UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington
D.C., 20549





FORM
10-Q/A


Amendment
No. 2





[X] Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For the
quarterly period ended March 31, 2008




[
] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act


(Mark
One)





Commission
File No. 001-16381





INTEGRATED
MEDIA HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)


Doing
Business As


ARRAYIT
COMPANY






Delaware
            76-0600966(State
      of other jurisdiction of incorporation)
            (I.R.S.
      Employer Identification No.)524
      East Weddell Drive
              Sunnyvale,
      CA
            94089(Address
      of Principal Executive Office)
            (Zip
      Code)








Registrant’s telephone number,
including area code: (408) 744-1331





Securities registered pursuant to
Section 12 (b) of the Act:NONE





Securities registered pursuant to
Section 12 (g) of the Act:Common Stock $0.001 par value







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 October 3,
2008 was approximately 16,419,262  shares of common stock, par
value $.001.




Transitional
Small Business Disclosure Format: Yes []  No  þ





1




EXPLANATORY
NOTE




Integrated
Media Holdings, Inc. (“IMHI”, the “Company,” “we,” “us,” or “our”) is filing
this Form 10-Q/A (the “Amended Report”) to its Quarterly Report on Form 10-QSB
for its quarterly period ended March 31, 2008, originally filed with the US
Securities and Exchange Commission (“SEC”) on May 20, 2008  (the
“Original Filing”) and amended previously on October 3, 2008 (the “Amended
Filing”) for the purpose of including the following Certifications, which were
mistakenly left out of the Amended Filing: and including the Amended and
Restated Plan of Merger between Integrated Media Holdings, Inc. and Arrayit
Corporation.




·
            Certification
      of Chief Executive Officer pursuant to Rule
      13a-14(a)/15d-14(a);




·
            Certification
      of Chief Financial Officer pursuant to Rule
      13a-14(a)/l5d-14(a);




·
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, 18 U.S.C.
1350;




·
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350;
and




·
            Amended
      and Restated Plan of Merger between Integrated Media Holdings, Inc. and
      Arrayit Corporation




Except as
discussed above, we have not modified or updated disclosures presented in the
Original Filing or the Amended Filing. Accordingly, this Amended Report does not
reflect events occurring after our Original Filing or modify or update those
disclosures affected by subsequent events, except as specifically referenced
herein.





2




Exhibits


2.01
            Amended
      and Restated Plan of Merger between Integrated Media Holdings, Inc. and
      Arrayit Corporation*




31.01
            Certification
      of Chief Executive Officer pursuant to Rule
      13a-14(a)/15d-14(a)*




31.02
            Certification
      of Chief Financial Officer pursuant to Rule
      13a-14(a)/l5d-14(a)*




32.01
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, 18 U.S.C.
1350*




32.02
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, 18 U.S.C
1350*




*
      Filed herewith.




3




SIGNATURES




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





INTEGRATED
      MEDIA HOLDINGS, INC.Dated:
      November 24, 2008
            By:
      /s/ RENE’ A. SCHENARene’
      A. Schena, Chairman , Director, CEO &
CFO






In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.







INTEGRATED
      MEDIA HOLDINGS, INC.Dated:
      November 24, 2008
            By:
      /s/RENE’ A. SCHENARene’
      A. Schena, Chairman , Director, CEO & CFO
              (Principal
      Executive Officer and acting Principal Financial and Accounting
      Officer)Dated: November
      24, 2008
            By:
      /s/ TODD J. MARTINSKYTodd
      J. Martinsky, Director, Vice President &
COO





4




Exhibit 2.01


Amended
and Restated Plan of Merger between Integrated Media Holdings, Inc. and Arrayit
Corporation


AMENDED
AND RESTATED PLAN AND AGREEMENT OF MERGER




of




Integrated
Media Holdings, Inc.




(A
Delaware Corporation)




and




Arrayit
Corporation




(A Nevada
Corporation)




AMENDED AND RESTATED PLAN AND
AGREEMENT OF MERGER entered into on April 08, 2008, by and between
Integrated Holdings, Inc., a Delaware corporation (“Integrated Media”), and
Arrayit Corporation, a Nevada corporation (“Arrayit”).




WHEREAS, Integrated Media is a
business corporation of the State of Delaware whose registered agent is The
Corporation Trust Company and its registered office therein is located at 1209
Orange Street, Wilmington, County of Newcastle, Delaware; and




WHEREAS, the total number of
shares of stock which Integrated Media has authority to issue is 105,000,000, of
which 100,000,000 are common stock, $.001 par value per share, and 5,000,000 are
preferred stock, $.001 par value per share; and




WHEREAS, Arrayit is a business
corporation of the State of Nevada whose registered agent is Inc. Plan of Nevada
and its registered office therein is located at 613 Saddle Rider Court,
Henderson, Nevada; and




WHEREAS, the total number of
shares of stock which Arrayit has authority to issue is 500,000,000, of which
480,000,000 are common stock, $.001 par value per share, and 20,000,000 are
preferred stock, $.001 par value per share; and




WHEREAS, the Delaware General
Corporation Law Act permits a merger of a business corporation of the State of
Delaware with and into a business corporation of another jurisdiction;
and




WHEREAS, the Revised Statutes
of the State of Nevada permit the merger of a business corporation of another
jurisdiction with and into a business corporation of the State of Nevada;
and




WHEREAS, Integrated Media and
Arrayit and the respective Boards of Directors thereof declare it advisable and
to the advantage, welfare, and best interests of said corporations and their
respective stockholders to merge Integrated Media with and into Arrayit pursuant
to the provisions of the Delaware General Corporation Law and pursuant to the
provisions of the General Corporation Law of the State of Nevada upon the terms
and conditions hereinafter set forth;




NOW, THEREFORE, in
consideration of the premises and of the mutual agreement of the parties hereto
hereby determine and agree as follows.




5




ARTICLE
I




MERGER




1.1.
CONSTITUENT
CORPORATIONS.  The name, address and jurisdiction of
organization of each of the constituent corporations are set forth
below.




A. Integrated Media, a corporation
organized under and governed by the laws of the State of Delaware with a
principal place of business at 524 East Weddell Drive, Sunnyvale, CA 94089 (the
“terminating corporation”).




B. Arrayit, a corporation organized
under and governed by the laws of the State of Nevada with a principal place of
business at 12000 Westheimer Rd, Ste 340, Houston, Texas (the “surviving
corporation”).




1.2.
SURVIVING
CORPORATION.  Arrayit shall be the surviving
corporation.  The corporate name, Articles of Incorporation, bylaws,
registered agent and registered office of Arrayit shall survive the merger
without amendment or revision and be the Articles of Incorporation, bylaws,
registered agent and registered office of the surviving
corporation.




1.3.
SURVIVING CORPORATE
MATTERS.  The principal place of business, officers and
directors, indemnification agreements with officers and directors, all binding
agreements, the Amended and Restated 2004 Directors, Officers and Consultants
Stock Option, Stock Warrant and Stock Award Plan registered with the Securities
and Exchange Commission on Form S-8 effective December 19, 2005, as well as
creation and adoption of the Executive Committee, Compensation Committee, Audit
Committee, Code of Business Ethics, and Governance Committee shall survive the
merger without amendment or revision and be the indemnification agreements with
officers and directors, other binding agreements, the Amended and Restated 2004
Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award
Plan, the Executive Committee, Compensation Committee, Audit Committee, Code of
Business Ethics, and Governance Committee of the surviving
corporation.




1.3.
MERGER. On the Effective
Date (as hereinafter set forth) and subject to the terms and conditions of this
Agreement, the applicable provisions of the Delaware General Corporation Law
(“Delaware Law”), and the applicable provisions of Title 7, Chapter 78 of the
Nevada Revised Statutes (“Nevada Law”), Integrated Media is merged with and into
Arrayit.  The separate existence of Integrated Media shall cease on
and after the Effective Date.




ARTICLE
II




EXCHANGE
AND CONVERSION OF SHARES




2.1.
CONVERSION OF CAPITAL
STOCK.




A. On the Effective Date, each thirty
(30) issued and outstanding shares of the common stock, $.001 par value per
share, of Integrated Media shall be converted into the right to receive one (1)
fully paid and non-assessable share of the common stock, $.001 par value per
share, of Arrayit.




B. On the Effective Date, each issued
and outstanding share of the preferred stock of any series or class of
Integrated Media shall be converted into the right to receive one fully paid and
non-assessable share of preferred stock, $.001 par value per share, of Arrayit
with substantially identical rights and preferences.




2.2.
FRACTIONAL SHARES. No
fractional shares or script representing fractional shares shall be issued by
Arrayit as a result of the merger. Each fractional share that would otherwise
result from the merger shall be cancelled and returned to the authorized and
unissued capital stock of Arrayit and the holder shall be paid cash in an amount
equal to the market value of one full share.




2.3.
CANCELLATION OF EXISTING
SHARES.  On the Effective date, each share of the common stock,
$.001 par value per share, of Arrayit outstanding immediately prior to the
merger shall be cancelled and returned to the authorized and unissued capital
stock of Arrayit.




6




ARTICLE
III




ADDITIONAL
COVENANTS AND AGREEMENTS




3.1.
OUTSTANDING OPTIONS AND
WARRANTS. Except to the extent otherwise provided in outstanding options,
warrants, and other rights to purchase shares of the common stock, $.001 par
value per share, of Integrated Media, each option, warrant or other right to
purchase thirty (30) shares of the common stock, $.001 par value per share, of
Integrated Media, shall be exercisable to purchase one (1) share of the common
stock, $.001 par value per share, of Arrayit for an exercise price in the amount
of 30 times the original exercise price on the remaining same terms and
conditions.




3.2.
SUBMISSION TO SERVICE IN
DELAWARE. Arrayit agrees that it may be served with process in the State
of Delaware in any proceeding for enforcement of any obligation of the Arrayit
arising from this merger, including any suit or other proceeding to enforce the
rights of any stockholders as determined in appraisal proceedings pursuant to
the provisions of Section 262 of the Delaware General Corporation laws, and
irrevocably appoints the Secretary of State of Delaware as its agent to accept
services of process in any such suit or proceeding.




3.3.
COOPERATION. The parties
hereto agree that they will cause to be executed and filed and recorded any
document or documents prescribed by Delaware Law or Nevada Law, and that they
will cause to be performed all necessary acts within the State of Delaware and
the State of Nevada and elsewhere to effectuate the merger herein provided
for.




3.4.
ADDITIONAL ASSURANCES.
Integrated Media hereby appoints the officers and directors, each acting alone,
as its true and lawful attorneys in fact to do any and all acts and things, and
to make, execute, deliver, file, and record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement or of the merger
herein provided for.




ARTICLE
IV




EFFECTIVE
DATE




4.1.
EFFECTIVE DATE. This
merger shall be effective in the State of Delaware and the State of Nevada on
the last to occur of the following (the “Effective Date”):




A. the approval of this Agreement by
the stockholders of Integrated Media in accordance with Delaware Law;
or




B. the date this Agreement, or a
certificate of merger meeting the requirements of Delaware Law, is filed with
the Secretary of State of the State of Delaware; or




C. the date this Agreement, or articles
of merger meeting the requirements of Nevada Law, is filed with the Secretary of
State of the State of Nevada




4.2.
TERMINATION.
Notwithstanding the full approval and adoption of this Agreement, the said
Agreement may be terminated by either party at any time prior to the filing
thereof with the Secretary of State of the State of Nevada.




4.3.
AMENDMENT.
Notwithstanding the full approval and adoption of this Agreement, this Agreement
may be amended at any time and from time to time prior to the filing thereof
with the Secretary of State of the State of Nevada except that, without the
approval of the stockholders of Integrated Media and the stockholders of
Arrayit, no such amendment may (a) change the rate of exchange for any shares of
Integrated Media or the types or amounts of consideration that will be
distributed to the holders of the shares of stock of Integrated Media; (b)
change any term of the Articles of Incorporation of Arrayit; or (c) adversely
affect any of the rights of the stockholders of Integrated Media or
Arrayit.




7




ARTICLE
V




MISCELLANEOUS




5.1.
COUNTERPARTS. This
Agreement may be executed in one or more counterparts, each of which may have
different signatures and be signed at different times. When all parties have
signed at least one counterpart, each counterpart shall be deemed complete and
shall constitute the same instrument.




5.2.
ENTIRE AGREEMENT. This
Agreement and the is intended by the parties to be the final expression of their
agreement with respect to the matter set forth herein and is intended to contain
all of the terms of such agreement without the need to refer to other documents.
There are no other understandings, written or oral, among the parties with
respect to the matter set forth herein.




5.3.
AMENDMENT. This
Agreement may not be amended except by a written instrument signed by the
parties hereto.




IN WITNESS WHEREOF, this
Agreement is hereby executed upon behalf of each of the parties thereto as of
the 8th day of
April, 2008.




INTEGRATED
MEDIA HOLDINGS, INC. a Delaware corporation




By::
            /s/ William L.SklarWilliam
      L. Sklar, Chief Executive Officer &
  President







ARRAYIT
CORPORATION a Nevada corporation









By::
            Rene A. SchenaRene’
      A. Schena, Chairman & Chief Executive
  Officer








8




Exhibit
31.01


Certification
of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)





CERTIFICATION
PURSUANT TO




18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002


I, Rene
A. Schena certify that:







1.
            I
      have reviewed this Quarterly Report on Form 10-Q/A of Integrated
      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.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control 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(s) 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.




/s/  Rene
A. Schena





Rene A.
Schena


Chief
Executive Officer




November
24, 2008


9





Exhibit
31.02
 Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)





CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002


I, Rene
A. Schena certify that:







1.
            I
      have reviewed this Quarterly Report on Form 10-Q/A of Integrated
      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.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control 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(s) 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.




/s/  Rene
A. Schena





Rene A.
Schena


Chief
Financial Officer




November
24, 2008


10


Exhibit
32.01


Certification
of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. 1350




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 Integrated Media
Holdings,  Inc. (the “Company”) on Form 10-Q/A for the period
ending March 31, 2008 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), I, Rene A. Schena certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:







(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 results of operations of the Company.




/s/  Rene
A. Schena





Rene A.
Schena


Chief
Executive Officer




November
24, 2008


11


Exhibit
32.02
 Certification
of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. 1350





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 Integrated Media
Holdings,  Inc. (the “Company”) on Form 10-Q/A for the period
ending March 31, 2008 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), I, Rene A. Schena certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:







(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 results of operations of the Company.




/s/  Rene
A. Schena





Rene A.
Schena


Chief
Financial Officer




November
24, 2008


12