**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 March 31, 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**
                (Address
                  of Principal Executive Offices)
              **30238**
                (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 May 18, 2007
          was approximately
          17,250,000 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 MARCH 31, 2007**
 
 **TABLE
        OF CONTENTS**
 **PART
                    I**
                  **FINANCIAL
                    INFORMATION****Page**Item
                    1. Financial StatementsCondensed
                    Consolidated Unaudited Balance Sheet as of March 31, 2007
                1Condensed
                    Consolidated Unaudited Statements of Operations for the Three
                    Months ended
                    March 31, 2007 and 2006
                2Condensed
                    Consolidated Unaudited Statements of Cash Flows for the Three
                    Months ended
                    March 31, 2007 and 2006
                3Notes
                    to the Condensed Consolidated Unaudited Financial
                    Statements
                4Item
                    2. Management’s Discussion and Analysis
                8Item
                    3. Controls and Procedures
                14**PART
                    II****OTHER
                    INFORMATION**Item
                    1. Legal Proceedings
                15Item
                    6. Exhibits
                15SIGNATURES
  
  
  **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
        March 31, 2007
 
 **Assets**Current
                  assets:Cash
              $
                  16,610Accounts
                  receivable, net of allowance for doubtful accounts of $0 and $0,
                  respectively
              596,787Prepaid
                  Expenses
              21,218Deposits
              -Total
                  current assets
              634,615Property
                  and equipment, net
              1,137,491Other
                  Assets
              56,204Goodwill
              3,142,219Total
                  assets
              $
                  4,970,529**Liabilities
                  and Stockholders' Deficit**Current
                  liabilities:Accounts
                  payable
              $
                  1,560,509Accrued
                  liabilities
              1,196,719Notes
                  payable including related parties
              2,982,109Total
                  current liabilities
              5,739,337Stockholders'
                  deficitPreferred
                  stock, $.001 par value; 1,000,000 shares authorized, 2,817,557
                  and
                  3,821,197 shares issued and outstanding, respectively
              2,922Common
                  stock, $.001 par value, voting, 100,000,000 shares authorized,
                  16,368,710
                  and 5,908,640 shares issued and outstanding, respectively
              17,160Additional
                  paid-in capital
              25,493,659Accumulated
                  deficit
              (26,282,548)Total
                  stockholders' deficit
              (768,808)Total
                  liabilities and stockholders' deficit
              $
                  4,970,529
  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
 for
        the
        three months ended March 31,
 2007
              
              2006Total
                  revenues
              
              $
                  914,077
              
              $
                  995Cost
                  of sales
              
              (859,368)
              
              (13,030)Gross
                  income (loss)
              
              54,709
              
              (12,035)Selling,
                  general, and administrative expense
              
              764,075
              
              (647,112)Income
                  (loss) from operations
              
              818,784
              
              (659,147)Other
                  income (expense)
              
              845
              
              16,780Interest
                  expense
              
              (229,520)
              
              (239,320)Net
                  income (loss)
              
              590,109
              
              (881,687)Imputed
                  preferred stock dividend
              
              0
              
              (1,891,493)Net
                  income (loss) attributable to common shareholders
              
              $590,109
              
              $(2,773,180)Net
                  income (loss) per common share - basic and diluted
              
              $0.04
              
              $(1.42)Weighted
                  average shares - basic and diluted
              
              16,810,710
              
              1,948,042
 
 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
        three months ended March 31,
 **2007**
                
                **2006****Cash
                    flows from operating activities:**Net
                    income (loss)
                
                $
                    590,109
                
                $
                    (881,687)Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Depreciation
                    and amortization
                
                72,008
                
                21,832Stock
                    and options issued for services
                
                (1,248,652)
                
                365,100Amortization
                    of discount on long-term debt
                
                -
                
                177,637Interest
                    expense converted to equity or debt
                
                123,368Decrease
                    (increase) in:Accounts
                    Receivable
                
                11,636
                
                -Deposits
                    and Prepaid Expenses
                
                (17,649)
                
                -Increase
                    (decrease) in:Accounts
                    Payable
                
                173,122
                
                50,395Accrued
                    liabilities
                
                149,326
                
                177,999Net
                    Cash used by operating activities
                
                (146,732)
                
                (88,724)**Cash
                    flows used in investing activities**Purchases
                    of property and equipment
                
                (27,401)
                
                (1,300)Additions
                    to Security Deposits
                
                10,000
                
                -Net
                    cash provided by investing activities
                
                (17,401)
                
                (1,300)**Cash
                    flows from financing activities:**Proceeds
                    from issuance of common stock
                
                107,403
                
                -Proceeds
                    from issuance of notes payable
                
                60,141
                
                -Proceeds
                    on convertible short-term debt
                
                -
                
                86,000Payments
                    on convertible long-term debt
                
                (2,998)
                
                -Net
                    cash provided by financing activities
                
                164,547
                
                86,000Net
                    increase (decrease) in cash and cash equivalents
                
                414
                
                (4,024)Cash
                    and cash equivalents at beginning of period
                
                16,196
                
                5,458**Cash
                    and cash equivalents at end of period**
                
                $16,610
                
                $1,434
 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.
 
 *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 three months ended March 31, 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 57,700,000
        shares
        of common stock, are not included in the diluted earnings per share calculation
        for March 31, 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 collectibility 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
        Company  had
        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 March 31, 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 March 31, 2007 and
        2006
        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.
        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 Company had declared this registration effective in May 2005,
        but it
        is no longer effective as of March 31, 2007.
 The
        debt
        is convertible to common stock at a beneficial conversion rate of $0.38 per
        share and 1,597,529 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 March 31, 2007, $1,425,000
        has been amortized, although we continue to show accrued interest payable
        in the
        amount of $218,788. We have paid interest on these notes in the total amount
        of
        $21,079 in exchange for 79,038 shares common stock as of March 31,
        2007.
 
 Convertible
        Promissory Notes payable purchased by a private equity fund totaled $2,361,300.
        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 converted into 491,937
        shares (adjusted for reverse split), leaving $455,300 in principal amount
        outstanding as of March 31, 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.
 
 In
        2006,
        the Company issued Promissory Notes to the same private equity fund holding
        Convertible Promissory Notes described above, in the total amounts of $119,000
        in exchange for proceeds in the amount of $109,000. 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 March 31, 2007, a total amount of $119,000 of these Promissory
        Notes remains 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 with no interest payable
        or
        accrued.
 
 On
        From
        July to December 2006, we issued promissory notes to certain individual
        accredited investors in the total amount of $1,228,000 in exchange for proceeds
        in the same amount. These Notes carry a simple interest rate of 15% or 18%
        per
        annum and are payable on demand after 180 days from the issue date or they
        are
        convertible into units of common stock and warrants at a rate of one unit
        for
        every $5.00 converted. The units equal 10 shares of common stock and 20 five
        year warrants with an exercise price of the greater of 50% of the market
        price
        or $.50. The proceeds of this financing were used for the acquisition of
        the
        assets and operations of WV Fiber LLC.
 
 On
        August
        8, 2006, our subsidiary, WV Fiber Inc (formerly Louros Networks Inc), issued
        a
        $850,000 secured promissory note to HT Investments LLC a post-petition secured
        creditor of WV Fiber LLC, the company from which we completed an asset purchase.
        The issuance of this note was required to complete our acquisition of network
        assets from WV Fiber LLC. The promissory note bears no interest and is payable
        on November 8, 2006, secured by the assets purchased and placed in our
        subsidiary, WV Fiber Inc. 60% of the note is payable in cash and 40% of the
        note
        is payable in Series A Preferred shares of the company, unless it is unlawful
        for holders to accept the preferred shares. The preferred shares payable
        have
        been contributed to the company by SovCap Equity Partners, Ltd, the largest
        Series A Preferred shareholder. The promissory note is currently due and
        payable
        and we are working actively with the note holders to prevent foreclosure
        of the
        security agreement while we are raising private capital to pay the note.
        There
        is no guaranty that we will be able to raise sufficient capital to pay the
        note
        and, therefore, maintain the risk of foreclosure on certain assets held by
        WV
        Fiber, Inc. This note became due on November 8, 2006, with a 20-day grace
        period. We were able to extend the payment terms by agreement with HT Investment
        and amended the note on February 4, 2007 to reflect a new principal amount
        of
        $1,046,822, secured by all of the stock of WV Fiber Inc. However, if we make
        scheduled monthly payments in full, beginning March 15, 2007, the total amount
        payable on the note will be $1,035,000.
 
 On
        September 20, 2006, we issued a promissory note in the amount of $35,000
        to a
        related party in exchange for cash proceeds in the same amount. The promissory
        note is payable after 180 days upon demand by the holder and bears a simple
        interest rate of 15%.
 
 NOTE
        4—COMMON STOCK TRANSACTIONS
 
 The
        Company issued 224,064 shares of common stock for services valued at $51,900
        in
        total during the three months ended March 31, 2007. We also issued 37,500
        Series
        A Preferred shares for services valued at $50,400 during the three months
        ended
        March 31, 2007. For the first quarter ending March 31, 2007, we recorded
        $102,300 in consulting services in exchange for common or preferred
        stock.
 
 On
        January 22, 2007, we issued 200,000 shares of restricted common stock to
        an
        offshore accredited investor in exchange for $50,000 in net proceeds under
        a
        private purchase agreement. The issuance was exempt under Regulation S.
 
 On
        February 9, 2007, we issued 280,000 shares of restricted common stock to
        SovCap
        Equity Partners, Ltd., a non-U.S. affiliate holder of our company, in exchange
        for cash proceeds of $52,500 under a private purchase agreement and exempt
        under
        Regulation S.
 
 On
        March
        9, 2007, we issued 64,830 shares of restricted common stock partially in
        exchange for cash proceeds of $5,000 under a private purchase agreement and
        partially as consideration for payment of an account payable for rent.
 
 NOTE
        5 -
        SUBSEQUENT EVENTS
  On
        April
        1, 2007, the board of directors recommended and majority shareholders approved
        by consent the sale of WV Fiber Inc. to Ultra Global Investments, LLC, a
        company
        formed by Peter Marcum and Harish Shah for the purpose of completing this
        purchase. The sales price for this transaction was as follows: (a)
        $200,000, payable in equal installments of $50,000 each, with the first such
        installment being due on April 11, 2007, and subsequent installments due
        pursuant to a Promissory Note, which was issued and delivered to us on the
        Closing Date; (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 $1,464,484, as set forth in more detail in a schedule attached
        to the
        purchase agreement; (e) assumption by the Buyer of indebtedness in the amount
        of
        $87,500 owed by the Seller to M & A Partners, Inc., dated October 26, 2006;
        and (f) surrender to the Seller for cancellation of Seller’s capital stock or
        employee options or warrants exercisable for common stock equivalent, in
        the
        aggregate, to approximately 4,000,000 shares of common stock (assuming
        conversion of any preferred shares included within the capital stock so
        surrendered), provided, however, that this clause shall be satisfied if Buyer
        surrenders or causes surrender of such stock, options and warrants equivalent
        to
        at least 3,600,000 shares of common stock; and (g) surrender to the Seller
        for
        cancellation of an additional 402,607 shares of Seller’s preferred stock,
        convertible into approximately 3,900,000 shares of common stock. We have
        filed
        an Information Statement on Form 14C with the Securities and Exchange Commission
        and have mailed notice to our shareholders.
 
 Pursuant
        to the sale of WV Fiber, Peter Marcum and Harish Shah resigned from our board
        of
        directors on April 11, 2007. There were no disagreements between Mr. Marcum
        or
        Mr. Shah and the Company.
 
 7
  
  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 three months
        ended March 31, 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. 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 new business plans. Endavo now operates as
        a
        wholly owned subsidiary of Integrated Media Holdings, Inc. 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.
 8
  
  
  After
        our
        September 2005 staff reorganization and under a newly refocused business
        plan,
        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 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 owners of independent
        film
        libraries, TV shows 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
        3 rd quarter
        of 2006.
 
 EnHance provides
        a cost effective method for owners of web-based communities or portals to
        keep
        their users coming back to their websites by pushing DVD-quality video content
        directly to the desktop of each user. We target the EnHance solution toward
        content owners who have an existing inventory of video content or programs
        that
        has a current audience, whether radio, web or television. EnHance enables
        a
        content owner to increase or strengthen their existing viewer or listener
        base
        by cost-effectively offering programs to any broadband connected user worldwide.
        EnHance utilizes the latest managed peer-to-peer (P2P) distribution platform
        technologies, integrated into our distribution EcoSystem.
 
 EnGage
        is
        our “Broadband TV” platform that allows content owners to de liver
        “channels” of video content
        directly to viewers who have installed a simple to use interface in their
        PC or
        Microsoft Media Center Edition PC. Once a viewer subscribes to an
        EnGage-delivered service, offered through Media Center or specific web
        portals , p rograms
        for each channel
        are regularly delivered to the user i n
        full
        screen, DVD qualit y
        for
        on-demand viewing. During the first quarter of 2007, we began repackaging
        our
        EnGage product to become a solution that allows *Content
        Owners* to
        distribute and publish their digital content on other networks, platforms
        and
        devices connected to our network as “connected network” partners.
 
 During
        the 3 rd quarter
        of 2006, we began testing our IPTV and web streaming content delivery solution,
        EnVision, for certain perspective customers. We have begun down-linking specific
        satellite television channels into our network, encoding them into digital
        format and transcoding them into Window Media Video format to be played out
        through the Windows Media Player on a any personal computer that is connected
        to
        the streaming server through the Internet or over our network. We plan to
        market
        EnVision streaming services to content customers beginning in the 4 th quarter
        of 2006, in addition to marketing our EnHance and EnGage on-demand solutions.
  ***The
        Endavo Digital Broadcast System (DBS)*** **.** Endavo
        enables digital content and services to be distributed all the way down to
        the
        end-user PC or enabled device directly, via delivery portals and broadband
        Internet connections, or through entirely managed community networks controlled
        by local network service providers. We have pulled together all the service
        delivery, management and accounting components necessary to provide an
        end-to-end, "trusted" digital media distribution system that guarantees
        delivery, QoS and accountability all the way up and down the value chain
        - from
        content to consumers.
  Endavo's
        integrated content and services 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 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 the PC or Media
                Center.  ·
            The
                Delivery Network - Endavo delivers digital signals over national
                IP/MPLS
                backbone network that enable cost-efficient distribution over the
                Internet
                or that can be picked up by directly by broadband communities around
                the
                network and delivered over local fiber or other last-mile broadband
                media,
                including wireless and copper, all the way to geographical groups
                of end
                users. A unique characteristic of Endavo's network will be the capability
                to broadcast, multicast and unicast content, providing significant
                bandwidth efficiencies and flexibility.  ·
            The
                Endavo Media Management System (EMMS) - An integrated digital asset
                management and accounting framework allows Endavo customers to preside
                over ther entire inventory of digital content, bill for the services,
                secure and control access to content, and provide customer support.
                This
                system also provides remote management capabilities for the 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 or flash streaming to deliver content, in addition
                to
                unicast streaming, to create significant bandwidth efficiencies within
                an
                on-demand environment. 
 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” 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
        key
        risk with Endavo’s business plan at this point is that we may not able to
        deliver our current pipeline of broadband 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. We
        have
        not yet achieved substantial sales since launching new products and services
        in
        late 2005 and, therefore, we are dependent on raising capital from
        financing resources and we will 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 we offer no
        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. As
        noted
        in the Subsequent Events footnote above, we sold WV Fiber, Inc. to Ultra
        Global
        Investments, LLC after the end of the quarter ended March 31, 2007. Please
        refer
        to Note 5 in our “Notes to Condensed Consolidated Unaudited Financial
        Statements” above 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 where
        experienced as well as new online shopping enthusiasts can exchange their
        goods
        at minimum risk in elegant, simple and entertaining formats.  Bidchaser's
        electronic commerce engine and portal provides online merchants powerful
        tools
        to handle their reporting needs, control their inventory and manage both
        contact
        and post sale activities.
 
 ***Web-based
        Merchant and Shopping Portals.*** QSHOPNOW
        and QBIDNOW are person-to-person online auctions and fixed price online
        e-commerce markets which offer its members the opportunity to buy or sell
        their
        physical goods. QShopNow is an entertaining trading site that is available
        to
        merchants and shoppers 24 hours a day, 7 days a week. Merchants are able
        to
        manage and market their inventory of goods for sale in real time through
        the
        backend management portal. QshopNow's user-friendly website enables members
        to
        effortlessly browse through or list items in a variety of different entertaining
        formats: auction-style, fixed price, e-commerce storefront and through our
        unique and innovative "Gift Shoppe" system, where buyers can search for specific
        items and gift ideas, based on the recipient's interests, occupation or
        personality.
 
 ***E-commerce
        Platform.*** We are
        also considering the development and launch of other market-specific online
        merchant portals through Bidchaser, including services that target Indian
        consumer markets, such as consumer good, travel, art, entertainment, and
        web
        design services. Whether or not we decide to launch and directly market QSHONOW
        and other new Bidchaser online merchant and shopping portals, we are developing
        plans to integrate Bidchaser’s e-commerce technology and expertise into Endavo’s
        digital media delivery and d-commerce business plan. We believe that many
        of
        Endavo’s content customers will want to include e-commerce into their online
        communities to support the sale of physical goods, as well as digital media
        and
        entertainment. Depending on early results from our marketing efforts for
        QSHOPNOW and other Bidchaser portals, we may decide to discontinue those
        marketing efforts in the future and dedicate Bidchaser’s organization and
        technology to supporting Endavo customers as a value-added component of our
        overall services offering and business plan.
 
 **Recent
        Developments**
 
 On
        February 22, 2007, outstanding Senior Secured Convertible Notes, dated February
        22, 2005, came due and payable. Since the notes matured, we have been discussing
        possible conversion of these notes into common stock. Although we believe
        these
        notes will 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 quarter has made these negotiations difficult to finalize.
        Until these notes are converted, 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 March 31, 2007.
 
 **Results
        of Operations**
 
 Excluding
        the effect of amortizing all of the previously recorded deferred revenue,
        our
        operating results showed a decrease in revenues and other areas of financial
        performance for the three- month period ended March 31, 2007 as compared
        to the
        same period in 2006.
  **Three
                    Months Ended March 31,****Summary
                    of Operations**
                **2007**
                
                **2006**Revenues
                $
                    914,077
                
                $  
                     995Cost
                    of revenue
                (859,368)
                
                (13,030)Gross
                    income (loss)
                54,709
                
                (12,035)Selling,
                    general, and administrative costs
                764,075
                
                (647,112)Operating
                    income (loss)
                818,784
                
                (659,147)Other
                    income (expense)
                845
                
                16,780Interest
                    expense
                (229,520)
                
                (239,320)Net
                    income (loss)
                $
                    590,109
                
                $
                    (881,687)
 
  Our
        revenues increased 91,767% in the three months ended March 31, 2007 compared
        to
        the same period in 2006. WV Fiber, Endavo Media and Bidchaser each generated
        $894,980, $17,132, and $1,965 in revenues respectively. As
        noted
        in the Subsequent Events footnote above, we sold WV Fiber, Inc. to Ultra
        Global
        Investments, LLC after the end of the quarter ended March 31, 2007. Please
        refer
        to Note 5 in our “Notes to Condensed Consolidated Unaudited Financial
        Statements” above for more details of the sale.
  Our
        cost
        of revenues decreased as a percentage of our revenues in the same comparative
        periods from 1,300% to 94%. We realized a reduction of stock options expenses
        in
        the amount of $1,350,952, as a result of a decline in our stock price from
        December 31, 2006 and March 31, 2007. Before accounting for the effect of
        the
        stock options expense reduction, our selling, general and administrative
        costs
        were $586,877, a decrease of approximately 9% during the three months ended
        March 31, 2007 compared to the same period in 2006.
 
  ***Revenues***
  Our
        revenues increased to $914,077 in the three-month period ended March 31,
        2007
        from $995 in the same period in 2006. This decrease was mainly due to the
        acquisition of the operations of WV Fiber LLC, which consists generally of
        Internet transit and network transport services revenues. WV Fiber generated
        $894,980 in revenue. Our other subsidiary, Endavo Media, also generated revenue
        in the amount of $16,713 from the sale of its content delivery products and
        services. Bidchaser only generated $1,965 in e-commerce revenue from its
        merchant web portal, qshopnow,com. As
        noted
        in the Subsequent Events footnote above, we sold WV Fiber, Inc. to Ultra
        Global
        Investments, LLC after the end of the quarter ended March 31, 2007. Please
        refer
        to Note 5 in our “Notes to Condensed Consolidated Unaudited Financial
        Statements” above for more details of the sale.
 
 ***Cost
        of Revenues and Gross Margins***
  Our
        cost
        of revenues increased significantly to $859,368 in the three months ended
        March
        31, 2007 from $13,030 in the same period in 2006, a increase of approximately
        6,495%. 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 net work
        tra nsport
        services has a fixed cost associated with the lease of the fiber network
        and
        data center facilities around the network. Without WV Fiber, our cost of
        sales
        was only $1,751.
  Our
        g ross
        margin on sales in three months ended March 31, 2007 was income of $54,709
        compared to a gross loss of $12,035 in the same period in 2006. WV Fiber
        generated $37,363 in gross income, Endavo generated $14,962 in gross income
        and
        Bidchaser generated $1,751 in gross income.
 
 ***Selling,
        General and Administrative Costs***
  Selling,
        general and administrative costs decreased slightly to $586,877 in three
        months
        ended March 31, 2007 compared to $647,112 in the same period in 2006, before
        accounting for the effect of a reduction in stock options expense in the
        amount
        of $1,350,952, as a result of the decline in our stock price during the quarter
        ended March 31, 2007. 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 Subsequent Events footnote above, we sold WV Fiber, Inc. to Ultra
        Global
        Investments, LLC after the end of the quarter ended March 31, 2007. Please
        refer
        to Note 5 in our “Notes to Condensed Consolidated Unaudited Financial
        Statements” above for more details of the sale.
  **Three
                  Months Ended March 31****2007**
              
              **2006**Payroll
                  Expenses
              $
                  181,255
              
              $115,898Stock
                  Options (Income) Expense
              (1,350,952)
              
              -Sales
                  Commissions
              29,713
              
              -Contract
                  Labor
              55,462
              
              13,135Office
                  Expense
              3,939
              
              4,601Professional
                  services, including stock and options issued for services
              147,410
              
              423,227Travel
              16,502
              
              17,414Employee
                  benefits
              14,886
              
              10,547Equipment
                  expense
              4,982
              
              -Advertising
                  and marketing
              10,326
              
              2,410Rent
              8,403
              
              6,380Depreciation
              72,008
              
              21,832Other
              41,991
              
              31,668**Total**
              $
                  (764,075)
              
              $
                  647,112
 
 ***Other
        Income (Expense)***
  **Three
                  Months Ended March 31,****2007**
              
              **2006**Interest
                  Expense
              $
                  (229,520)
              
              $
                  (239,320)Other
                  income
              845
              
              16,780Total
              $
                  (228,675)
              
              $
                  (222,540)
 
 Interest
        expense decreased slightly in the three-month period ended March 31, 2007
        as
        compared to the same period in 2006.
 
 **Liquidity
        and Capital Resources**
 
 We
        do not
        have any significant credit facilities available with financial institutions
        or
        other third parties. During the first quarter ended March 31, 2007, we generated
        sufficient revenue to generate gross income in the amount of $54,709 and
        financed remaining operations through the sale of equity and debt securities.
        Though we have been successful at raising sufficient capital to sustain
        operations in the past, we can provide no assurance that we will be successful
        in any future funding efforts. 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 operations.
 
 Current
        assets at March 31, 2007 totaled $634,615 as compared to approximately $628,000
        in the prior quarter ended December 31, 2006.
 
 We
        expect
        that certain of our liabilities listed on the balance sheet under the headings
        “Accounts Payable,” “Accrued Liabilities” and “Note 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.
 
 We
        anticipate that we will incur significantly less operating and capital
        expenditures network infrastructure as a result of our
        sale of
        WV
        Fiber as discussed in the Subsequent Events section above. Please
        refer to Note 5 in our “Notes to Condensed Consolidated Unaudited Financial
        Statements” 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 nationwide fiber network. Going forward,
        however, we anticipate that we will incur significantly more sales and marketing
        costs and a modest amount of additional capital expenditures 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 acquiring 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 our SG&A costs in the future, as we
        roll out our sales and marketing plans for Endavo’s content delivery products
        and services beginning in the 2 nd quarter
        of 2007. Until we achieve substantial revenues or profitability over several
        quarters, we must be considered as a start-up entity that is 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.
 
 13
  
  **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 Officerpursuant 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 Officerpursuant 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.
  None
        in
        quarter ended March 31, 2007.
 
 15
  
  
 **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:
                  May 21, 2007
              By:/s/
                  PAUL D HAMMPaul D Hamm, Chief Executive Officer and Chief Financial
                  Officer
 
  
  16