**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-QSB**







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




For
      the
      quarterly period ended September 30, 2006




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









Commission
      File Number 33-119586





**INTEGRATED
      MEDIA HOLDINGS, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




**Delaware**
              (State
                or Other Jurisdiction of Incorporation or Organization)
            **76-0600966**
              (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 November 15,
      2006 was 14,196,483
      shares of
      common stock, par value $.001.





Transitional
      Small Business Disclosure Format: Yes þ No
ྑ








**INDEX
      TO FORM 10-QSB FILING**


**FOR
      THE QUARTER ENDED SEPTEMBER 30, 2006**





**TABLE
      OF CONTENTS**





**PART
      I.**


**FINANCIAL
      INFORMATION**


**Item
      1. Financial Statements**


**Page****Item
                      1. Financial Statements****Condensed
                      Consolidated Unaudited Balance Sheet****as of September 30, 2006**
                  **1****Condensed
                      Consolidated Unaudited Statements of Operations****for the Three Months and Nine Months ended September 30, 2006
                      and
                      2005****Condensed
                      Consolidated Unaudited Statements of Cash Flows****for the Nine Months ended September 30, 2006 and
                      2005**
                  **3****Notes
                      to the Condensed Consolidated Unaudited Financial Statements**
                  **4****Item
                      2. Management’s Discussion and Analysis**
                  **10****Item
                      3. Controls and Procedures**
                  **20****PART
                      II****OTHER
                      INFORMATION****Item
                      1. Legal Proceedings**
                  **21****Item
                      6. Exhibits**
                  **21****SIGNATURES**


**PART
      I - FINANCIAL INFORMATION**





ITEM
      1.  FINANCIAL
      STATEMENTS





INTEGRATED
      MEDIA HOLDINGS, INC.


(formerly
      ENDAVO MEDIA AND COMMUNICATIONS, INC.)


CONDENSED
      CONSOLIDATED UNAUDITED BALANCE SHEET


as
      of
      September 30, 2006




**Assets**Current
                  assets:Cash
              $
                  74,853Accounts
                  receivable
              421,831Deposits
              16,214Total
                  current assets
              521,263Property
                  and equipment, net
              877,024Other
                  assets
              84,6561,548,852Total
                  assets
              $
                  3,031,795**Liabilities
                  and Stockholders' Deficit**Current
                  liabilities:Accounts
                  payable
              $
                  606,754Accrued
                  liabilities
              1,258,742Notes
                  payable including related parties
              2,518,477Total
                  current liabilities
              4,383,973Stockholders'
                  deficit:Preferred
                  stock, $.001 par value; 1,000,000 sharesauthorized,
                  1,696,310 shares issued and outstanding
              1,696Common
                  stock, $.001 par value, voting, 100,000,000 sharesauthorized,
                  14,384,690 shares issued and outstanding
              14,385Additional
                  paid-in capital
              21,991,326Accumulated
                  deficit
              (23,359,585)Total
                  stockholders' deficit
              (1,352,178)Total
                  liabilities and stockholders’ deficit
              $
                  3,031,795





INTEGRATED
      MEDIA HOLDINGS, INC.


(formerly
      ENDAVO MEDIA AND COMMUNICATIONS, INC.)


CONDENSED
      CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS


for
      the
      three and nine months ended September 30, 2005 and 2006






**Three
                  Months**
                **Ended
                  September 30,**
              
              **Nine
                  Months**
                **Ended
                  September 30,**2006
              
              2005
              
              2006
              
              2005(Restated)Total
                  revenues
              
              $
                  567,904
              
              $
                  334,826
              
              $
                  594,614
              
              $
                  432,078Cost
                  of sales
              
              (508,098)
              
              (34,310)
              
              (527,924)
              
              (127,575)Reversal
                  of variable stock options expense
              
              -
              
              -
              
              -
              
              453,000Selling,
                  general, and administrative expense
              
              1,343,549
              
              (651,137)
              
              (3,153,506)
              
              (3,107,389)Profit
                  (loss) from operations
              
              1,403,355
              
              (350,621)
              
              (3,086,816)
              
              (2,349,886)Other
                  income
              
              628,198
              
              (1,862)
              
              669,411
              
              12,052Interest
                  expense
              
              (239,531)
              
              (1,044,459)
              
              (710,750)
              
              (1,597,052)Net
                  income (loss)
              
              1,792,022
              
              (1,396,942)
              
              (3,128,156)
              
              (3,934,886)Imputed
                  preferred stock dividend
              
              -
              
              (1,891,493)
              
              0
              
              (5,674,478)Net
                  income (loss) attributable to common shareholders
              
              $
                  1,792,022
              
              $
                  (3,288,435)
              
              $
                  (3,128,156)
              
              $
                  (9,609,364)Net
                  income (loss) per common share - basic and diluted
              
              $
                  0.15
              
              $
                  (7.60)
              
              $
                  (0.47)
              
              $
                  (30.40)Weighted
                  average shares - basic and diluted
              
              11,966,432
              
              432,759
              
              6,708,697
              
              315,078





INTEGRATED
      MEDIA HOLDINGS, INC.


(formerly
      ENDAVO MEDIA AND COMMUNICATIONS, INC.)


CONDENSED
      CONSOLIDATED UNAUDITED STATEMENTS OF CASHFLOWS


for
      the
      nine months ended September 30,




**2006**
            **2005****Cash
                flows from operating activities:**Net
                loss
            $
                (3,128,156)
            $
                (3,934,886)Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            84,903
            58,497Stock
                and options issued for services
            2,192,282
            472,219Amortization
                of deferred compensation
            -
            687,749Amortization
                of unearned revenue
            -
            (320,899)Amortization
                of discount on long-term debt
            532,911
            468,942Gains
                on settlements
            (257,010)
            (9,300)Gains
                on extinguishment of debt
            (401,658)
            -Bad
                debt expense
            -
            1,649Decrease
                (increase) in:Accounts
                receivable
            (58,572)
            29,165Deposits
                and prepaid expenses
            (18,365)
            (28,214)Increase
                (decrease) in:Accounts
                payable
            105,552
            282,944Accrued
                liabilities
            374,551
            384,211**Net
                cash used by operating activities**
            (573,562)
            (1,907,923)**Cash
                flows used in investing activities**Purchases
                of property and equipment
            (14,541)
            (221,839)Purchase
                of business assets
            (1,662,500)
            -Net
                cash used in investing activities
            (1,677,041)
            (221,839)**Cash
                flows from financing activities:**Proceeds
                from issuance of common stock
            1,286,498
            754,565Proceeds
                from issuance of notes payable
            1,068,500
            -Proceeds
                on convertible short-term debt
            -
            1,449,500Payments
                on note payable
            (35,000)
            (4,535)Payments
                on related party note
            -
            (7,832)Payments
                on convertible long-term debt
            -
            (41,442)**Net
                cash provided by financing activities**
            2,319,998
            2,150,256**Net
                increase in cash and cash equivalents**
            69,395
            20,494**Cash
                and cash equivalents at beginning of period**
            5,458
            373**Cash
                and cash equivalents at end of period**
            $
                74,853
            $
                20,867





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. (formerly Susquina, Inc.) and New Planet Resources, Inc.
      (non-operating) 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. Series A Preferred shares were not affected by the
      split, pursuant to the terms of those shares in the Certificate of Designation,
      although preferred shares are not included in our per share
      calculations.





*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, 2005 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 and nine months ended September 30, 2006 and 2005
      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, 2005. Options, warrants, convertible debt and convertible preferred
      stock, of which if exercised or converted, as of September 30, 2006, would
      require the company to issue approximately 19,700,000 additional shares
      of
      common stock, are not included in the diluted earnings per share calculation
      for
      quarter ended September 30, 2005 or for the nine month period ended September
      30, 2006 or 2005, 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* .
      Prior
      to January 1, 2006, the Company accounted for stock options granted to employees
      under the recognition and measurement principles of APB Opinion No. 25,
      Accounting for Stock Issued to Employees, and related Interpretations, and
      had
      adopted the disclosure-only provisions of Statement of Financial Accounting
      Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation. Accordingly,
      no compensation expense was recognized in the financial statements when options
      granted under those plans had an exercise price equal to or greater than the
      market value of the underlying common stock on the date of grant. In 2006,
      the
      Company accounts for stock options granted to employees under the recognition
      and measurement principles of SFAS No. 123R, “Accounting for Stock-Based
      Compensation” (revised 2004). In March 2006, the Company granted 2,750,000
      options to employees with an effective date of March 22, 2006 and issued 100,000
      options on May 18, 2006. After making an adjustment of 173,333 retired shares,
      3,521,667 options were adjusted for the reverse split that occurred on our
      common stock on March 13, 2006, resulting in an adjusted amount outstanding
      of
      88,042, for a total of 2,845,542 total options outstanding. 96,833 options
      were
      retired during the period due to employment termination without
      vesting.





Pro
      forma
      net loss and loss per share presented below reflect the results of the Company
      for the first three months of the respective years as if the fair value based
      accounting method described in SFAS No. 148 had been used to account for stock
      and warrant-based compensation costs, net of taxes and forfeitures of prior
      year
      grants:





Three
                Months
              Ended
                September 30,
            
            Nine
                Months
              Ended
                September 30,2006
            
            2005
            
            2006
                (Restated)
            
            2005**Pro
                forma impact of fair value method (FAS 148)**Net
                loss attributable to common shareholders
            
            $1,792,022
            
            $(3,288,435)
            
            $(3,128,156)
            
            $(9,609,364)Less:
                Reduction in variable option expense
            
            -
            
            -
            
            -
            
            (453,000)Less:
                SFAS No. 148 employee compensation cost
            
            -
            
            (117,500)
            
            -
            
            (526,900)Pro
                forma net income
            
            1,792,022
            
            (3,406,335)
            
            (3,128,156)
            
            (10,589,264)**Income
                (loss) per common share**Basic
                and Diluted - as reported
            
            $.15
            
            $(7.60)
            
            $(.47)
            
            $(30.40)Basic
                and Diluted - pro forma
            
            $
                .06
            
            $
                8.00)
            
            $
                (.47)
            
            $
                (33.60)**Weighted
                average Black-Scholes fair value**
              **assumptions**Risk
                free interest rate
            
            5%
            
            6%
            
            5%
            
            6%Expected
                life
            
            10
                years
            
            3
                years
            
            10
                years
            
            3
                yearsExpected
                volatility
            
            112%
            
            193%
            
            112%
            
            192%Expected
                dividend yield
            
            0
            
            0
            
            0
            
            0








*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 estimated useful lives of the assets.





*Restatement
      to Reflect Change in Accounting for Share-based Payments.* Effective for the reporting periods after December 15, 2005, Companies are
      required to account for issuance of share-based payments in accordance with
      Statement of Financial Standard No. 123. This statement requires companies
      to
      value issuance of common stock, stock options and stock warrants at 'fair value'
      upon the completion of services rendered. For public companies, this fair value
      is arrived at by using an 'econometric model' to take into consideration
      variability of stock price, tax-free interest rate and time-value of money.
      Common stock issued for compensation or services are valued at the publicly
      disclosed price at the date of valuation. Expenses for 2006 have been restated
      to correct the valuations of the share-based compensation and we expect that
      the
      quarterly SEC filings for the periods ended March 31, 2006 and June 30, 2006
      will be amended to reflect these corrections. In accordance with Standard of
      Financial Accounting Standards No. 154 the following changes are disclosed
      below:





**Income
      Statement for the three months ended March 31, 2006:**





As
                Originally
              Reported
            
            As
              Adjusted
            
            Effect 
                of
              ChangeSelling,
                general & administrative expenses
            $
            (647,112)
            
            $
            (2,353,347)
            
            $
            (1,706,235)Net
                (loss)
            $
            (2,773,180)
            
            $
            (4,479,415)
            
            $
            (1,706,235)Per
                Share Basic
            
            (
                1.42)
            
            
            (2.30)
            
            
            (.88)





**Income
      Statement for the six months ended June 30, 2006:**





As
                Originally
              Reported
            
            As
              Adjusted
            
            Effect 
                of
              ChangeSelling,
                general & administrative expenses
            $
            (1,464,295)
            
            $
            (4,497,055)
            
            $
            (3,032,760)Net
                (loss)
            $
            (5,670,403)
            
            $
            (8,703,163)
            
            $
            (3,032,760)Per
                Share Basic
            
            (
                1.39 )
            
            
            (2.13)
            
            
            (.74)








The
      balance sheet effect of the above restatements would be to decrease
      stockholders’ equity at March 31 by $1,706,235 and to decrease stockholders’
equity at June 30, 2006 by $3,032,760.











NOTE
      2—GOING CONCERN




The
      Company has a working capital deficit, a stockholders’ deficit, and recurring
      net losses. These factors create substantial doubt about our ability to continue
      as a going concern until we can achieve sustainable operations. The financial
      statements do not include any adjustment that might be necessary if the Company
      is unable to continue as a going concern.





Until
      we
      achieve sustainable operations, t he
      ability of the Company to continue as a going concern is dependent on the
      Company generating cash from the sale of its common stock or obtaining debt
      financing and attaining future profitable operations. Management’s plans include
      selling its equity securities and obtaining debt financing to fund its capital
      requirements and ongoing operations; however, there can be no assurance the
      Company will be successful in these efforts.








NOTE
      3—SHORT-TERM NOTES PAYABLE





Notes
      payable and convertible notes payable outstanding as of September 30, 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 Securities and Exchange Commission has declared this filing
      effective.





The
      debt
      is convertible to common stock at a beneficial conversion rate of $4.00 per
      share and 1,597,529 warrants to purchase common stock were issued with the
      noted. 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 “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 is being
      amortized over the two year term of the notes. As of September 30, 2006,
      $1,138,048 has been amortized.





Convertible
      Promissory Notes payable purchased by SovCap Equity Partners, Ltd., a related
      party, have 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 and 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 September 30, 2006. The notes are due on demand and bear
      interest at 18% per year. The notes are convertible into the Company’s common
      stock under a beneficial conversion rate that resulted in the notes being
      initially discounted in 2004 by $340,700 all of which was amortized in 2004.





During
      the quarter ended September 30, 2006, the Company issued a non-convertible
      Promissory Note to SovCap Equity Partners, Ltd, in the amounts of $32,500 in
      exchange for proceeds in the same amount of $32,500. In total, we have issued
      $141,000 in non-convertible promissory notes in exchange for proceeds of
      $131,000. These Notes carry a simple interest rate of 6% per annum and are
      payable on demand after 45 days from the issue date. As of September 30, 2006,
      a
      total amount of $141,000 of these Promissory Notes remained
      outstanding.





On
      March
      24, 2006, the company issued a Promissory Note in the principal amount of
      $25,000 to AlphaWest Capital Partners, LLC, a related party, in exchange for
      proceeds in the same amount. The Promissory note is payable on demand, after
      May
      8, 2006, non-convertible and bears an annual interest rate of 12%.





On
      July
      19, 2006, we issued promissory notes to certain individual accredited investors
      in the total amount of $880,000 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.





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





During
      the quarter ended September 30, 2006, the Company issued 40,000 units of common
      stock and common stock warrants in a private transaction with a related party
      in
      exchange for cash proceeds received in the amount of $200,000. Each
      $5.00 unit issued equals 10
      shares
      of common stock and 20 five year warrants exercisable at $.50. The common stock
      and warrants are restricted from resale until registered or until a resale
      exemption is available to the holder under Rule 144.





During
      the quarter ended September 30, 2006, the Company issued 166,900 units of common
      stock and common stock warrants under a Regulation D unit offering to certain
      accredited individual investors in exchange for cash proceeds received in the
      amount of $834,501. Each
      $5.00 unit equaled 10
      shares
      of common stock and 20 five year warrants exercisable at a 50% of the market
      price at the time of closing. The issued warrants are exercisable at a range
      of
      $.50-.63. We issued 1,669,002 shares of common stock and 3,338,004 warrants
      pursuant to this financing. All warrants were exercised based on a cashless
      basis formula provided in the warrant agreement for an additional 1,669,002
      common shares. Therefore, 3,338,004 total shares of common stock were issued
      pursuant to this transaction and no warrants remain outstanding. The proceeds
      of
      this financing were used for the acquisition of the assets and operations of
      WV
      Fiber LLC. The common stock and warrants are restricted from resale until
      registered or until a resale exemption is available to the holder under Rule
      144.





On
      August
      8, 2006, the Company issued
      4,055,488 shares of common stock to the estate of WV Fiber LLC for the purchase
      of assets and operations of WV Fiber, LLC by our subsidiary, Louros Networks,
      Inc., now operating as WV Fiber Inc. As of the date of this report these common
      shares remained in WV Fiber LLC escrow to be paid to claims against the company.
      The common stock and warrants are restricted from resale until registered or
      until a resale exemption is available to the holder under Rule 144.








NOTE
      5 -
      SUBSEQUENT EVENTS





On
      October 2, 2006, we completed the merger of Bidchaser, Inc. with our wholly-owned subsidiary, BCI
      Acquisition Corporation, a Florida corporation. 2,122,095 common shares and
      280,080 Series A Preferred shares of Integrated Media Holdings are to be
      exchanged for 100% of the outstanding shares of Bidchaser to complete the
      merger. Bidchaser, Inc. will survive the merger and will operate as a
      wholly-owned subsidiary of Integrated Media Holdings, Inc.





On
      October 23, 2006, we issued a promissory note to an offshore accredited investor
      in the amount of $100,000 in exchange for cash proceeds in the same amount.
      The
      Note carries a simple interest rate of 18% per annum and is payable on demand
      after 180 days from the issue date or can be converted at the option of the
      holder 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
      $.25.





On
      November 14, 2006 we signed a Letter of Intent to acquire the majority interest
      in a new business being formed for the purpose of purchasing all of the property
      and assets of an operating company in the entertainment media distribution
      industry. The transaction is contingent upon certain conditions, including
      the
      negotiation, execution and delivery of mutually satisfactory formal agreements,
      including the Purchase Agreement, setting forth the precise terms and conditions
      upon which the transaction is to be consummated. The transaction is expected
      to
      be closed and details of the transaction and assets acquired to be announced
      on
      or around January 1, 2007.




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 and nine
      months ended September 30, 2006, 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, 2005. 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,
      2005 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. 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
      and
      operated as CeriStar, Inc. CeriStar was primarily in the business of network
      equipment sales and engineering, installation and management of local community
      fiber networks. CeriStar also provided telephone, Internet and cable television
      services over those fiber networks to residential and enterprise customers.
      To better
      reflect its concentration on the distribution of content and services over
      the
      Internet and broadband networks. the company changed its name to Endavo Media
      and Communications, Inc. in September 2004. At the same time we executed a
      consolidation of equity capital in order to reposition the company to raise
      public capital. After spending the late 2004 and the first half of 2005
      reorganizing, divesting from the legacy business of managing local fiber
      networks and services, and attempting to launch a complex new business plan,
      we
      consolidated operations in September 2005 to reduce costs while we redirected
      the company’s business plan and our activities to focus on definable and
      achievable objectives as described below. 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 (formerly Susquina, Inc.) of Integrated Media Holdings,
      Inc.





On
      August
      8, 2006, we acquired the assets and operations of WV Fiber, LLC, as
      Nashville-based diversified communications services company that now operates
      as
      our wholly-owned subsidiary, WV Fiber, Inc., and provides Internet transit,
      network transport and content delivery services to customers over its global
      fiber-optic network. The acquisition is described further below in Recent
      Events.





*Endavo
      Media and Communications, Inc.*





Endavo
      Media and Communications, Inc. provides digital video delivery and management
      solutions and platforms to owners of video and media content over the Internet
      and through Internet Protocol, or “IP,” based networks.





After
      our
      September 2005 consolidation and under a newly refocused business plan in the
      fourth quarter of 2005 and first quarter of 2006, we began testing and launching
      specific new products designed to provide digital content distribution and
      management services for content owners seeking to distribute their content
      online and over broadband, or IP, networks. Specifically, our new solutions
      facilitate the distribution of digital video and programming, on behalf of
      content owners, to connected customers and broadband communities. Our systems
      reside on a national fiber (IP) backbone network, operated by WV Fiber, allowing
      us to efficiently reach consumers over the Internet and on local broadband
      networks through IP service providers. We call our integrated content management
      & distribution system, content delivery network and d-commerce platform our
“EcoSystem”. The initial phase of our restructured business plan is to
      distribute digital video and programming to certain targeted groups of broadband
      consumers through web-based portals, or communities, and through the Windows
      Media Center Edition TM PC
      platform. Our content delivery platforms enable the delivery of video, audio
      and
      other services to networked personal computers, televisions, set top boxes
      and
      mobile devices.





We
      developed and tested our initial content delivery solutions, EnHance and EnGage,
      in late 2005 and began marketing them in 2006. We began
      developing our IPTV and web streaming solution, EnVision, during the
      3 rd quarter
      of 2006.





***EnHance.*** 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.*** 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.






After
      initial development and testing was successfully completed in late 2005, we
      began marketing our EnHance and EnGage products to owners of independent film
      libraries, TV programs and self-produced audio and other video programming
      content. During the first quarter of 2006, we began developing and testing
      numerous web-community, online video portal and “Broadband TV” projects for
      prospective customers to be launched during 2006. We also began planning and
      testing for the launch of an IPTV and web-streaming video platform services.






***EnVision.*** 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.




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 our 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.





Endavo
      has not achieved substantial sales since launching new products and services
      in
      early 2006 and, therefore, we remain completely 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.*





WV
      Fiber
      is a global fiber-optic and IP (Internet Protocol) network that provides
      Internet transit and network transport services to ISPs, carriers and enterprise
      customers. WV Fiber delivers digital content streaming, IP, VPN and Internet
      solutions. The company is also developing content delivery network capabilities
      to provide network distribution of video, music, games and downloads. We plan
      to
      use the network for continued core data services and to provide the delivery
      of
      digital media and software over IP. The WV Fiber network connects with over
      400
      other networks via peering agreements, encompassing the U.S., Canada, Latin
      America, Europe, the Middle East, Asia and the Far East.





***Internet
      Transit*** .
      WV
      Fiber provides backbone Internet connectivity for ISPs and other carriers.
      WV
      Fiber is engineered to exhaust 60 to 70% of traffic locally and does not back
      haul the majority of its traffic across the country to only two or three
      exhaustion points. Our peering is very strong and designed to enhance our
      transit product.





***Network
      Transport*** .
      WV
      Fiber’s Transport product is called “intelligent IP” and works by mapping a
      physical interface at a Provider Edge router onto an MPLS Label Switched Path
      (LSP). Native Layer 2 Protocol Data Units from Ethernet, SONET, or ATM
      interfaces are transmitted via the LSP on the WV Fiber Network, to the opposite
      side Edge router where the label is removed. The original Protocol Data Unit
      is
      then transmitted to the opposite Customer Edge router device. WV Fiber Data
      Transport is a fully transparent service, providing a dedicated point to point
      Layer 2 private line service. The customer may transparently pass any Layer
      2 or
      Layer 3 protocol data necessary to support their application. WV Fiber built
      its
      IP Network for high performance and unparalleled reliability.




***Content
      Delivery.***  Our
      Digital Content Delivery Services are pow ered
      by
      our best of b reed
      core
      routers and extensive capabilities developed through experienced network
      professionals . Our Content Delivery Services leverage both the WV Fiber IP
      transport network and the many network peers throughout the world. WV Fiber's
      Digital Media Delivery Network enables customers to broadcast a live event
      at
      any time or on a continual basis—24 hours a day, seven days a week, without
      additional set up. WV Fiber's Content Delivery Services are ideal for the
      distribution of live content. We hav e
      radio,
      sports and news customer
      actively using our network to deploy their communications products today. Along
      with and other broa dband
      or
      broadcast networks with our customers’ digital content and programming .  Endavo
      Media and Communications ,
      we have
      created a digital broadcast network to enable Internet-based entertainment
      and
      information communities and to reach  most
      content delivery platforms







***Network
      POP Locations.*** The
      following is a list of WV Fiber’s network point of presence (POP) locations
      worldwide:





CALIFORNIASan
                Jose - EqunixLos
                Angeles - EqunixLos
                Angeles - CRG WestPalo
                Alto - PAIXSan
                Francisco - Wave ExchangeILLINOISChicago
                - EquinixVIRGINIAAshburn
                - EquinixGEORGIAAtlanta
                - WV Fiber, Telix BldgWASHINGTONSeattle
                - SIXX - Westin Bldg.TEXASDallas
                - XO CommunicationsINDIANAIndianapolis
                - Lifeline Data CenterPENNSYLVANIAPittsburgh
                - Allegheny Center MallNEW
                YORKNew
                York City - AboveNetNew
                York City - TelixNEVADALas
                Vegas - Switch CommunicationsTENNESSEENashville
                - Level 3Nashville
                - IRIS NetworksOHIOCincinnati
                - Level 3, Cincinnati BellColumbus
                - CitynetENGLANDLondon
                England Telehouse NorthNETHERLANDSAmsterdam,
                The Netherlands - TeleCity





**Recent
      Developments**





By
      majority consent, our shareholders authorized the company’s Board of Directors
      to execute a reverse split of our outstanding common stock based on a ratio
      of
      one-for-forty (1:40). All of our outstanding options, warrants and convertible
      debt were also adjusted for the split, based on the terms of those individual
      agreements. Series A Preferred shares however were not affected by the split,
      pursuant to the terms of those shares in the Certificate of Designation. The
      record date was March 13, 2006 and the reverse split became effective after
      market close on Monday, March 13, 2006. Our common stock began trading on the
      Electronic Bulletin Board (OTCBB) on a split-adjusted basis on Tuesday, March
      14, 2006.





Prior
      to
      the reverse split, t he
      company asked the holders of all of our outstanding convertible notes to agree
      to a minimum “Alternative Conversion Price”, as defined in their Securities
      Purchase Agreement or other agreements, in the amount of $4.00 (adjusted for
      reverse split). The purpose of this action was to allow our management the
      ability to determine the fully- diluted equity capitalization of the company
      to
      facilitate financing or possible merger with or acquisition of another operating
      company. All holders agreed to the proposed fixed or minimum conversion price,
      which will be applied for a period beginning February 22, 2006 until October
      15,
      2006 (180 days after the company filed its 2005 annual financial report on
      form
      10-K).





The
      results of our operations during the first nine months of 2006 reflect a
      transition period of restructuring the company and our equity and convertible
      debt capital and the initial launch of our new content delivery products, along
      with merger and acquisition plans completed in the 3 rd quarter
      ended September 30, 2006.





On
      July
      17, 2006 we signed a definitive Agreement and Plan of Merger and we received
      board approval for the acquisition of Bidchaser, Inc. through a common and
      Series A preferred share exchange to merge Bidchaser with BCI Acquisition Inc.
      a
      wholly owned subsidiary of Integrated Media Holdings. As noted in Subsequent
      Events, we closed this transaction on October 2, 2006 and Bidchaser now operates
      as a wholly-owned subsidiary of Integrated Media Holdings.





On
      August
      8, 2006 the Company closed the purchase of the assets of WV Fiber LLC 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,
      in
      exchange for $1,662,500 in cash and 4,055,448 shares of our common stock. As
      an
      additional part of the purchase price, we satisfied certain pre-petition secured
      claims, including principal and non-default interest, by agreeing to issue
      917,486 Series A preferred shares, which were contributed to the company from
      our major shareholder as the time of issuance, and by the issuance of a Secured
      Promissory Note in the amount of $850,000. The Series A preferred shares and
      Secured Promissory Note shall only be issued to these claimants if and once
      their pre-petition secured claims
      are allowed by the Ba nkruptcy
      Court. With the exception of the Secured Promissory Note, we have received
      all
      of the assets of WV Fiber LLC on a “free and clear” basis and began
      transitioning all operations and contracts in Louros Networks effective August
      9, 2006. We have changed the name of Louros Networks to WV Fiber Inc.








**Results
      of Operations**





Our
      operations during the quarter resulted in a significant increase in operating
      revenues and an improvement in overall financial performance, due mainly to
      the
      acquisition of the assets and operations by WV Fiber Inc. and a significant
      reduction in major operational costs for Endavo, for the three- and nine- month
      periods ended September 30, 2006 as compared to the same period in 2005.
      Approximately $294,000 of the revenues reported during the quarter ended
      September 30, 2005 was attributable to the complete amortization of previously
      recorded deferred revenue in the period due to the termination of long term
      contracts with residential fiber networks in Utah as a result of a change in
      our
      business plans and operations during 2005.




**Three
                  Months**
                **Ended
                  September 30,**
              **Nine
                  Months**
                **Ended
                  September 30,****Summary
                  of Operations**2006
              2005
              2006
                (Restated)
              2005Revenues
              $        567,904
              $        40,607
              $ 
                   594,614
              $        137,859Deferred
                  Revenue Recognition
              -
              294,219
              -
              294,219**Total
                  Revenues**
              **567,904**
              **334,826**
              **594,614**
              **432,078**Cost
                  of Revenue
              (508,098)
              (34,310)
              (527,924)
              (127,575)**Gross
                  Income (Loss)**
              **59,806**
              **300,516**
              **66,690**
              **304,503**Reversal
                  of Variable Stock Options Expense
              -
              -
              -
              453,000Selling,
                  General and Administrative Costs
              1,343,549
              (651,137)
              (3,153,506)
              (3,107,389)**Operating
                  Income (Loss)**
              **1,403,355**
              **(350,621)**
              **(3,086,816)**
              **(2,349,886)**Other
                  Income (Expense)
              628,198
              (1,862)
              669,411
              12,052Interest
                  Expense
              (239,531)
              (1,044,459)
              (710,750)
              (1,597,052)**Net
                  Income (Loss)**
              **$ 1,792,022**
              **$ (1,396,942)**
              **$ (3,128,155)**
              **$ (3,934,886)**









Our
      total
      revenues increased 70% in the three months ended September 30, 2006, compared
      to
      the same period in 2005. Excluding deferred revenue recognition in the quarter
      ended September 30, 2005 of $294,219, our operating revenues increased 1,299%
      in
      the three months ended September 30, 2006 compared to the same period in 2005.
      Our cost of revenues also increased as a percentage of our revenues in the
      same
      comparative periods from 84% to 89%, excluding deferred revenue recognition
      in
      2005. We made a favorable adjustment in compensation expense related to an
      option expense restatement from the previous quarters of 2006 in the amount
      of
      $2,105,578. Excluding this unusual credit, our selling, general and
      administrative costs increased during the three months ended September 30,
      2006
      as compared to the same period in 2005 as a result of our acquisition of the
      operations of WV Fiber.




Our
      total
      revenues increased 38% in the nine months ended September 30, 2006 compared
      to
      the same period in 2005. Excluding the aforementioned deferred revenue
      recognition in the quarter ended September 30, 2005, our revenues increased
      331%
      in the nine months ended September 30, 2006 compared to the same period in
      2005.
      Our cost of revenues also decreased as a percentage of our revenues in the
      same
      comparative periods from 92% to 88%, after adjusting for deferred revenue
      recognition in 2005. We made unfavorable restatements to our compensation
      expenses from the first two quarters of 2006, in the amounts of $1,706,235
      and
      $1,326,525 respectively. Excluding these options compensation adjustments,
      our
      selling, general and administrative costs decreased during the nine months
      ended
      September 30, 2006 as compared to the same period in 2005.







***Revenues***




Our
      revenues increased to $567,904 in the three-month period ended September 30,
      2006 from $40,607 in the same period in 2005, excluding deferred revenue
      recognition in 2005. This increase was mainly due to the acquisition of the
      operations of WV Fiber, which generates revenue from the sale of network
      transport and Internet transit services over its fiber optic network. Endavo
      experienced general decline in service revenue in comparative periods as a
      result of terminating services to residential communities in Utah during the
      third quarter of 2005 as a part of a change in the company’s business plan.
      Although Endavo began developing new digital content delivery products and
      services for new customers in the first quarter of 2006, the company did not
      achieve significant monthly contract revenue from content delivery for these
      customers during the third quarter of 2006.





Our
      revenues increased to $594,614 in the nine-month period ended September 30,
      2006
      from $137,859 in the same period in 2005, excluding deferred revenue recognition
      in 2005. This increase was mainly due the acquisition of the operations of
      WV
      Fiber. Endavo revenue for the first half of 2006 consisted entirely of contract
      “set up” fees in the amount of $26,710 from initial content customers for the
      development of online video projects expected to be launched in 2006 and early
      2007. Once launched, Endavo expects to receive monthly contract fees from our
      customers for content delivery, transcoding and storage of digital media,
      technical support and transaction processing.








***Cost
      of Revenues and Gross Margins***




Our
      cost
      of revenues increased to $508,098 in the three months ended September 30, 2006
      from $34,310 in the same period in 2005, a increase of approximately 1380%
      and
      resulting in an increase in gross margins during the period, after adjusting
      for
      deferred revenue recognition in 2005. Our
      g ross
      margin on sales in three months ended September 30, 2006 was profit of $59,806
      compared to a profit of $6,297 in the same period in 2005, after adjusting
      for
      deferred revenue recognition. Our cost of revenues increased to $527,924 in
      the
      nine months ended September 30, 2006 from $127,575 in the same period in 2005,
      a
      increase of approximately 314%, but resulting in a increase in gross margins
      during the period. Our
      g ross
      margin on sales in nine months ended September 30, 2006 was profit of $66,690
      compared to a gross profit of $10,284 in the same period in 2005, after
      adjusting for deferred revenue. This significant increase in our cost of sales
      during both periods was the result of the acquisition of the network operations
      of WV Fiber. Endavo
      experienced a decrease in cost of sales as a result of the discontinuation
      of
      network installations for new residential customers in Utah and the
      discontinuation of operating costs associated with proving broadband services
      to
      residential customers. For Endavo, the cost of sales expected to be incurred
      from broadband video delivery and related sales is expected to be significantly
      lower that what we experienced in installing fiber networks and delivering
      local
      communications services as in 2005 and during prior years. In addition, we
      expect to reduce the cost of operations for WV Fiber in future periods by
      entering into more favorable fiber and colocation agreements at lower prices
      than experienced in previous contracts. Thus, we expect our gross margins to
      improve overall as our revenues grow from Endavo’s broadband video contracts and
      as we enter into new, lower cost network contracts, although we can provide
      no
      assurance that we will be able to grow revenues from current contracts or that
      cost of sales will remain low as a percentage of sales as forecasted.





***Selling,
      General and Administrative Costs***




Selling,
      general and administrative costs increased to $762,029 in three months ended
      September 30, 2006 compared to $651,137 in the same period in 2005, after
      excluding a favorable options compensation adjustment of $2,105,578. After
      excluding the net expense of $927,182 after restatement of options compensation
      in the first and second quarters of 2006 and the favorable adjustment for the
      third quarter of 2006, our SG&A costs decreased significantly to
      $ 2,226,324
      from $3,107,389 during
      the nine-month period ended September 30, 2006 compared to the same
      period in 2005. We
      acquired the operations of WV Fiber, which increased our SGA from previous
      quarters in 2006, although we significantly reduced our legal fees, payroll,
      contract labor, travel, equipment expense and rent for Endavo during the three-
      and nine-month periods in 2006 compared to 2005. Our detailed SG&A expenses
      for the nine months ended September 30 during 2006 and 2005 were as follows:





**Nine
                Months Ended September 30,****2006**
            
            **2005**(Restated)Payroll
                expenses
            $
                1,334,042
            
            $
                774,556Sales
                commissions
            19,385
            
            -Contract
                labor
            66,577
            
            761,083Office
                expense
            1,023
            
            21,746Professional
                services, including stock and options issued for services
            1,465,174
            
            1,061,612Travel
            43,338
            
            179,589Employee
                benefits
            26,275
            
            40,944Equipment
                expense
            6,181
            
            20,695Advertising
                and marketing
            28,310
            
            45,506Rent
            10,812
            
            81,044Depreciation
            84,903
            
            58,497Other
            67,486
            
            62,117**Total**
            $
                3,153,506
            
            $
                3,107,389





***Other
      Income (Expense)***





**Nine
                Months Ended September 30,****2006**
            
            **2005**Interest
                expense
            $
                (710,750)
            
            $
                (1,597,052)Other
                income
            669,411
            
            12,052Total
            $
                (41,339)
            
            $
                (1,585,000)





Interest
      expense decreased significantly in the three- and nine-month period ended
      September 30, 2006 as compared to the same period in 2005 largely
      due to the
      conversion of $194,000 short-term notes payable into common stock during the
      first
      quarter of 2006 and a one-time $800,000 non-cash interest charge that occurred
      in 2005. Other income increased during the nine-month period ended September
      30,
      2006 due to the periodic elimination or reduction of certain aged accounts
      payable based to length of time outstanding and the reduced or eliminated
      likelihood of payment being made considering our corporate restructure,
      discontinuance of certain operations and lack of any correspondence with
      significantly aged vendor accounts.





**Liquidity
      and Capital Resources**





We
      do not
      have any significant credit facilities available with financial institutions
      or
      other third parties. During the second quarter and six months ended September
      30, 2006, we financed operations through the sale of equity, derivative and
      debt
      securities. Though we have been successful at raising capital on a best efforts
      basis 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 September 30, 2006 totaled $521,263 as compared to approximately
      $85,611 in the prior quarter ended June 30, 2006. This increase was primarily
      the result of acquiring accounts receivable and cash accounts in our purchase
      of
      assets from WV Fiber LLC.





We
      have
      begun making adjustments to our Accounts Payable account as noted above and
      we
      expect that a substantial amount of our liabilities listed on the balance sheet
      under the headings “Accounts Payable,” “Accrued Liabilities” and “Notes Payable”
may be retired by issuing common or preferred stock versus cash during the
      next
      12 months, although we can provide no assurance that we will be successful
      at
      satisfying these liabilities with common or preferred stock.





We
      anticipate that we will incur significantly less capital expenditures for
      broadband fiber and network infrastructure as a result of our new emphasis
      as a
      distributor of IP-based content and services to existing broadband network
      and
      service providers. Historically, we built out fiber-to-the-premise networks,
      thereby incurring significant capital resources. Endavo has reduced its
      operations and SG&A costs as a result of consolidating historical
      operations. Going forward, however, we anticipate that Endavo will incur
      significantly more 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 operational and SG&A costs, as we accelerate the development and launch
      of new operations over the next year. Until we achieve substantial revenues
      or
      profitability over several quarters, we will remain dependent on raising capital
      in order to remain in operation.





**Going
      Concern**





Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States applicable to a going concern that
      contemplates the realization of assets and the satisfaction of liabilities
      and
      commitments in the normal course of business. Our general business strategy
      is
      unproven, and we have only recently begun to record revenues. To date, we have
      relied primarily on the sale of our equity and debt securities to fund our
      operations. We have incurred losses since our inception and we continue to
      incur
      legal, accounting, and other business and administrative expenses. Our auditor
      has therefore recognized that there is substantial doubt about our ability
      to
      continue as a going concern.





ITEM
      3.  CONTROLS
      AND PROCEDURES





Disclosure
      controls and procedures are designed with an objective of ensuring that
      information required to be disclosed in our periodic reports filed with the
      Securities and Exchange Commission, such as this Quarterly Report on Form
      10-QSB, is recorded, processed, summarized and reported within the time periods
      specified by the Securities and Exchange Commission. Disclosure controls also
      are designed with an objective of ensuring that such information is accumulated
      and communicated to our management, including our chief executive officer and
      chief financial officer, in order to allow timely consideration regarding
      required disclosures.





The
      evaluation of our disclosure controls by our chief executive officer, who is
      also our acting chief financial officer, included a review of the controls’
objectives and design, the operation of the controls, and the effect of the
      controls on the information presented in this Quarterly Report. Our management,
      including our chief executive officer, does not expect that disclosure controls
      can or will prevent or detect all errors and all fraud, if any. A control
      system, no matter how well designed and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Also,
      projections of any evaluation of the disclosure controls and procedures to
      future periods are subject to the risk that the disclosure controls and
      procedures may become inadequate because of changes in conditions, or that
      the
      degree of compliance with the policies or procedures may
      deteriorate.





Based
      on
      his review and evaluation as of the end of the period covered by this Form
      10-QSB, and subject to the inherent limitations all as described above, our
      chief executive officer, who is also our acting chief financial officer, has
      concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain
      material weaknesses and are not effective.





A
      material weakness is a significant deficiency, or a combination of significant
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.





The
      material weaknesses we have identified are the direct result of a lack of
      adequate staffing in our accounting department. Currently, our chief executive
      officer and a controller have sole responsibility for receipts and
      disbursements. We do not employ any other parties to prepare the periodic
      financial statements and public filings. Reliance on these limited resources
      impairs our ability to provide for a proper segregation of duties and the
      ability to ensure consistently complete and accurate financial reporting, as
      well as disclosure controls and procedures. As we grow, and as resources permit,
      we project that we will hire such additional competent financial personnel
      to
      assist in the segregation of duties with respect to financial reporting, and
      Sarbanes-Oxley Section 404 compliance.





We
      believe that we will be able to improve our financial reporting and disclosure
      controls and procedures and remedy the material weakness identified
      above.





**PART
      II - OTHER INFORMATION**





ITEM
      1.  LEGAL
      PROCEEDINGS





All
      legal
      proceedings to which the Company was party were dismissed by mutual consent
      on
      July 27, 2006.








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.




**Item
      5. Other Events**




Acquisition.
      On July 17, 2006, Integrated Media Holdings Inc., a Delaware Corporation
      ("Integrated Media") and Bidchaser Inc., a Florida corporation ("Bidchaser")
      entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
      to which a newly formed wholly owned subsidiary of Integrated Media will merge
      with and into Bidchaser and shares of capital stock of Integrated Media will
      be
      issued to the present shareholders of Bidchaser. Under the Merger Agreement,
      Paul D. Hamm, President and Chief Executive Officer and Director of Integrated
      Media will continue as President, CEO and director of Integrated Media and
      Leonardo Cunha will assume the role of CEO of Bidchaser. Upon completion of
      the
      merger, there will not be a change in control of Integrated Media.






On
      October 24, 2006 Integrated Media Holdings, Inc. announced the merger of
      Bidchaser, Inc. with BCI Acquisition Corporation, a Florida corporation and
      wholly-owned by Integrated Media Holdings, effective October 2, 2006. 2,122,095
      common shares and 280,080 Series A Preferred shares of Integrated Media Holdings
      were exchanged for 100% of the outstanding shares of Bidchaser to complete
      the
      merger. Bidchaser, Inc. will survive the merger and will operate as a
      wholly-owned subsidiary of Integrated Media Holdings.




On
      the 26 th day of
      July, 2006 the United States Bankruptcy Court for the Middle District of
      Tennessee Nashville Division approved sale of the assets of WV Fiber LLC to
      Integrated Media Holdings, Inc. pursuant to 11 U.S.C. 363.





On
      the
      9 th day of
      August, 2006 the Company closed the purchase of the assets of WV Fiber LLC
      through the United States Bankruptcy Court for the Middle District of Tennessee
      Nashville Division.








**Item
      3.02**  **-
      UNREGISTERED SALES OF EQUITY SECURITIES**




On
      the
      23rd day of August, the Company issued Promissory Notes, dated July 19, 2006,
      to
      certain individual accredited investors in the total amounts of $860,000 in
      exchange for proceeds in the same amount. These Notes carry a simple interest
      rate of 18% per annum and are payable on demand after 180 days from the issue
      date or they are convertible into units consisting of common stock and warrants
      at a rate of one unit for every $5.00 converted. Each unit consists of 10 shares
      of common stock and 20 five year warrants each to purchase one share of common
      stock 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 as previously disclosed.






In
      the
      23rd day of August, the Company completed the sale of 188,700 units consisting
      of common stock and warrants in exchange for cash proceeds of $998,500. Each
      $5.00 unit consists of 10 shares of common stock and 20 five year warrants
      each
      to purchase one share of common stock exercisable at a 50% of the market price
      at the time of closing. The warrants are exercisable at a range of $0.50-$0.63
      per share. 1,887,000 shares of common stock and 3,774,000 warrants are issued
      by
      the company pursuant to this financing. The proceeds of this financing were
      used
      for the acquisition of the assets and operations of WV Fiber as previously
      disclosed.






All
      of
      the above securities were issued to accredited investors without registration
      under the Securities Act of 1933 in reliance on the exemption from registration
      in Section 4(2) of the Securities Act and Rule 506 thereunder.






On
      the
      15th day of August, 2006, Integrated Media Holdings Inc., a Delaware corporation
      ("IMHI") issued 37,000 shares of common stock for the cash sum of $165,000.00
      pursuant to the terms of the Securities Purchase Agreement dated as of April
      3rd, 2006. The proceeds of this financing have been used for general working
      capital. The Securities were issued to non-US persons under Securities Act
      of
      1933 in reliance on the exemption contain in Regulation S thereof.







**Item
      5.02 - Departure of Directors or Principal Officers; Election of Directors;
      Appointment of Principal Officers.**




The
      Board
      of Directors of Integrated Media Holdings, Inc. resolved that Peter Marcum
      be
      appointed to the Integrated Media Board of Directors effective the 22nd day
      August. The board has also resolved to appoint Harish Shah to the Integrated
      Media Board of Directors effective on the closing date of the acquisition of
      Bidchaser Inc. by BCI Acquisition Corporation.








**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.








INTEGRATED
      MEDIA HOLDINGS, INC.








Dated:
      November 20, 2006      */s/* *Paul
      D. Hamm*


Paul
      D.
      Hamm


Chief
      Executive Officer and Chief Financial Officer