UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington
D.C., 20549





FORM
10-Q





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


For the
quarterly period ended March 31, 2009




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


For the
transition period to





Commission
File No. 001-16381





ARRAYIT
CORPORATION


(Exact
name of registrant as specified in its charter)









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








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





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





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










Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yesþ  
No  []





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer,” “large accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act (check one):





Large
      Accelerated filero
            Accelerated
      filer  oNon-Accelerated
      filer  o (Do not check if
      a smaller reporting company)
            Smaller
      Reporting Companyx





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:


20,211,762
common shares as of May 22, 2009.


Transitional
Small Business Disclosure Format (check one): Yeso Nox














EXPLANATORY
NOTE




Arrayit
Corporation (“Arrayit”, the “Company,” “we,” “us,” or “our”) is filing this Form
10-Q/A (the “Amended Report”) to its Quarterly Report on Form 10-Q for its
quarterly period ended March 31, 2009, originally filed with the US Securities
and Exchange Commission (“SEC”) on May 20, 2009  (the “Original
Filing”). This amendment is filed for the sole purpose of including the
following:




·
            Additional
      Statement of Cash Flows disclosures,
and





·
            Correction
      of certain period-end date errors and other typographical
      errors.




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



























1







INDEX TO
FORM 10-Q FILING


FOR THE
QUARTER ENDED MARCH 31, 2009





TABLE OF
CONTENTS





Item
              
              PagePART I FINANCIAL
      INFORMATIONItem
      1.
              UNAUDITED
      CONSOLIDATED FINANCIAL STATEMENTS
              4Item
      2.
              MANAGEMENT'S 
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              15Item
      3.
              QUANTITIATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              21Item
      4
              CONTROLS
      AND PROCEDURES
              21PARTII OTHER
      INFORMATIONItem
      1
              LEGAL
      PROCEEDINGS
              22Item
      1A
              RISK
      FACTORSItem
      2
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
              22Item
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
              22Item
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              22Item
      5
              OTHER
      INFORMATION
              22Item
      6
              EXHIBITS
              23SIGNATURES
              23





























2
 Table of Contents










This
report contains trademarks and trade names that are the property of Arrayit
Corporation and its subsidiaries, and of other companies, as
indicated.








FORWARD-LOOKING
STATEMENTS




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





·
            our
      ability to raise capital,


·
            our
      ability obtain and retain
customers,





·
            our
      ability to provide our products and services at competitive
      rates,


·
            our
      ability to execute our business strategy in a very competitive
      environment,





·
            our
      degree of financial leverage,


·
            risks
      associated with our acquiring and integrating companies into our
      own,





·
            risks
      related to market acceptance and demand for our
  services,


·
            the
      impact of competitive services,





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





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










3
 Table of Contents










PART
I – FINANCIAL INFORMATION


ITEM
1.





ARRAYIT
CORPORATION


CONDENSED
CONSOLIDATED UNAUDITED BALANCE SHEETS





As
      of March 31, 2009
                                  
                                  
                                  As
      of December 31, 2008AssetsCurrent
      assets:Cash
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Accounts
      receivable, net of allowance for doubtful accounts of
      $125,000  and $105,000, respectively
                                  
                                  
                                  17,780
                                  
                                  
                                  
                                  261,656Inventory
                                  
                                  
                                  625,892
                                  
                                  
                                  
                                  484,368Prepaid
      expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Total
      current assets
                                  
                                  
                                  643,672
                                  
                                  
                                  
                                  746,024Property
      and equipment, net
                                  
                                  
                                  43,416
                                  
                                  
                                  
                                  41,451Assets
      of discontinued operations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  247,945Restricted
      cash
                                  
                                  
                                  100,733
                                  
                                  
                                  
                                  100,735Deposits
                                  
                                  
                                  18,924
                                  
                                  
                                  
                                  18,924Total
      assets
                                  
                                  $
                                  806,745
                                  
                                  
                                  $
                                  1,155,079Liabilities
      and Stockholders' DeficitCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                  
                                  $
                                  5,114,652
                                  
                                  
                                  $
                                  5,994,084Bank
      overdraft
                                  
                                  
                                  45,739
                                  
                                  
                                  
                                  9,110Due
      to related parties
                                  
                                  
                                  374,950
                                  
                                  
                                  
                                  349,950Accrued
      expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  444,669Customer
      deposits
                                  
                                  
                                  70,603
                                  
                                  
                                  
                                  62,798Derivative
      liability
                                  
                                  
                                  20,996,593
                                  
                                  
                                  
                                  1,525,684Notes
      payables, current portion including related parties
                                  
                                  
                                  1,712,950
                                  
                                  
                                  
                                  3,
      457,087Total
      current liabilities
                                  
                                  
                                  28,315,487
                                  
                                  
                                  
                                  11,843,382Notes payable, long term
                                  
                                  
                                  -
                                  
                                  
                                  
                                  248,412Liabilities
      of discontinued operations
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,463,966Total liabilities
                                  
                                  
                                  28,315,487
                                  
                                  
                                  
                                  13,555,760Stockholders'
      deficitPreferred
      stock, Series “A” $0.001 par value; 5,000,000 shares authorized, 770,824
      shares issued and outstanding
                                  
                                  
                                  771
                                  
                                  
                                  
                                  3,698Preferred
      stock, Series “C” $0.001 par value; 103,143 shares authorized, 103,143
      shares issued and outstanding
                                  
                                  
                                  103
                                  
                                  
                                  
                                  103Common
      stock, $.001 par value, voting, 100,000,000 shares
      authorized, 20,211,762  shares issued and
      outstanding
                                  
                                  
                                  20,212
                                  
                                  
                                  
                                  17,499Additional
      paid-in capital
                                  
                                  
                                  625,092
                                  
                                  
                                  
                                  (4,701,848)Accumulated
      deficit
                                  
                                  
                                  (28,154,920
                                  )
                                  
                                  
                                  (7,720,133
                                  )Total
      stockholders' deficit
                                  
                                  
                                  (27,508,742
                                  )
                                  
                                  
                                  (12,400,681
                                  )Total
      liabilities and stockholders' deficit
                                  
                                  $
                                  806,745
                                  
                                  
                                  $
                                  1,155,079


See
accompanying notes to condensed consolidated financial statements.
















4
 Table of Contents









ARRAYIT
CORPORATION


CONDENSED
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS







Three
      Months Ended
                  March
      312009
                
                
                2008Total
      revenues
                
                $
                999,795
                
                
                $
                852,372Cost
      of sales
                
                
                754,382
                
                
                
                762,842Gross
      margin
                
                
                245,413
                
                
                
                89,530Selling,
      general, and administrative expense
                
                
                347,933
                
                
                
                269,201Profit
      (loss) from operations
                
                
                (102,520
                )
                
                
                (179,671
                )Income
      from discontinued operations
                
                
                -
                
                
                
                -Gain
      (loss) on derivative liability
                
                
                (7,366,264
                )
                
                
                111,109Loss
      on extinguishment of debt
                
                
                (12,834,898
                )
                
                
                -Legal
      expense
                
                
                (12,447
                )
                
                
                -Interest
      (expense)
                
                
                (118,657
                )
                
                
                (132,812
                )Net
      profit (loss)
                
                $
                (20,434,786
                )
                
                $
                (201,374
                )Net
      profit (loss) per common share -
                  basic
      and diluted
                
                $
                (1.09
                )
                
                $
                (0.01)Weighted
      average shares - basic and diluted
                
                
                18,704,818
                
                
                
                16,284,210






See
accompanying notes to condensed consolidated financial statements






















5
 Table of Contents





ARRAYIT
CORPORATION


CONDENSED
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS








For
      the Three Months Ended March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                      
                                      $
                                      (20,434,786
                                      )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Provision for bad debt
                                      
                                      
                                      20,000Loss on derivative liability
                                      
                                      
                                      7,366,264Loss on extinguishment of debt
                                      
                                      
                                      12,834,898Changes
      in operating assets and liabilities:Accounts
      receivable
                                      
                                      
                                      223,876Inventory
                                      
                                      
                                      (141,524
                                      )Accounts
      payable
                                      
                                      
                                      100,431Accounts
      payable-related party
                                      
                                      
                                      25,000Customer
      deposits
                                      
                                      
                                      7,806CASH
      PROVIDED BY OPERATING ACTIVITIES
                                      
                                      
                                      1,965CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for purchase of fixed assets
                                      
                                      
                                      (1,965
                                      )CASH
      USED IN INVESTING ACTIVITIES
                                      
                                      
                                      (1,965
                                      )CASH
      FLOWS FROM FINANCING ACTIVITIESCASH
      USED IN FINANCING ACTIVITIES
                                      
                                      
                                      -NET
      DECREASE IN CASH
                                      
                                      
                                      -CASH
      AT BEGINNING OF YEAR
                                      
                                      
                                      -CASH
      AT YEAR END
                                      
                                      $
                                      -SUPPLEMENTAL
      DISCLOSURECash
      paid for interest
                                      
                                      $
                                      31,181


6
 Table of Contents




ARRAYIT
CORPORATION


NOTES TO
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS


FOR THE
THREE MONTHS ENDED MARCH 31, 2009





NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS





Arrayit
Corporation (the “Company” or “Arrayit)) is a Nevada Corporation, formerly known
as TeleChem International, Inc., that entered into the life sciences in
1996.  Arrayit is a leading edge developer, manufacturer and marketer
of next-generation life science tools and integrated systems for the large scale
analysis of genetic variation, biological function and diagnostics. Using
Arrayit’s proprietary technologies, the Company provides a comprehensive line of
products and services that currently serve the sequencing, genotyping, gene
expression and protein analysis markets, and the Company expects to enter the
market for molecular diagnostics.





Arrayit
has earned respect as a leader in the health care and life sciences industries
with its proven expertise in three key areas:  the development and
support of microarray tools and components, custom printing and analysis of
microarrays for research, and the identification and development of diagnostic
microarrays and tools for early detection of treatable disease
states.  As a result, Arrayit has provided tools and services to
thousands of the leading genomic research centers, pharmaceutical companies,
academic institutions, clinical research organizations, government agencies and
biotechnology companies worldwide.





The
Company’s patented tools and trade secrets provide researchers around the world
with the performance, throughput, cost effectiveness and flexibility necessary
to perform the billions of genetic tests needed to extract valuable medical
information. The Company believes this information will enable researchers to
correlate genetic variation and biological function, which will enhance drug
discovery, drug development and clinical research, allowing diseases to be
detected earlier and permitting better choices of drugs for individual
patients.




Interim
financial statements





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders’ equity in conformity with accounting
principles generally accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. These financial statements should
be read in conjunction with the audited financial statements and notes thereto
contained in Arrayit’s Annual Report filed with the SEC on Form 10-K. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the consolidated financial
statements, which would, substantially duplicate the disclosure contained in the
audited financial statements for fiscal year 2008 as reported in Form 10-K have
been omitted.


7
 Table of Contents





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN





Principles
of Consolidation


The
financial statements reflect the consolidated results of Arrayit Corporation and
its and its wholly owned subsidiaries (enumerate holly owned entities). All
material inter-company transactions have been eliminated in the
consolidation.





Use of
Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.




Cash and
Cash Equivalents


Cash
includes all cash and highly liquid investments with original maturities of
three months or less.  The Company maintains cash in bank deposit
accounts which, at times, exceed federally insured limits. The Company has not
experienced any losses on these accounts.





Property
and Equipment


Property
and equipment are recorded at cost less accumulated depreciation. Depreciation
and amortization on property and equipment are determined using the
straight-line method over the three to five year estimated useful lives of the
assets.




Impairment
of Long-Lived Assets


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





Inventory


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





Revenue
Recognition


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





Shipping
and Handling Costs


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





Fair
Value of Financial Instruments


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


8
 Table of Contents





Allowance
for Doubtful Accounts


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





Patent
Costs


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




Income
Taxes


Prior to
February 21, 2008, the financial statements of TeleChem did not include a
provision for Income Taxes because the taxable income of Telechem was included
in the Income Tax Returns of the Stockholders under the Internal Revenue Service
"S" Corporation elections.





Upon
completion of the February 21, 2008 transaction with IMHI as more fully
described  in  Note  1, TeleChem ceased to be
treated as an
"S"  Corporation  for  Income  Tax  purposes.  Effective
March 19, 2009, Arrayit Corporation became a Nevada C Corporation.





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





Earnings
(Loss) per Common Share


The
computation of basic earnings per common share is computed using the weighted
average number of common shares outstanding during the period. The computation
of diluted earnings per common share is based on the weighted average number of
shares outstanding during the period plus common stock equivalents which would
arise from the exercise of options and warrants outstanding using the treasury
stock method and the average market price per share during the year. Options,
warrants, convertible debt and convertible preferred stock which are common
stock equivalents are not included in the diluted earnings per share calculation
for 2009 and 2008, respectively, since their effect is
anti-dilutive.




Stock-Based
Compensation





The
Company accounts for stock issued to employees, officers and directors in
accordance with Statement of Financial Standards No. 123 (revised 2004),
Share-Based Payment ("SFAS
No. 123(R)" ),  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.










9
 Table of Contents








Recent
Accounting Pronouncements





In May
2008, the FASB issued FASB FSP APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)”. FSP APB 14-1 requires the issuer of certain convertible debt
instruments that may be settled in cash (or other assets) on conversion to
separately account for the liability (debt) and equity (conversion option)
components of the instrument in a manner that reflects the issuer’s
non-convertible debt borrowing rate.  Such separate accounting also
requires accretion of the resulting discount on the liability component of the
debt to result in interest expense equal to an issuer’s nonconvertible debt
borrowing rate. In addition, the FSP provides for certain changes related to the
measurement and accounting related to de-recognition, modification or exchange.
FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on
a retroactive basis.  The impact of this standard cannot be determined
until the transactions occur.




In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161
is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years beginning after November 15, 2008, with early adoption encouraged.
The Company adopted SFAS No. 161 as of January 1, 2009.




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations". This statement replaces SFAS No. 141 and defines the acquirer in
a business combination as the entity that obtains control of one or more
businesses in a business combination and establishes the acquisition date as the
date that the acquirer achieves control. This statement is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. Earlier adoption is prohibited. The Company adopted SFAS
No. 160 as of January 1, 2009. The Company has not been involved in a
business combination since the date of adoption.





In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements Liabilities -an Amendment of ARB No. 51". This
statement amends ARB 51 to establish accounting and reporting standards for the
Non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. The Company adopted SFAS No. 160 as of
January 1, 2009. The Company has not been involved in a business
combination since the date of adoption.




In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115". This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. The adoption of this statement had no effect on the Company's
financial statements.







NOTE 3-
GOING CONCERN





Arrayit
has a working capital deficit of $27,671,815,  a stockholders' deficit, and
recurring net losses. These factors create substantial doubt about Arrayit’s
ability to continue as a going concern. The financial statements do not include
any adjustment that might be necessary if Arrayit is unable to continue as
a going concern.




The
ability of Arrayit to continue as a going concern is dependent on Arrayit
generating cash from the sale of its common stock or obtaining debt financing
and attaining future profitable operations. Management's plans include selling
its equity securities and obtaining debt financing to fund its capital
requirement and ongoing operations; however, there can be no assurance Arrayit
will be successful in these efforts.





NOTE 4 –
CASH AND RESTRICTED CASH





Cash on
hand and bank overdrafts represent cash that may freely be used in the conduct
of our business.





Restricted
cash is comprised of a $100,000 Certificate of Deposit plus accrued interest
lodged with our bankers as security for a $100,000 letter of deposit we were
mandated to lodge with the Pennsylvania court, as part of the Pediatrix legal
action more fully described in Note 8.  Upon finalization of the legal
action, the letter of credit will be returned and the bankers will release the
restrictions on the Certificate of Deposit.


10
 Table of Contents








NOTE 5 –
ACCOUNTS RECEIVABLE SOLD WITH RECOURSE





Pursuant
to an agreement dated July 5, 2007, the Company has sold some of its Accounts
Receivable to a financial institution with full recourse.  The
financial institution retains a 15% portion of the proceeds from the receivable
sales as reserves, which are released to the Company as the Receivables are
collected.  The maximum commitment under this facility is $500,000,
and is limited to receivables that are less than 31 days outstanding. The
facility bears interest at prime plus 7% currently 10.25% at March 31, 2009, and
is secured by an unconditional guarantee of the Company and a first charge
against the Accounts Receivable.  At March 31, 2009 the balance
outstanding under the recourse contracts was $415,429.   Because
of the Company’s credit policies, repossession losses and refunds in the event
of default have not been significant and losses under the present recourse
obligations are not expected to be significant, it is at least reasonably
possible that the Company’s estimate will change within the near
term.





NOTE 6 –
NOTES PAYABLE




Notes
payable consisted of the following at March 31, 2009





Note
      payable to Dorn & Associates. Payable in 36 monthly installments of
      $890 at an interest rate of 5%. The Company is presently in default of the
      payment terms on this note, and has classified the entire note balance as
      current.  These notes are unsecured
                
                $
                25,177Convertible
      notes due to a former officer and shareholder of the Company, These notes
      bear interest at 12%, are unsecured, and due on demand. The Company is
      presently in default of the payment terms on these notes. The notes are
      convertible into approximately 10,251 shares at approximately $8.00 per
      share.
                
                
                74,174Notes
      payable to an individual with interest at 10% collateralized by
      receivables and due on demand.
                
                
                17,826Note
      payable to a financial group, unsecured with interest rate at 12% and due
      on demand.
                
                
                25,000Notes
      payable to former officer and other individual accredited investors,
      unsecured without specific terms of repayment
                
                
                60,250Notes
      payable, interest free, unsecured due on demand from a
      shareholder
                
                
                23,500Notes
      payable to Wells Fargo, payable in 60 monthly installments of $8,572
      including interest at 10.25%, through November 2012
                
                
                304,939Notes
      payable, interest at 8%, unsecured due on demand from Arrayit
      creditors
                
                
                347,233Notes
      payable, interest at 5%, unsecured, due on demand from minority
      shareholders
                
                
                109,350Notes
      payable, interest at 8%, unsecured due on demand from the former TeleChem
      shareholders and their families
                
                
                725,501Notes
      payable including related parties
                
                $
                1,712,950














11
 Table of Contents








NOTE 7
-  DEBT MODIFICATION





In 2008,
Cloud Capital entered into a formal custodial arrangement with 16
participants.  Cloud has no discretionary power and acts solely as
custodian taking direction from each participant.  Each participant
lodged a basket of securities with the custodian made up of common, convertible
preferred and convertible debt at the time of the IMHI acquisition of TeleChem
on February 21, 2008.





In
January 2008,  the Company entered into an oral agreement with each of
the participants whereby the participant agreed to a fixed number of shares for
their "basket" of securities. However, On February 20, 2009 the participants
became discouraged with the efforts of the company to complete the regulatory
filings and requested that the original oral agreement be
abrogated.  The Company then came to a new oral agreement with each of
the participants that included the following:





(a)  All
prior agreements are now null and void.





(b) The
quantum of shares being made available to the 16 participants will be fixed at
12,478,357.





(c) The
18,695 common shares, held by the participants, are issued and outstanding and
will be not be affected by the new oral agreement.





(d)  The
2,926,787 pre-split, (936,572 post-split) series A preferred shares will be
surrendered for cancellation without compensation by each of the
participants.





(e)  The
debt of $1,993,450 and estimated penalty and interest of $1,555,750 for a total
approximation of $3,549,200 will be converted into 12,478,357 common shares
being a fixed number of common shares regardless of the interest and penalties
that continue to accrue.





(f)  Due
to the lack of sufficient authorized capital only 2,712,500 common shares were
available for conversion on March 13, 2009 and March 16, 2009.





The  Company
recorded derivative liability of $20,996,593 as a result of insufficient
authorized shares to satisfy the debt settlement according to FAS 133
(Accounting for Derivative Instruments and Hedging Activities) and revalue the
liability at the end of each interim period by recording gain/(loss) on
derivative liability of $7,366,264.





The
warrants for 1,250,000 shares of common stock were cancelled subsequent to the
debt settlement. At the consummation of the debt settlement transaction, the
Company recorded a loss on extinguishment of debt of $12,834,898.





12
 Table of Contents





NOTE 8
-  STOCKHOLDERS' EQUITY (DEFICIT)








Shares
              
              
              Common
      Stock
                Amount
              
              
              Shares
              
              
              Preferred
      A
                Amount
              
              
              Shares
              
              
              Preferred
      C
                Amount
              
              
              Additional
      Paid in Capital
              
              
              Retained
      Deficit
              
              
              TotalBalance
      – December 31, 2008
              
              
              17,499,262
              
              
              $
              17,499
              
              
              
              3,697,611
              
              
              $
              3,698
              
              
              
              103,143
              
              
              $
              103
              
              
              $
              (4,701,848
              )
              
              $
              (7,720,134
              )
              
              $
              (12,400,682
              )Spin
      off  certain assets and liabilities assumed with earlier
      mergers
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,216,021
              
              
              
              
              
              
              
              1,216,021Modification
      of convertible debt
              
              
              2,712,500
              
              
              
              2,713
              
              
              
              (2,926,787
              )
              
              
              (2,927
              )
              
              
              
              
              
              
              
              
              
              
              4,110,919
              
              
              
              
              
              
              
              4,110,705Net
      loss for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (20,434,786
              )
              
              
              (20,434,786
              )Balance
      – March 31, 2009
              
              
              20,211,762
              
              
              $
              20,212
              
              
              
              770,824
              
              
              $
              771
              
              
              
              103,143
              
              
              $
              103
              
              
              $
              625,092
              
              
              $
              (28,154,920
              )
              
              $
              (27,508,742
              )





Convertible
Preferred Stock




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





Subsequent
to the debt settlement described in Note 7 above, 2,926,787 shares of Preferred
A have been surrendered to and cancelled by the Company.





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





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





On August
15, 2008 the articles of designation for the Series C Preferred Stock were
amended to limit the conversion to common to shares to 10% of the holders’
original holdings in any quarter.













13
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NOTE 9
-COMMITMENTS AND CONTINGENCIES








Pediatrix
Screening, Inc., et al. V. TeleChem International, Inc.





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





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





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





The
appeal is currently pending before the U.S. Court of Appeals for the Third
Circuit.





Other
Matters





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

























14
 Table of Contents





ITEM
2.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS





For a
description of our significant accounting policies and an understanding of the
significant factors that influenced our performance during the three months
ended March 31, 2009, 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-K for the year ended December 31,
2008.  The preparation of this Quarterly Report on Form 10-Q 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-Q, includes statements that constitute
“forward-looking statements.”  These forward-looking statements are
often characterized by the terms "may," "believes," "projects," "expects," or
"anticipates," and do not reflect historical facts. Specific forward-looking
statements contained in this portion of the Annual Report include, but are not
limited to the Company's (i) expectation that certain of its liabilities listed
on the balance sheet under the headings "Accounts Payable," "Accrued
Liabilities" and "Note Payable" will be retired by issuing stock versus cash
during the next 24 months; (ii) expectation that it will continue to devote
capital resources to fund continued development of the Arrayit technology; (iii)
anticipation that it will incur significantly capital expenditures to further
its deployment of the Arrayit offerings; and (iv) anticipation of a significant
increase in operational and SG&A costs as it accelerates the development and
marketing of the Arrayit operations.





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-K for the year ended December 31,
2008 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.





Company
Overview





Arrayit
began as a division of TeleChem International in 1996 with the advent of Dr.
Mark Schena’s use of microarrays as genetic research tools. Arrayit was able to
generate a large customer base in a relatively short time frame by capitalizing
on increased Internet access and Arrayit’s online business
model.  Genetic research was advancing at a dramatic pace in the 1990s
as more advanced tools became commercially
available.   Microarray technology, including printing, detection
and scanning instrumentation, was a timely addition to the geneticist’s
repertoire of advanced tools, including automated sequencing, PCR, and expanded
computing capability.   The sequencing of the genomes of various
simple organisms and later, sequencing of the more complex genomes of humans,
have led to yet another revolution in genetic discovery: gene function and
variations with regard to disease states and
diagnostics.   Microarray tools, having undergone FDA-validation
in the 2000s, remain an important component of the new genomic industry upon
which Arrayit will capitalize.


15
 Table of Contents





Arrayit
Products and Services





In the
late 1990’s, Arrayit focused on developing microarray slides, kits and reagents
using an open platform strategy in order to establish a market
niche.  In other words, Arrayit decided to make products that
integrate with components from other vendors, enabling research laboratories to
utilize microarray products from multiple vendors, in contrast to the closed
platform format of the earliest competitors.  Research customers
especially enjoy the flexibility and continue to buy Arrayit’s
products.  Arrayit’s patented printing technology has become an
industry standard for microarray manufacturing.   Arrayit’s
revenues from the printing patent and its own family of printing instrumentation
illustrate the Company’s success at meeting the unmet needs of the microarray
industry.   Arrayit now sells both small-scale microarray robots
(SpotBot®) and high throughput versions (NanoPrint). The SpotBot® and NanoPrint
product lines have been further advanced to accommodate more stringent
requirements in manufacturing protein microarrays.   As the
industry grows, Arrayit is expanding its product line to include integrated
platforms and pre-printed microarray slides with specific content.





Arrayit
is now expanding its Microarray Services capabilities as well, in connection
with increased demand for microarrays of all kinds, and a trend toward
outsourcing high end technical manufacturing. With the investment proposed in
this plan, Arrayit will create a variety of microarray based diagnostic tests
using Arrayit’s patented Healthcare technology, the Variation Identification
Platform (VIP), technology.  As microarrays move into clinical
diagnostics and genetic screening applications, the Company also expects to earn
license and royalty fees in these areas.





Arrayit
has been a microarray technology market driver for more than a decade. A full
microarray product list with descriptions, scientific publications,
protocols and pricing is available at http://Arrayit.com





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





Corporate
History




Integrated
Media Holdings, Inc.(IMHI) is a Delaware corporation, on February 5, 2008,
entered into a Plan and Agreement of Merger (the “Merger”) by and among ,
TeleChem International, Inc. (“TeleChem”), the majority shareholders of TeleChem
(“Shareholders”), Endavo Media and Communications, Inc., a Delaware corporation
(“Endavo”) and TCI Acquisition Corp., a Nevada corporation, and wholly owned
subsidiary of IMHI (“Merger Sub”).  IMHI, TeleChem, Endavo, Merger Sub
and Shareholders are referred to collectively herein as the
“Parties”.




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





Effective
Thursday, March 19, 2009, the final steps of the business combination with
Integrated Media Holdings, Inc. were completed and the Company’s common stock
began trading on the OTC Bulletin Boards as “ARYC”. In addition, the Company
changed its name to “Arrayit Corporation”, was reincorporated to Nevada from
Delaware, and reverse-split its common stock and Series A Convertible Preferred
stock in the ratio of one for thirty shares.





The
reincorporation will be effected by the merger of IMHI, with and into
its  wholly owned subsidiary, Arrayit.  Arrayit will be the
surviving entity.





On the
Effective Time, each of IMHI’s common stockholders will be entitled to receive
one fully paid and non-assessable share of common stock or preferred stock of
Arrayit for each share of our common stock or preferred stock, respectively,
outstanding as of the Effective Time and (ii) IMHI will cease its corporate
existence in the State of Delaware.  We anticipate that the shares of
the Company will cease trading on the first trading date following the Effective
Time and shares of Arrayit will begin trading in their place but under a new
CUSIP number and trading symbol.














16
 Table of Contents







Recent
Developments





On April
7, 2009, Arrayit Corporation announced a new research collaboration with The
Parkinson's Institute of Sunnyvale, California to discover biomarkers for
Parkinson's disease. This study involves the prospective collection of samples
from well-characterized Parkinson's patients combined with Arrayit's new H25K
microarray technology. The first experiments have enabled rapid and efficient
sample preparation of specimens from Parkinson's disease patients, an important
step in the discovery of molecular markers for Parkinson's disease.




On April
30, 2009, Arrayit Corporation announced that it is developing a microarray-based
diagnostic test to detect the H1N1 swine flu virus.  The Arrayit test will
allow researchers and clinicians to detect the presence of the virus in infected
patients and livestock and to distinguish the threatening mutated strain from
less harmful variants in humans and swine. The H1N1 kits will use Arrayit’s
patented Variation Identification Platform (VIP) Technology. The H1N1 test kits
will be sent to the Centers for Disease Control (CDC) for validation, then sold
for emergency use by licensed clinics, laboratories and other health care
organizations worldwide.










Market
Conditions  in Our Industry





The
microarray industry is comprised of four areas:  basic research into
the function of genes in plants and animals, research on the human genome,
development of diagnostics for personalized medicine, and diagnostic screening
tools for drug development programs that identify toxicity patterns in patient
populations.





The basic
research segment constitutes a significant portion of the industry that has
grown dramatically since first introduced in the mid-nineties by Arrayit’s Dr.
Mark Schena.  Arrayit currently sells the majority of its products to
this segment of the industry.   The human genetic research
segment constitutes the fastest growing segment, making up the current balance
of Arrayit’s sales. However, the impact of diagnostics in personalized medicine
is expected to be far greater than the above, because of its impact on the very
costly healthcare industry.   Better patient outcome and lower
healthcare cost to medical providers will provide opportunities in a vast number
of disease states as the industry grows.   Diagnostic tests will
become a part of every individual patient’s care plan across the costly spectrum
of disease states, including cardiovascular, oncology, neurology, and other
genetic diseases that affect large numbers of the population.





Arrayit
competes with large and small, public and private companies. The industry has
been historically dominated by Affymetrix which achieved strong market
penetration by being the first public company to commercialize and promote
microarray applications.  A more recent entry to the market, Illumina, has
taken significant market share from Affymetrix.  However, both competitors
face mid to long term scientific and technological challenges because they are
limited by what they can deposit onto a microarray--DNA.  Arrayit’s
patented printing technology can deposit any kind of molecule into a microarray,
including DNA, proteins, antibodies, diagnostic elements and other
compounds.  These next generation microarrays represent the largest
growth opportunity in the industry.  Arrayit has a long-term advantage
in its unique line of personal and high throughput microarray printers, highest
sensitivity microarray scanners, top quality consumables, patented diagnostic
methods, collaborative corporate culture, and competitive
pricing.


17
 Table of Contents





Critical
Accounting Policies





Use of
Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.




Cash and
Cash Equivalents


Cash
includes all cash and highly liquid investments with original maturities of
three months or less.  The Company maintains cash in bank deposit
accounts which, at times, exceed federally insured limits. The Company has not
experienced any losses on these accounts.





Property
and Equipment


Property
and equipment are recorded at cost less accumulated depreciation. Depreciation
and amortization on property and equipment are determined using the
straight-line method over the three to five year estimated useful lives of the
assets.




Impairment
of Long-Lived Assets


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





Inventory


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





Revenue
Recognition


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





Shipping
and Handling Costs


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





Fair
Value of Financial Instruments


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





Allowance
for Doubtful Accounts


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





Patent
Costs


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




Income
Taxes




Prior to
February 21, 2008, the financial statements of TeleChem did not include a
provision for Income Taxes because the taxable income of Telechem was included
in the Income Tax Returns of the Stockholders under the Internal Revenue Service
"S" Corporation elections.





Upon
completion of the February 21, 2008 transaction with IMHI as more fully
described  in  Note  1, TeleChem ceased to be
treated as an
"S"  Corporation  for  Income  Tax  purposes.  Effective
March 19, 2009, Arrayit Corporation became a Nevada C Corporation.





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





18
 Table of Contents





Results
of Operations





Comparison
of Operating Results- Three Months Ended March 31, 2009 and 2008





Gross revenuesfor the three
months ended March 31, 2009 and 2008 were $999,795  and $852,372
respectively. The increase in revenue  was the result
of  the increase of sales to the  government.





The Cost of Sales for the
three months ended March 31, 2009 amounting to $754,382 and  $762,842
respectively, resulting in gross profit for the three months ended March 31,
2009  and 2008  of $245,413 and $89,530
respectively. The cost of sales decreased because the company changed its
freight carrier during the quarter which in turn leads to lower freight
expenses.





Selling, general and administrative
expenses for March 31, 2009 were $347,933 and $269,201 respectively. The
increase was directly related to the expenses incurred for complying with the
filing requirements for a public company; theses expenses include accounting
fees, various public filing related fees  legal fees. Legal expenses
of $12,447 were incurred during the three months ended March 31 2009 as compared
with -$0-  for 2008.





Net loss from
operations was $102,520 for the three months ended March 31, 2009
compared with a net loss of $179,671 for the three months ended March 31, 2008,
resulting in a decreased loss of $77,151. The reduction is the result of
increased sales and cost reduction in freight expenses.





Interest
Expense for the three months ended March 31, 2009 and 2008 were $118,657 and
$132,812 respectively.  The reduction in 2009 resulted from the
reduction in outstanding debt.





Loss from
the imbedded derivatives in connection with our debt settlement was $7,366,264
during the three months ended March 31, 2009 and a gain of $111,109 during the
three months ended March 31, 2008.





Loss on
extinguishment of debt was $12,834,898 as a result of debt settlement by
converting the previously issued convertible debts into equity. See Note 7 in
section “Notes to Unaudited Condensed Consolidated Financial
Statement).





Cash
flows from operations approximated net income (loss) for the three months ended
September 30, 2008 and 2007.  The Company has funded its operating
deficits through debt financing.








Liquidity
and Capital Resources




Historial
Cash Flows





The
following table summarizes our cash flows for the nine months ended March 31,
2009:




Three
      Months Ended March 31,2008Cash
      provided by operating activities
                
                $
                1,965Cash
      paid for capital expenditures
                
                
                (1,965
                )Increase
      (decrease) in cash and cash equivalents
                
                $
                -





Source
of Liquidity





The
Company’s source of liquidity include our current cash and cash equivalents and
internally generated cash flows from operations.




Off-Balance
Sheet Arrangements





We
currently do not have any off-balance sheet arrangements.


19
 Table of Contents




Tabular
Disclosure of Contractual Obligations





Over the NextFive Years
                
                
                12
      MonthsNotes
      Payable
                
                $
                304,939
                
                
                $
                76,148Operating
      Leases
                
                
                509,525
                
                
                
                167,918$
                814,464
                
                
                $
                244,066








20
 Table of Contents





Forward-Looking
Statements





This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking
statements.








ITEM
3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required for smaller reporting companies.








ITEM
4. 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-Q,
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-Q,
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.











21
 Table of Contents







PART II –
OTHER INFORMATION





ITEM 1 -
LEGAL PROCEEDINGS





Civil
Action number 01-2226 between TeleChem International, Inc., Pediatrix Screening,
Inc. and Pediatrix Screening LP went to jury trial in the United States District
Court in the Western District of Pennsylvania in the summer of
2007.  The jury awarded TeleChem $5 million in damages for Pediatrix's
breach of contract, fraudulent misrepresentation, and punitive
damages.  The jury awarded Pediatrix $1,085,001 for TeleChem's breach
of contract.  Pediatrix appealed the jury's decision, and requested
that the damages award to TeleChem be reduced.  This appeal was
denied.  Pediatrix put $5 million in bond, and submitted an appeal to
the Third Circuit Court of Appeals to request that the damages award to TeleChem
be reduced.  The parties await the Third Circuit Court's
response.





There are
no other legal proceedings, 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 1A – RISKS FACTORS





Not
required for smaller reporting companies.





ITEM 2 -
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None.








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






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




NONE






ITEM 5 -
OTHER INFORMATION




NONE




22
 Table of Contents







ITEM 6 -
EXHIBITS





31.1             Certification of Chief Executive
Officer and Principal Accounting Officer pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002. (Filed herewith)


32.1             Certification of Chief Executive
Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith)











SIGNATURES




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





Arrayit
      CorporationDated:
      May 22, 2009
            By:
      /s/ RENE’ A. SCHENARene
      A SchenaChairman
      , Director and CFO






23
 Table of Contents




Exhibit 31.1




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002







I, Rene
A. Schena certify that:







1.
            I
      have reviewed this Amended Quarterly Report on Form 10-Q/A of
      Integrated Media Holdings, Inc.;







2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;







3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;







4.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and
  have:







(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;







(b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;







(c)
            Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such
  evaluation; and







(d)
            Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and







5.
            The
      registrant’s other certifying officer(s) and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant’s auditors and the audit committee of the registrant’s
      board of directors (or persons performing the equivalent
      functions):







(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial
    information; and







(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.







/s/  Rene
A. Schena





Rene A.
Schena


Chief
Executive Officer












24
 Table of Contents









Exhibit 31.2




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002







I, Rene
A. Schena certify that:







1.
            I
      have reviewed this Amended Quarterly Report on Form 10-Q/A of
      Integrated Media Holdings, Inc.;







2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;







3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;







4.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and
  have:







(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;








(b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;








(c)
            Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such
  evaluation; and








(d)
            Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and







5.
            The
      registrant’s other certifying officer(s) and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant’s auditors and the audit committee of the registrant’s
      board of directors (or persons performing the equivalent
      functions):







(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial
    information; and








(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.







/s/  Rene
A. Schena





Rene A.
Schena


Chief
Financial Officer


May 22,
2009
















25
 Table of Contents










Exhibit 32.1




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Amended Quarterly Report of Integrated Media
Holdings,  Inc. (the “Company”) on Form 10-Q/A for the period
ending March 31, 2009 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Rene A. Schena certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:







(1) The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and







(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.







/s/  Rene
A. Schena




Rene A.
Schena


Chief
Executive Officer













26
 Table of Contents










Exhibit 32.2




CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Amended Quarterly Report of Integrated Media
Holdings,  Inc. (the “Company”) on Form 10-Q/A for the period
ending March 31, 2009 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), I, Rene A. Schena certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:







(1) The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and







(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.







/s/  Rene
A. Schena




Rene A.
Schena


Chief
Financial Officer


May 22,
2009









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 Table of Contents