CONDENSED
          CONSOLIDATED UNAUDITED BALANCE SHEET
 
 **As
                      of September 30,****2007**
                  
                  **2006****Assets**Current
                      assets:Cash
                  $                 11,890
                  
                  $                  74,853Accounts
                      receivable, net of allowance for doubtful accounts
                    of
                      $0
                      and $0, respectively
                  152,779
                  
                  421,831Prepaid
                      Expenses
                  1,713
                  
                  8,365Deposits
                  -
                  
                  16,214Total
                      current assets
                  166,382
                  
                  521,263Property
                      and equipment, net
                  203,892
                  
                  877,024Other
                      Assets
                  16,214
                  
                  84,656Goodwill
                  582,644
                  
                  1,548,852Total
                      assets
                  $               969,132
                  
                  $             3,031,795**Liabilities
                      and Stockholders' Deficit**Current
                      liabilities:Accounts
                      payable
                  $               539,835
                  
                  $                606,754Accrued
                      liabilities
                  1,047,948
                  
                  1,258,742Notes
                      payable including related parties
                  888,998
                  
                  2,518,477Total
                      current liabilities
                  2,476,781
                  
                  4,383,973Stockholders'
                      deficitPreferred
                      stock, $.001 par value; 5,000,000 shares authorized, 3,163,469
                      and
                      1,696,310 shares issued and outstanding, respectively
                  3,163
                  
                  1,696Common
                      stock, $.001 par value, voting, 100,000,000 shares authorized,
                      16,284,210
                      and 14,384,690 shares issued and outstanding, respectively
                  16,284
                  
                  14,385Additional
                      paid-in capital
                  22,873,539
                  
                  21,991,326Accumulated
                      deficit
                  (24,400,635)
                  
                  (23,359,585)Total
                      stockholders' deficit
                  (1,507,649)
                  
                  (1,352,178)Total
                      liabilities and stockholders' deficit
                  $               969,132
                  
                  $            3,031,795
 
 See
          accompanying notes to condensed consolidated financial statements.
 
 1
  
  INTEGRATED
          MEDIA HOLDINGS, INC.
 (formerly
          ENDAVO MEDIA AND COMMUNICATIONS, INC.)
 CONDENSED
          CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
 
 **Three
                    Months Ended September 30**
                
                **Nine
                    Months Ended September 30****2007**
                
                **2006**
                
                **2007**
                
                **2006**Total
                    revenues
                $     25,897
                
                $      567,904
                
                $   1,042,579
                
                $    594,614Cost
                    of sales
                (11,109)
                
                (508,098)
                
                (979,399)
                
                (527,924)Selling,
                    general, and administrative expense
                (256,184)
                
                1,343,549
                
                1,458,769
                
                (3,153,506)Profit
                    (loss) from operations
                (241,396)
                
                1,403,355
                
                1,521,948
                
                (3,086,816)Other
                    income (expense)
                -
                
                628,198
                
                1,135,585
                
                669,411Interest
                    (expense)
                (29,478)
                
                (239,531)
                
                (183,511)
                
                (710,750)Net
                    income (loss)
                (270,874)
                
                1,792,022
                
                2,474,022
                
                (3,128,155)Net
                    income (loss) attributable to
                  common shareholders
                $      (270,874)
                
                $   1,792,022
                
                $   2,474,022
                
                $     (3,128,155)Net
                    income (loss) per common share -
                  basic
                    and diluted
                $       (0.02)
                
                $       0.15
                
                $       0.16
                
                $    (0.47)Weighted
                    average shares - basic and diluted
                15,425,930
                
                11,966,432
                
                15,541,440
                
                6,708,697
 
 See
          accompanying notes to condensed consolidated financial statements.
 
 2
  
  
 INTEGRATED
          MEDIA HOLDINGS, INC.
 (formerly
          ENDAVO MEDIA AND COMMUNICATIONS, INC.)
 CONDENSED
          CONSOLIDATED UNAUDITED STATEMENTS OF CASHFLOWS
 
 **For
                    the Nine Months ended September 30,****2007**
                
                **2006****Cash
                    flows from operating activities:**Net
                    loss
                
                $        2,465,462
                
                $      (3,128,156)Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Depreciation
                    and amortization
                
                119,530
                
                84,903Stock
                    and options issued for services
                
                (2,499,091)
                
                2,192,282Amortization
                    of discount on long-term debt
                
                -
                
                532,911Gains
                    on settlements
                
                
                
                (257,010)Gains
                    on the extinguishment of debt
                
                
                
                (401,658)Interest
                    expense converted to equity or debt
                
                130,395Gains
                    on sale of subsidiary
                
                (1,135,585)
                
                -Decrease
                    (increase) in:Accounts
                    Receivable
                
                (1,786)
                
                (58,572)Deposits
                    and Prepaid Expenses
                
                (18,149)
                
                (18,365)Increase
                    (decrease) in:Accounts
                    Payable
                
                441,604
                
                105,552Accrued
                    liabilities
                
                205,283
                
                374,551Net
                    cash used by operating activities
                
                (292,338)
                
                (573,562)**Cash
                    flows used in investing activities**Purchases
                    of property and equipment
                
                (21,899)
                
                (14,541)Purchase
                    of business assets
                
                (0)
                
                (1,662,500)Additions
                    to Security Deposits
                
                10,000
                
                -Net
                    cash provided by investing activities
                
                (11,899)
                
                (1,677,041)**Cash
                    flows from financing activities:**Proceeds
                    from issuance of common stock
                
                242,787
                
                1,286,498Proceeds
                    from issuance of notes payable
                
                60,141
                
                1,068,500Payments
                    on note payable
                
                -
                
                (35,000)Payments
                    on convertible long-term debt
                
                (2,998)
                
                -Net
                    cash provided by financing activities
                
                299,931
                
                2,319,998Net
                    increase (decrease) in cash and cash equivalents
                
                (4,306)
                
                69,395Cash
                    and cash equivalents at beginning of period
                
                16,196
                
                5,458**Cash
                    and cash equivalents at end of period**
                
                $             11,890
                
                $             74,853
 
 See
          accompanying notes to condensed consolidated financial statements.
 
 3
 
 
  
  NOTE
          1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 *Principles
          of Consolidation*.  The financial statements reflect the
          consolidated results of Integrated Media Holdings, Inc. and its wholly
          owned
          subsidiaries Endavo Media and Communications, Inc., WV Fiber, Inc., Bidchaser,
          Inc. and New Planet Resources, Inc.  All material inter-company
          transactions have been eliminated in the consolidation. WV Fiber was sold
          on
          April 11, 2007 as described in Recent Events of this filing. Therefore,
          our
          financial statements reflect WV Fiber results through April 10,
          2007.
 
 *Reverse
          Stock Split*.  In the first quarter of 2006, the Company completed
          a reverse stock split whereby the shareholders received 1 share of stock
          for
          every 40 that were previously owned.  All share and per share amounts
          in prior periods have been restated to reflect the reverse stock
          split.
 
 *Basis
          of Presentation*.  The accompanying condensed consolidated
          financial statements are unaudited.  Certain information and footnote
          disclosures normally included in financial statements prepared in accordance
          with accounting principles generally accepted in the United States have
          been
          condensed or omitted pursuant to the rules and regulations of the Securities
          and
          Exchange Commission. Integrated Media Holdings, Inc., (the “Company”) believes
          that the following disclosures are adequate to make the information presented
          not misleading.
 
 These
          condensed financial statements reflect all adjustments (consisting only
          of
          normal recurring adjustments) that, in the opinion of management, are necessary
          to present fairly the financial position and results of operations for
          the
          periods presented.
 
 Interim
          results are not necessarily indicative of the operating results to be expected
          for the full year. These financial statements should be read in conjunction
          with
          the company’s financial statements and notes thereto for the year ended December
          31, 2006 included in the Company’s Annual Report on Form 10-KSB.
 
 *Net
          Loss Per Common Share*.  Basic earnings per share are computed on
          the basis of the weighted average number of common shares
          outstanding.  Diluted earnings per share are computed on the basis of
          the weighted average number of common shares outstanding plus the effect
          of
          outstanding stock options using the “treasury stock” method.  The
          earnings per common share for the nine months ended September 30, 2006
          have been
          adjusted to give retroactive effect to the one-for-forty reverse stock
          split
          effective March 13, 2006 as if the reverse stock split had occurred on
          January
          1, 2006.  Options, warrants, convertible debt and convertible
          preferred stock, which if exercised or converted would require the company
          to
          issue approximately 67,000,000 shares of common stock, are not included
          in the
          diluted earnings per share calculation for September 30, 2007 and 2006,
          respectively, since their effect on a net loss per share calculation is
          anti-dilutive.
 
 *Revenue
          Recognition*.  Revenue**is recognized when a valid
          contract or purchase order has been executed or received, services have
          been
          performed or product has been delivered, the selling price is fixed or
          determinable, and collectability is reasonably assured. Payments received
          prior
          to performance are recorded as deferred revenue and amortized over the
          estimated
          service period.
 
 *Stock-Based
          Compensation*.  Effective January 1, 2006, the Company adopted the
          provisions of Statement of Financial Standards No. 123 (revised 2004),
          Share-Based  Payment (*"SFAS No. 123(R)"*), which is a revision
          of SFAS No. 123. SFAS No. 123 (R) supersedes APB Opinion No. 25, Accounting
          for
          Stock Issued to Employees, and amends FASB Statement No. 95, Statement
          of Cash
          Flows. Generally, the approach to accounting for share-based payments in
          SFAS
          No. 123(R) is similar to the approach described in SFAS No. 123. However,
          SFAS
          No. 123(R) requires all new share-based payments to employees, including
          grants
          of employee stock options, to be recognized in the financial statements
          based on
          their fair values. Pro forma disclosure of the fair value of new share-based
          payments is no longer an alternative to financial statement
          recognition.
 
 Prior
          to 2006, the Company accounted
          for its employee stock option plans under the intrinsic value method, in
          accordance with the provisions of Accounting Principles Board (*"APB"*)
          Opinion No. 25, *"Accounting for Stock Issued to Employees"*, and related
          interpretations. Compensation expense related to the granting of employee
          stock
          options is recorded over the vesting period only if, on the date of grant,
          the
          fair value of the underlying stock exceeds the option's exercise price.
          The
          Companyhad adopted the disclosure-only requirements of SFAS No. 123,
*"Accounting for Stock-Based Compensation"*, which allowed entities to
          continue to apply the provisions of APB No. 25 for transactions with employees
          and provide pro forma net income and pro forma income per share disclosures
          for
          employee stock grants made as if the fair value based method of accounting
          in
          SFAS No. 123 had been applied to these transactions.
 
 *Property
          and Equipment*.  Property and equipment are recorded at cost less
          accumulated depreciation.  Depreciation and amortization on property
          and equipment are determined using the straight-line method over a five
          year
          estimated useful life of the asset.
 
 
 NOTE
          2—GOING CONCERN
 
 The
          Company has a working capital deficit, a stockholders’ deficit, and has
          experienced recurring net losses from operations for most periods prior
          to the
          quarter ended September 30, 2007.  These factors create substantial
          doubt about the Company’s ability to continue as a going concern. The financial
          statements do not include any adjustment that might be necessary if the
          Company
          is unable to continue as a going concern.
 
 The
          ability of the Company to continue as a going concern is dependent on the
          Company generating cash from the sale of its common stock or obtaining
          debt
          financing and attaining future profitable operations. Management’s plans include
          selling its equity securities and obtaining debt financing to fund its
          capital
          requirements and ongoing operations; however, there can be no assurance
          the
          Company will be successful in these efforts.
 
  NOTE
          3—SHORT-TERM NOTES PAYABLE
 
 Notes
          payable and convertible notes payable outstanding as of September 30, 2007
          consisted of the following:
 
 On
          February 22, 2005, the Company consummated a private placement of $1,425,000
          principal amount of 8% Senior Secured Convertible Two Year Notes and related
          securities, including common stock warrants and additional investment
          rights.  These Notes became due and payable in full on February 22,
          2007. In connection with these securities, the Company has filed a registration
          statement with the Securities and Exchange Commission registering the shares
          of
          common stock issuable upon conversion of these notes, exercise of the warrants,
          and the shares related to the additional investment rights if they are
          exercised
          in the future.  The Securities and Exchange Commission had declared
          this filing effective but we have not been able to keep the registration
          current. The debt is convertible to common stock at a beneficial conversion
          rate
          of $0.38 per share and1,597,529 warrants to purchase common stock were
          issued
          with the notes. 1,121,072 warrants were exercised in June 2005 and 11,911
          (adjusted for reverse split) warrants remain outstanding with an exercise
          price
          of $5.70 (adjusted for reverse split) after giving effect to an amendment
          to the
          exercise price that occurred in June 2005. All the Additional Investment
          Rights
          expired unexercised in September 2005. The beneficial conversion feature
          and the
          warrants resulted in a discount to the notes of $1,425,000 which was being
          amortized over the two year term of the notes.  As of June 30, 2007,
          $1,425,000 has been amortized, although we continue to show accrued interest
          payable in the amount of $. We have paid interest on these notes in the
          total
          amount of $21,079 in exchange for 79,038 shares common stock as of September
          30,
          2007. As of September 30, 2007 all of these Notes remained due and payable.
          Since the notes matured, we have been discussing possible conversion of
          these
          notes into common stock. We have also discussed a possible sale of these
          notes
          to a third party. Although we believe these notes will ultimately be converted
          into common stock, we can provide no assurance that we will successfully
          negotiate conversion with all the holders. Our common stock decline during
          the
          nine months ended September 30, 2007 has made these negotiations difficult
          to
          finalize. Until these notes are converted, we are at risk that the holders
          may
          choose to issue a demand notice for payment at any time and pursue all
          rights
          and remedies, under the terms of the note, if we are not able to make payment
          upon demand. Since the holders have a general lien on the company to secure
          these notes, our ability to survive a claim of this nature and magnitude
          is
          doubtful, based on our financial position as of September 30, 2007.
 
 Since
          2002, we have issued Convertible Promissory Notes purchased by SovCap Equity
          Partners, Ltd., a private equity fund and related party, totaling
          $2,405,800.  To reduce long term debt outstanding $1,806,000 principal
          amount of these notes were converted into the Company’s Series A Preferred
          shares or common stock during 2004 and 2005. In the quarter ended March
          31,
          2006, $194,500 principal amount was also converted into 491,937 shares
          (adjusted
          for reverse split), leaving $405,300 in principal amount outstanding as
          of
          September 30, 2007. The notes are due on demand and bear interest at 18%
          per
          year.  The notes are convertible into the Company’s common stock under
          a beneficial conversion rate that resulted in the notes being initially
          discounted in 2004 by $340,700 all of which was amortized in 2004.
 
 During
          the period of August 2005 through November 2006, the Company issued Promissory
          Notes to the same private equity fund holding Convertible Promissory Notes
          described above, in the total amounts of $163,000in exchange for proceeds
          in the
          amount of $153,000. These Notes carry a simple interest rate of 6% per
          annum and
          are payable on demand after 45 days from the issue date. As of September
          30,
          2007, a total principal amount of $163,000 of these Promissory Notes remained
          outstanding.
 
 On
          March 24, 2006, the company issued a Promissory Note in the principal amount
          of
          $25,000 to AlphaWest Capital Partners, LLC, a related party, in exchange
          for
          proceeds in the same amount. The Promissory note is payable on demand,
          after May
          8, 2006, non-convertible and bears an annual interest rate of 12%. AlphaWest
          also loaned $4,250 in the first quarter of 2007 and $10,000 in the third
          quarter
          of 2007 with no interest payable or accrued.
 
 During
          the third quarter ended September 30, 2007, the company issued a Promissory
          Note
          in the principal amount of $10,000 to John Lynch, a non-related party,
          in
          exchange for proceeds in the same amount. The Promissory note is payable
          on
          demand or convertible at $0.08 per share, after February 15, 2008, and
          bears an
          annual interest rate of 15%.
 
 On
          September 28, 2007, the company issued a Promissory Note in the principal
          amount
          of $25,000 to Coastal Financial Realty, Inc., a non-related party, in exchange
          for proceeds in the same amount. The Promissory note is payable on demand
          or
          convertible, after January 24, 2008, and bears an annual interest rate
          of 18%.
          The conversion price of this note is defined as the closing bid price of
          the
          Common Stock for the five trading days ending on the trading day immediately
          preceding the Conversion Date.
 
 
 NOTE
          4—COMMON AND PREFERRED STOCK TRANSACTIONS
 
 The
          Company issued 75,000 shares of our Series A Preferred stock for consulting
          services valued at $72,000 in total during the three months ended September
          30,
          2007.
 
 During
          the quarter ended September 30, 2007, we issued 107,910 shares of common
          stock
          as an interest payment in the amount of $5,071.79 on Senior Secured Notes
          dated
          February 22, 2005.
 
 During
          the quarter ended September 30, 2007, we converted at total of $56,200
          in an
          outstanding Convertible Promissory Note dated August 4, 2004, held by Omnia
          LLC,
          into 1,916,000 shares of common stock.
 
 NOTE
          5 – SUBSEQUENT EVENTS
 
 None
 
 
 ITEM
          2.                      MANAGEMENT’S
          DISCUSSION AND ANALYSIS
 
 For
          a description of our significant accounting policies and an understanding
          of the
          significant factors that influenced our performance during the nine months
          ended
          September 30, 2007, this “Management’s Discussion and Analysis” should be read
          in conjunction with the Condensed Consolidated Unaudited Financial Statements,
          including the related notes, appearing in Item 1 of this Quarterly Report,
          as
          well as the Company’s Annual Report on Form 10-KSB for the year ended December
          31, 2006.  The preparation of this Quarterly Report on Form 10-QSB
          requires us to make estimates and assumptions that affect the reported
          amount of
          assets and liabilities, disclosure of contingent assets and liabilities
          at the
          date of our financial statements, and the reported amounts of revenue and
          expenses during the reporting period. There can be no assurance that actual
          results reported in the future will not differ from those estimates or
          that
          revisions of these estimates may not become necessary in the
          future.
 
 **Forward-Looking
          Statements**
 
 This
          Quarterly Report on Form 10-QSB, includes statements that constitute
“forward-looking statements.”  These forward-looking statements are
          often characterized by the terms “may,” “believes,” “projects,” “expects,” or
“anticipates,” and do not reflect historical facts.  Forward-looking
          statements involve risks, uncertainties and other factors, which may cause
          our
          actual results, performance or achievements to be materially different
          from
          those expressed or implied by such forward-looking statements. Factors
          and risks
          that could affect our results and achievements and cause them to materially
          differ from those contained in the forward-looking statements include those
          to
          be identified in our Annual Report on Form 10-KSB for the year ended December
          31, 2006 in the section titled “Risk Factors,” as well as other factors that we
          are currently unable to identify or quantify, but may exist in the
          future.
 
 In
          addition, the foregoing factors may affect generally our business, results
          of
          operations and financial position.  Forward-looking statements speak
          only as of the date the statement was made.  We do not undertake and
          specifically decline any obligation to update any forward-looking
          statements.
 
 **Executive
          Overview**
 
 This
          section presents summary information regarding our industry and operating
          trends
          only. For further information regarding the events summarized herein, you
          should
          read “Management’s Discussion and Analysis” in its entirety.
 
 *Company
          and Industry Overview*
 
 Integrated
          Media Holdings was originally founded and incorporated in 1999 as CeriStar,
          Inc.
          by a group of technology entrepreneurs led by founder and former CEO of
          Iomega
          Corporation. On September 10, 2002, we merged with a wholly owned subsidiary
          of
          Planet Resources Inc., a non-operating publicly held company (together
          referred
          to as “Planet”) in which all of our issued and outstanding stock, including
          Convertible Preferred Series A shares and the Convertible Preferred Series
          B
          shares, were exchanged for shares of Planet common stock.  Series A
          and B preferred shares were exchanged at a rate of .757 shares for every
          common
          share of Planet and the common stock of the Company were exchanged into
          .322
          shares of common stock of Planet.  Just prior to the merger, Planet
          authorized a 1 for 5.23 reverse stock split.  The merger was accounted
          for as a reverse merger with CeriStar being the accounting
          acquirer.  On October 15, 2002, Planet Resources Inc. was renamed
          CeriStar, Inc. The company changed its name to Endavo Media and Communications,
          Inc. in September 2004 to reflect its concentration on the distribution
          of
          content and services over the Internet and broadband networks. We executed
          a
          consolidation of equity capital in order to reposition the company to raise
          public capital. In September 2005, we consolidated operations to reduce
          costs
          while we redirected the company’s business plan focus and pursued possible
          acquisitions. In April 2006, we reorganized as a public holding company,
          changing our name to Integrated Media Holdings, Inc., in order to pursue
          the
          strategic objective of acquiring interest in broadband media and services
          companies, along with rolling out Endavo’s new business plans. In April 2006,
          Endavo began operating as a wholly owned subsidiary of Integrated Media
          Holdings, Inc. by way of a revival, reorganization and name change of Integrated
          Media’s subsidiary, Susquina, Inc., incorporated and acquired in 1999 as part
          of
          the CeriStar merger. Endavo Media and Communications, Inc. provides digital
          video delivery solutions and products to owners of video and media content
          through Internet Protocol, or “IP,” based networks.
  After
          our September 2005 staff reorganization and under a newly refocused business
          plan, in 2006, Endavo began testing and launching specific new products
          designed
          to provide digital content distribution and management solutions for content
          owners seeking to distribute online and over broadband, or IP, networks.
          Specifically, our new solutions facilitate the distribution of digital
          entertainment, information and communications services, on behalf of the
          owners
          of content and applications being distributed, to connected customers and
          broadband communities. We primarily distribute over a national fiber (IP)
          backbone network to reach consumers over the Internet, local broadband
          networks
          and through IP service providers. We call our integrated content management
          & distribution system and content delivery network the Endavo Digital
          Broadcast System (DBS). Our restructured vision and business plan is to
          distribute digital video and programming to certain targeted groups of
          broadband
          consumers through web-based portals, or communities, and to connected networks,
          platforms and consumer media devices. Our development plans and acquisitions
          in
          2006 and 2007 were directed toward this vision.
 
 **Description
          of our Subsidiaries**
 
 *Endavo
          Media and Communications, Inc.*
 
 After
          initial development and testing was successfully completed in early 2006,
          Endavo
          began marketing its EnHance and EnVision products to website owners, music
          artists and labels, owners of independent film libraries, television channels,
          and self-produced audio and video content. By the end of 2006, we were
          developing and testing numerous web-community, digital video portal and
          "Broadband TV" projects for prospective customers. We began developing
          our IPTV
          and web streaming solution, EnVision, during the 3rd quarter
          of 2006 and
          now market EnVision, along with EnHance, as part of our integrated web
          video
          delivery solutions.
 
 Our
          “EnHance” content delivery solution provides a cost effective method for owners
          of web-based communities or portals to increase user traffic on their websites
          by offering high-quality video content that is delivered directly to the
          personal computer of each registered user from the website community. EnHance
          utilizes the latest managed peer-to-peer (P2P) distribution platform
          technologies, integrated into our Digital Broadcast System, which provides
          certain cost efficiencies for distributing to larger networks of users.
          EnHance
          is particularly attractive to content owners seeking to deliver high-resolution
          programming cost-effectively to a large network of users. We target our
          marketing of our EnHance solution toward content owners who have an existing
          inventory of video content or programs and ideally also have an existing
          audience from other distribution sources, such as radio, web or television.
          EnHance enables a content owner to cost-effectively expand or strengthen
          their
          existing viewer or listener base by offering and marketing their programming
          digitally to any broadband connected user worldwide.
 
 Our
          “EnVision” content delivery solution employs video streaming technologies
          utilized by content owners, websites, organizations and enterprise for
          streaming
          video programming (live or play-out) on their websites for the purpose
          of
          entertainment, information, communication and brand-building. EnVision
          can be
          used to redistribute existing TV channels (satellite, cable, or air) over
          the
          web or to deliver new programming and channels to IPTV networks or set
          top box
          (STB) TV providers to be viewed on television sets as an alternative to
          traditional broadcast methods. EnVision supports simulcast, live and play-out
          delivery methods. EnVision also allows distribution of streaming video
          to cell
          phones or mobile networks.
 
 During
          the nine months ended September 30, 2007, we have begun down-linking satellite
          television channels into our network on behalf of customers, encoding them
          into
          digital format to be distributed over the Internet and played out through
          the
          Windows Media Player platform from the content owner’s websites.
 
 Generally,
          Endavo’s business model is to generate revenues by providing managed content and
          services delivery solutions over the Internet and broadband networks, technical
          support, digital commerce transaction processing and other specialized
          services.
          We also expect to receive “set-up” and customization fees for initial
          customization and integration of our products to meet the specific needs
          of our
          content partners within their existing websites or by developing new customer
          interfaces. Once our core systems are in place and operational on our network,
          we expect to quickly accelerate revenue growth and achieve greatly improved
          margins as our ongoing operations are predominantly software
          driven.
  ***The
          Endavo Digital Broadcast System
          (DBS)*****.**Endavo enables digital content
          and services to be distributed all the way down to the end-user’s PC or other
          IP-enabled devices directly, via open or closed web-based portals, accessed
          through any broadband Internet connection, or through “closed” community
          broadband networks controlled by local network service providers. We have
          aggregated and integrated various content delivery, management, tracking
          and
          accounting applications and platforms necessary to provide a comprehensive
          closed digital media broadcast distribution platform that delivers content
          programming and allows for content and service management directly to many
          end
          users in multiple formats and over multiple platforms from our media management
          system.
  Endavo's
          integrated content management and distribution solution is comprised of
          the
          following basic components to create a Digital Broadcast System for digital
          content and services delivery:
  ·
                The
                    Delivery Platforms - An integrated set of multiple content and
                    service
                    delivery platforms used to translate all content and applications
                    into
                    common signals so they all can be transmitted together over a
                    single IP
                    network and delivered to common end-user devices, such as personal
                    computers, mobile devices or set top
                    boxes.
  ·
                The
                    Delivery Network - Endavo delivers digital signals over multiple
                    content
                    delivery networks to enable cost-efficient and reliable distribution
                    over
                    the Internet or directly to other broadband networks, including
                    fiber,
                    wireless and copper, for distribution to geographical groups
                    of end
                    users.
  ·
                The
                    Endavo Media Management System (EMMS) - An integrated digital
                    asset
                    management, programming, delivery and accounting framework that
                    allows
                    Endavo customers to preside over their entire inventory of digital
                    content, manage delivery, track usage, bill for their services,
                    secure and
                    control access to content, and provide customer support. This
                    system also
                    provides remote management capabilities for easy 24/7 access
                    by content
                    and service provider.
  ·
                Connected
                    Networks, Platforms and Devices - Endavo continuously seeks out
                    and
                    partners with hardware and device partners that provide the devices
                    necessary to make network matter for consumers. Appropriate connected
                    devices in a home network environment, or even mobile, allow
                    subscribers
                    to seamlessly manage and access content - including music, photos,
                    TV, and
                    video (movies and self-created), surf the Internet and communicate
                    from a
                    central PC or server .
  ·
                A
                    unique characteristic of Endavo's network will be the capability
                    to use a
                    peer-to-peer system, live/web streaming and flash streaming together
                    in an
                    integrated platform to deliver content to help content owners
                    deliver a
                    unique and rich user experience and create significant bandwidth
                    efficiencies, through flexibility, within an on-demand
                    environment.
 
 Although
          we now have content delivery solutions, which have been tested and deployed
          in
          live environments, and we have begun marketing our solutions commercially
          this
          year, the key risk with Endavo’s business plan at this point is that we may not
          able to deliver our current pipeline of video projects for our customers,
          due to
          technological problems or limited resources, or that our customers are
          not able
          to successfully market their own content or services to a sufficient amount
          of
          targeted broadband users to produce satisfactory revenues for themselves
          or for
          us to sustain operations. Our success financially is largely dependent
          on the
          success of our customers. We have not yet achieved substantial sales since
          launching new products and services in 2006 and, therefore, we remain
          dependent on raising capital from financing resources and we will also
          ask some
          vendors to accept stock as payment for services in order to meet our obligations
          and operating expenses.  There can be no guarantee that these efforts will
          be successful and, therefore, we can provide no absolute assurance of our
          financial success or economic survival.
  *WV
          Fiber Inc.*
 
 On
          August 8, 2006 we closed the purchase of the assets of WV Fiber LLC, a
          provider
          an Internet transit and network transport services, through the United
          States
          Bankruptcy Court for the Middle District of Tennessee Nashville Division.
          All
          assets and operations of WV Fiber LLC were purchased by Louros Networks,
          a
          newly-formed wholly-owned subsidiary of Integrated Media. After unsuccessfully
          improving the financial performance of WV Fiber and to eliminate negative
          cash
          flow and creditor pressures on the company, on April 11, 2007, we sold
          WV Fiber,
          Inc. to Ultra Global Investments, LLC, a company formed by Peter Marcum
          and
          Harish Shah (former directors of Integrated Media Holdings). Since our
          stock
          price declined during the period after acquiring WV Fiber, we were unable
          to
          obtain equity financing necessary to support WV Fiber’s operations or satisfy
          secured creditors of WV Fiber. As a result of the sale,  our financial
          statements for the nine months ended September 30, 2007 include WV Fiber
          only
          through April 10, 2007. Please refer to the “Recent Events” section of
“Managements Discussion & Analysis” for more details of the
          sale.
 
 *Bidchaser,
          Inc.*
 
 On
          October 2, 2006 we closed the merger of Bidchaser, Inc. with our wholly-owned
          subsidiary, BCI Acquisition Corporation, and changed the name of the company
          to
          Bidchaser, Inc. Bidchaser, headquartered in Orlando, Florida, is an information
          technology provider that has created an online trading community and electronic
          commerce engine. The company had considered the development and launch
          of   market specific online merchant portals, including services
          that target Indian consumer markets, such as consumer goods, travel, art,
          entertainment, and web design services.  However, in April 2007,
          Bidchaser senior management resigned from Bidchaser in order to pursue
          the
          purchase of WV Fiber, along with WV Fiber management, which occurred on
          April
          11, 2007. As a result of management’s retirement and early results from
          marketing efforts for merchant portals, we have been unable to support
          Bidchaser’s operations and therefore decided, during the quarter ended June 30,
          2007, to discontinue marketing efforts and Bidchaser operations. We may
          be able
          to utilize some or all of Bidchaser’s software technology to support our content
          delivery business plan as a value-added component of our overall services
          offering and business plan, but we can provide no assurance that we will
          be
          successful in utilizing any of Bidchaser’s remaining assets, which consist
          mainly of proprietary software engineered specifically for their intended
          business of merchant portals. Bidchaser has been without employees or operations
          since April 11, 2007.
 
 **Recent
          Developments**
 
 As
          of September 30, 2007, outstanding Senior Secured Convertible Notes, dated
          February 22, 2005, remained due and payable since February 22, 2007. Since
          the
          notes matured, we have been discussing possible conversion of these notes
          into
          common stock or possible sale of the notes to interested third parties.
          Although
          we believe these notes will ultimately be converted into common stock,
          we can
          provide no assurance that we will successfully negotiate conversion with
          all the
          holders or find a buyer for the notes with the intent of conversion. Our
          common
          stock decline during the quarter has made these negotiations more difficult
          to
          negotiate and finalize. Until these notes are converted or paid, we are
          at risk
          that the holders can demand payment at any time and pursue all rights and
          remedies, under the terms of the note, if we are not able to make payment
          upon
          demand. Since the holders have a general lien on the company to secure
          these
          notes, our ability to survive a claim of this nature and magnitude is doubtful,
          based on our financial position as of September 30, 2007.
 
 On
          April 11, 2007 we completed the sale of WV Fiber Inc. to Ultra Global
          Investments, LLC, a company formed by Peter Marcum (WV Fiber CEO) and Harish
          Shah (Bidchaser CEO) for the purpose of completing this purchase. The purchase
          price for this transaction was as follows: (a) $200,000 cash; (b) assumption
          and
          payment of all indebtedness due from the Company to HT Investments, LLC,
          in the
          principal amount of $1,046,822; (c) assumption of the indebtedness owed
          by the
          us to certain creditors in the total amount of $1,183,500; and (f) common
          stock
          and options in the total amount of 3,633,000 shares (g) Series A Preferred
          stock
          in the amount of 646,700, convertible into approximately 6,200,000 shares
          of
          common stock. We recorded and net gain on the sale of approximately $500,000.
          Our 2007 financials reflect WV Fiber operations from January 1, 2007 until
          April
          11, 2007.
 
 **Results
          of Operations**
 Our
          operating results showed a decrease in revenues, a decrease in operating
          losses
          but a decrease net income for the three-month period ended September 30,
          2007.
          For the nine-month period ended September 30, 2007, we showed an increase
          in
          revenues, a decrease in operating losses and an increase in net income,
          as
          compared to the same periods in 2006.
  
 **Three
                                  Months**
                                **Ended
                                  September 30,**
                              
                              **Nine
                                  Months**
                                **Ended
                                  September 30,****2007**
                              
                              **2006**
                              
                              **2007**
                              
                              **2006****Summary
                                  of Operations**Revenues
                              $      25,897
                              
                              $      567,904
                              
                              $     1,042,579
                              
                              $      594,614Cost
                                  of Revenue
                              (11,109)
                              
                              (508,098)
                              
                              (979,399)
                              
                              (527,924)Gross
                                  Income (Loss)
                              14,787
                              
                              59,806
                              
                              63,179
                              
                              66,690Selling,
                                  general, and administrative costs
                              (256,184)
                              
                              1,343,549
                              
                              1,458,769
                              
                              (3,153,506)Operating
                                  Income (Loss)
                              (241,396)
                              
                              1,403,355
                              
                              1,521,948
                              
                              (3,086,816)Other
                                  Income (Expense)
                              -
                              
                              628,198
                              
                              1,135,585
                              
                              669,411Interest
                                  Expense
                              (29,478)
                              
                              (239,531)
                              
                              (183,511)
                              
                              (710,750)Net
                                  Income (Loss)
                              $  (270,874)
                              
                              $   1,792,022
                              
                              $     2,474,022
                              
                              $   (3,128,155)
 
 Our
          consolidated revenues increased 75% in the nine months ended September
          30, 2007
          compared to the same period in 2006.  Individually, WV Fiber, Endavo
          Media and Bidchaser each generated $996,562, $46,673, and $1,965 in revenues
          respectively. As noted in the Recent Events section above, we sold WV Fiber,
          Inc. to Ultra Global Investments, LLC on April 11, 2007. Therefore, we
          only
          recorded operations results from WV Fiber until April 10, 2007 and will
          not
          record further operations from that company. The most significant contribution
          to our operations during the nine months ended September 30, 2007 was from
          WV
          Fiber. Please refer to “Recent Developments” above for more details of the
          sale.
 
 Our
          revenues decreased 95% during the quarter ended September 30, 2007, compared
          to
          the same period in 2006, to $25,897. This decrease was a result of the
          sale of
          WV Fiber in April 2007, which generated most of our revenue during the
          third
          quarter of 2006, as well as for previous quarters in 2007. All revenue
          in the
          third quarter was generated from Endavo Media.
  Our
          cost of revenues increased modestly as a percentage of our revenues in
          the same
          comparative periods from 88% to 93%.  Our operating expenses decreased
          significantly in the nine months ended September 30, 2007, compared to
          the same
          period in 2006. However, we recorded a reduction of stock options expenses
          (expense credit) in the amount of $2,614,629 during the nine months ended
          September 30, 2007, as a result of a decline in our stock price from December
          31, 2006 and June 30, 2007, and we recorded an expense charge of $927,182
          during
          the same period in 2006. Before accounting for the effect of the stock
          options
          expense reduction this year and charge last year during the same period,
          our
          selling, general and administrative costs were $1,115,860 during the nine
          months
          ended September 30, 2007 compared to $2,226,324 during the same period
          in 2006,
          a decrease of approximately 50%.
 
 Our
          cost of revenues decreased 98% during the quarter ended September 30, 2007,
          compared to the comparative quarter of 2006, to $11,109. This dramatic
          decrease
          was the result of the sale of WV Fiber, which generated most of our revenue
          but
          also had very high cost of sales relative to revenues generated.
 
 ***Revenues***
  For
          the three-month period ended September 30, 2007, we recorded $25,897 in
          revenues, entirely being generated from Endavo Media, since WV Fiber was
          sold on
          April 11, 2007 and Bidchaser ceased operations on the same approximate
          date.
          This resulted in a 95% decrease in revenues during the quarterly period
          ended
          September 30, 2007 compared to the same period in 2006.
 
 Our
          revenues increased to $1,042,579 in the nine-month period ended September
          30,
          2007 from $594,614 in the same period in 2006.  This increase was
          mainly due to the acquisition of the operations of WV Fiber LLC in August
          2006,
          which consists generally of Internet transit and network transport services
          revenues. WV Fiber generated $996,562 in revenue. Our other subsidiary,
          Endavo
          Media, generated revenue in the amount of $46,673 from the sale of its
          content
          delivery network products and services. Bidchaser only generated $1,965
          in
          e-commerce revenue from its merchant web portal, qshopnow.com. As noted
          in
“Recent Developments” above, we sold WV Fiber, Inc. to Ultra Global Investments,
          LLC on April 11, 2007, therefore only recorded revenue from WV Fiber from
          August
          8, 2006 to September 30, 2006, for the nine months ended September 30,
          2006, and
          from January 1, 2007 to April 11, 2007, for the nine months period ended
          September 30, 2007. Please refer to “Recent Developments” above for more details
          of the sale.
 
 ***Cost
          of Revenues and Gross Margins***
 
 Our
          cost of revenues increased significantly to $979,399 in the nine months
          ended
          September 30, 2007 compared to $527,924 in the same period in 2006.This
          significant increase was the result of the acquisition of the network operations
          of WV Fiber LLC into our subsidiary, WV Fiber Inc. The network used for
          providing Internet transit and network transport services has certain fixed
          costs associated with the lease of the fiber network and data center facilities
          around the network.
 
 Our
          gross margin on sales in nine months ended September 30, 2007 was income
          of
          $63,179 compared to a gross income of $66,690 in the same period in 2006.
          WV
          Fiber generated $45,314 in gross income on 996,562 in sales Endavo generated
          $18,521 in gross income on $46,673 in sales, and Bidchaser generated $1,965
          in
          gross income on $1,965 in sales during the nine months ended September
          30,
          2007.
 
 During
          the quarter ended September 30, 2007, our cost of sales was only $11,109
          on
          $25,897 in sales, a margin of $14,787. Since we sold WV Fiber on April
          11, 2007
          and Bidchaser ceased operations approximately the same date, we only recorded
          revenue from Endavo Media. Endavo has a significantly lower cost of sales
          relative to WV Fiber but has yet to produce substantial revenues or, therefore,
          gross income.
 
 ***Selling,
          General and Administrative Costs***
  Selling,
          general and administrative costs decreased to $1,115,860 in nine months
          ended
          September 30, 2007 compared to $2,226,324 in the same period in 2006, before
          accounting for the effect of stock options expenses during the comparative
          periods. For the nine months ended September 30, 2007, we recorded a reversal
          (credit) of our stock options expenses in the amount of $2,614,629, as
          a result
          of the decline in our stock price during the nine months ended September
          30,
          2007. During the comparative period in 2006, we recorded a charge of $927,182
          for stock options expenses. Before the effect of stock options expense
          recognitions, the decrease in our SG&A costs was attributable primarily to
          decreases in stock issued for professional and consulting services. However,
          we
          showed an increase in payroll, commission and contract labor costs, primarily
          due to the acquisition of operations and employees of WV Fiber. We also
          increased our depreciation expense due to the acquisition of network equipment
          of WV Fiber. As noted in the Recent Events footnote above, we sold WV Fiber,
          Inc. to Ultra Global Investments, LLC on April 11, 2007. Please refer to
          Recent
          Developments section above for more details of the sale.
   **Nine
                      Months**
                    **Ended
                      September 30,****Selling,
                      General, Administrative Costs**
                  **2007**
                  
                  **2006**Payroll
                      Expenses
                  $  (2,244,170)
                  
                  $    1,334,042Sales
                      Commissions
                  33,743
                  
                  19,385Contract
                      Labor
                  150,325
                  
                  66,577Office
                      Expense
                  4,599
                  
                  1,023Professional
                      services, including stock and options issued for services
                  263,303
                  
                  1,465,174Travel
                  28,540
                  
                  43,338Bad
                      Debt
                  654
                  
                  -Employee
                      benefits
                  27,068
                  
                  26,275Equipment
                      expense
                  7,984
                  
                  6,181Advertising
                      and marketing
                  34,623
                  
                  28,310Rent
                  24,753
                  
                  10,812Depreciation
                  119,530
                  
                  84,903Other
                  90,280
                  
                  67,486**Total**
                  $  (1,458,769)
                  
                  $    3,153,506
 
 
 ***Other
          Income (Expense)***
  Our
          interest expense decreased significantly in the nine-month period ended
          September 30, 2007 as compared to the same period in 2006, due primarily
          to the
          cancellation of $1,183,500 in loans payable as part of the sale of WV Fiber,
          Inc. We also showed a significant increase in Other Income as a result
          of
          receiving a profit on the sale of WV Fiber.
 
 **Nine
                      Months**
                    **Ended
                      September 30,****Other
                      Income (Expense)**
                  **2007**
                  
                  **2006**Interest
                      Expense
                  $    (183,511)
                  
                  $    (710,750)Other
                      income
                  1,135,585
                  
                  669,411Total
                  $      952,074
                  
                  $      (41,339)
 
 
 **Liquidity
          and Capital Resources**
 
 We
          do not have any significant credit facilities available with financial
          institutions or other third parties. During the three and nine months ended
          September 30, 2007, we generated a gross profit the amount of $14,787 and
          $63,179 respectively. We were required to finance remaining operations
          with the
          cash proceeds from the sale of WV Fiber and from the sale of our own equity
          and
          debt securities. Though we have been successful enough at raising sufficient
          capital to sustain operations in the past, we can provide no assurance
          that we
          will continue to be successful in any future funding efforts. Our stock
          price
          and liquidity has experienced a significant decline during the past year,
          which
          makes it increasing difficult to successfully raise capital using our equity
          securities. Our balance sheet is overburdened with liabilities, compared
          to
          assets, and we have a senior secured loan that is at a high risk of default,
          making it difficult for us to raise capital using debt or to obtain credit
          facilities. If we are unable to either obtain financing from external sources
          or
          generate internal liquidity from operations in the future, we may need
          to
          curtail or cease operations.
 
 Current
          assets at September 30, 2007 totaled $166,382 as compared to approximately
          $628,000 at the beginning of the year. The significant decrease is due
          the sale
          of WV Fiber on April 11, 2007, which held the majority of our current assets.
          Of
          the remaining $166,382, $139,000 represent accounts receivable on the books
          of
          Bidchaser Inc.
 
 We
          expect that a significant portion of our liabilities listed on the balance
          sheet
          under the headings ”Accrued Liabilities” and “Notes Payable” will be retired by
          issuing stock versus cash during the next 12 months, although we cannot
          provide
          assurance that we will successfully convert short term notes and loans
          payable,
          especially if our stock price continues to decline.
 
 We
          are incurring significantly less operating and capital expenditures network
          infrastructure as a result of our sale of WV Fiber as discussed in the
          Recent
          Events section above. Please refer to Recent Events above for more details
          of
          the sale. As Endavo’s business is primarily software driven, the costs of
          acquiring and operating the systems necessary to support operations and
          generate
          revenue are significantly lower than WV Fiber’s fiber network operations. Going
          forward, however, we anticipate that we will need to incur significantly
          more
          sales and marketing costs and a modest amount of additional capital expenditures
          than shown in the past quarter as we expect to procure new equipment and
          software systems to be installed into existing network facilities that
          will
          accommodate the delivery of content and services over our network or the
          network
          of our partners. We anticipate attempting to acquire a credit or leasing
          facilities by a third party in order to finance new equipment expenditures
          but
          can provide no assurance that we will be successful. We also anticipate
          a
          significant increase in Endavo’s SG&A costs in the future, as the company
          rolls out its sales and marketing plans for content delivery products and
          services during the rest of 2007 and into 2008. Until we achieve substantial
          revenues or profitability over several quarters, we will be dependent on
          raising
          capital in order to remain in operation.
 
 **Going
          Concern**
 
 Our
          financial statements have been prepared in accordance with accounting principles
          generally accepted in the United States applicable to a going concern that
          contemplates the realization of assets and the satisfaction of liabilities
          and
          commitments in the normal course of business. Our general business strategy
          is
          unproven, and we have only recently begun to record revenues. To date,
          we have
          relied primarily on the sale of our equity and debt securities to fund
          our
          operations. We have incurred losses since our inception and we continue
          to incur
          legal, accounting, and other business and administrative expenses. Our
          auditor
          has therefore recognized that there is substantial doubt about our ability
          to
          continue as a going concern.
 
 
 ITEM
          3.                      CONTROLS
          AND PROCEDURES
 
 Disclosure
          controls and procedures are designed with an objective of ensuring that
          information required to be disclosed in our periodic reports filed with
          the
          Securities and Exchange Commission, such as this Quarterly Report on Form
          10-QSB, is recorded, processed, summarized and reported within the time
          periods
          specified by the Securities and Exchange Commission. Disclosure controls
          also
          are designed with an objective of ensuring that such information is accumulated
          and communicated to our management, including our chief executive officer
          and
          chief financial officer, in order to allow timely consideration regarding
          required disclosures.
 
 The
          evaluation of our disclosure controls by our chief executive officer, who
          is
          also our acting chief financial officer, included a review of the controls’
objectives and design, the operation of the controls, and the effect of
          the
          controls on the information presented in this Quarterly Report. Our management,
          including our chief executive officer, does not expect that disclosure
          controls
          can or will prevent or detect all errors and all fraud, if any. A control
          system, no matter how well designed and operated, can provide only reasonable,
          not absolute, assurance that the objectives of the control system are met.
          Also,
          projections of any evaluation of the disclosure controls and procedures
          to
          future periods are subject to the risk that the disclosure controls and
          procedures may become inadequate because of changes in conditions, or that
          the
          degree of compliance with the policies or procedures may
          deteriorate.
 
 Based
          on his review and evaluation as of the end of the period covered by this
          Form
          10-QSB, and subject to the inherent limitations all as described above,
          our
          chief executive officer, who is also our acting chief financial officer,
          has
          concluded that our disclosure controls and procedures (as defined in Rules
          13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain
          material weaknesses and are not effective.
 
 A
          material weakness is a significant deficiency, or a combination of significant
          deficiencies, that results in more than a remote likelihood that a material
          misstatement of the annual or interim financial statements will not be
          prevented
          or detected.
 
 The
          material weaknesses we have identified are the direct result of a lack
          of
          adequate staffing in our accounting department. Currently, our chief executive
          officer and a controller have sole responsibility for receipts and
          disbursements. We do not employ any other parties to prepare the periodic
          financial statements and public filings. Reliance on these limited resources
          impairs our ability to provide for a proper segregation of duties and the
          ability to ensure consistently complete and accurate financial reporting,
          as
          well as disclosure controls and procedures. As we grow, and as resources
          permit,
          we project that we will hire such additional competent financial personnel
          to
          assist in the segregation of duties with respect to financial reporting,
          and
          Sarbanes-Oxley Section 404 compliance.
 
 We
          believe that we will be able to improve our financial reporting and disclosure
          controls and procedures and remedy the material weakness identified
          above.
  
  **PART
          II – OTHER INFORMATION**
 
 ITEM
          1.                      LEGAL
          PROCEEDINGS
 
 None,  although
          we may, from time to time, be party to certain legal proceedings and other
          various claims and lawsuits in the normal course of our business, which,
          in the
          opinion of management, are not material to our business or financial
          condition.
 
 ITEM
          6.                      EXHIBITS
          AND REPORTS ON FORM 8-K
 
 (a).
          Exhibits and Index of Exhibits
 
 The
          following exhibits are either attached hereto or incorporated herein by
          reference as indicated:
 
 Exhibit
                        Number
                    
                    Description31
                    
                    Certification
                        of Chief Executive and Chief Financial Officer pursuant to
                        SEC Release No.
                        33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                        Act of
                        200232
                    
                    Certification
                        of Chief Executive and Chief Financial Officer pursuant to
                        18 U.S.C.
                        Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act
                        of 2002
  (b).
          Reports on Form 8-K.
  **Item
          4.01 Changes in Registrant's Certifying Accountant. Merger Involving Independent
          Accountants**On July 1, 2007, we were informed by Ronald N.
          Silberstein, CPA, PLLC ("RNS"), the independent registered public accounting
          firm for Integrated Media Holdings, Inc. (the "Company"), as
          follows:
  1.
          RNS has consummated a merger (the "Merger") with Maddox Unger, PLLC ("MU").
          The
          name of the post-merger firm is Maddox Ungar Silberstein, PLLC ("Maddox
          Ungar
          Silberstein"), which is registered with the Public Company Accounting Oversight
          Board (United States); and
   2.
          We are required to file this Form 8-K as notification that Maddox Ungar
          Silberstein succeeds RNS as our independent registered auditor.
   **Changes
          in Registrant's Certifying Accountants.**As a result of the Merger, on
          July 1, 2007, RNS resigned as the Company's independent registered auditor.
          The
          Company has engaged Maddox Ungar Silberstein as its independent registered
          auditor effective July 1, 2007. The decision to change auditors was approved
          by
          the Company's board of directors. The Company did not consult with Maddox
          Ungar
          Silberstein on any matters prior to retaining such firm as its independent
          registered auditor.
   RNS's
          audit report on the financial statements of the Company for the fiscal
          year
          ended December 31, 2006 contained no adverse opinion or disclaimer of opinion,
          nor were they qualified or modified as to uncertainty, audit scope or accounting
          principles, except that the audit reports on the financial statements of
          the
          Company for the fiscal year ended December 31, 2006 contained an uncertainty
          about the Company's ability to continue as a going concern.
   During
          the year ended December 31, 2006, and through the interim period ended
          July 1,
          2007, there were no disagreements with RNS on any matter of accounting
          principles or practices, financial statement disclosure, or auditing scope
          or
          procedures, which disagreements if not resolved to the satisfaction of
          RNS would
          have caused them to make reference thereto in their reports on the financial
          statements for such periods.
   During
          the year ended December 31, 2006, and through the interim period ended
          July 1,
          2007, RNS did not advise the Company with respect to any of the matters
          described in paragraphs (a)(1)(iv)(A) and (B) of Item 304 of Regulation
          S-B.
   On
          July 5, 2007, the Company provided RNS with its disclosures in this Form
          8-K
          disclosing the resignation of RNS and requested in writing that RNS furnish
          the
          Company with a letter addressed to the Securities and Exchange Commission
          stating whether or not they agree with such disclosures. RNS's response
          is filed
          as an exhibit to this Current Report on Form 8-K.
  **SIGNATURES**
 
 Pursuant
        to the requirements 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.
 
 **INTEGRATED
                  MEDIA HOLDINGS, INC.**Date: November
                  16, 2007
              By:/s/
                  PAUL D HAMMPaul D Hamm, Chief Executive Officer and Chief Financial
                  Officer