**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 June 30, 2007
  [
        ]  Transition
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act
 (Mark
        One)
  
 Commission
        File Number **33-119586**
 
 **INTEGRATED
        MEDIA HOLDINGS, INC.**
 (Exact
        Name of Small Business Issuer as Specified in Its Charter)
  Delaware
                    
                    76-0600966(State
                        or Other Jurisdiction of Incorporation or Organization)
                    
                    (IRS
                        Employer Identification No.)10
                        Glenlake Parkway, Suite 130
                      Atlanta,
                        Georgia
                    
                    30238(Address
                        of Principal Executive Offices)
                    
                    (Zip
                        Code)
 
 **(678)
        222-3445**
 (Issuer’s
        Telephone Number, Including Area Code)
  **Endavo
        Media and Communications, Inc.**
 (Former
        Name)
  Check
          whether the issuer (1) filed all
          reports required to be filed by Section 13 or 15(d) of the Exchange Act
          during
          the past 12 months (or for such shorter period that the registrant was
          required
          to file such reports), and (2) has been subject to such filing requirements
          for
          the past 90 days. Yes þ  No  
   **APPLICABLE
          ONLY TO CORPORATE ISSUERS**
  The
          number of shares of the issuer’s
          common equity outstanding as of August 20, 2007 was approximately 14,960,000
          shares of common stock, par value $.001.
 
 Transitional
          Small Business Disclosure
          Format: Yes þ  No  
 **INDEX
        TO FORM 10-QSB FILING**
 **FOR
        THE QUARTER ENDED JUNE 30, 2007**
 
 **TABLE
        OF CONTENTS**
 **PART
                    I**
                  **FINANCIAL
                    INFORMATION****Page**Item
                    1. Financial StatementsCondensed
                    Consolidated Unaudited Balance Sheet as of June 30, 2007
                1Condensed
                    Consolidated Unaudited Statements of Operations for the Three
                    Months ended
                    June 30, 2007 and 2006
                2Condensed
                    Consolidated Unaudited Statements of Cash Flows for the Three
                    Months ended
                    June 30, 2007 and 2006
                3Notes
                    to the Condensed Consolidated Unaudited Financial
                    Statements
                4Item
                    2. Management’s Discussion and Analysis
                9Item
                    3. Controls and Procedures
                17**PART
                    II****OTHER
                    INFORMATION**Item
                    1. Legal Proceedings
                19Item
                    6. Exhibits
                19SIGNATURES
  
  **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
        June 30, 2007
 
 **Assets****Current
                  assets:**Cash
              $              3,639Accounts
                  receivable, net of allowance for doubtful accounts of $0 and $0,
                  respectively
              151,144Prepaid
                  Expenses
              500Total
                  current assets
              155,283Property
                  and equipment, net
              224,968Other
                  Assets
              16,214Goodwill
              582,643Total
                  assets
              $           979,108**Liabilities
                  and Stockholders' Deficit****Current
                  liabilities:**Accounts
                  payable
              $          507,205Accrued
                  liabilities
              1,084,235Notes
                  payable including related parties
              757,727Total
                  current liabilities
              2,349,167**Stockholders'
                  deficit**Preferred
                  stock, $.001 par value; 1,000,000 shares authorized, 3,088,469
                  and
                  3,821,197 shares issued and outstanding, respectively
              3,088Common
                  stock, $.001 par value, voting, 100,000,000 shares authorized,
                  14,260,747
                  and 6,659,640 shares issued and outstanding, respectively
              14,260Additional
                  paid-in capital
              22,740,354Accumulated
                  deficit
              (24,127,761)Total
                  stockholders' deficit
              (1,370,059)**Total
                  liabilities and stockholders' deficit**
              $          979,108
 
 See
        accompanying notes to condensed consolidated financial statements.
 
  
  INTEGRATED
        MEDIA HOLDINGS, INC.
 (formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)
 CONDENSED
        CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
 
 **Three
                  months ended****June
                  30,**
              
              
              **Six
                  months ended****June
                  30,****2007**
              
              **2006**
              
              
              **2007**
              
              **2006****Total
                  revenues**
              $    102,605
              
              $    25,715
              
              
              $1,016,682
              
              $   26,710**Cost
                  of sales**
              (108,922)
              
              (6,796)
              
              
              (968,290)
              
              (19,826)**Selling,
                  general, and administrative expense**
              950,877
              
              (817,037)
              
              
              1,714,952
              
              (1,464,295)**Profit
                  (loss) from operations**
              944,560
              
              (798,118)
              
              
              1,763,344
              
              (1,457,411)**Other
                  income (expense)**
              1,134,740
              
              24,433
              
              
              1,135,585
              
              41,213**Interest
                  (expense)**
              75,487
              
              (231,900)
              
              
              (154,033)
              
              (471,219)**Net
                  income (loss)**
              2,154,787
              
              (1,005,585)
              
              
              2,744,896
              
              (1,887,417)**Imputed
                  preferred stock dividend**
              0
              
              (1,891,493)
              
              
              0
              
              (3,782,986)**Net
                  income (loss) attributable to common shareholders**
              $2,154,787
              
              $
                  (2,897,078)
              
              
              $2,744,896
              
              $(5,670,403)**Net
                  income (loss) per common share - basic and
                  diluted**
              $ 0.15
              
              $ (0.47)
              
              
              $ 
                  .18
              
              $     (1.39)**Weighted
                  average shares - basic and diluted**
              14,401,620
              
              6,211,618
              
              
              15,599,510
              
              4,079,830
 
 See
        accompanying notes to condensed consolidated financial statements.
 
  
  INTEGRATED
        MEDIA HOLDINGS, INC.
 (formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)
 CONDENSED
        CONSOLIDATED UNAUDITED STATEMENTS OF CASHFLOWS
 for
        the
        six months ended June 30,
 
 
 **2007**
              
              **2006****Cash
                  flows from operating activities:**Net
                  income (loss)
              
              $        2,744,896
              
              $      (1,887,417)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              98,454
              
              43,137Stock
                  and options issued for services
              
              (2,499,091)
              
              965,100Amortization
                  of discount on long-term debt
              
              -
              
              355,274Interest
                  expense converted to equity or debt
              
              130,395Gains
                  on sale of subsidiary
              
              (1,135,585)
              
              (32,598)Decrease
                  (increase) in:Accounts
                  Receivable
              
              (152)
              
              (19,615)Deposits
                  and Prepaid Expenses
              
              (18,149)
              
              -Increase
                  (decrease) in:Accounts
                  Payable
              
              402,413
              
              (35,958)Accrued
                  liabilities
              
              111,513
              
              226,068**Net
                  cash used by operating activities**
              
              (165,305)
              
              (386,009)**Cash
                  flows used in investing activities:**Purchases
                  of property and equipment
              
              (21,898)
              
              (4,221)Additions
                  to Security Deposits
              
              10,000
              
              -**Net
                  cash used by investing activities**
              
              (11,898)
              
              (4,221)**Cash
                  flows from financing activities:**Proceeds
                  from issuance of common stock
              
              107,503
              
              365,000Proceeds
                  from issuance of notes payable
              
              60,141
              
              86,000Payments
                  on convertible long-term debt
              
              (2,998)
              
              -**Net
                  cash provided by financing activities**
              
              164,647
              
              451,000Net
                  increase (decrease) in cash and cash equivalents
              
              (12,557)
              
              60,770Cash
                  and cash equivalents at beginning of period
              
              16,196
              
              5,458**Cash
                  and cash equivalents at end of period**
              
              $               3,639
              
              $             66,228
 
 See
        accompanying notes to condensed consolidated financial statements.
 
 
 
  
  NOTE
        1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 *Principles
        of Consolidation*.  The financial statements reflect the
        consolidated results of Integrated Media Holdings, Inc. and its wholly owned
        subsidiaries Endavo Media and Communications, Inc., WV Fiber, Inc., Bidchaser,
        Inc. and New Planet Resources, Inc.  All material inter-company
        transactions have been eliminated in the consolidation. WV Fiber was sold
        on
        April 11, 2007 as described in Recent Events of this filing. Therefore, our
        financial statements reflect WV Fiber results through April 10,
        2007.
 
 *Reverse
        Stock Split*.  In the first quarter of 2006, the Company completed
        a reverse stock split whereby the shareholders received 1 share of stock
        for
        every 40 that were previously owned.  All share and per share amounts
        in prior periods have been restated to reflect the reverse stock
        split.
 
 *Basis
        of Presentation*.  The accompanying condensed consolidated
        financial statements are unaudited.  Certain information and footnote
        disclosures normally included in financial statements prepared in accordance
        with accounting principles generally accepted in the United States have been
        condensed or omitted pursuant to the rules and regulations of the Securities
        and
        Exchange Commission. Integrated Media Holdings, Inc., (the “Company”) believes
        that the following disclosures are adequate to make the information presented
        not misleading.
 
 These
        condensed financial statements reflect all adjustments (consisting only of
        normal recurring adjustments) that, in the opinion of management, are necessary
        to present fairly the financial position and results of operations for the
        periods presented.
 
 Interim
        results are not necessarily indicative of the operating results to be expected
        for the full year. These financial statements should be read in conjunction
        with
        the company’s financial statements and notes thereto for the year ended December
        31, 2006 included in the Company’s Annual Report on Form 10-KSB.
 
 *Net
        Loss Per Common Share*.  Basic earnings per share are computed on
        the basis of the weighted average number of common shares
        outstanding.  Diluted earnings per share are computed on the basis of
        the weighted average number of common shares outstanding plus the effect
        of
        outstanding stock options using the “treasury stock” method.  The
        earnings per common share for the six months ended June 30, 2006 have been
        adjusted to give retroactive effect to the one-for-forty reverse stock split
        effective March 13, 2006 as if the reverse stock split had occurred on January
        1, 2006.  Options, warrants, convertible debt and convertible
        preferred stock, which if exercised or converted would require the company
        to
        issue approximately 63,000,000 shares of common stock, are not included in
        the
        diluted earnings per share calculation for June 30, 2007 and 2006, respectively,
        since their effect on a net loss per share calculation is
        anti-dilutive.
 
 *Revenue
        Recognition*.  Revenue**is recognized when a valid
        contract or purchase order has been executed or received, services have been
        performed or product has been delivered, the selling price is fixed or
        determinable, and collectibility is reasonably assured. Payments received
        prior
        to performance are recorded as deferred revenue and amortized over the estimated
        service period.
 
 *Stock-Based
        Compensation*.  Effective January 1, 2006, the Company adopted the
        provisions of Statement of Financial Standards No. 123 (revised 2004),
        Share-Based  Payment (*"SFAS No. 123(R)"*), which is a revision
        of SFAS No. 123. SFAS No. 123 (R) supersedes APB Opinion No. 25, Accounting
        for
        Stock Issued to Employees, and amends FASB Statement No. 95, Statement of
        Cash
        Flows. Generally, the approach to accounting for share-based payments in
        SFAS
        No. 123(R) is similar to the approach described in SFAS No. 123. However,
        SFAS
        No. 123(R) requires all new share-based payments to employees, including
        grants
        of employee stock options, to be recognized in the financial statements based
        on
        their fair values. Pro forma disclosure of the fair value of new share-based
        payments is no longer an alternative to financial statement
        recognition.
 
 Prior
        to 2006, the Company accounted
        for its employee stock option plans under the intrinsic value method, in
        accordance with the provisions of Accounting Principles Board (*"APB"*)
        Opinion No. 25, *"Accounting for Stock Issued to Employees"*, and related
        interpretations. Compensation expense related to the granting of employee
        stock
        options is recorded over the vesting period only if, on the date of grant,
        the
        fair value of the underlying stock exceeds the option's exercise price. The
        Companyhad adopted the disclosure-only requirements of SFAS No. 123,
*"Accounting for Stock-Based Compensation"*, which allowed entities to
        continue to apply the provisions of APB No. 25 for transactions with employees
        and provide pro forma net income and pro forma income per share disclosures
        for
        employee stock grants made as if the fair value based method of accounting
        in
        SFAS No. 123 had been applied to these transactions.
 
 *Property
        and Equipment*.  Property and equipment are recorded at cost less
        accumulated depreciation.  Depreciation and amortization on property
        and equipment are determined using the straight-line method over a five year
        estimated useful life of the asset.
 
 
 NOTE
        2—GOING CONCERN
 
 The
        Company has a working capital deficit, a stockholders’ deficit, and has
        experienced recurring net losses from operations for most periods prior to
        the
        quarter ended June 30, 2007.  These factors create substantial doubt
        about the Company’s ability to continue as a going concern. The financial
        statements do not include any adjustment that might be necessary if the Company
        is unable to continue as a going concern.
 
 The
        ability of the Company to continue as a going concern is dependent on the
        Company generating cash from the sale of its common stock or obtaining debt
        financing and attaining future profitable operations. Management’s plans include
        selling its equity securities and obtaining debt financing to fund its capital
        requirements and ongoing operations; however, there can be no assurance the
        Company will be successful in these efforts.
 
 
 NOTE
        3—SHORT-TERM NOTES PAYABLE
 
 Notes
        payable and convertible notes payable outstanding as of June 30, 2007 consisted
        of the following:
 
 On
        February 22, 2005, the Company consummated a private placement of $1,425,000
        principal amount of 8% Senior Secured Convertible Two Year Notes and related
        securities, including common stock warrants and additional investment
        rights.  These Notes became due and payable in full on February 22,
        2007. In connection with these securities, the Company has filed a registration
        statement with the Securities and Exchange Commission registering the shares
        of
        common stock issuable upon conversion of these notes, exercise of the warrants,
        and the shares related to the additional investment rights if they are exercised
        in the future.  The Securities and Exchange Commission had declared
        this filing effective but we have not been able to keep the registration
        current. The debt is convertible to common stock at a beneficial conversion
        rate
        of $0.38 per share and1,597,529 warrants to purchase common stock were issued
        with the notes. 1,121,072 warrants were exercised in June 2005 and 11,911
        (adjusted for reverse split) warrants remain outstanding with an exercise
        price
        of $5.70 (adjusted for reverse split) after giving effect to an amendment
        to the
        exercise price that occurred in June 2005. All the Additional Investment
        Rights
        expired unexercised in September 2005. The beneficial conversion feature
        and the
        warrants resulted in a discount to the notes of $1,425,000 which was being
        amortized over the two year term of the notes.  As of June 30, 2007,
        $1,425,000 has been amortized, although we continue to show accrued interest
        payable in the amount of $218,788. We have paid interest on these notes in
        the
        total amount of $21,079 in exchange for 79,038 shares common stock as of
        June
        30, 2007. As of June 30, 2007 all of these Notes remained due and payable.
        Since
        the notes matured, we have been discussing possible conversion of these notes
        into common stock. Although we believe these notes will be converted into
        common
        stock, we can provide no assurance that we will successfully negotiate
        conversion with all the holders. Our common stock decline during the six
        months
        ended June 30, 2007 has made these negotiations difficult to finalize. Until
        these notes are converted, we are at risk that the holders can demand payment
        at
        any time and pursue all rights and remedies, under the terms of the note,
        if we
        are not able to make payment upon demand. Since the holders have a general
        lien
        on the company to secure these notes, our ability to survive a claim of this
        nature and magnitude is doubtful, based on our financial position as of June
        30,
        2007.
 
 Convertible
        Promissory Notes payable to and purchased by Omnia LLC and dated August 3,
        2004,
        totaled $50,000 principal. On June 7 and 9, 2007, holder converted $10,000
        total
        principal, along with interest payable, into 287,618 shares of common
        stock.
 
 Convertible
        Promissory Notes payable purchased by a private equity fund totaled
        $2,311,300.  To reduce long term debt outstanding $1,806,000 principal
        amount of these notes were converted into the Company’s Series A Preferred
        shares or common stock during 2004 and 2005. In the quarter ended March 31,
        2006, $194,500 principal amount was converted into 491,937 shares (adjusted
        for
        reverse split), leaving $455,300 in principal amount outstanding as of June
        30,
        2007. The notes are due on demand and bear interest at 18% per
        year.  The notes are convertible into the Company’s common stock under
        a beneficial conversion rate that resulted in the notes being initially
        discounted in 2004 by $340,700 all of which was amortized in 2004. In 2006,
        the
        Company issued Promissory Notes to the same private equity fund holding
        Convertible Promissory Notes described above, in the total amounts of $119,000
        in exchange for proceeds in the amount of $109,000. These Notes carry a simple
        interest rate of 6% per annum and are payable on demand after 45 days from
        the
        issue date. As of March 31, 2007, a total amount of $119,000 of these Promissory
        Notes remains outstanding.
 
 On
        March
        24, 2006, the company issued a Promissory Note in the principal amount of
        $25,000 to AlphaWest Capital Partners, LLC, a related party, in exchange
        for
        proceeds in the same amount. The Promissory note is payable on demand, after
        May
        8, 2006, non-convertible and bears an annual interest rate of 12%. AlphaWest
        also loaned $4,250 in the first quarter of 2007 with no interest payable
        or
        accrued.
 
 On
        From
        July to December 2006, we issued promissory notes to certain individual
        accredited investors in the total amount of $1,228,000 in exchange for proceeds
        in the same amount. These notes were surrendered and cancelled by the Company
        on
        April 11, 2007, pursuant to the sale of WV Fiber to Ultra Global Investments
        as
        discussed the Recent Events section of this filing.
 
 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.
        This note was transferred from us to Ultra Global Investment on April 11,
        2007,
        pursuant to the sale of WV Fiber to Ultra Global Investments as discussed
        the
        Recent Events section of this filing.
 
 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. This note
        was
        surrendered and cancelled by the Company on April 11, 2007, pursuant to the
        sale
        of WV Fiber to Ultra Global Investments as discussed the Recent Events section
        of this filing.
 
 NOTE
        4—COMMON AND PREFERRED STOCK TRANSACTIONS
 
 The
        Company issued 50,000 shares of common stock for consulting services valued
        at
        $5,000 in total during the three months ended June 30, 2007.
 
 On
        April
        2, 2007 we reissued 813,494 Series A Preferred shares to SovCap Equity Partners,
        Ltd. The shares had been contributed to us by SovCap under agreement for
        the
        asset purchase of WV Fiber completed in August 2006. We also agreed to return
        unissued shares to SovCap after the purchase and related transactions were
        completed, which equaled 813,494 shares.
 
 On
        April
        11, 2007, 3,308,000 shares of common stock, 646,770 shares of Series A preferred
        stock and approximately $1.2 million in promissory notes, convertible into
        approximately 4.8 million shares of common stock were surrendered to us and
        retired into our treasury as a result of the sale of WV Fiber to Ultra Global
        Investment, LLC. More details of the sale are discussed in Recent Events
        section
        of “Managements Discussion & Analysis” below.
 
 On
        June 7
        and 9, 2007, we converted at total of $10,000 in outstanding Convertible
        Promissory Note principal, held by Omnia LLC since 2004, into 287,618 shares
        of
        common stock.
 
 
 NOTE
        5 –
SUBSEQUENT EVENTS
 
 None
 
 ITEM
        2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
 
 For
        a
        description of our significant accounting policies and an understanding of
        the
        significant factors that influenced our performance during the six months
        ended  June 30, 2007, this “Management’s Discussion and Analysis”
should be read in conjunction with the Condensed Consolidated Unaudited
        Financial Statements, including the related notes, appearing in Item 1 of
        this
        Quarterly Report, as well as the Company’s Annual Report on Form 10-KSB for the
        year ended December 31, 2006.  The preparation of this Quarterly
        Report on Form 10-QSB requires us to make estimates and assumptions that
        affect
        the reported amount of assets and liabilities, disclosure of contingent assets
        and liabilities at the date of our financial statements, and the reported
        amounts of revenue and expenses during the reporting period. There can be
        no
        assurance that actual results reported in the future will not differ from
        those
        estimates or that revisions of these estimates may not become necessary in
        the
        future.
 
 **Forward-Looking
        Statements**
 
 This
        Quarterly Report on Form 10-QSB, includes statements that constitute
“forward-looking statements.”  These forward-looking statements are
        often characterized by the terms “may,” “believes,” “projects,” “expects,” or
“anticipates,” and do not reflect historical facts.  Forward-looking
        statements involve risks, uncertainties and other factors, which may cause
        our
        actual results, performance or achievements to be materially different from
        those expressed or implied by such forward-looking statements. Factors and
        risks
        that could affect our results and achievements and cause them to materially
        differ from those contained in the forward-looking statements include those
        to
        be identified in our Annual Report on Form 10-KSB for the year ended December
        31, 2006 in the section titled “Risk Factors,” as well as other factors that we
        are currently unable to identify or quantify, but may exist in the
        future.
 
 In
        addition, the foregoing factors may affect generally our business, results
        of
        operations and financial position.  Forward-looking statements speak
        only as of the date the statement was made.  We do not undertake and
        specifically decline any obligation to update any forward-looking
        statements.
 
 **Executive
        Overview**
 
 This
        section presents summary information regarding our industry and operating
        trends
        only. For further information regarding the events summarized herein, you
        should
        read “Management’s Discussion and Analysis” in its entirety.
 
 *Company
        and Industry Overview*
 
 Integrated
        Media Holdings was originally founded and incorporated in 1999 as CeriStar,
        Inc.
        by a group of technology entrepreneurs led by founder and former CEO of Iomega
        Corporation. On September 10, 2002, we merged with a wholly owned subsidiary
        of
        Planet Resources Inc., a non-operating publicly held company (together referred
        to as “Planet”) in which all of our issued and outstanding stock, including
        Convertible Preferred Series A shares and the Convertible Preferred Series
        B
        shares, were exchanged for shares of Planet common stock.  Series A
        and B preferred shares were exchanged at a rate of .757 shares for every
        common
        share of Planet and the common stock of the Company were exchanged into .322
        shares of common stock of Planet.  Just prior to the merger, Planet
        authorized a 1 for 5.23 reverse stock split.  The merger was accounted
        for as a reverse merger with CeriStar being the accounting
        acquirer.  On October 15, 2002, Planet Resources Inc. was renamed
        CeriStar, Inc. The company changed its name to Endavo Media and Communications,
        Inc. in September 2004 to reflect its concentration on the distribution of
        content and services over the Internet and broadband networks. We executed
        a
        consolidation of equity capital in order to reposition the company to raise
        public capital. In September 2005, we consolidated operations to reduce costs
        while we redirected the company’s business plan focus. In April 2006, we
        reorganized as a public holding company, changing our name to Integrated
        Media
        Holdings, Inc., in order to pursue the strategic objective of acquiring interest
        in broadband media and services companies, along with new business plans.
        Endavo
        now operates as a wholly owned subsidiary of Integrated Media Holdings, Inc.
        Endavo Media and Communications, Inc. provides digital video delivery solutions
        and products to owners of video and media content through Internet Protocol,
        or
“IP,” based networks.
  After
        our
        September 2005 staff reorganization and under a newly refocused business
        plan,
        Endavo began testing and launching specific new products designed to provide
        digital content distribution and management solutions for content owners
        seeking
        to distribute online and over broadband, or IP, networks. Specifically, our
        new
        solutions facilitate the distribution of digital entertainment, information
        and
        communications services, on behalf of the owners of content and applications
        being distributed, to connected customers and broadband communities. We
        primarily distribute over a national fiber (IP) backbone network to reach
        consumers over the Internet, local broadband networks and through IP service
        providers. We call our integrated content management & distribution system
        and content delivery network the Endavo Digital Broadcast System (DBS). Our
        restructured vision and business plan is to distribute digital video and
        programming to certain targeted groups of broadband consumers through web-based
        portals, or communities, and to connected networks, platforms and consumer
        media
        devices. Our development plans and acquisitions in 2006 were directed toward
        this vision.
 
 **Description
        of our Subsidiaries**
 
 *Endavo
        Media and Communications, Inc.*
 
 After
        initial development and testing was successfully completed in early 2006,
        Endavo
        began marketing its EnHance and EnVision products to owners of independent
        film
        libraries, TV shows and self-produced audio and video content. By the end
        of
        2006, we were developing and testing numerous web-community, digital video
        portal and "Broadband TV" projects for prospective customers. We began
        developing our IPTV and web streaming solution, EnVision, during the 3rd quarter
        of
        2006.
 
 EnHance
        provides a cost effective method for owners of web-based communities or portals
        to keep their users coming back to their websites by pushing DVD-quality
        video
        content directly to the desktop of each user. We target the EnHance solution
        toward content owners who have an existing inventory of video content or
        programs that has a current audience, whether radio, web or television. EnHance
        enables a content owner to increase or strengthen their existing viewer or
        listener base by cost-effectively offering programs to any broadband connected
        user worldwide. EnHance utilizes the latest managed peer-to-peer (P2P)
        distribution platform technologies, integrated into our distribution
        EcoSystem.
 
 EnGage
        is
        our “Broadband TV” platform that allows content owners to deliver “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,
        programs for each channel are regularly delivered to the user in full screen,
        DVD quality for on-demand viewing. During the first quarter of 2007, we began
        repackaging our EnGage product to become a solution that allows *Content
        Owners* to distribute and publish their digital content on other networks,
        platforms and devices connected to our network as “connected network”
partners.
 
 During
        the 3rd 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 4th 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
        Endavo Digital Broadcast System
        (DBS)*****.**Endavo enables digital content
        and services to be distributed all the way down to the end-user PC or enabled
        device directly, via delivery portals and broadband Internet connections,
        or
        through entirely managed community networks controlled by local network service
        providers. We have pulled together all the service delivery, management and
        accounting components necessary to provide an end-to-end, "trusted" digital
        media distribution system that guarantees delivery, QoS and accountability
        all
        the way up and down the value chain - from content to consumers.
  Endavo's
        integrated content and services management and distribution solution is
        comprised of the following basic components to create a Digital Broadcast
        System
        for digital content and services delivery:
  ·
              The
                  Delivery Platforms - An integrated set of content and service delivery
                  platforms used to translate all content and applications into common
                  signals so they all can be transmitted together over a single IP
                  network
                  and delivered to common end-user devices, such as the PC or Media
                  Center.
  ·
              The
                  Delivery Network - Endavo delivers digital signals over national
                  IP/MPLS
                  backbone network that enable cost-efficient distribution over the
                  Internet
                  or that can be picked up by directly by broadband communities around
                  the
                  network and delivered over local fiber or other last-mile broadband
                  media,
                  including wireless and copper, all the way to geographical groups
                  of end
                  users. A unique characteristic of Endavo's network will be the
                  capability
                  to broadcast, multicast and unicast content, providing significant
                  bandwidth efficiencies and
                  flexibility.
  ·
              The
                  Endavo Media Management System (EMMS) - An integrated digital asset
                  management and accounting framework allows Endavo customers to
                  preside
                  over ther entire inventory of digital content, bill for the services,
                  secure and control access to content, and provide customer support.
                  This
                  system also provides remote management capabilities for the content
                  and
                  service provider.
  ·
              Connected
                  Networks, Platforms and Devices - Endavo continuously seeks out
                  and
                  partners with hardware and device partners that provide the devices
                  necessary to make network matter for consumers. Appropriate connected
                  devices in a home network environment, or even mobile, allow subscribers
                  to seamlessly manage and access content - including music, photos,
                  TV, and
                  video (movies and self-created), surf the Internet and communicate
                  from a
                  central PC or server .
  ·
              A
                  unique characteristic of Endavo's network will be the capability
                  to use a
                  peer-to-peer system or flash streaming to deliver content, in addition
                  to
                  unicast streaming, to create significant bandwidth efficiencies
                  within an
                  on-demand environment.
 
 The
        key
        risk with Endavo’s business plan at this point is that we may not able to
        deliver our current pipeline of broadband video projects for our customers,
        due
        to technological problems or limited resources, or that our customers are
        not
        able to successfully market their own content or services to a sufficient
        amount
        of targeted broadband users to produce satisfactory revenues for themselves
        or
        for us to sustain operations. We have not yet achieved substantial sales
        since
        launching new products and services in late 2005 and,
        therefore, we are dependent on raising capital from financing
        resources and we will ask some vendors to accept stock as payment for services
        in order to meet our obligations and operating expenses.  There can be no
        guarantee that these efforts will be successful and we offer no assurance
        of our
        financial success or economic survival.
 
 *WV
        Fiber Inc.*
 
 On
        August
        8, 2006 we closed the purchase of the assets of WV Fiber LLC, a provider
        an
        Internet transit and network transport services, through the United States
        Bankruptcy Court for the Middle District of Tennessee Nashville Division.
        All
        assets and operations of WV Fiber LLC were purchased by Louros Networks,
        a
        newly-formed wholly-owned subsidiary of Integrated Media. On April 11, 2007,
        we
        sold WV Fiber, Inc. to Ultra Global Investments, LLC, a company formed by
        Peter
        Marcum and Harish Shah (former directors of Integrated Media Holdings) .
        Therefore our financial statements for the six months ended June 30, 2007
        include WV Fiber only through April 10, 2007. Please refer to Note 4 in our
        “Notes to Condensed Consolidated Unaudited Financial Statements” above and in
        the “Recent Events” section of “Managements Discussion & Analysis” for more
        details of the sale.
 
 *Bidchaser
        Inc.*
 
 On
        October 2, 2006 we closed the merger of Bidchaser, Inc. with our wholly-owned
        subsidiary, BCI Acquisition Corporation, and changed the name of the company
        to
        Bidchaser, Inc. Bidchaser, headquartered in Orlando, Florida, is an information
        technology provider that has created an online trading community and electronic
        commerce engine to provide online merchants with tools to handle their reporting
        needs, control their inventory and manage both contact and post sale activities.
        Bidchaser’s primary merchant websites are qshopnow.com and qbidnow.com. The
        company had also considered the development and launch of other market-specific
        online merchant portals through Bidchaser, including services that target
        Indian
        consumer markets, such as consumer good, travel, art, entertainment, and
        web
        design services.  During April 2007, Bidchaser management resigned
        from Bidchaser in order to pursue the purchase of WV Fiber, along with WV
        Fiber
        management, which occurred on April 11, 2007. Based on management’s retirement
        and early results from marketing efforts for merchant portals,
        we  decided during the quarter ended June 30, 2007 to discontinue
        marketing efforts and Bidchaser operations. We may be able to utilize
        Bidchaser’s technology to support our content delivery business plan as a
        value-added component of our overall services offering and business plan
        in the
        area of digital media distribution and sales.
 
 **Recent
        Developments**
 
 As
        of
        June 30, 2007, outstanding Senior Secured Convertible Notes, dated February
        22,
        2005, remained due and payable since February 22, 2007. Since the notes matured,
        we have been discussing possible conversion of these notes into common stock.
        Although we believe these notes will be converted into common stock, we can
        provide no assurance that we will successfully negotiate conversion with
        all the
        holders. Our common stock decline during the quarter has made these negotiations
        difficult to finalize. Until these notes are converted, we are at risk that
        the
        holders can demand payment at any time and pursue all rights and remedies,
        under
        the terms of the note, if we are not able to make payment upon demand. Since
        the
        holders have a general lien on the company to secure these notes, our ability
        to
        survive a claim of this nature and magnitude is doubtful, based on our financial
        position as of June 30, 2007.
 
 On
        April
        11, 2007 we completed the sale of WV Fiber Inc. to Ultra Global Investments,
        LLC, a company formed by Peter Marcum (WV Fiber) and Harish Shah (Bidchaser)
        for
        the purpose of completing this purchase. The purchase price for this transaction
        was as follows: (a) $200,000 cash; (b) assumption and payment of all
        indebtedness due from the Company to HT Investments, LLC, in the principal
        amount of $1,046,822; (c) assumption of the indebtedness owed by the us to
        certain creditors in the total amount of $1,183,500; and (f) common stock
        and
        options in the total amount of 3,633,000 shares (g) Series A Preferred stock
        in
        the amount of 646,700, convertible into approximately 6,200,000 shares of
        common
        stock. We recorded and net gain on the sale of approximately
        $500,000.
 
 Peter
        Marcum and Harish Shah resigned from our board of directors on April 11,
        2007
        and Mr. Shah resigned his position as President and CEO of Bidchaser in order
        to
        complete the purchase of WV Fiber and manage WV Fiber after the purchase.
        There
        were no legal disagreements between us and Mr. Marcum or Mr. Shah.
 
 **Results
        of Operations**
 
 Our
        operating results showed a increase in revenues and operating and net
        income for the three and six-month periods ended June 30, 2007 as compared
        to
        the same periods in 2006.
  **Three
                        Months Ended June 30,**
                    
                    **Six
                        Months Ended June 30,****Summary
                        of Operations**
                    **2007**
                    
                    **2006**
                    
                    **2007**
                    
                    **2006****Revenues**
                    $   
                          102,605
                    
                    $    
                        25,715
                    
                    $   
                         1,016,682
                    
                    $   
                           26,710**Cost
                        of Sales**
                    (108,922)
                    
                    (6,796)
                    
                    (968,290)
                    
                    (19,826)**Gross
                        Income (Loss)**
                    (6,317)
                    
                    18,919
                    
                    48,392
                    
                    6,884**Selling,
                        general, and administrative costs**
                    950,877
                    
                    (817,037)
                    
                    1,714,952
                    
                    (1,464,295)**Operating
                        (Loss)**
                    944,560
                    
                    (798,118)
                    
                    1,763,344
                    
                    (1,457,411)**Other
                        income (expense)**
                    1,134,740
                    
                    24,433
                    
                    1,135,585
                    
                    41,213**Interest
                        expense**
                    75,487
                    
                    (231,900)
                    
                    (154,033)
                    
                    (471,219)**Net
                        Income (Loss)**
                    $    2,154,787
                    
                    $    (1,005,585)
                    
                    $    2,744,896
                    
                    $   
(1,887,417)
 
  Our
        revenues increased 4,000% in the six months ended June 30, 2007 compared
        to the
        same period in 2006.  WV Fiber, Endavo Media and Bidchaser each
        generated $996,562, $20,827, and $1,965 in revenues respectively. As noted
        in
        the Recent Events section above, we sold WV Fiber, Inc. to Ultra Global
        Investments, LLC on April 11, 2007. Therefore, we only recorded operations
        results from WV Fiber until April 10, 2007 and will not record further
        operations from that company. The most significant contribution to our
        operations during the six months ended June 30, 2007 was from WV Fiber. Please
        refer to ”Recent Developments” above for more details of the sale.
  Our
        cost
        of revenues increased as a percentage of our revenues in the same comparative
        periods from 74% to 95%.  We realized a reduction of stock options
        expenses in the amount of $2,611,392, as a result of a decline in our stock
        price from December 31, 2006 and June 30, 2007. Before accounting for the
        effect
        of the stock options expense reduction, our selling, general and administrative
        costs were $896,440, a decrease of approximately 39% during the six months
        ended
        June 30, 2007 compared to the same period in 2006.
  
 ***Revenues***
  Our
        revenues increased to $1,016,682 in the six-month period ended June 30, 2007
        from $26,710 in the same period in 2006.  This increase was mainly due
        to the acquisition of the operations of WV Fiber LLC, which consists generally
        of Internet transit and network transport services revenues. WV Fiber generated
        $996,562 in revenue. Our other subsidiary, Endavo Media, generated revenue
        in
        the amount of $20,827from the sale of its content delivery products and
        services. Bidchaser only generated $1,965 in e-commerce revenue from its
        merchant web portal, qshopnow,com. As noted in the Subsequent Events footnote
        above, we sold WV Fiber, Inc. to Ultra Global Investments, LLC on April 11,
        2007. Please refer to “Recent Developments” above for more details of the
        sale.
 
 ***Cost
        of Revenues and Gross Margins***
  Our
        cost
        of revenues increased significantly to $968,290 in the six months ended June
        30,
        2007 from $19,826 in the same period in 2006.This significant increase was
        the
        result of the acquisition of the network operations of WV Fiber LLC into
        our
        subsidiary, WV Fiber Inc. The network used for providing Internet transit
        and
        network transport services has certain fixed costs associated with the lease
        of
        the fiber network and data center facilities around the network. Without
        WV
        Fiber, our cost of sales was only $17,042.
 
 Our
        gross
        margin on sales in six months ended June 30, 2007 was income of $48,392 compared
        to a gross income of $6,884 in the same period in 2006. WV Fiber generated
        $45,314 in gross income, Endavo generated $3,785 in gross income and Bidchaser
        generated $1,965in gross income during the six months ended June 30,
        2007.
 
 ***Selling,
        General and Administrative Costs***
  Selling,
        general and administrative costs decreased to $896,439 in six months ended
        June
        30, 2007 compared to $1,464,295 in the same period in 2006, before accounting
        for the effect of a reduction in stock options expense in the amount of
        $2,611,391, as a result of the decline in our stock price during the six
        months
        ended June 30, 2007. The decrease in our SG&A costs was attributable
        primarily to decreases in stock issued for professional and consulting services.
        However, we showed an increase in payroll, commission and contract labor
        costs,
        primarily due to the acquisition of operations and employees of WV Fiber.
        We
        also increased our depreciation expense due to the acquisition of network
        equipment of WV Fiber. As noted in the Recent Events footnote above, we sold
        WV
        Fiber, Inc. to Ultra Global Investments, LLC on April 11, 2007. Please refer
        to
        Recent Events section above for more details of the sale.
  **Six
                  Months Ended June 30,****2007**
              
              **2006****Selling
                General and Administrative Costs****Payroll
                  Expenses**
              $ (2,323,084)
              
              $ 227,334**Sales
                  Commissions**
              33,743
              
              -**Contract
                  Labor**
              112,249
              
              31,952**Office
                  Expense**
              4,578
              
              -**Professional
                  services, including stock and options issued for
                  services**
              184,302
              
              1,053,818**Travel**
              25,893
              
              33,113**Bad
                  Debt**
              654
              
              -**Employee
                  benefits**
              27,068
              
              9,606**Equipment
                  expense**
              7,984
              
              4,763**Advertising
                  and marketing**
              31,227
              
              4,865**Rent**
              19,457
              
              8,682**Depreciation**
              98,454
              
              43,137**Other**
              62,523
              
              47,025**Total**
              $   
                  (1,714,952)
              
              $   
                  1,464,295
 
 ***Other
        Income (Expense)***
  Our
        interest expense decreased significantly in the six-month period ended June
        30,
        2007 as compared to the same period in 2006, due to the cancellation of
        $1,183,500 in loans payable as part of the sale of WV Fiber, Inc. We also
        showed
        a significant increase in other income as a result of receiving a profit
        on the
        sale of WV Fiber.
 
 **Six
                  Months Ended June 30****Other
                Income (Expense)**
              **2007**
              
              **2006****Interest
                  Expense**
              $     (154,033)
              
              $       (471,219)**Other
                  income**
              1,135,585
              
              41,213**Total**
              $       981,552
              
              $       (430,006)
 
 
 **Liquidity
        and Capital Resources**
 
 We
        do not
        have any significant credit facilities available with financial institutions
        or
        other third parties. During the six months ended June 30, 2007, we generated
        a
        gross profit the amount of $48,392 and we financed remaining operations through
        the sale of WV Fiber and our own equity and debt securities. Though we have
        been
        successful at raising sufficient capital to sustain operations in the past,
        we
        can provide no assurance that we will be successful in any future funding
        efforts. If we are unable to either obtain financing from external sources
        or
        generate internal liquidity from operations in the future, we may need to
        curtail operations.
 
 Current
        assets at June 30, 2007 totaled $155,283 as compared to approximately $634,615
        in the prior quarter ended March 31, 2007. The significant decrease is due
        the
        sale of WV Fiber on April 11, 2007.
 
 We
        expect
        that a significant portion of our liabilities listed on the balance sheet
        under
        the headings ”Accrued Liabilities” and “Note Payable” will be retired by issuing
        stock versus cash during the next 12 months, although we cannot provide
        assurance that we will successfully convert short term notes and loans
        payable.
 
 We
        anticipate that we will incur significantly less operating and capital
        expenditures network infrastructure as a result of our sale of WV Fiber as
        discussed in the Recent Events section above. Please refer to Recent Events
        above for more details of the sale. As Endavo’s business is primarily software
        driven, the costs of acquiring and operating the systems necessary to support
        operations and generate revenue are significantly lower than WV Fiber’s fiber
        network operations. Going forward, however, we anticipate that we will incur
        significantly more sales and marketing costs and a modest amount of additional
        capital expenditures as we expect to procure new equipment and software systems
        to be installed into existing network facilities that will accommodate the
        delivery of content and services over our network or the network of our
        partners. We anticipate acquiring credit or leasing facilities by a third
        party
        in order to finance new equipment expenditures but can provide no assurance
        that
        we will be successful. We also anticipate a significant increase in Endavo’s
        SG&A costs in the future, as the company rolls out its sales and marketing
        plans for content delivery products and services beginning in the 2nd half
        of 2007.
        Until we achieve substantial revenues or profitability over several quarters,
        we
        will be dependent on raising capital in order to remain in
        operation.
 
 **Going
        Concern**
 
 Our
        financial statements have been prepared in accordance with accounting principles
        generally accepted in the United States applicable to a going concern that
        contemplates the realization of assets and the satisfaction of liabilities
        and
        commitments in the normal course of business. Our general business strategy
        is
        unproven, and we have only recently begun to record revenues. To date, we
        have
        relied primarily on the sale of our equity and debt securities to fund our
        operations. We have incurred losses since our inception and we continue to
        incur
        legal, accounting, and other business and administrative expenses. Our auditor
        has therefore recognized that there is substantial doubt about our ability
        to
        continue as a going concern.
 
 ITEM
        3.  CONTROLS AND PROCEDURES
 
 Disclosure
        controls and procedures are designed with an objective of ensuring that
        information required to be disclosed in our periodic reports filed with the
        Securities and Exchange Commission, such as this Quarterly Report on Form
        10-QSB, is recorded, processed, summarized and reported within the time periods
        specified by the Securities and Exchange Commission. Disclosure controls
        also
        are designed with an objective of ensuring that such information is accumulated
        and communicated to our management, including our chief executive officer
        and
        chief financial officer, in order to allow timely consideration regarding
        required disclosures.
 
 The
        evaluation of our disclosure controls by our chief executive officer, who
        is
        also our acting chief financial officer, included a review of the controls’
objectives and design, the operation of the controls, and the effect of the
        controls on the information presented in this Quarterly Report. Our management,
        including our chief executive officer, does not expect that disclosure controls
        can or will prevent or detect all errors and all fraud, if any. A control
        system, no matter how well designed and operated, can provide only reasonable,
        not absolute, assurance that the objectives of the control system are met.
        Also,
        projections of any evaluation of the disclosure controls and procedures to
        future periods are subject to the risk that the disclosure controls and
        procedures may become inadequate because of changes in conditions, or that
        the
        degree of compliance with the policies or procedures may
        deteriorate.
 
 Based
        on
        his review and evaluation as of the end of the period covered by this Form
        10-QSB, and subject to the inherent limitations all as described above, our
        chief executive officer, who is also our acting chief financial officer,
        has
        concluded that our disclosure controls and procedures (as defined in Rules
        13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain
        material weaknesses and are not effective.
 
 A
        material weakness is a significant deficiency, or a combination of significant
        deficiencies, that results in more than a remote likelihood that a material
        misstatement of the annual or interim financial statements will not be prevented
        or detected.
 
 The
        material weaknesses we have identified are the direct result of a lack of
        adequate staffing in our accounting department. Currently, our chief executive
        officer and a controller have sole responsibility for receipts and
        disbursements. We do not employ any other parties to prepare the periodic
        financial statements and public filings. Reliance on these limited resources
        impairs our ability to provide for a proper segregation of duties and the
        ability to ensure consistently complete and accurate financial reporting,
        as
        well as disclosure controls and procedures. As we grow, and as resources
        permit,
        we project that we will hire such additional competent financial personnel
        to
        assist in the segregation of duties with respect to financial reporting,
        and
        Sarbanes-Oxley Section 404 compliance.
 
 We
        believe that we will be able to improve our financial reporting and disclosure
        controls and procedures and remedy the material weakness identified
        above.
 
 
 **PART
        II – OTHER INFORMATION**
 
 ITEM
        1.   LEGAL PROCEEDINGS
 
 None,  although
        we may, from time to time, be party to certain legal proceedings and other
        various claims and lawsuits in the normal course of our business, which,
        in the
        opinion of management, are not material to our business or financial
        condition.
 
 ITEM
        6.   EXHIBITS AND REPORTS ON FORM 8-K
 
 (a).
        Exhibits and Index of Exhibits
 
 The
        following exhibits are either attached hereto or incorporated herein by
        reference as indicated:
 
 Exhibit
                  Number
              
              Description31
              
              Certification
                  of Chief Executive and Chief Financial Officer pursuant to SEC
                  Release No.
                  33-8238, as adopted pursuant to
                Section
                  302 of the Sarbanes-Oxley Act of 200232
              
              Certification
                  of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to
                Section
                  906 of the Sarbanes-Oxley Act of 2002
  (b).
        Reports on Form 8-K.
  
 **Item
        1.01 Entry into a Material Definitive Agreement.**On April 1, 2007, the
        board of directors recommended and majority shareholders approved by consent
        the
        sale of WV Fiber Inc. to Ultra Global Investments, LLC, a company formed
        by
        Peter Marcum and Harish Shah for the purpose of completing this purchase.
        We
        signed a Securities Purchase Agreement with Ultra Global on April 11, 2007.
        The
        purchase price for this transaction was as follows: (a) $200,000, payable
        in
        equal installments of $50,000 each, with the first such installment being
        due on
        April 11, 2007, and subsequent installments due pursuant to a Promissory
        Note,
        which was issued and delivered to us on the Closing Date; (b) assumption
        and
        payment of all indebtedness due from the Company to HT Investments, LLC,
        in the
        principal amount of $1,046,822; (c) assumption of the indebtedness owed by
        the
        us to certain creditors in the total amount of $1,464,484 , as set forth
        in more
        detail in a schedule attached to the purchase agreement; (e) assumption by
        the
        Buyer of indebtedness in the amount of $87,500 owed by the Seller to M & A
        Partners, Inc., dated October 26, 2006; and (f) surrender to the Seller for
        cancellation of Seller's capital stock or employee options or warrants
        exercisable for common stock equivalent, in the aggregate, to approximately
        4,000,000 shares of common stock (assuming conversion of any preferred shares
        included within the capital stock so surrendered), provided, however, that
        this
        clause shall be satisfied if Buyer surrenders or causes surrender of such
        stock,
        options and warrants equivalent to at least 3,600,000 shares of common stock;
        and (g) surrender to the Seller for cancellation of an additional 402,607
        shares
        of Seller's preferred stock, convertible into approximately 3,900,000 shares
        of
        common stock.
 
 **Item
        8.01. Other Events.**The Company filed a preliminary Information
        Statement on form PRE14C on April 16, 2007 and mailed a copy of the preliminary
        Information Statement to our shareholders around April 27, 2007. This
        preliminary Information Statement did not satisfy the requirement of Rule
        14c-5(b) of the Exchange Act and therefore it should be disregarded. The
        Company
        intends to mail a definitive Information Statement regarding the closing
        of the
        transaction described above that will satisfy the requirement of Rule 14c-5(b)
        of the Exchange Act upon the filing of the final Information Statement with
        the
        SEC on form DEF14C.
 
 
 **Item
        5.02. Departure of Directors.**On April 10, 2007, Peter Marcum and
        Harish Shah submitted their resignations as members of the Board of Directors
        to
        pursue other endeavors and there was no disagreement between the parties.
        Mr.
        Shah also submitted his resignation as President and Chief Executive Officer
        of
        Bidchaser, Inc., a wholly owned subsidiary of Integrated Media Holdings,
        Inc.,
        without disagreement between the parties.
 
 
 **Item
        4.01 Changes in
        Registrant's Certifying Accountant. Merger Involving Independent
        Accountants**On July 1, 2007, we were informed by Ronald N.
        Silberstein, CPA, PLLC ("RNS"), the independent registered public accounting
        firm for Integrated Media Holdings, Inc. (the "Company"), as
        follows:
  1.
        RNS
        has consummated a merger (the "Merger") with Maddox Unger, PLLC ("MU"). The
        name
        of the post-merger firm is Maddox Ungar Silberstein, PLLC ("Maddox Ungar
        Silberstein"), which is registered with the Public Company Accounting Oversight
        Board (United States); and
   2.
        We are
        required to file this Form 8-K as notification that Maddox Ungar Silberstein
        succeeds RNS as our independent registered auditor.
   **Changes
        in Registrant's Certifying Accountants.**As a result of the Merger, on
        July 1, 2007, RNS resigned as the Company's independent registered auditor.
        The
        Company has engaged Maddox Ungar Silberstein as its independent registered
        auditor effective July 1, 2007. The decision to change auditors was approved
        by
        the Company's board of directors. The Company did not consult with Maddox
        Ungar
        Silberstein on any matters prior to retaining such firm as its independent
        registered auditor.
   RNS's
        audit report on the financial statements of the Company for the fiscal year
        ended December 31, 2006 contained no adverse opinion or disclaimer of opinion,
        nor were they qualified or modified as to uncertainty, audit scope or accounting
        principles, except that the audit reports on the financial statements of
        the
        Company for the fiscal year ended December 31, 2006 contained an uncertainty
        about the Company's ability to continue as a going concern.
   During
        the year ended December 31, 2006, and through the interim period ended July
        1,
        2007, there were no disagreements with RNS on any matter of accounting
        principles or practices, financial statement disclosure, or auditing scope
        or
        procedures, which disagreements if not resolved to the satisfaction of RNS
        would
        have caused them to make reference thereto in their reports on the financial
        statements for such periods.
   During
        the year ended December 31, 2006, and through the interim period ended July
        1,
        2007, RNS did not advise the Company with respect to any of the matters
        described in paragraphs (a)(1)(iv)(A) and (B) of Item 304 of Regulation
        S-B.
   On
        July
        5, 2007, the Company provided RNS with its disclosures in this Form 8-K
        disclosing the resignation of RNS and requested in writing that RNS furnish
        the
        Company with a letter addressed to the Securities and Exchange Commission
        stating whether or not they agree with such disclosures. RNS's response is
        filed
        as an exhibit to this Current Report on Form 8-K.
   
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 
 **INTEGRATED
                  MEDIA HOLDINGS, INC.**Date: August
                  20, 2007
              By:/s/
                  PAUL D HAMMPaul D Hamm, Chief Executive Officer and Chief Financial
                  Officer