UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington
D.C., 20549





FORM
10-QSB/A





[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 August 19,
2008  was approximately 16,284,210  shares of common stock,
par value $.001.




Transitional
Small Business Disclosure Format: Yes []  No  þ





EXPLANTORY
NOTE





Integrated
Media Holdings, Inc.. (“IMHI”, the “Company,” “we,” “us,” or “our”) is filing
this Form 10-QSB/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”), to amend and restate its Balance Sheet (Unaudited),
Statements of Operations (Unaudited) and Notes to Financial Statements
(Unaudited).





In
connection with the Company’s audit of TeleChem International, Inc. for the
years ended December 31, 2007 and 2006, Management uncovered the
following





a)
            The
      status of the Pediatrix legal suit as more fully described in Note 6
      above, continued to remain in mediation and therefore Management
      determined it was no-longer appropriate to defer legal costs associated
      with the defence of the legal suit.


b)
            On
      May 19, 2008 the Company incurred a default judgement for outstanding
      invoices including interest thereon, relating to prior
      periods.


c)
            Warrants
      issued on January 19, 2008 were not reflected in the financial statements
      for the three months ended March 31,
2008.


d)
            Reverse
      merger accounting was refined.





Except as
discussed above and set forth in the Amended Report, we have not modified or
updated disclosures presented in the Original Filing, except as required to
reflect the effects of the Restatement. 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. Information not affected by the restatement is unchanged and reflects
the disclosures made at the time of the Original Filing.










-1-












INDEX
TO FORM 10-QSB FILING


FOR
THE QUARTER ENDED MARCH 31, 2008




TABLE OF
CONTENTS





Item
            
            PagePART IItem
      1.
            FINANCIAL STATEMENTS AND NOTES
            04Item
      2.
            MANAGEMENT'S  DISCUSSION AND ANALYSIS
            16Item
      3.
            CONTROLS AND PROCEDURES
            20Part
      IIItem
      1
            LEGAL PROCEEDINGS
            21Item
      2
            CHANGES IN SECURITIES
            21Item
      3.
            DEFAULTS UPON SENIOR SECURITIES
            21Item
      4.
            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            21Item
      5
            OTHER INFORMATION
            22Item
      6
            EXHIBITS AND REPORTS ON FORM 8-K
            22





Signatures
            
            23












-2-












This
report contains trademarks and trade names that are the property of Integrated
Media Holdings, Inc. and its subsidiaries, and of other companies, as
indicated.











FORWARD-LOOKING
STATEMENTS




Portions
of this Form 10-QSB, including disclosure under “Management’s Discussion and
Analysis or Plan of Operation,” contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), Section 21E of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), and the Private Securities Litigation Reform Act
of 1995, as amended. These forward-looking statements are subject to risks and
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from the results, performance or
achievements expressed or implied by the forward-looking statements. You should
not unduly rely on these statements. Forward-looking statements involve
assumptions and describe our plans, strategies, and expectations. You can
generally identify a forward-looking statement by words such as may, will,
should, expect, anticipate, estimate, believe, intend, contemplate or project.
Factors, risks, and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements include, among
others,





·
            our
      ability to raise capital,·
            our
      ability obtain and retain
customers,





·
            our
      ability to provide our products and services at competitive
      rates,·
            our
      ability to execute our business strategy in a very competitive
      environment,





·
            our
      degree of financial leverage,·
            risks
      associated with our acquiring and integrating companies into our
      own,





·
            risks
      related to market acceptance and demand for our
  services,·
            the
      impact of competitive services,





·
            other
      risks referenced from time to time in our SEC
  filings.




With
respect to any forward-looking statement that includes a statement of its
underlying assumptions or bases, we caution that, while we believe such
assumptions or bases to be reasonable and have formed them in good faith,
assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we or
our management express an expectation or belief as to future results, that
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the stated expectation or
belief will result or be achieved or accomplished. All subsequent written and
oral forward-looking statements attributable to us, or anyone acting on our
behalf, are expressly qualified in their entirety by the cautionary statements.
We do not undertake any obligations to publicly release any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this report or to reflect unanticipated events that may occur.












-3-












PART
I – FINANCIAL INFORMATION





ITEM
1.


FINANCIAL
STATEMENTS


INTEGRATED
MEDIA HOLDINGS, INC.


d/b/a
Arrayit Company


(formerly
ENDAVO MEDIA AND COMMUNICATIONS, INC.)


CONDENSED
CONSOLIDATED UNAUDITED BALANCE SHEET







As
      of March 31, 2008
              (Restated
      note 7)AssetsCurrent
      assets:Cash
            
            $
            78,428Accounts
      receivable, net of allowance for doubtful accounts  of
      $89,003
            
            
            650,071Inventory
            
            
            415,313Prepaid
      expenses
            
            
            2,080Total
      current assets
            
            
            1,145,892Property
      and equipment, net
            
            
            63,904Assets
      of discontinued operations
            
            
            247,946Total
      assets
            
            $
            1,457,742Liabilities
      and Stockholders' DeficitCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            6,207,653Due
      to related parties
            
            
            221,714Customer
      deposits
            
            
            9,186Accrued
      interest
            
            
            110,560Derivative
      liability
            
            
            215,237Notes
      payable including related parties
            
            
            3,360,307Total
      current liabilities
            
            
            10,124,657Long term
      debt
            
            
            309,864Liabilities
      of discontinued operations
            
            
            1,463,966Total
      Liabilities
            
            
            11,898,487Stockholders'
      deficitPr    Preferred stock,
      Series “A” $0.001 par value; 5,000,000 shares authorized,
      3,163,469  shares issued and outstanding
            
            
            3,810PreferredPreferred
      Series “C” $0.001 par value; 103,143 shares authorized, 103,143 shares
      issued and outstanding
            
            
            103Common
      stock, $.001 par value, voting, 100,000,000 shares authorized,
      16,284,210  shares issued and outstanding
            
            
            16,419Additional
      paid-in capitalAccumulated
      deficit
            
            
            (10,461,077
            )Total
      stockholders' deficit
            
            
            (10,440,745
            )Total
      liabilities and stockholders' deficit
            
            $
            1,457,742





See
accompanying notes to condensed consolidated financial statements.





-4-











INTEGRATED
MEDIA HOLDINGS, INC.


d/b/a
Arrayit Company


(formerly
ENDAVO MEDIA AND COMMUNICATIONS, INC.)


CONDENSED
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS









Three
      Months Ended March 312008
              Restated
            
            
            2007
              Note
      7Total
      revenues
            
            $
            852,372
            
            
            $
            1,020,749Cost
      of sales
            
            
            762,842
            
            
            
            614,273Gross
      margin
            
            
            89,530
            
            
            
            406,476Selling,
      general, and administrative expense
            
            
            357,656
            
            
            
            854,704Profit
      (loss) from operations
            
            
            (268,126
            )
            
            
            (448,228
            )Income
      from discontinued operations
            
            
            
            
            
            
            441,154Gain
      on derivative liability
            
            
            23,715
            
            
            
            181,080Legal
      expense
            
            
            (22,953)
            
            
            
            (726,553
            )Interest
      (expense)
            
            
            (132,812
            )
            
            
            (176,740
            )Net
      loss
            
            $
            (400,176
            )
            
            $
            (729,287
            )Net
      loss per common share -
              basic
      and diluted
            
            $
            (0.025
            )
            
            $
            $
      (0.043)Weighted
      average shares - basic and diluted
            
            
            16,284,210
            
            
            
            16,810,710






See
accompanying notes to condensed consolidated financial statements









-5-















INTEGRATED
MEDIA HOLDINGS, INC.


d/b/a
Arrayit Company


(formerly
ENDAVO MEDIA AND COMMUNICATIONS, INC.)


NOTES
TOCONDENSED CONSOLIDATED UNAUDITED STATEMENTS


FOR THE
THREE MONTHS ENDED MARCH 31, 2008














NOTE 1 - BASIS OF PRESENTATION





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation
S-B, and, therefore, do not include all information and footnotes necessary for
a complete presentation of financial position, results of operations, cash
flows, and stockholders’ equity in conformity with accounting principles
generally accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. These financial statements should
be read in conjunction with the audited financial statements and notes thereto
contained in Arrayit’s Annual Report filed with the SEC on Form 10-KSB. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the consolidated financial
statements, which would, substantially duplicate the disclosure contained in the
audited financial statements for fiscal 2007 as reported in Form 10-KSB have
been omitted.








NOTE
2- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




Description
of Business





Integrated
Media Holdings, Inc. and subsidiaries (collectively referred to as IMHI)
provides digital content distribution and management solutions for content
owners seeking to distribute online and over broadband, or Internet Protocol,
networks. Prior to September 2005, the Company integrated broadband services,
including voice, video, and data services to residential customers through IP
based networks. The Company, formed in December 1999, relocated to Atlanta,
Georgia in December 2005 from Salt Lake City, Utah. IMHI was formerly known as
CeriStar Inc. and Endavo Media Communications, Inc, which is also the current
name of one of our subsidiaries.  The results of operations of Endavo,
Bidchaser and WV Fiber (to April 11, 2007 – date of disposal) have been included
in these statements and are presented as discontinued operations in the
financial statements.





Effective
February 21, 2008, IMHI completed the Plan and Agreement of Merger between IMHI,
TeleChem International, Inc., the majority shareholders of TeleChem, Endavo
Media and Communications, Inc., a Delaware corporation and TCI Acquisition
Corp., a Nevada corporation, and wholly-owned subsidiary of
IMHI.  Consummation of the merger did not require a vote of our
shareholders.  IMHI issued 103,143 shares of Series C Convertible
Preferred Stock to the Shareholders of TeleChem in exchange for 100% of the
equity interests of TeleChem resulting in TeleChem being a wholly owned
subsidiary of the Company.  The former shareholders of TeleChem now
own approximately 73.5% of the outstanding interest and voting rights of the
parent company.  The Preferred Stock is convertible into 36,100,000
shares of common stock after, but not before, the effective date of the reverse
split of the outstanding IMHI common stock.





For SEC
reporting purposes, the merger between IMHI and TeleChem has been treated as a
reverse merger with TeleChem being the “accounting acquirer” and, accordingly,
it will assume the Company’s reporting obligations with the SEC after the
effective date of the merger.





-6-







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. (fka, Susquina Inc), WV Fiber Inc. (fka Louros Networks,
Inc), Bidchaser Inc. (fka BCI Acquisition Corporation) and New Planet Resources,
Inc. All material inter-company transactions have been eliminated in the
consolidation.




Reverse
Stock Split




On March
22, 2006, IMHI completed a reverse stock split whereby the shareholders received
1 share of stock for every 40 that they previously owned.




Use of
Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
Significant estimates include the cash flow projections used for the impairment
tests, the assumption underlying estimate of the period used to amortize
deferred revenue and the assumptions used to value the stock options issued to
non-employees. It is possible that these estimates may change in the near term
and that such as change may be material.




Cash and
Cash Equivalents




Cash
includes all cash and highly liquid investments with original maturities of
three months or less.





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 the three to five year estimated useful lives of the
assets.




-7-










Impairment
of Long-Lived Assets




IMHI
reviews its long-lived assets for impairment when events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
IMHI evaluates, at each balance sheet date, whether events and circumstances
have occurred which indicate possible impairment. The Company uses an estimate
of future undiscounted net cash flows of the related asset or group of assets
over the estimated remaining life in measuring whether the assets are
recoverable. If it is determined that an impairment loss has occurred based on
expected cash flows, such loss is recognized in the statement of
operations.





Inventory





Inventories
are stated at the lower of cost or market, cost determined on the basis of
FIFO.





Revenue
Recognition





Revenue
is recognized when title and risk of loss are transferred to customers upon
delivery based on terms of sale and collectiblity is reasonably
assured.





Shipping
and Handling Costs





Shipping
and handling costs billed to customers are recorded as revenue. Shipping and
handling costs paid to vendors are recorded as cost of sales.





Fair
Value of Financial Instruments





The
carrying amounts reported in the accompanying balance sheets of all financial
instruments approximates their fair values because of the immediate or
short-term maturity of these financial instruments or comparable interest rates
of similar instruments.





Allowance
for Doubtful Accounts





The
Company records an allowance for estimated losses on customer accounts. The
allowance is increased by a provision for bad debts, which is charged to
expense, and reduced by charge-offs, net of recoveries.





Patent
Costs





Costs
incurred with registering and defending patent technology are charged to expense
as incurred.













Convertible
Debt





IMHI
reviews its convertible instruments for embedded
derivatives.  Statement of Financial Accounting Standard (“SFAS”) No.
133, “Accounting for Derivative Instruments and Hedging Activities,” as amended,
requires all derivatives to be recorded on the balance sheet at fair value.
These derivatives, including embedded derivatives, are separately valued and
accounted for on our balance sheet.





Emerging
Issues Task Force Issue No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in, a Company's Own Stock" ("EITF
00-19"), requires freestanding contracts that are settled in a company's own
stock, including warrants to purchase common stock, to be designated as an
equity instrument, asset or a liability. Under the provisions of EITF 00-19, a
contract designated as an asset or a liability must be carried at fair value on
a company’s balance sheet, with any changes in fair value recorded in the
company’s results of operations. A contract designated as an equity instrument
must be included within equity, and no fair value adjustments are
required.





Income
Taxes




Deferred
taxes are computed using the asset and liability method. Under the asset and
liability method, deferred tax assets and liabilities are recognized for future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Deferred tax assets are not recognized
unless it is more likely than not that the asset will be realized in future
years.




Earnings
per Common and Common Equivalent Share




The
computation of basic earnings per common share is computed using the weighted
average number of common shares outstanding during the year. The computation of
diluted earnings per common share is based on the weighted average number of
shares outstanding during the year plus common stock equivalents which would
arise from the exercise of warrants outstanding using the treasury stock method
and the average market price per share during the year. Options, warrants,
convertible debt and convertible preferred stock which are common stock
equivalents are not included in the diluted earnings per share calculation for
2008 and 2007, respectively, since their effect is anti-dilutive.




Stock-Based
Compensation





The
Company accounts for stock issued to employees, officers and directors in
accordance with 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.





Statement
of Cash Flows





Fro the
three months ended March 31, 2008 and 2007, cash flows provided (used) by
operating activities approximates net income (loss) and the net change in
cash.








NOTE
3- GOING CONCERN





IMHI has
a working capital deficit of $8,978,765, a stockholders' deficit, and recurring
net losses. These factors create substantial doubt about IMHI’s ability to
continue as a going concern. The financial statements do not include any
adjustment that might be necessary if IMHI  is unable to continue as a
going concern.




The
ability of IMHI to continue as a going concern is dependent on IMHI 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 requirement and
ongoing operations; however, there can be no assurance IMHI will be successful
in these efforts.





-9-









NOTE
4 - CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES




On
February 22, 2005 the Company sold 8% senior secured convertible notes, at par,
in the aggregate principal amount of $1,425,000. The Notes carry an interest
rate of 8% and a maturity date of February 22, 2007. Interest is payable in cash
or shares of common stock. In the event of default, an additional penalty
interest of 18% will be assessed on unpaid principal and interest.





The notes
are convertible into our common shares at 75% of volume weighted average price
for twenty 20 trading days prior to conversion date. The Company
simultaneously issued to the Investors five year warrants to purchase 1,597,534
shares of common stock. During 2005, 1,585,623 warrant shares were
exercised and relieved to equity on the balance sheet at December 31,
2005.




The
Company evaluated the convertible debentures and the warrants under SFAS No. 133
"Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in a Company's Own Stock". The
Company determined that the convertible debentures contained an embedded
derivative for the conversion option and the warrants qualified as free standing
derivatives. The conversion option allows for an indeterminate number of shares
to potentially be issued upon conversion.





This
results in the Company being unable to determine with certainty they will have
enough shares available to settle any and all outstanding common stock
equivalent instruments.  The Company would be required to obtain
shareholder approval to increase the number of authorized shares needed to share
settle those contracts. Because increasing the number of shares authorized is
outside of the Company’s control, this results in these instruments being
classified as liabilities under EITF 00-19 and derivatives under SFAS No. 133.
As a result, the Company has determined that all existing outstanding
convertible notes are also subject to EITF 00-19 and  SFAS No. 133.
The terms of those notes were disclosed under financial footnotes No. 6- Notes
Payable.




The notes
are carried at full face value as they are in default.





Notes
payable consisted of the following at March 31, 2008







Discounted
      convertible notes payable due to SovCap. SovCap is affiliated with a
      former officer and director of the Company and is a significant
      stockholder of the Company. These notes have a face interest rate of 18%.
      The notes are unsecured and are due on demand. The notes are convertible
      at a rate of 75% of the average closing bid price of the Company's common
      stock for the five trading days ending on the trading day immediately
      preceding the conversion date. During 2008 none of the principal was
      converted into common stock.
            
            $
            405,300Notes
      payable due to SovCap bearing interest at 6% -8%
            
            
            118,500Notes
      payable due to SovCap, bearing interest at 8% and due on February 22,
      2007.  The Company is presently in default of the payments on
      these notes, and as a result, the notes are accruing interest at the
      default rate of 26%.
            
            
            1,425,000Note
      payable to Dorn & Associates. Payable in 36 monthly installments of
      $890 at an interest rate of 5%. The Company is presently in default of the
      payment terms on this note, and has classified the entire note balance as
      current.
            
            
            25,177Convertible
      notes due to a former officer and shareholder of the Company, These notes
      bear interest at 12%, are unsecured, and due on demand. The Company is
      presently in default of the payment terms on these notes. The notes are
      convertible into approximately 10,251 shares at approximately $8.00 per
      share.
            
            
            74,174Notes
      payable to an individual with interest at 10% collateralized by
      receivables and due on demand.
            
            
            17,826Note
      payable to a financial group with interest rate at 12% and due on
      demand.
            
            
            25,000Note
      payable to HT Investments LLC issued during asset purchase of WV Fiber
      LLC. The note bears no interest and is payable on November 8, 2006,
      secured by the assets purchased and placed in our subsidiary, WV Fiber,
      Inc. The note is payable in 60% cash and 40% of the note is payable in
      Series A  Preferred shares of the Company.  This note
      was sold as a part of the sale of WV Fiber, Inc. during
    2007.
            
            
            -Notes
      payable to certain individual accredited investors with interest of 15% or
      18% per annum and are payable on demand after 180 days from the issue
      date. Notes are convertible into units of common stock and warrants at a
      rate of one unit for every $5.00 converted.  Notes in the
      principal amount of $1,183,500 were sold as a part of the sale of WV
      Fiber, Inc.
            
            
            44,500Notes
      payable to former officer and other individual accredited
      investors
            
            
            60,250Notes
      payable due to SovCap
            
            
            161,250Notes
      payable, interest free due on demand from a shareholder
            
            
            23,500,Notes
      payable, interest at 8% due on demand from Arrayit
    creditors
            
            
            658,705Notes
      payable, interest at 8%, due on demand from the former TeleChem
      shareholders and their families
            
            
            839,408$
            3,878,590*
      Notes payables included in liabilities of discontinued
      operations
            
            
            (208,419
            )Notes
      payable including related parties
            
            $
            3,670,171
















NOTE
5 -  STOCKHOLDERS' EQUITY (DEFICIT) - RESTATED








Common
      Stock
            
            
            Preferred
      “A”
            
            
            Preferred
      “C”
            
            
            Additional
      Paid in Capital
            
            
            Deficit
            
            
            TotalIntegrated
      Media Holdings, Inc. prior to merger, December 31, 2007
            
            
            16,419
            
            
            
            3,810
            
            
            
            
            
            
            32,779,304
            
            
            
            (37,250,328
            )
            
            
            (4,450,795
            )TeleChem
      International prior to merger, December 31, 2007
            
            
            1,667
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,690,441
            )
            
            
            (5,688,774
            )Reverse
      merger entries
            
            
            (1,667
            )
            
            
            
            
            
            
            
            
            
            (32,878,201
            )
            
            
            32,879,868February
      21, 2008 issuance of Series “C” preferred shares
            
            
            
            
            
            
            
            
            
            
            103
            
            
            
            98,897
            
            
            
            
            
            
            
            99,000Loss
      for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (400,176
            )
            
            
            (400,176
            )Balance
      – March 31, 2008
            
            
            16,419
            
            
            
            3,810
            
            
            
            103
            
            
            
            -
            
            
            
            (10,461,077
            )
            
            
            (10,440,745
            )












Conversion
of Preferred Stock to Common Stock







The
Series A Preferred Stock has no stated dividend rate and has a liquidation
preference of $.001 per share. The Series A Preferred Stock also has voting
rights that entitle the preferred shareholders to vote with the common
shareholders as if the preferred stock had converted to common. The conversion
ratio of the preferred into common is not subject to revision upon reverse stock
dividends or splits that reduce the total shares outstanding.




The
3,821,197 shares of preferred stock are convertible at a fixed conversion ratio
of 9.6 into 36,683,592 shares of common stock any time after September 30, 2005.
On March 22, 2006, IMHI entered into a 40 to 1 reverse stock
split.  As a result the conversion ratio did not  change and
as such, the Series A Preferred stock holders received an incremental 35,766,404
shares.  IMHI evaluated the effect of the reverse stock split under
EITF 00-27, “ Application of Issue 98-5 to Certain Convertible Instruments,” and
determined that a reset had occurred.  IMHI recorded a beneficial
conversion feature of $1,072,992 as a deemed dividend.





The
Series C Preferred Stock has no stated dividend rate.  The Series A
Preferred Stock also has voting rights that entitle the preferred shareholders
to vote with the common shareholders as if the preferred stock had converted to
common. The conversion ratio of the preferred into common is not subject to
revision upon reverse stock dividends or splits that reduce the total shares
outstanding.





The
103,143 Series C Preferred Stock was issued on February 21, 2008 as part of the
merger with TeleChem.   These Series C Preferred shares are
convertible into 36,100,000 common shares at the rate of 350:1.















Options
and warrants





IMHI  has
issued 250,000 and 1,597,529 warrants in conjunction with the issuance of its
securities and convertible debt during the years ended December 31, 2006 and
2005, respectively. On January 19, 2008 IMHI issued 1,250,000 warrants, expiring
on January 19, 2013, exercisable at $0.01.  Warrants that were issued
generally do not have a life that exceeds five years. We issued 6.907,500
options to employees and consultants in 2006. No options or warrants were issued
during 2007 or during the three months ended March 31,
2008.  Information regarding warrants and options to purchase common
shares is summarized below:





Number
      of Options and Warrants
            
            
            Weighted
      Average Exercise Price Per ShareOutstanding
      at January 1, 2006
            
            
            112,972
            
            
            $
            0.05Granted
            
            
            6,020,000
            
            
            $
            0.08Cancelled/forfeited
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Outstanding
      at December 31, 2006
            
            
            11,965,000
            
            
            $
            0.09Granted
            
            
            -
            
            
            
            -Cancelled/forfeited
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Outstanding
      at December 31, 2007
            
            
            8,952,500
            
            
            $
            0.10Granted
            
            
            1,250,000
            
            
            $
            0.01Cancelled/forfeited
            
            
            (1,750,000
            )
            
            
            -Expired
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Outstanding
      at March 31, 2008
            
            
            8,452,500,
            
            
            $
            0.089





The
following table summarizes information about outstanding warrants and options
for common stock at March 31, 2008:







Range
      of Exercise
            
            
            Number
      Outstanding
            
            
            Weighted
      Average Remaining Contractual Life (years)
            
            
            Weighted
      Average Exercise Price
            
            
            Number
      Exercised
            
            
            Average
      Exercise Price$
            0.01
            
            
            
            
            
            
            
            
            
            1,250,000
            
            
            
            5
            
            
            
            0.01
            
            
            
            0
            
            
            
            0.01$
            0.01
            
            
            
            -
            
            
            $
            0.05
            
            
            
            421,362
            
            
            
            5
            
            
            
            0.03
            
            
            
            0
            
            
            
            0.700.09
            
            
            
            -
            
            
            
            0.10
            
            
            
            1,673,512
            
            
            
            6
            
            
            
            0.08
            
            
            
            0
            
            
            
            0.100.10
            
            
            
            -
            
            
            
            0.60
            
            
            
            4,871,281
            
            
            
            7
            
            
            
            9.34
            
            
            
            0
            
            
            
            0.370.60
            
            
            
            -
            
            
            
            0.42
            
            
            
            236,345
            
            
            
            7
            
            
            
            1.19
            
            
            
            0
            
            
            
            1.19









-12-









NOTE
6 -  COMMITMENTS AND CONTINGENCIES




Pediatrix
Screening LP





The
controversy in issue arose from a failed grant collaboration between Pediatrix
and TeleChem involving TeleChem proprietary microarray technology and subsequent
agreement by the parties to commercialize TeleChem microarray technology through
the formation of a joint corporation.  Pediatrix brought a lawsuit in
the United States District Court for the Western District of Pennsylvania
alleging multiple claims for breach of contract in connection with both the
grant collaboration and Pre-Incorporation Agreement.  TeleChem
counterclaimed alleging breach of the Pre-Incorporation Agreement, as well as
for fraudulent misrepresentation and trade secret misappropriation, inter alia, stemming from the
failed grant collaboration and subsequent Pre-Incorporation
Agreement.





On August
11, 2007, after five weeks of trial, the jury returned a verdict finding that,
while both parties were in breach of contract, Pediatrix also engaged in
fraudulent misrepresentation and awarded TeleChem $500,000 in damages and
$3,500,000 in punitive damages for the fraudulent misrepresentation claim and
$1,000,000 in damages on the breach of contract claim.   The jury
also awarded Pediatrix $1,085,000 in damages for Pediatrix’s breach of contract
claim against TeleChem.





Pediatrix’s
Rule 59 motion to amend the judgement was denied by the District
Court.  Pediatrix appealed the jury verdict on fraudulent
misrepresentation and the $4,000,000 in damages awarded thereunder to the U.S.
Court of Appeals for the Third Circuit.  Pediatrix has indicated that
it will not pursue on appeal the breach of contract verdict and damage award
against it.   TeleChem did not appeal any portion of the jury
verdict.





The
appeal is currently pending before the U.S. Court of Appeals for the Third
Circuit and involved in the Third Circuit’s mandatory mediation
program.








Other
Matters





IMHI may
become or is subject to investigations, claims or lawsuits ensuing out of the
conduct of its business. IMHI is currently unable to estimate the loss (if any)
related to these matters.  Other than the Pediatrix matter referred to
above, IMHI is not aware of any other matters.





NOTE
7 – REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF AND FOR THE THREE
MONTHS ENDED MARCH 31, 2007








In
connection with the Company’s audit of TeleChem International, Inc. for the
years ended December 31, 2007 and 2006, Management uncovered the
following





e)
            The
      status of the Pediatrix legal suit as more fully described in Note 6
      above, continued to remain in mediation and therefore Management
      determined it was no-longer appropriate to defer legal costs associated
      with the defence of the legal suit.


f)
            On
      May 19, 2008 the Company incurred a default judgement for outstanding
      invoices including interest thereon, relating to prior
      periods.


g)
            Warrants
      issued on January 19, 2008 were not reflected in the financial statements
      for the three months ended March 31,
2008.


h)
            Reverse
      merger accounting was refined.





The
following tables summarize the adjustments to the Company’s financial statements
for the quarter ended March 31, 2008.

















Summary
of adjustments to the Company’s Balance Sheet as at March 31, 2008.








As
      Previously Reported
            
            
            Adjustment
            
            
            As
      RestatedTotal
      current assets
            
            
            1,145,892
            
            
            
            
            
            
            1,145,892Property
      and equipment, net
            
            
            63,904
            
            
            
            
            
            
            63,904Assets
      of discontinued operations
            
            
            247,946
            
            
            
            
            
            
            247,946Deferred
      legal expenses
            
            
            2,069,758
            
            
            
            (2,069,758
            )Total
      assets
            
            $
            3,527,500
            
            
            $
            ( 2,069,758
            )
            
            $
            1,457,742Liabilities
      and Stockholders' DeficitCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            
            5,509,272
            
            
            
            698,381
            
            
            
            6,207,653Due
      to related parties
            
            
            221,714
            
            
            
            
            
            
            
            221,714Customer
      deposits
            
            
            9,186
            
            
            
            
            
            
            
            9,186Accrued
      interest
            
            
            110,560
            
            
            
            
            
            
            
            110,560Derivative
      liability
            
            
            115,435
            
            
            
            99,802
            
            
            
            215,237Notes
      payable including related parties
            
            
            3,670,170
            
            
            
            (309,863
            )
            
            
            3,360,307Total
      current liabilities
            
            
            9,636,337
            
            
            
            488,320
            
            
            
            10,124,657Long term
      debt
            
            
            
            
            
            
            309,864
            
            
            
            309,864Liabilities
      of discontinued operations
            
            
            1,463,966
            
            
            
            
            
            
            
            1,463,966Total
      Liabilities
            
            
            11,100,303
            
            
            
            798,184
            
            
            
            11,898,487Stockholders'
      deficitPreferred
      stock, Series “A”
            
            
            3,163
            
            
            
            647
            
            
            
            3,810Preferred
      stock, Series “C”
            
            
            103
            
            
            
            
            
            
            
            103Common
      stock,
            
            
            16,284
            
            
            
            135
            
            
            
            16,419Additional
      paid-in capital
            
            
            29,680,426
            
            
            
            (29,680,426
            )Accumulated
      deficit
            
            
            (37,272,779
            )
            
            
            26,811,702
            
            
            
            (10,461,077Total
      stockholders’ deficit
            
            
            (7,572,803
            )
            
            
            (2,867,942
            )
            
            
            (10,440,745Total
      liabilities and stockholders' deficit
            
            $
            3,527,500
            
            
            $
            ( 2,069,758
            )
            
            $
            1,457,742











Summary
of adjustments to the Company’s Statement of operations for the three months
ended March 31, 2008.








As
      Previously Reported
            
            
            Adjustment
            
            
            As
      RestatedTotal
      revenues
            
            
            852,372
            
            
            
            
            
            
            852,372Cost
      of sales
            
            
            762,842
            
            
            
            
            
            
            762,842Gross
      margin
            
            
            89,530
            
            
            
            
            
            
            89,530Selling,
      general, and administrative expense
            
            
            269,201
            
            
            
            88,455
            
            
            
            357,656Profit
      (loss) from operations
            
            
            (179,671
            )
            
            
            (88,455
            )
            
            
            (268,126
            )Income
      from discontinued operationsGain
      on derivative liability
            
            
            111,109
            
            
            
            (87,394
            )
            
            
            23,715Legal
      expense
            
            
            
            
            
            
            (22,953
            )
            
            
            (22,953
            )Interest
      (expense)
            
            
            (132,812
            )
            
            
            
            
            
            
            (132,812
            )Net
      loss
            
            $
            (201,374
            )
            
            $
            (198,802
            )
            
            $
            (400,176
            )Net
      loss per common share - basic and diluted
            
            $
            (0.012
            )
            
            
            
            
            
            $
            (0.025
            )

















Summary
of adjustments to the Company’s Statement of operations for the three months
ended March 31, 2007








As
      Previously Reported
            
            
            Adjustment
            
            
            As
      RestatedTotal
      revenues
            
            
            1,020,749
            
            
            
            
            
            
            1,020,749Cost
      of sales
            
            
            614,273
            
            
            
            
            
            
            614,273Gross
      margin
            
            
            406,476
            
            
            
            
            
            
            406,476Selling,
      general, and administrative expense
            
            
            854,704
            
            
            
            
            
            
            854,704Profit
      (loss) from operations
            
            
            (448,228
            )
            
            
            
            
            
            (448,228
            )Income
      from discontinued operations
            
            
            441,154
            
            
            
            
            
            
            441,154Gain
      on derivative liability
            
            
            181,0809
            
            
            
            
            
            
            181,0809Legal
      expense
            
            
            
            
            
            
            (726,553
            )
            
            
            (726,553
            )Interest
      (expense)
            
            
            (176,740
            )
            
            
            
            
            
            
            (176,740
            )Net
      loss
            
            $
            (2,735
            )
            
            
            (726,553
            )
            
            $
            (729,287
            )Net
      loss per common share - basic and diluted
            
            $
            (0.00
            )
            
            
            
            
            
            $
            (0.043
            )























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, 2008, 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, 2007.  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. Specific forward-looking
statements contained in this portion of the Annual Report include, but are not
limited to the Company's (i) expectation that certain of its 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; (ii) expectation that it will continue to devote
capital resources to fund continued development of the Arrayit technology; (iii)
expectation that it will execute employment agreements with certain executive
officers in the next fiscal quarter; (iv) anticipation that it will incur
significantly capital expenditures to further its deployment of the Arrayit
offerings; and (v) anticipation of a significant increase in operational and
SG&A costs as it accelerates the development and marketing of the Arrayit
operations in beginning in the third quarter of 2008.





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, 2007 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





Through
our merger with TeleChem, we have undertaken a new strategic and business
direction to become primarily a biotechnology company. Our core activities
and associated capital investments will be redirected towards Microarray
Analysis.





TeleChem’s
business activities are in the life sciences, chemical trading and disease
diagnostics areas.  It was founded in 1993 by Rene Schena and Todd
Martinsky as a chemical import and export trading company.  TeleChem’s
chemicals division provides customers with the raw materials required for
plastics, water soluble fertilizers, and alternative fuels.  TeleChem
entered the biotechnology sector with the creation of the Arrayit® Life Sciences
Division in 1996.  Because of the public interest in the Human Genome
Project and microarray technology, TeleChem focused on microarray products and
services for the research, pharmaceutical and diagnostics
markets.  TeleChem’s Arrayit® Division currently provides its patented
microarray platform (US 6,101,946) to more than 3,000 installations serving an
estimated 10,000 laboratories, making it the most widely used microarray
technology in the world.  Supporting instruments, kits, reagents, and
hardware complete the Arrayit® line of more than 400 products making up what
management believes is a universal microarray platform for any type of
biomolecule.




During
the year 2001, the Diagnostics Division was started in order to leverage the
patented (6,913,879) multi-patient technology for genetic screening and
testing.  This next generation microarray format allows clinical
laboratories to examine tens of thousands of patients on a single microarray,
providing much more cost-effective gene information for population-wide
diagnostics than traditional “single patient” microarrays.  The
company is currently developing or has developed tests for many major human
diseases including cystic fibrosis, sickle cell anaemia, and
cancer.  Arrayit intends to compete in the $20 billion molecular
diagnostics arena.




The
TeleChem customer base includes major universities, pharmaceutical and biotech
companies, agricultural and chemical companies, government agencies, national
research foundations and private sector enterprises around the
world.  The company website receives more than 1,000,000 hits per
month and the Shopping Cart allows on-line product ordering 24 hours a day. The
website makes available the Electronic Library free-of-charge to the tens of
thousands of researchers worldwide who wish to keep pace with the microarray
literature. TeleChem scientists were featured on NOVA’s television show
“Cracking the Code of Life” in 2001.  The company received the Rising
Star Award from the City of Sunnyvale in 2002 and 2003, the Silicon Valley Top
50 Award from the San Jose Business Journal in 2003, and consecutive selection
to the Inc. 500 List in 2002 and 2003 by Inc. magazine.




TeleChem’s
principal office is in Sunnyvale, California. TeleChem presently has eight
employees.










Corporate
History




Integrated
Media Holdings, Inc., a Delaware corporation (“TeleChem” “Arrayit”. "Endavo,"
the "Company," "we," "us" or "our"), is headquartered in Sunnyvale, California.
We are a holding company that, subsequent to our year-end, on February 5, 2008,
entered into a Plan and Agreement of Merger (the “Merger”) by and among IMHI,
TeleChem International, Inc. (“TeleChem”), the majority shareholders of TeleChem
(“Shareholders”), Endavo Media and Communications, Inc., a Delaware corporation
(“Endavo”) and TCI Acquisition Corp., a Nevada corporation, and wholly owned
subsidiary of the Company (“Merger Sub”).  The Company, TeleChem,
Endavo, Merger Sub and Shareholders are referred to collectively herein as the
“Parties”.




Effective
February 21, 2008, we completed the Plan and Agreement of Merger by and among
us, TeleChem International, Inc., the majority shareholders of TeleChem, Endavo
Media and Communications, Inc., a Delaware corporation and TCI Acquisition
Corp., a Nevada corporation, and wholly owned subsidiary of the
Company.  Consummation of the merger did not require a vote of our
shareholders.  We issued 103,143 shares of Series C Convertible
Preferred Stock to the Shareholders of TeleChem in exchange for 100% of the
equity interests of TeleChem resulting in TeleChem being a wholly owned
subsidiary ..  The former shareholders of TeleChem now own
approximately 73.5% of the outstanding interest and voting rights of the parent
company.  The Preferred Stock is convertible into 36,100,000 shares of
common stock after, but not before, the effective date of the reverse split of
the outstanding Integrated Media common stock.  Finally, in connection
with the merger, we changed the address of our principal executive offices to
524 East Weddell Drive, Sunnyvale, CA 94089.  Simultaneously with the
merger we transferred our wholly-owned subsidiary, Endavo to an
individual.  As a result, the transaction will be accounted for as a
reverse merger, where Telechem is the accounting acquirer resulting in a
recapitalization of our equity.





During
2006 and 2007 we provided digital content distribution and management solutions
for content owners seeking to distribute online and over broadband, or Internet
Protocol, networks. Prior to September 2005, the Company integrated broadband
services, including voice, video, and data services to residential customers
through IP based networks. The results of operations of Endavo, Bidchaser and WV
Fiber (to April 11, 2007, the date of disposal) have been included in these
financial statements and are presented as discontinued operations in the
financial statements. On April 11, 2007 we disposed of our wholly-owned
subsidiary, WV Fiber, LLC.  During the fourth quarter of 2007,
we approved a plan to dispose of its wholly- owned subsidiaries, Endavo and
Bidchaser.








We were
originally incorporated as Ceristar, Inc. in December 1999. On September 10,
2002, we entered into a merger with a subsidiary of Planet Resources, Inc., a
Delaware corporation, in which Ceristar survived the merger and became a wholly
owned subsidiary of Planet and all of our issued and outstanding common and
preferred stock was exchanged for Planet's common stock. Accordingly, as a
result of the merger, we succeeded to the ownership of Planet, which was a
holding company, changed the name to CeriStar, Inc., and we continued to operate
our business through Susquina, Inc., a wholly-owned subsidiary of CeriStar.
Prior to the merger, Planet had no operations for two years. Subsequent to the
merger, we changed our name from CeriStar to Endavo Media and Communications,
Inc. in order to more accurately reflect the new direction of the Company and
our operating subsidiary remained Susquina, Inc. In 2006, we changed the name of
our holding company to Integrated Media Holdings, Inc. and simultaneously
changed the name of our sole operating company at the time to Endavo Media and
Communications, to better reflect our corporate and operating structure. Endavo
Media and Communications provides digital video delivery and asset management
solutions to content owners and producers.





-17-









Recent Developments




Summary
of TeleChem Purchase and Share Exchange Terms:





On
February 5, 2008 Integrated Media, TeleChem and the TeleChem Shareholders
entered into the Merger Agreement pursuant to which Integrate Media will acquire
100% of the outstanding equity interest of TeleChem.  The Merger
Agreement was amended effective February 11, 2008.





On or
about February 21, 2008 there was the issuance of 103,143 Series C shares of
preferred stock that is convertible upon into 36,100,000 shares (a majority) of
the common stock to the TeleChem Shareholders in exchange for 100% of the equity
interests of TeleChem.  The parent company will then change its name
to Arrayit Corporation  Afterwards there will be  a reverse
split and increase in the number of authorized and unissued shares and
conversion of the preferred shares. TeleChem will be then be a wholly-owned
subsidiary of Integrated Media and the present TeleChem Shareholders will own
approximately 73.5% of the outstanding equity interest and voting rights of the
parent company.  Neither the first or second step of the Merger will
require approval of shareholders of Integrate Media.





Upon
completion of the “reverse-split” approved and reincorporation to the State of
Nevada and adoption of the Nevada Articles of Incorporation that has been
authorized by the board of directors and majority shareholders of Integrated
Media, there will be approximately 47,637,860 outstanding common
shares.  Approximately 35,000,000 common shares (73.5%) will be held
by the present TeleChem Shareholders and approximately 11,537,860 common shares
(24.20%) will be held by the present Integrated Media shareholders.








Results
of Operations





Comparison
of Operating Results





Gross
revenues for the three months ended March 31, 2008 and 2007 were $852,372 and
$1,020,749, with Cost of Sales for the three months ended March 31, 2008
amounting to $762,842 and $614,273 resulting in Gross Profit for the three
months ended March 31, 2008 and 2007 of $89,530 and $406,476
respectively.   During the first quarter of 2008 Management
continued to be distracted by the Pediatrix legal suit resulting in less than
anticipated results.  With the conclusion of the legal action, the
Company anticipates a return to higher sales and the improved gross margins
experienced in former years.




Selling,
General and Administrative expenses for the three months ended March 31, 2008
amounted to $357,656 which were virtually all incurred by
TeleChem.   For the three months ended March 31, 2007 Selling,
General and Administrative expenses of $854,704 included
$573,116  attributable to the on going operations of Integrated Media
Holdings, Inc.




Interest
Expense for the three months ended March 31, 2008 and 2007 was $132,812 and
$176,740 respectively.  The reduction in 2008 resulted from the
reduction in outstanding debt.




We
incurred a gain from the imbedded derivatives in our debt instruments of $23,715
during the three months ended March 31, 2008 and a gain of $181,080 during the
three months ended March 31, 2007.





Legal
expenses of $22,953 were incurred during the three months ended March 31, 2008
which were significantly less than the $726,553 incurred during the three months
ended March 31, 2007.   The conclusion of the trial stage of the
Pediatrix law suit during 2007 accounts for most of the reduction.




The three
months ended March 31, 2007 include income from discontinued operations of
$441,154 resulting from the Endavo, Bidchaser and WV Fiber
subsidiaries.




Cash
flows from operations approximated net income (loss) for the three months ended
March 31, 2008 and 2007.  The Company has funded its operating
deficits through debt financing.













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.





Risk
Factors




In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual
Report on Form 10-KSB for the year ended December 31, 2007, which could
materially affect our business, financial condition or future results. The risks
described in our Annual Report on Form 10-KSB is not the only risks facing our
Company. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.








If We Do Not Obtain Additional
Financing, We Will Not Be Able to Acquire Any Assets




As of
March 31, 2008  we had cash on hand in the amount of $78,428. We will
likely have to raise funds to acquire new assets and finance operation or
acquire new assets and to finance operations. If we are not able to raise the
funds necessary to fund our business objectives, we may have to delay the
implementation of any future business plan.




We do not
have any arrangements for financing and we can provide no assurance that we will
be able to obtain the required financing when needed. Obtaining additional
financing will be subject to a number of factors, including:




*       Market conditions;


*       Investor acceptance of potential business
assets; and


*       Investor sentiment.




These
factors may make the timing, amount, terms and conditions of additional
financing unattractive or unavailable to us. If we are not successful in
achieving financing id operation or acquire business assets, our development
will be delayed.









If
We Are Unable To Generate Significant Revenues From Our Operations, Our Business
Will Fail.





If we are
unable to generate significant revenues from resumption of operations or any
business interest we acquire, we will not be able to achieve profitability or
continue operations.




Our
Securities May Be Subject to Penny Stock Regulation.





If an
active trading market for our securities develops and the price of our common
stock falls below $5.00 per share, then we will be subject to “penny stock”
regulation. “Penny stock” rules impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with a
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have
received the purchaser’s written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the “penny
stock” rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a
result.







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, with the completion of the business merger with Arrayit and the
addition of more staff during the next few quarters, 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





Other
than the matter with Pediatrix Screening, LP described below, we are not
aware of any known or potential matters, 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.





Pediatrix
Screening LP





The
controversy in issue arose from a failed grant collaboration between Pediatrix
and TeleChem involving TeleChem proprietary microarray technology and subsequent
agreement by the parties to commercialize TeleChem microarray technology through
the formation of a joint corporation.  Pediatrix brought a lawsuit in
the United States District Court for the Western District of Pennsylvania
alleging multiple claims for breach of contract in connection with both the
grant collaboration and Pre-Incorporation Agreement.  TeleChem
counterclaimed alleging breach of the Pre-Incorporation Agreement, as well as
for fraudulent misrepresentation and trade secret misappropriation, inter alia, stemming from the
failed grant collaboration and subsequent Pre-Incorporation
Agreement.





On August
11, 2007, after five weeks of trial, the jury returned a verdict finding that,
while both parties were in breach of contract, Pediatrix also engaged in
fraudulent misrepresentation and awarded TeleChem $500,000 in damages and
$3,500,000 in punitive damages for the fraudulent misrepresentation claim and
$1,000,000 in damages on the breach of contract claim.   The jury
also awarded Pediatrix $1,085,000 in damages for Pediatrix’s breach of contract
claim against TeleChem.





Pediatrix’s
Rule 59 motion to amend the judgement was denied by the District
Court.  Pediatrix appealed the jury verdict on fraudulent
misrepresentation and the $4,000,000 in damages awarded thereunder to the U.S.
Court of Appeals for the Third Circuit.  Pediatrix has indicated that
it will not pursue on appeal the breach of contract verdict and damage award
against it.   TeleChem did not appeal any portion of the jury
verdict.





The
appeal is currently pending before the U.S. Court of Appeals for the Third
Circuit and involved in the Third Circuit’s mandatory mediation
program.








ITEM
2 - CHANGES IN SECURITIES




Issued
103,143 Series C Preferred shares on February 21, 2008 convertible into
36,100,000 common shares






ITEM
3 - DEFAULTS UPON SENIOR SECURITIES




Other
than defaults on some of our notes payable, as more fully explained in note 4 to
our financial statements, we are not in default on Senior
Securities.






ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




NONE









ITEM
5 - OTHER INFORMATION




NONE




ITEM
6 - EXHIBITS AND REPORTS ON FORM 8-K




Exhibit
            Description
      of Exhibit31.1
            Certification
      of Chief Executive Officer Pursuant to Rule
      13a-14(a)/15d-14(a)31.2
            Certification
      of Chief Financial Officer Pursuant to Rule
      13a-14(a)/l5d-14(a)32.1
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002, 18 U.S.C. 135032.2
            Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002, 18 U.S.C. 1350











(b).
Reports on Form 8-K.





On
January 9, 2008 and we filed on form 8-K information about the resignation of
Paul D Hamm and Jerry Dunlap as directors and the appointment of William L.
Sklar as a director.





On
February 5, 2008 we filed on form 8-K information that the Company had signed a
definitive merger agreement to combine with TeleChem International
Inc.





On
Februay 11, 2008 we filed on form 8-K information about amendments made to the
February 5, 2008 merger agreement with TeleChem International, Inc.





On March
19, 2008 we filed on form 8-K information about our change of auditors from
Maddox, Unger, Silberstein PLLC to Malone & Bailey PC.





On May
8,, 2008 we filed on form 8-K information about our change of auditors from
Malone & Bailey PC. To Berman,Hopkins, Wright & LaHam LLP.















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:
      May 19, 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:
      May 19, 2008
            By:
      /s/RENE’ A. SCHENARene’
      A. Schena, Chairman , Director, CEO & CFO
              (Principal
      Executive Officer and acting Principal Financial and Accounting
      Officer)Dated: May
      19, 2008
            By:
      /s/ TODD J. MARTINSKYTodd
      J. Martinsky, Director, Vice President &
COO





















Exhibit 31.1




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-QSB 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




August
18, 2008




















Exhibit 31.2




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-QSB 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




August
18, 2008



















Exhibit 32.1




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-QSB 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




August
18, 2008




















Exhibit 32.2




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-QSB 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




August
18, 2008