UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                       For the Period ended June 30, 2011

                        Commission File Number 000-54359


                              IN Media Corporation
             (Exact name of Registrant as specified in its charter)

        Nevada                                                  20-8644177
(State of Incorporation)                                (IRS Employer ID Number)

               4920 El Camino Real, Suite 100, Los Altos, CA 94022
                              Phone: (408) 849-9499
          (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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 [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of June 30, 2011, the registrant had 47,408,957 shares of common stock,
$0.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE>
                              IN MEDIA CORPORATION

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

Item 1.   Interim Condensed Financial Statements (unaudited)                  3
            Interim Balance Sheets                                            4
            Interim Statements of Operations                                  5
            Interim Changes in Financial Positions                            6
            Notes to the Interim Financial Statements                         7

Item 2.   Management Discussion & Analysis of Financial Condition and
          Results of Operations                                              13

Item 3    Quantitative and Qualitative Disclosures About Market Risk         19

Item 4.   Controls and Procedures                                            19

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                  20

Item 1A.  Risk Factors                                                       20

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        27

Item 3.   Defaults Upon Senior Securities                                    27

Item 4.   Removed and Reserved                                               27

Item 5    Other information                                                  28

Item 6.   Exhibits                                                           28

                                       2
<PAGE>
                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying  reviewed interim condensed  consolidated  financial statements
have been prepared in accordance with the instructions to Form 10-Q.  Therefore,
they 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  generally   accepted   accounting
principles. Except as disclosed herein, there has been no material change in the
information  disclosed  in the notes to the  consolidated  financial  statements
included in the Company's annual report on Form 10-K for the year ended December
31, 2010. 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.
Operating  results for the six months  ended June 30,  2011 are not  necessarily
indicative of the results that can be expected for the year ending  December 31,
2011.

                                       3
<PAGE>
                              In Media Corporation
                          (A Development Stage Company)
                            Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                        June 30, 2011       December 31, 2010
                                                                        -------------       -----------------
                                                                         (Unaudited)            (Audited)
<S>                                                                      <C>                   <C>
ASSETS

CURRENT ASSETS
  Cash                                                                   $       191           $        62
  Prepaid expenses and license fees                                               --               207,500
                                                                         -----------           -----------
                                                                                 191               207,562

Movie distribution systems                                                    40,000                    --
                                                                         -----------           -----------

TOTAL ASSETS                                                             $    40,191           $   207,562
                                                                         ===========           ===========

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts  payable                                                      $   260,730           $    48,479
  Accrued interest                                                             5,264                 6,715
  Advances and deposits received from customers                               47,650                    --
  Notes payable                                                               92,500               170,500
  Loan from director                                                              --                 2,100
                                                                         -----------           -----------
TOTAL CURRENT  LIABILITIES                                                   406,144               227,794

LONG TERM LIABILITIES
  Long term accounts payable to related party                                932,648               952,548

STOCKHOLDERS' EQUITY
  Common stock - 75,000,000 shares authorized at $0.001 par value;
   47,408,957 and 45,562,618 shares issued and outstanding
   at June 30, 2011 and December 31, 2010, respectively                       47,409                45,563
  Additional paid-in Capital                                                 903,484               671,937
  Deficit accumulated during the development stage                        (2,249,494)           (1,690,280)
                                                                         -----------           -----------
TOTAL STOCKHOLDERS' EQUITY                                                (1,298,601)             (972,780)
                                                                         -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $    40,191           $   207,562
                                                                         ===========           ===========
</TABLE>


 The accompanying footnotes are an integral part of these financial statements.

                                       4
<PAGE>
                              In Media Corporation
                          (A Development Stage Company)
                       Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 Inception
                                     Three Months      Three Months       Six Months         Six Months      October 27, 2008
                                        Ending            Ending            Ending             Ending             Through
                                     June 30, 2011     June 30, 2010     June 30, 2011      June 30, 2010      June 30, 2011
                                     -------------     -------------     -------------      -------------      -------------
<S>                                  <C>               <C>               <C>                <C>                <C>
EXPENSES
  General & administrative           $    240,933      $    212,503      $    324,971       $    278,923       $  1,533,786
  Development expenses                    103,750                --           207,500                 --            682,250
  Interest expense                         24,028               504            26,743                504             33,458
                                     ------------      ------------      ------------       ------------       ------------
NET (LOSS)                           $   (368,711)     $   (213,007)     $   (559,214)      $   (279,427)      $ (2,249,494)
                                     ============      ============      ============       ============       ============

Basic earnings (loss) per share      $      (0.01)     $      (0.00)     $      (0.01)      $      (0.01)
                                     ============      ============      ============       ============
Weighted average number of
 basic common shares outstanding       47,408,977        45,049,500        46,843,160         45,014,143
                                     ============      ============      ============       ============
Fully diluted earnings (loss)
 per share                           $      (0.01)     $      (0.00)     $      (0.01)      $      (0.01)
                                     ============      ============      ============       ============
Weighted average number of fully
 fully common shares outstanding       48,526,262        45,049,500        48,043,464         45,014,143
                                     ============      ============      ============       ============
</TABLE>


 The accompanying footnotes are an integral part of these financial statements.

                                       5
<PAGE>
                              In Media Corporation
                          (A Development Stage Company)
                       Condensed Statements of Cash flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                               Inception
                                                                        Six Months         Six Months      October 27, 2008
                                                                          Ending             Ending             Through
                                                                       June 30, 2011      June 30, 2010      June 30, 2011
                                                                       -------------      -------------      -------------

<S>                                                                    <C>                <C>                 <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                             $  (559,214)       $   (66,420)        $(2,249,494)
  Adjustments to reconcile net income to net
   cash used in operating activities
     Stock issued for services in lieu of cash                              64,000                 --                  --
     Amortization of prepaid maintenance expenses                          207,500            116,850             461,500
     Foregiveness of director's loan                                            --            (30,565)                 --
     Write off of organization expenses                                         --              1,970                  --
     Note interest paid by common stock                                         --                 --              11,657
  Increase (decrease) in operating liabilities
     Accounts payable                                                      212,250            (21,816)            260,730
     Accrual of interest in notes payable                                    4,943                 --                  --
     Amounts due to related party                                          (19,900)                --             932,648
     Advances and deposits from customers                                   47,650                 --              47,650
     Loan from director                                                     (2,100)                --                  --
                                                                       -----------        -----------         -----------
          Total cash provided by (used in) operating activities            (44,871)                19            (535,309)
                                                                       -----------        -----------         -----------
CASH FLOW FROM INVESTING ACTIVITIES
          Total cash provided by (used in) investing activities                 --                 --                  --
                                                                       -----------        -----------         -----------
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                        --                 --             290,000
  Net proceeds from sale of convertible notes                               45,000                 --             245,500
                                                                       -----------        -----------         -----------
          Total cash provided by (used in) financing activities             45,000                 --             535,500
                                                                       -----------        -----------         -----------

Net increase (decrease) in cash                                                129                 19                 191

Cash at beginning of period                                                     62                 63                  --
                                                                       -----------        -----------         -----------

Cash at end of period                                                  $       191        $        82         $       191
                                                                       ===========        ===========         ===========

Supplemental Cash Flow Information:
  Interest Paid                                                        $        --        $        --         $        --
                                                                       ===========        ===========         ===========
  Taxes Paid                                                           $        --        $       800         $       800
                                                                       ===========        ===========         ===========
</TABLE>


 The accompanying footnotes are an integral part of these financial statements.

                                       6
<PAGE>
                              IN MEDIA CORPORATION
     NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2011 AND 2010
                                   (UNAUDITED)

1. ORGANIZATION

IN Media  Corporation  (the "Company") is a Nevada  corporation  incorporated on
March 5, 2007 as Tres Estrellas Enterprises, Inc. ("Tres Estrellas").  Effective
February 3, 2010,  the Company  changed  its name to IN Media  Corporation.  The
Company is a development  stage company.  On October 30, 2009 (the  "Acquisition
Date"),  we executed an agreement  between IN Media Corporation ("IN Media") and
Tres Estrellas whereby IN Media shareholders acquired thirty-three million, five
hundred  thousand  (33,500,000)  shares of the  Company's  common  stock and the
Company acquired all the issued and outstanding  shares of In Media and IN Media
was merged into Tres  Estrellas.  The Company  reported  this event on Form 8-K,
filed with the  Securities  and  Exchange  Agreement  on November  2, 2009.  For
financial  accounting  purposes,  the  acquisition  was a reverse  merger of the
Company by IN Media, under the purchase method of accounting, and was treated as
a  recapitalization  with IN Media as the  acquirer.  Upon  consummation  of the
merger,  the Company  adopted the business  plan of IN Media.  Accordingly,  the
consolidated  statements of  operations  include the results of operations of IN
Media from its  inception on October 27, 2008 and the results of  operations  of
Tres  Estrellas  from the  Acquisition  Date.  The Company's  fiscal year end is
December 31.

2. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business. As of June 30, 2011, the Company had accumulated a loss from
operations of $2.2 million and has earned no revenues since  inception,  and our
liabilities exceed our assets by approximately $1.3 million. The Company intends
to fund its continuing operations through strict expense management and control,
a combination of equity or debt financing arrangements,  reliance on third party
contractors  to avoid the need for capital  expenditure  or  commitment to fixed
overhead,  and extended credit from suppliers and related parties,  all of which
may be insufficient to fund its capital expenditures,  working capital and other
cash requirements for the year ending December 31, 2011.

In September and October 2010, we received  purchase orders for approximately $1
million  and $4  million  of our  hardware  products  from Sri Lanka and  India,
respectively.  As a result of our lack of financial  resources  and inability to
secure credit terms from our sub-contract manufacturer,  we have not yet managed
to solve the problems of financing  production of the inventory  that we need to
fulfill these orders, and the order from India has subsequently  lapsed. We will
not be able to  fulfill  the Sri Lanka or other  orders  until we can  establish
additional  funding to open letters of credit,  or place security  deposits with
our  sub-contract  manufacturer,  and we are  currently  exploring all financing
options.  We  estimate  that we may need to  procure  capital  in the  region of
$500,000 to secure the first  delivery  under these  orders.  While we have only
limited  tangible assets as collateral to support debt financing,  we believe we
have significant intangible value, including the licensed IP rights to our fully
operational IPTV products and systems, an established international distribution
channel for our products,  and a purchase order from a potential customer.  This
customer  has  agreed  to work  with us while we seek  and  negotiate  financing
arrangements to fund these orders,  however,  as a result of the delay, they are
asking us to upgrade or customize certain features to remain at the forefront of
the competitive market by the time we actually ship the products ordered.  If we
are unable to secure  financing  for  production  and delivery of this  purchase
order within a reasonable  period of time we face the risk that the order may be
cancelled or diverted to other  providers of IP TV equipment.  In March 2011, we
received  an  advance  payment  of $47,650  from a  customer  in India,  for the
purchase of an initial  order of hardware  and  software,  and this advance will
enable  us to have  products  manufactured  and  shipped  from our  sub-contract
manufacturer in fulfillment of this order during the third quarter of 2011.

The  ability of the Company to emerge from the  development  stage is  dependent
upon,  among other  things,  obtaining  additional  financing  to  purchase  the
inventory  required  to fulfill  current  purchase  order  commitments,  to make
on-account  payments to vendors,  and to service our current  debt  obligations.

                                       7
<PAGE>
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

3. SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PRESENTATION
The accounting and reporting  policies of the Company conform to U.S.  generally
accepted  accounting  principles  (US  GAAP)  applicable  to  development  stage
companies.

B) USE OF ESTIMATES
The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  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 amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

C) CASH AND CASH EQUIVALENTS
Cash and cash  equivalents  include  cash in  banks,  money  market  funds,  and
certificates  of term  deposits  with  maturities of less than three months from
inception,  which are readily convertible to known amounts of cash and which, in
the  opinion of  management,  are  subject to an  insignificant  risk of loss in
value.

D) FAIR VALUE OF FINANCIAL  INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS The
Company's  financial  instruments as defined by FASB ASC 825-10-50 include cash,
trade  accounts  receivable,  and  accounts  payable and accrued  expenses.  All
instruments  are accounted  for on a historical  cost basis,  which,  due to the
short maturity of these financial  instruments,  approximates fair value at June
30, 2011. FASB ASC 820 defines fair value, establishes a framework for measuring
fair value in accordance  with generally  accepted  accounting  principles,  and
expands  disclosures  about  fair  value  measurements.  ASC 820  establishes  a
three-tier fair value  hierarchy which  prioritizes the inputs used in measuring
fair value as follows:

Level 1.  Observable inputs such as quoted prices in active markets;
Level 2.  Inputs, other than the quoted prices in active  markets, that are
          observable either directly or indirectly; and
Level 3.  Unobservable inputs in which there is little or no market data, which
          requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities  measured at fair value on a
recurring basis at June 30, 2011 and December 31, 2010.

E) INCOME TAXES
The  Company  accounts  for income  taxes  under ASC 740  "Income  Taxes"  which
codified  SFAS 109,  "Accounting  for Income Taxes" and FIN 48  "Accounting  for
Uncertainty  in Income Taxes - an  Interpretation  of FASB  Statement  No. 109."
Under  the asset  and  liability  method of ASC 740,  deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences between the financial statements 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.  Under ASC 740,  the effect on  deferred  tax assets and
liabilities  of a change in tax rates is  recognized in income in the period the
enactment  occurs.  A valuation  allowance is provided for certain  deferred tax
assets if it is more  likely  than not that the  Company  will not  realize  tax
assets through future operations.

F) EARNINGS (LOSS) PER SHARE
FASB ASC 260,  "Earnings  Per Share"  provides  for  calculation  of "basic" and
"diluted"  earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss)  available to common  shareholders  by
the weighted average common shares outstanding for the period.  Diluted earnings
per share reflect the potential  dilution of securities  that could share in the
earnings of an entity similar to fully diluted earnings per share.

                                       8
<PAGE>
G) STOCK-BASED COMPENSATION
ASC 718  "Compensation  - Stock  Compensation"  codified SFAS No. 123 prescribes
accounting  and  reporting  standards  for all  stock-based  payments  award  to
employees,  including employee stock options,  restricted stock,  employee stock
purchase plans and stock appreciation rights, may be classified as either equity
or liabilities.  The Company should determine if a present  obligation to settle
the share-based  payment  transaction in cash or other assets exists.  A present
obligation to settle in cash or other assets exists if: (a) the option to settle
by issuing  equity  instruments  lacks  commercial  substance or (b) the present
obligation is implied because of an entity's past practices or stated  policies.
If a present  obligation  exists,  the  transaction  should be  recognized  as a
liability;  otherwise,  the  transaction  should be  recognized  as equity.  The
Company  accounts  for  stock-based  compensation  issued to  non-employees  and
consultants  in accordance  with the  provisions  of ASC 505-50  "Equity - Based
Payments to Non-Employees"  which codified SFAS 123 and the Emerging Issues Task
Force  consensus  in Issue No.  96-18  ("EITF  96-18"),  "Accounting  for Equity
Instruments  that are  Issued  to  Other  Than  Employees  for  Acquiring  or in
Conjunction with Selling, Goods or Services". Measurement of share-based payment
transactions with non-employees shall be based on the fair value of whichever is
more reliably measurable:  (a) the goods or services received; or (b) the equity
instruments issued. The fair value of the share-based payment transaction should
be  determined  at the earlier of  performance  commitment  date or  performance
completion date.

H) CONVERTIBLE DEBT INSTRUMENTS
ASC 470-20-05-7  provides that convertible debt instruments be bifurcated to the
show the  underlying  impact of  discounted  interest  costs that  result from a
noteholder's  option to convert the note into equity at a subsequent  date.  The
Company  issued a total of $92,500 and $200,500 in  convertible  debt during the
six months ended June 30, 2011 and year ended  December  31, 2010,  respectively
(the "Notes").  Since the Notes are all short-term due in nine months,  and both
the  Company  and  noteholder  recognize  that the  Company is  unlikely to have
sufficient  cash at maturity to repay the Notes,  the Company has taken the view
that the Notes, and total cost including  interest expense and conversion price,
are an integral equity transaction.

I) REVENUE RECOGNITION
The  Company  recognizes  revenue  from the sale of  products  and  services  in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
104 ("SAB 104"),  "Revenue  Recognition in Financial  Statements."  Revenue will
consist of products and services  income and will be recognized only when all of
the following  criteria have been met: (i) Persuasive  evidence for an agreement
exists;  (ii)  Service  or  delivery  has  occurred;  (iii)  The fee is fixed or
determinable; and (iv) Revenue is reasonably assured.

4. CAPITAL STOCK

A) AUTHORIZED STOCK
The Company has authorized  75,000,000 common shares with $0.001 par value. Each
common share entitles the holder to one vote, in person or proxy,  on any matter
on which action of the stockholder of the Company is sought.

On June 17, 2010, the Company filed an S-8  registration  with the SEC reserving
2,500,000 common shares for issuance under the Company's 2010 Stock Option Plan.
During the period from  registration  through June 30, 2011,  the Company issued
817,000 shares to consultants and employees, and has 1,683,000 registered shares
available for future issuance.

On August 27, 2010, the Company filed an S-1 registration with the SEC reserving
4,000,000  common  shares for  issuance  under the terms of a  self-underwritten
public offering. The filing was subsequently withdrawn on October 18, 2010.

B) SHARE ISSUANCES
Since inception  (October 27, 2008) to June 30, 2011, the Company has issued the
following shares:

     (i)  A total of 5,500,000 common stock shares to an officer and director at
          $0.002 per share for a total of $11,000. The shares bear a restrictive
          transfer legend in accordance with Rule 144 under the Securities Act.

                                       9
<PAGE>
     (ii) A total of 6,000,000 common stock shares to 40 unaffiliated  investors
          at  $.004  per  share  for a total  of  $24,000,  pursuant  to an SB-2
          Registration Statement.

     (iii)A total of 33,500,000  common stock shares to the  shareholders  of IN
          Media  Corporation  pursuant to the terms and  conditions  of a Merger
          Agreement. This issuance of stock did not involve any public offering,
          general advertising or solicitation.  At the time of the issuance,  IN
          Media  had  fair  access  to and was in  possession  of all  available
          material  information about our Company. The shares bear a restrictive
          transfer legend in accordance with Rule 144 under the Securities Act.

     (iv) In addition,  the Company has issued a total of 2,408,957 common stock
          shares to (a)  consultants  for  payment  of  services  provided,  (b)
          vendors for the  purchase  and payment of movie  distribution  systems
          including storage and distribution  hardware,  operating software, and
          rights to distribute two thousand  movie titles,  and (c) a noteholder
          for conversion of certain notes payable and accrued  interest  thereon
          as set out in the following table:

                               Six months        Year ended
                                 ended              ended
                                June 30,         December 31,
                                  2011              2010                Total
                               ----------        ----------          ----------
# Shares
  Payment of consultants          400,000           417,000             817,000
  Purchase of assets              250,000                --             250,000
  Conversion of notes           1,140,968           145,618           1,286,586
  Payment of note interest         55,371                --              55,371
                               ----------        ----------          ----------
Total                           1,846,339           562,618           2,408,957
                               ==========        ==========          ==========

                                2011                2010                Total
                             ----------          ----------          ----------
Value of Shares
  Payment of consultants       $   64,000        $  503,999          $  567,999
  Purchase of assets               40,000                --              40,000
  Conversion of notes              30,000           123,000             153,000
  Payment of note interest          6,120                --               6,120
                               ----------        ----------          ----------
Total                          $  140,120        $  626,999          $  767,119
                               ==========        ==========          ==========

The  issuance  such shares of our common  stock was  effected in reliance on the
exemptions for sales of securities not involving a public offering, as set forth
in Rule 506  promulgated  under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act")  and in  Section  4(2) of the  Securities  Act,  based on the
following:  (a) the  debtholder  confirmed  to us  that  they  were  "accredited
investors,"  as  defined  in Rule 501 of  Regulation  D  promulgated  under  the
Securities  Act and had such  background,  education and experience in financial
and  business  matters  as to be able to  evaluate  the  merits  and risks of an
investment  in the  securities;  (b)  there was no public  offering  or  general
solicitation  with  respect to the  conversion  of the debt and  issuance of the
shares;  (c) the  debtholder  acknowledged  that the shares  being  issued  were
"restricted  securities"  for  purposes  of the  Securities  Act,  and agreed to
transfer such securities only in a transaction  registered  under the Securities
Act or exempt from  registration  under the  Securities  Act;  and could only be
transferred if subsequently  registered  under the Securities Act or transferred
in a transaction exempt from registration under the Securities Act.

5. NOTES PAYABLE

The Company issued Convertible Notes ("Notes"),  all carrying interest at 8% per
annum, to a single note holder as set forth in the following table:

                                       10
<PAGE>
SUMMARY OF NOTES

Date of           Original                                      Balance of notes
issuance        note proceeds        Converted      Repaid        outstanding
--------        -------------        ---------      ------        -----------
8-Jun-10          $100,000          $(100,000)                       $    --
27-Jul-10         $ 53,000          $ (53,000)                       $    --
17-Nov-10         $ 47,500                          $47,500          $    --
25-Jan-11         $ 42,500                                           $42,500
7-Apr-11          $ 50,000                                           $50,000
                  --------          ---------       -------          -------
                  $293,000          $(153,000)      $47,500          $92,500
                  ========          =========       =======          =======

The Notes can be converted at the noteholder's  option any time after six months
from the issuance date based on 62.5% of the average of the lowest three closing
bid prices  over the ten days  preceding  the  conversion  date.  The Company is
required to maintain an  available  pool of common  shares  equal to 300% of the
number  of  shares  required  for  conversion.  As at June 30,  2011,  two Notes
amounting  to  $153,000,  and  $6,120  of  related  interest  thereon,  had been
converted  into 1,341,957  shares of common stock,  and one Note for $47,500 was
repaid prior to maturity  including  $21,800 of accrued  interest and prepayment
penalties.  The Company has reserved  3,351,916  shares of common stock to cover
the conversion of the outstanding  Notes and accrued  interest as required under
the terms of the Note purchase agreements. There are no warrants attached to the
Notes.

6. INCOME TAXES

The Company has incurred  operating losses of $2,249,494,  which, if unutilized,
will begin to expire in 2027.  Future tax benefits,  which may arise as a result
of these losses,  have not been  recognized in these financial  statements,  and
have been offset by a valuation  allowance.  Details of future income tax assets
are as follows:

                                                                March 31, 2011
                                                                --------------
Future income tax assets:
  Net operating loss from October 27, 2008
   (inception) to June 30, 2011)                                 $ 2,249,494
  Statutory tax rate (combined federal and state)                       39.0%
  Non-capital tax loss                                               877,303
  Valuation allowance                                               (877,303)
                                                                 -----------
                                                                 $        --
                                                                 ===========

The  potential  future tax benefits of these losses have not been  recognized in
these  financial  statements due to uncertainty of their  realization.  When the
future utilization of some portion of the carry forwards is determined not to be
"more likely than not," a valuation allowance is provided to reduce the recorded
tax benefits from such assets.

7. NEW ACCOUNTING PRONOUNCEMENTS

The  Company  does not  expect any recent  accounting  pronouncements  to have a
material impact on its financial statements.

8. RELATED PARTY TRANSACTIONS

In the fourth quarter of 2010, Mr. Karnick paid off supplier  balances of $2,100
on behalf of the Company and the balance  outstanding  at December  31, 2010 was
reported as an unsecured and  interest-free  loan from a director.  The loan was
paid off in March 2011.

                                       11
<PAGE>
One of our shareholders, directors and officers, Mr. Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest in Numerity  Corporation  from whom we have  licensed  our
engineering  technology,  IP  and  set  top  box  designs  (the  "Licensing  and
Maintenance  Agreement"),  and to whom we are committed to pay  maintenance  and
royalties. On July 1, 2010, the Company agreed to amend that licensing agreement
to provide a deferral of any  further  maintenance  dues,  and an  extension  of
credit until three months after first commercial shipment.  The amendment to the
Licensing and Maintenance Agreement was additionally  authorized for the Company
by Mr. Danny Mabey, an independent board director.

One of our shareholders, directors and officers, Mr. Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest  in  Numerity  Corporation  with  whom we  contracted  the
provision of executive,  administration and business  development  services (the
"Service  Agreement")  and to whom we paid contract  service fees of $40,000 per
month.  On July 1, 2010,  the Company and Numerity  agreed to amend that Service
Agreement such that the next $330,000 of service fees payable would be waived by
Numerity,  and the  corresponding  fees would be payable  directly to Numerity's
sub-contractors,  either in cash or common  stock at the option of the  Company.
Additionally,  the parties agreed to extend credit for contract service fees due
to  Numerity  on  a  rolling  quarterly  basis,  subject  to  mutual  agreement.
Subsequently,  as of  January  1,  2011,  the  Company  and  Numerity  agreed to
discontinue contract service charges, and instead have Numerity bill the Company
for the actual cost of any goods or services  provided  wholly,  exclusively and
necessarily  for the benefit of the Company.  The amendments  were  additionally
both authorized by Mr. Danny Mabey, an independent board director.

As at June  30,  2011,  we owe  Numerity  Corporation  a total  of  $932,648  in
connection with license,  service charge payments,  and other advances made from
time to  time,  and  with  limited  resources,  we  recognize  that we are in no
position to pay any amounts  due to  Numerity  Corporation  until we are able to
raise  significant cash from investment or commercial  operations.  Accordingly,
for no additional consideration, the Company has entered into an extended credit
agreement  with Numerity  under which  payments will not be due for one year and
one day after receipt of payment request from Numerity.  Accordingly all amounts
due to Numerity are classified as non-current liabilities.

One of our shareholders,  Guifeng Qui, who owns  approximately 13 million shares
of  restricted  common  stock,  has  a  controlling   interest  in  the  Chinese
distributor  who we have appointed to represent us in developing our business in
China.  The  Agreement  with this  distributor  provides  that we will receive a
margin  of $20 on each  unit of  set-top  box  sold  through  that  distribution
channel,  and an additional $5 per month per subscriber for content distribution
contracts using our content library of over four thousand titles.

One of our shareholders, directors and officers, Mr. Karnick owns the library of
film content which has been made available for our use at no charge to us, which
we intend to include as part of our product  offerings.  Mr. Karnik entered into
an agreement with the Company to make the library  available for use and support
of our IPTV activities for the term of the License Agreement.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

CAUTIONARY STATEMENTS

The  Company  adopted  at  management's   discretion,   the  most   conservative
recognition  of  revenue  based on the  most  stringent  guidelines  of the SEC.
Management will elect additional  changes to revenue  recognition to comply with
the most  conservative  SEC  recognition on a forward going accrual basis as the
model is replicated with other similar markets (i.e. SBDC). The Company's actual
results could differ materially from those anticipated in these  forward-looking
statements.  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.  All material  risks are  described in the risk section of this Form
10-Q and in the Company's Annual Report on Form 10-K for the year ended December
31, 2010.

BACKGROUND

IN Media  Corporation  (the "Company") is a Nevada  corporation  incorporated on
March 5, 2007 as Tres Estrellas Enterprises, Inc. ("Tres Estrellas").  Effective
February  3,  2010,  we  changed  our  name to IN  Media  Corporation.  We are a
development  stage company.  On October 30, 2009 (the  "Acquisition  Date"),  we
executed  an  agreement  between  IN Media  Corporation  ("IN  Media")  and Tres
Estrellas whereby IN Media  shareholders  acquired  thirty-three  million,  five
hundred thousand  (33,500,000) shares of the Company's common stock, we received
all the issued and outstanding  stock of In Media,  and IN Media was merged into
Tres  Estrellas.  We reported this event on Form 8-K,  filed with the Securities
and Exchange Agreement on November 2, 2009. For financial  accounting  purposes,
the  acquisition  was a reverse  merger of our  company  by IN Media,  under the
purchase  method of accounting,  and was treated as a  recapitalization  with IN
Media as the acquirer.  Upon consummation of the merger, we adopted the business
plan of IN Media. Accordingly, the consolidated statements of operations include
the results of operations of IN Media from its inception on October 27, 2008 and
the results of operations of Tres  Estrellas from the  Acquisition  Date through
June 30, 2011. Our fiscal year end is December 31.

BUSINESS

With our registered office in Reno,  Nevada,  and principal  executive office in
Los Altos,  CA, we are a  development  stage  company  positioned to exploit the
emerging market for Internet  Protocol  Television  ("IPTV") services for cable,
satellite,  internet,  telephony and mobile markets. IPTV delivers video content
from public  domain and premium  content  sources  over the internet to consumer
display  devices  ranging from large screen TVs in the home,  to mobile  display
devices such as the I-Phone or I-Pad.  Our goal is to become a global  leader of
IPTV implementation  systems through the design and delivery of a combination of
hardware,  software,  manufacturing and content services at competitive  prices.
Our  systems  may be  offered  to  communications  providers  such as  cable  or
satellite  channels,   governmental   organizations,   content  owners  such  as
publishers, movie and video game owners, and other premium content providers, or
distributors  and re-sellers who support such channels to either  complete their
proprietary offerings or provide an all-in-one solution.

TRENDS AND MARKET OPPORTUNITIES

     *    In recent years the  opportunity  for IPTV has been fuelled by various
          factors  including,  but not  limited  to  improvements  in  broadband
          technology and infrastructure and consequent reduced cost
     *    Growth of mass market adoption of broadband  access  including  mobile
          applications
     *    Consumer  expectations  and pressure  for video on demand  rather than
          general broadcast distribution which has become increasingly expensive
          and generally poor quality content
     *    Fragmentation  and  specialization  of content  ownership  encouraging
          content  owners  to make  their  content  available  by  subscription,
          advertising sponsorship, or as a message delivery medium

                                       13
<PAGE>
These trends have taken place in the North American market,  but even more so in
developing  countries  around  the  world.  According  to  eMarketer,  the total
worldwide  broadband  subscriber  base is  expected  grow  to  over  500,000,000
subscribers by 2011, and each broadband  subscriber is a potential IP TV viewer.
Although we have focussed our efforts on developing  business  opportunities  in
China, the demand is universal,  and we have received expressions of interest in
our hardware products from India and Sri Lankar.

PRODUCTS

We offer our  customers  fully  integrated  plug-and-play  solutions  comprising
hardware devices,  operating software, and access to a library of video content.
As of June 30,  2011,  we are  currently  offering  a choice  of three  hardware
devices:

IPTV SET TOP  BOX(IPSTB):  The IPSTB enables a user to access video content such
as movies,  videos,  games, and educational or other promotional  content simply
connecting  the IPSTB to ethernet  cable from a home  Internet  source such as a
Modem on one side to a Hi Definition TV set, or other convenient  display on the
other.  Once connected,  the user gains access to internet content like YouTube,
Yahoo,  Google or premium  distribution  sites like NetFlix,  which stream video
over the internet.

TABLET PC : Our Tablet PC, offered in both 7 inch or 10 inch screen models works
in exactly the same way as our IPSTB  enabling the user to access video over the
internet,  however,  because  the  display  and the STB  functionality  are both
integrated into the device,  the Tablet PC can also be used as a regular browser
for web surfing and other internet enabled  functions like checking  emails,  or
making phone calls, in the same way as a consumer might use an Apple iPad.

PREMIUM  VIDEO  CONTENT:  We  currently  have the rights to make  available  our
library of over 4,000  entertainment  titles from Hollywood to "Bollywood"  (the
informal term popularly used for the Mumbai-based  Hindi-language  film industry
in India)  movies.  This  library can be made  available  and  accessed by users
through their IPTV  platform by direct  subscription,  or  indirectly  vis third
party channels.

DEVELOPMENT STAGE OPERATIONS

To date, we have built our business by focusing on  outsourcing  to  experienced
and well  established  third party  providers to reduce the risk of  development
problems and delays, market and employee acquisition, and up-front cash flow. We
plan to  sub-contract  our production and logistics to third parties in China so
that we can leverage their facilities and equipment, production,  purchasing and
logistics management,  and inventory and working capital resources.  These third
party contractors have been responsible for designing our products and operating
software, QA testing,  customer demonstration and evaluation support, as well as
market  analysis,  channel  development  and sale  promotion.  They also provide
general and operational  support,  such that we have no full time employees,  or
full time employee  equivalents on our own books. By adopting this approach,  we
have  managed to  develop,  test,  and bring to market  three  distinct  product
offerings in the highly competitive global market for IPTV for a cumulative cost
of less  than  $2.3  million.  At the  same  time,  we have  been  working  with
distribution  channels in China and other  international  markets to demonstrate
and prove our products  and the  integrated  platform  offering,  complete  with
software and content. To date we have not invested in any fixed assets,  design,
test, or production equipment, and have no capital commitments to do so.

In September and October 2010, we received  purchase orders for approximately $1
million  and $4  million  of our  hardware  products  from Sri Lanka and  India,
respectively.  As a result of our lack of financial  resources  and inability to
secure credit terms from our sub-contract manufacturer,  we have not yet managed
to solve the problems of financing  production of the inventory  that we need to
fulfill these orders, and the order from India has subsequently  lapsed. We will
not be able to fulfill the Sri Lanka order,  or accept other orders until we can
establish  additional  funding  to open  letters of  credit,  or place  security
deposits  with our contract  manufacturer,  and we are  currently  exploring all
financing options. We estimate that we may need to procure capital in the region
of $500,000 to secure the first delivery under these orders.  While we have only

                                       14
<PAGE>
limited  tangible assets as collateral to support debt financing,  we believe we
have significant intangible value, including the licensed IP rights to our fully
operational IPTV products and systems, an established international distribution
channel for our products,  and a purchase order from a potential customer.  This
customer  has  agreed  to work  with us while we seek  and  negotiate  financing
arrangements to fund these orders,  however,  as a result of the delay, they are
asking us to upgrade or customize certain features to remain at the forefront of
the competitive market by the time we actually ship the products ordered.  If we
are unable to secure  financing for  production  and delivery of these  purchase
orders  within a reasonable  period of time, we face the risk that the order may
be cancelled or diverted to other providers of IPTV equipment. In March 2011, we
received an advance payment of $47,650 from a customer in India for the purchase
of an initial order of hardware and software, and this advance will enable us to
have products  manufactured  and shipped from our  sub-contract  manufacturer in
fulfillment of this order.

THE COMPETITION AND COMPETITIVE ADVANTAGE

The  competitive  landscape  for IPTV  services  is very  crowded  as the market
potential  is very large.  The key players will be the  platform  providers  who
control  access to telephony,  television,  internet and content for  consumers.
However,  new players like  Microsoft,  Apple,  Amazon,  and the major Hollywood
studios  are moving  forward on their own  solutions  to  monetize  content  and
services over the internet.  Key hardware vendors like Motorola,  Cisco,  Intel,
etc.  are also  potential  competitors  for set-top box  solutions  as they have
previously established relationships with the platform providers.

Although our  competitors  have strong brands and  significant  engineering  and
marketing budgets we believe that we will have an opportunity to compete because
we have outsourced our manufacturing and distribution function in China to local
partners  who know and operate in the Chinese  market  where our cost is low and
the power of established US brands may not be so powerful. Since we already have
a fully functional  product offering and have established local  distribution we
believe our market  offering in China is fully  competitive  with solutions from
our competitors.

RESULTS OF OPERATIONS

We are a  development  stage company and have been focused to date on developing
and  refining  our product  hardware and  operating  platform to reflect  market
feedback, and build our distribution channels and relationships, however we have
not yet  generated any revenues  while we have  incurred  $2,249,494 in expenses
since  inception  through  June 30,  2011.  In September  and October  2010,  we
received  purchase  orders for  approximately  $1 million  and $4 million of our
hardware  products  from Sri Lanka and India,  respectively.  As a result of our
lack of  financial  resources  and  inability  to secure  credit  terms from our
sub-contract  manufacturer  we have not yet  managed  to solve the  problems  of
financing  production of the inventory that we need to fulfill these orders, and
the order from India has subsequently lapsed. We will not be able to fulfill the
Sri Lanka or accept other orders until we can  establish  additional  funding to
open  letters  of  credit,   or  place  security   deposits  with  our  contract
manufacturer,  and we are currently exploring all financing options. We estimate
that we may need to raise in the region of $500,000 to secure the first delivery
under these orders.  While we have only limited tangible assets as collateral to
support  debt  financing,  we  believe  we have  significant  intangible  value,
including  the  licensed IP rights to our fully  operational  IPTV  products and
systems, an established international distribution channel for our products, and
a purchase  order from a potential  customer.  This  customer has agreed to work
with us while we seek and negotiate financing arrangements to fund these orders,
however,  as a result of the delay,  they are asking us to upgrade or  customize
certain  features to remain at the  forefront of the  competitive  market by the
time we actually ship the products ordered. If we are unable to secure financing
for production and delivery of these purchase orders within a reasonable  period
of time we face the risk that the order may be  cancelled  or  diverted to other
providers of IP TV equipment.  In March 2011, we received an advance  payment of
$47,650  from a customer  in India,  for the  purchase  of an  initial  order of
hardware  and  software,  and  this  advance  will  enable  us to have  products
manufactured  and shipped from our  sub-contract  manufacturer in fulfillment of
this order during the third quarter of 2011.

                                       15
<PAGE>
We incurred  $240,933  and $212,503 in general  administrative  expenses for the
three months ended June 30, 2011 and 2010,  respectively.  These costs consisted
of general and administration,  business development expenses,  and professional
fees  associated  with our  financial  reports and SEC filings.  The increase of
13.4% over the same period in 2010 was principally  due to increased  consulting
charges as the Company  expanded its product  range and prepared for  commercial
operations.

Additionally,  we incurred $103,750 and $0 of development  expenses in the three
months ended June 30, 2011 and 2010,  respectively.  The Company  entered into a
Licensing  and  Maintenance  Agreement  with  Numerity  Corporation  in which it
committed to pay $415,000 per year in maintenance fees, and intended to amortize
the cost over a twelve month period.  At various times, as expectations of first
commercial  shipments  were delayed,  the  maintenance  period was extended with
$103,750 being  amortized in the three months ended June 30, 2011, and $0 in the
three months ended June 30, 2010. The amended License and Maintenance  Agreement
now provides  that  maintenance  charges will be waived until three months after
first commercial shipment of licensed IPTV product.

Interest  expense  amounted to $24,028 and $504 for the three  months ended June
30, 2011 and 2010, respectively. The interest expense for the three months ended
June 30, 2011 included  $21,800 of penalty interest for exercise of a prepayment
option on a convertible  note. The interest  charges reflect interest of 8%pa on
the actual amounts of notes outstanding during the respective periods.

The following  table  provides  selected  financial data about our company as at
June 30, 2011.

              Balance Sheet Data:

              Cash                                    $       191
              Total assets                            $    40,191
              Total liabilities                       $ 1,388,792
              Shareholders' equity (deficit)          $(1,298,601)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2011 was $191. During the six months ended June 30,
2011,  we  generated  $129 in cash,  of which  $45,000 was  generated by the net
proceeds  of sale of  convertible  notes,  and  $44,871  was  used in  operating
activities.  Since September  2010, we have received two orders  amounting to $5
million for our products,  but due to lack of cash or credit  capacity,  we have
been unable to secure  production  of the products  necessary  to fulfill  these
orders. Of these orders, $4 million was withdrawn,  and the remaining $1 million
is still  outstanding,  but the  customer  has  modified  the  order to  require
additional  features.  On March 31, 2011,  we received a prepaid  deposit from a
customer  for $47,650  which we intend to leverage to secure  production  of the
inventory required to meet this order.

We are a  development  stage  company  and have  generated  no  revenue to date.
Although we have managed to raise $290,000 through the issuance of common stock,
secured advances from directors and officers of our company,  obtained  extended
credit from related  parties in connection  with services  provided,  and raised
funding from the issuance of convertible notes,  aggregating $293,000 as of June
30, 2011, there is no assurance that we can secure  additional  funding to cover
our  expenses or working  capital  requirements  in the future.  We filed an S-1
registration  statement on September 13, 2010 in  contemplation of raising up to
$4 million from the sale of our common stock, however, this filing was withdrawn
on October 18, 2010 so as not to limit other short-term  fund-raising activities
being  undertaken in connection  with  providing the working  capital we need to
fund recently received purchases orders. As a result of the loss of our original
market maker,  and delays in finding a replacement  and  completing the required
approval with FINRA,  our stock was listed on the OTCQB exchange  rather than on
the OTC  Bulletin  Board,  and this  may  have  hampered  our  ability  to raise
additional  note  financing  from our  current  note  finance  partner  or other
potential investors. Subsequently, in June 2011 our application for relisting on
OTC Bulletin Board was approved by FINRA

                                       16
<PAGE>
We are currently  seeking other available sources of funding to provide secured,
back-to-back  financing  of  our  purchase  order  commitments  with  production
inventory. If we are unable to secure adequate capital to continue, our business
will  likely  fail,  and  our  shareholders  could  lose  some  or all of  their
investment.  We cannot  continually incur operating losses in the future and may
decide that we can no longer  continue with our business  operations as detailed
in our  business  plan  because  of a lack of  financial  results  and a lack of
available financial resources.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent  accounting  pronouncements  that the Company has adopted or that will be
required to adopt in the future are summarized below.

On September  30, 2009,  the Company  adopted  updates  issued by the  Financial
Accounting Standards Board (FASB) to the authoritative  hierarchy of GAAP. These
changes  establish the FASB  Accounting  Standards  CodificationTM  (ASC) as the
source  of  authoritative  accounting  principles  recognized  by the FASB to be
applied by nongovernmental  entities in the preparation of financial  statements
in conformity with GAAP. Rules and  interpretive  releases of the Securities and
Exchange  Commission ("SEC") under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new  standards  in the form of  Statements,  FASB Staff  Positions,  or Emerging
Issues Task Force Abstracts;  instead the FASB will issue  Accounting  Standards
Updates.  Accounting  Standards  Updates will not be  authoritative in their own
right as they will only serve to update the Codification.  These changes and the
Codification  itself do not  change  GAAP.  Other  than the  manner in which new
accounting  guidance is referenced,  the adoption of these changes had no impact
on the Condensed Consolidated Financial Statements.

In June 2009, the FASB issued guidance now codified as ASC Topic 105, "GENERALLY
ACCEPTED  ACCOUNTING   PRINCIPLES"  ("ASC  105"),  which  establishes  the  FASB
Accounting  Standards  Codification  as the  source  of  GAAP to be  applied  to
nongovernmental  agencies.  ASC 105 explicitly recognizes rules and interpretive
releases of the SEC under authority of federal  securities laws as authoritative
GAAP for SEC registrants. ASC 105 became effective for interim or annual periods
ending after  September 15, 2009. ASC 105 does not have a material impact on the
Company's consolidated financial statements presented hereby.

In May 2009, the FASB issued guidance now codified as ASC Topic 855, "SUBSEQUENT
EVENTS" ("ASC 855"). The pronouncement modifies the definition of what qualifies
as a subsequent  event--those  events or  transactions  that occur following the
balance  sheet date,  but before the  financial  statements  are issued,  or are
available  to be  issued--and  requires  companies  to disclose the date through
which it has  evaluated  subsequent  events and the basis for  determining  that
date.  The Company  adopted the  provisions of ASC 855 in the second  quarter of
2009, in accordance with the effective date.

On  July  1,  2009,  we  adopted   guidance  issued  by  the  FASB  on  business
combinations.  The  guidance  retains  the  fundamental  requirements  that  the
acquisition method of accounting  (previously referred to as the purchase method
of accounting) be used for all business  combinations,  but requires a number of
changes,  including changes in the way assets and liabilities are recognized and
measured  as  a  result  of  business   combinations.   It  also   requires  the
capitalization of in-process research and development at fair value and requires
the  expensing of  acquisition-related  costs as incurred.  We have applied this
guidance to business combinations completed since July 1, 2009.

On July 1,  2009,  we  adopted  guidance  issued  by the FASB that  changes  the
accounting  and  reporting  for   non-controlling   interests.   Non-controlling
interests are to be reported as a component of equity separate from the parent's

                                       17
<PAGE>
equity,  and  purchases  or sales of equity  interests  that do not  result in a
change in control are to be accounted for as equity  transactions.  In addition,
net income  attributable to a non-controlling  interest is to be included in net
income and, upon a loss of control,  the interest  sold, as well as any interest
retained,  is to be recorded at fair value with any gain or loss  recognized  in
net income.  Adoption of the new guidance did not have a material  impact on our
financial statements.

On July 1, 2009, we adopted guidance on fair value  measurement for nonfinancial
assets and  liabilities,  except for items that are  recognized  or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
Adoption of the new  guidance  did not have a material  impact on our  financial
statements.

In January 2010,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
guidance  to  amend  the  disclosure   requirements  related  to  recurring  and
nonrecurring fair value  measurements.  The guidance requires new disclosures on
the transfers of assets and liabilities between Level 1 (quoted prices in active
market for  identical  assets or  liabilities)  and Level 2  (significant  other
observable  inputs)  of the fair  value  measurement  hierarchy,  including  the
reasons and the timing of the transfers.  Additionally,  the guidance requires a
roll forward of activities on purchases, sales, issuance, and settlements of the
assets and liabilities  measured using significant  unobservable inputs (Level 3
fair  value  measurements).  The  guidance  became  effective  for us  with  the
reporting  period  beginning  January 1, 2010,  except for the disclosure on the
roll forward activities for Level 3 fair value  measurements,  which will become
effective for us with the reporting  period  beginning July 1, 2011.  Other than
requiring additional  disclosures,  adoption of this new guidance did not have a
material impact on our financial statements.

On February 24, 2010, the FASB issued guidance in the "Subsequent  Events" topic
of the FASC to provide updates including:  (1) requiring the company to evaluate
subsequent events through the date in which the financial statements are issued;
(2)  amending  the  glossary  of the  "Subsequent  Events"  topic to include the
definition of "SEC filer" and exclude the definition of "Public entity"; and (3)
eliminating the requirement to disclose the date through which subsequent events
have been evaluated.  This guidance was  prospectively  effective upon issuance.
The adoption of this guidance did not impact the Company's results of operations
of financial condition.

In October  2009,  the FASB  issued  guidance on revenue  recognition  that will
become effective for us beginning July 1, 2010, with earlier adoption permitted.
Under the new guidance on arrangements that include software elements,  tangible
products that have software  components that are essential to the  functionality
of the  tangible  product  will no longer be  within  the scope of the  software
revenue recognition guidance, and software-enabled  products will now be subject
to other relevant revenue recognition  guidance.  Additionally,  the FASB issued
guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when
vendor specific  objective  evidence or third party evidence for deliverables in
an  arrangement  cannot be  determined,  a best estimate of the selling price is
required to separate  deliverables and allocate arrangement  consideration using
the relative  selling price  method.  The new guidance  includes new  disclosure
requirements on how the application of the relative selling price method affects
the timing and amount of revenue  recognition.  We believe  adoption of this new
guidance will not have a material  impact on our financial  statements.

In June 2009, the FASB issued guidance on the consolidation of variable interest
entities,  which is effective  for us beginning  July 1, 2010.  The new guidance
requires revised  evaluations of whether entities  represent  variable  interest
entities,  ongoing  assessments  of control over such  entities,  and additional
disclosures for variable interest entities.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the  shareholders  are  considered  to be a share  issuance  that is
reflected  prospectively  in EPS, and is not accounted for as a stock  dividend.
This  standard is effective  for interim and annual  periods  ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this  standard is not  expected to have a  significant  impact on the  Company's
consolidated financial statements.

                                       18
<PAGE>
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

WHERE YOU CAN FIND MORE INFORMATION

You are  advised to read this Form 10-Q in  conjunction  with other  reports and
documents  that we file from time to time with the SEC.  In  particular,  please
read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current
Reports  on Form 8-K that we file from time to time.  You may  obtain  copies of
these  reports  directly  from us or from the SEC at the SEC's Public  Reference
Room  at 100 F.  Street,  N.E.  Washington,  D.C.  20549,  and  you  may  obtain
information  about obtaining  access to the Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains information for electronic filers
at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any  derivative  instruments  and do not  engage  in any  hedging
activities.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief  Executive  Officer and Chief  Financial  Officer are  responsible for
establishing  and  maintaining  adequate  internal  control  over our  financial
reporting.  In order to evaluate  the  effectiveness  of internal  control  over
financial  reporting,  as  required by Section  404 of the  Sarbanes-Oxley  Act,
management has conducted an assessment, including testing, using the criteria in
Internal Control -- Integrated Framework,  issued by the Committee of Sponsoring
Organizations  of the  Treadway  Commission  ("COSO").  Our  system of  internal
control over  financial  reporting is designed 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.  Because of its inherent  limitations,  internal control
over financial reporting may not prevent or detect misstatements. Management has
used the framework set forth in the report entitled Internal  Control-Integrated
Framework published by the Committee of Sponsoring Organizations of the Treadway
Commission, known as COSO, to evaluate the effectiveness of our internal control
over financial reporting.

Based on this  assessment,  our Chief  Executive  Officer  and  Chief  Financial
Officer have  concluded that our internal  control over financial  reporting was
effective as of June 30, 2011. There has been no change in our internal controls
over  financial  reporting  during  our  most  recent  fiscal  quarter  that has
materially affected,  or is reasonably likely to materially affect, our internal
controls over financial reporting.

CHANGES IN INTERNAL CONTROLS

There have been no changes in our internal controls over financial  reporting or
in other  factors that could  materially  affect,  or are  reasonably  likely to
affect, our internal controls over financial  reporting during the quarter ended
June 30,  2011.  There have not been any  significant  changes in the  Company's
critical accounting policies identified since the Company filed its Form 10-K as
of December 31, 2010.

                                       19
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

You should carefully consider the following risk factors together with the other
information  contained in this Interim Report on Form 10-Q, and in prior reports
pursuant to the  Securities  Exchange Act of 1934, as amended and the Securities
Act of 1933,  as  amended.  If any of the  risks  factors  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely  affected.  There have been no  material  changes to the risk  factors
previously  discussed in Item 1A of the  Company's  Form 10-K for the year ended
December 31, 2010, including but not limited, to the following:

AN  INVESTMENT  IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED
IN THIS PROSPECTUS  BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.
If any of the following  risks,  or any other risks not described  below because
they are currently  unknown to us or we currently deem such risks as immaterial,
but they later become material, actually occurs, it is likely that our business,
financial  condition,  and  operating  results could be seriously  harmed.  As a
result,  the trading  price of our Common Stock could decline and you could lose
part or all of your investment.

MINIMAL OPERATING HISTORY AND NO REVENUE MEANS THAT IT IS DIFFICULT TO DETERMINE
WHEN, IF AT ALL, WE WILL EVER BE PROFITABLE,  AND PROVIDE A RETURN TO INVESTORS.
Prior to the merger we had a minimal  operating  history and have  generated  no
revenues or earnings from operations. We have no significant assets or financial
resources.  We will,  in all  likelihood,  sustain  operating  expenses  without
corresponding  revenues,  at least until we begin selling our product. This will
result in us incurring a net  operating  loss which will  increase  continuously
until we can generate  sufficient  revenue.  There is no  assurance  that we can
generate or sustain profitable operations.

THE  REPORT  OF OUR  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM  CONTAINS
EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.
The independent  auditor's report on our financial statements for the year ended
December  31,  2010 and the  footnotes  to that  report,  contained  explanatory
language that substantial  doubt exists about our ability to continue as a going
concern, specifically in Note 2 to these financial statements. The report states
that we had  accumulated a loss from  operations of $1.9 million and have earned
no  revenues  since  inception,  and our  liabilities  exceed our assets by over
$930,000.  Management  intends to fund its continuing  operations through strict
expense  management  and  control,  a  combination  of equity or debt  financing
arrangements,  reliance on third party contractors to avoid the need for capital
expenditure or commitment to fixed overhead,  and extended credit from suppliers
and  related  parties,  all of which  may be  insufficient  to fund our  capital
expenditures,  working capital and other cash  requirements  for the year ending
December 31, 2011. If we are unable to obtain  sufficient  financing in the near
term or achieve  profitability,  then we would,  in all  likelihood,  experience
severe liquidity problems and may have to curtail our operations.  If we curtail
our  operations,  we may be placed into bankruptcy or undergo  liquidation,  the
result of which will adversely affect the value of our common shares.

SPECULATIVE  NATURE  OF THE  COMPANY'S  PROPOSED  OPERATIONS  MEANS  THAT  IT IS
DIFFICULT TO DETERMINE  WHEN, IF AT ALL, OUR BUSINESS MODEL WILL BE ACCEEPTED BY
THE MARKET, AND ENABLE US TO EARN PROFITS AND PROVIDE A RETURN TO INVESTORS.
The success of our proposed  plan of operation  will depend to a great extent on
the  operations,  financial  condition  and  management  of the Company.  In the
immediate  future we will spend most of our resources,  efforts and expenditures
in two  primary  areas:  1) The  securing of key  customers  in China and 2) the
development of our IPTV set top box products. We have generated no revenue since
inception due to the fact that we have not yet made any commercial  shipments of
our  products.  The success of our  operations  will be  dependent  upon finding
qualified  customers  and their  acceptance  of our product and  numerous  other
factors  beyond our control,  including,  but not limited to  development of our
sales channels,  competitive features and pricing compared to our competitors in

                                       20
<PAGE>
a dynamic and evolving market, the impact of economic and political  instability
on  consumer  spending  habits,  consumer  awareness  of IP TV and  interest  in
available libraries of content, and our ability to finance and manage production
and distribution of inventories for resale. Additionally,  even if we succeed in
winning  orders for our products,  we may not be able to finance the building of
the inventory  necessary to fulfill such orders on acceptable  terms,  or on any
terms at all.

REPORTING  REQUIREMENTS MAY UTILIZE A SUBSTANTIAL PORTION OF OUR CASH AND REDUCE
THE  PERIOD OF TIME WE CAN  SURVIVE  ON OUR  AVAILABLE  CASH  RESERVES  PRIOR TO
GENERATING  REVENUE.
We will incur ongoing costs and expenses for SEC reporting and compliance. To be
eligible  for  quotation  on the OTCBB,  issuers  must  remain  current in their
filings with the SEC.  Market Makers are not  permitted to begin  quotation of a
security whose issuer does not meet this filing requirement.  Securities already
quoted on the OTCBB that become  delinquent  in their  required  filings will be
removed  following  a 30 day  grace  period if they do not make  their  required
filing during that time. In order for us to remain in compliance we will require
future  revenues  to cover the cost of these  filings,  which  could  comprise a
substantial portion of our available cash resources.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF THE COMPANY'S SECURITIES AND THEREBY MAKE IT HARD FOR INVESTORS TO SELL THEIR
SHARES AT THE TIME AND  PRICES  THEY  MIGHT  OTHERWISE  EXPECT.
We are a "penny  stock"  company.  We are subject to a  Securities  and Exchange
Commission   rule  that  imposes  special  sales  practice   requirements   upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer must make a special suitability determination of the purchaser and
receive the purchaser's  written agreement to the transaction prior to the sale.
Effectively,  this  discourages  broker-dealers  from executing  trades in penny
stocks.  Consequently,  the rule will affect the ability of  purchasers  in this
offering to sell their  securities in any market that might develop,  because it
imposes additional regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, and 15g-9 under the Securities and Exchange Act of
1934, as amended.  Because our securities  constitute  "penny stocks" within the
meaning of the rules,  the rules  would apply to us and to our  securities.  The
rules  will  further  affect  the  ability  of owners  of  shares to sell  their
securities in a market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.

Shareholders  should be aware that,  according  to the  Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) "boiler room" practices  involving  high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been  manipulated to a desired level,  leaving  investors with
losses. Our management is aware of the abuses that have occurred historically in
the penny stock market. Although we do not expect to be in a position to dictate
the behavior of the market or of  broker-dealers  who participate in the market,
management  will strive within the confines of practical  limitations to prevent
the  described  patterns  from being  established  with respect to the Company's
securities.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK
PRICE AS AN  INCREASE  IN  SUPPLY  OF SHARES  FOR  SALE,  WITH NO  CORRESPONDING
INCREASE IN DEMAND WILL CAUSE PRICES TO FALL.
All of the  outstanding  shares of common  stock held by the  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the

                                       21
<PAGE>
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities laws.  Officers,  directors and affiliates will be able to sell their
shares if this Registration  Statement becomes  effective.  Rule 144 provides in
essence  that a person who is an  affiliate  or officer or director who has held
restricted  securities for six months may, under certain conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a Company's  outstanding  common stock. There is no limit
on the amount of restricted securities that may be sold by a non-affiliate after
the owner has held the  restricted  securities for a period of six months if the
company is a current,  reporting  company  under the 1934 Act. A sale under Rule
144 or under any other  exemption  from the Act,  if  available,  or pursuant to
subsequent  registration of shares of common stock of present stockholders,  may
have a  depressive  effect upon the price of the common stock in any market that
may develop.  In addition,  if we are deemed a shell company pursuant to Section
12(b)-2 of the Act, our "restricted  securities",  whether held by affiliates or
non-affiliates,  may not be  re-sold  for a period  of 12 months  following  the
filing of a Form 10 level disclosure or registration pursuant to the Act.

FUTURE ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS  INCLUDING WORKING CAPITAL
AND OPERATING EXPENSES WILL INCREASE THE NUMBER OF SHARES OUTSTANDING WHICH WILL
DILUTE  EXISTING  INVESTORS  AND MAY HAVE A DEPRESSIVE  EFFECT ON THE  COMPANY'S
STOCK PRICE.
There may be  substantial  dilution  to our  shareholders  purchasing  in future
offerings as a result of future  decisions of the Board to issue shares  without
shareholder approval for cash, services, or acquisitions.

THERE MAY IN ALL  LIKLIHOOD BE LITTLE  DEMAND FOR SHARES OF OUR COMMON STOCK AND
AS A RESULT  INVESTORS  MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF
THEY NEED TO LIQUIDATE THEIR  INVESTMENT.
There may be little  demand for shares of our common  stock on the OTC  Bulletin
Board meaning that the number of persons  interested  in  purchasing  our common
shares  at or near ask  prices  at any  given  time may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the  fact  that it is a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence sales volume,  and that even if the Company
came to the attention of such persons,  they tend to be risk-averse and would be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase of any of our  Securities  until such time as it became
more seasoned and viable. As a consequence, there may be periods of several days
or more  when  trading  activity  in the  Company's  securities  is  minimal  or
non-existent,  as  compared  to a seasoned  issuer  which has a large and steady
volume of trading activity that will generally support  continuous sales without
an  adverse  effect on the  securities  price.  We  cannot  give  investors  any
assurance  that a broader or more active public trading market for the Company's
common securities will develop or be sustained,  or that any trading levels will
be sustained.  Due to these conditions,  we can give investors no assurance that
they will be able to sell  their  shares at or near ask prices or at all if they
need money or otherwise desire to liquidate their securities of the Company.

FAILURE TO ACHIEVE AND MAINTAIN  EFFECTIVE  INTERNAL CONTROLS IN ACCORDANCE WITH
SECTION 404 OF THE  SARBANES-OXLEY  ACT COULD HAVE A MATERIAL  ADVERSE EFFECT ON
OUR BUSINESS AND  OPERATING  RESULTS.
It may be time  consuming,  difficult and costly for us to develop and implement
the additional internal controls, processes and reporting procedures required by
the  Sarbanes-Oxley  Act. We may need to hire  additional  financial  reporting,
internal  auditing  and other  finance  staff in order to develop and  implement
appropriate additional internal controls, processes and reporting procedures. If
we are unable to comply with these  requirements of the  Sarbanes-Oxley  Act, we
may not be able to obtain the  independent  accountant  certifications  that the
Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the  requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material  weaknesses  in our internal  controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause  investors to lose  confidence in our reported  financial  information and
have a negative effect on the trading price of our common stock.

                                       22
<PAGE>
Pursuant to Section 404 of the  Sarbanes-Oxley  Act and current SEC regulations,
we  are  required  to  prepare  assessments  regarding  internal  controls  over
financial  reporting  and  furnish a report by our  management  on our  internal
control over financial  reporting.  Failure to achieve and maintain an effective
internal control  environment or complete our Section 404  certifications  could
have a material adverse effect on our stock price.

In addition,  in connection with our on-going assessment of the effectiveness of
our  internal  control  over  financial  reporting,  we may  discover  "material
weaknesses" in our internal controls as defined in standards  established by the
Public Company Accounting  Oversight Board, or the PCAOB. A material weakness is
a significant  deficiency,  or  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
PCAOB defines "significant deficiency" as a deficiency that results in more than
a remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.

In the event that a material  weakness is identified,  we will employ  qualified
personnel  and adopt and  implement  policies  and  procedures  to  address  any
material  weaknesses  that we identify.  However,  the process of designing  and
implementing effective internal controls is a continuous effort that requires us
to  anticipate  and  react to  changes  in our  business  and the  economic  and
regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting  obligations as a
public  company.  We  cannot  assure  you that the  measures  we will  take will
remediate any material weaknesses that we may identify or that we will implement
and maintain  adequate  controls over our financial process and reporting in the
future.

Any failure to complete our  assessment of our internal  control over  financial
reporting,  to  remediate  any  material  weaknesses  that we may identify or to
implement  new or  improved  controls,  or  difficulties  encountered  in  their
implementation,  could harm our operating results,  cause us to fail to meet our
reporting  obligations  or result in  material  misstatements  in our  financial
statements.  Any such  failure  could also  adversely  affect the results of the
periodic  management  evaluations of our internal controls and, in the case of a
failure  to  remediate  any  material  weaknesses  that we may  identify,  would
adversely  affect  the  annual  auditor   attestation   reports   regarding  the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley  Act. Inadequate internal controls could
also cause investors to lose confidence in our reported  financial  information,
which could have a negative effect on the trading price of our common stock.

The systems of internal  controls  and  procedures  that we have  developed  and
implemented to date are adequate in a business that has no revenue, few purchase
and expense  transactions,  and little in the way of tangible assets and working
capital.  However,  the  reliance  on third  party  sub-contractors  and lack of
employees  makes it  difficult  to ensure  segregation  of key  duties,  provide
multiple levels of review,  and ensure that specified  checks and balances exist
and are enforced and acted upon where necessary.  The current transaction volume
and limited  transaction  channels  mean that  operating  management,  financial
management,   and  the  independent  board  member  and  auditor  can,  and  do,
efficiently  perform a very extensive and detailed  transaction review to ensure
compliance  with the Company's  established  procedures  and  controls.  When we
secure  purchase  orders  and start  purchasing  product  from our  sub-contract
manufacturers,  shipping product to our customers,  collecting receivables,  and
paying our vendors we will need to apply  significantly  more  resources  to the
management of our controls and procedures  and to ensure and continue  effective
compliance.  If our business grows  rapidly,  we may not be able to keep up with
recruiting and training personnel, and enhancing our systems of internal control
in line with the growth in transaction  volumes and compliance risks which could
result in loss of assets,  profit, and ability to manage the daily operations of
our Company.

CERTAIN NEVADA  CORPORATION LAW PROVISIONS  COULD PREVENT A POTENTIAL  TAKEOVER,
WHICH  COULD  ADVERSELY  AFFECT THE MARKET  PRICE OF OUR  COMMON  STOCK.
We are  incorporated  in the  State of  Nevada.  Certain  provisions  of  Nevada
corporation  law could  adversely  affect the market price of our common  stock.
Because  Nevada  corporation  law  requires  board  approval  of  a  transaction
involving a change in our  control,  it would be more  difficult  for someone to
acquire  control of us. Nevada  corporate law also  discourages  proxy  contests
making it more difficult for you and other shareholders to elect directors other
than the candidate or candidates nominated by our board of directors.

                                       23
<PAGE>
THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS
AS A RELATIVELY  UNKNOWN  COMPANY WITH A SMALL AND THINLY  TRADED  PUBLIC FLOAT,
LIMITED  OPERATING  HISTORY  AND  LACK  OF  PROFITS  WHICH  COULD  LEAD  TO WIDE
FLUCTUATIONS  IN OUR SHARE  PRICE.  THE PRICE AT WHICH YOU  PURCHASE  OUR COMMON
SHARES  MAY NOT BE  INDICATIVE  OF THE PRICE THAT WILL  PREVAIL  IN THE  TRADING
MARKET.  YOU MAY BE UNABLE TO SELL YOUR COMMON  SHARES AT OR ABOVE YOUR PURCHASE
PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.
The  market  for  our  common  shares  is  characterized  by  significant  price
volatility when compared to seasoned issuers, and we expect that our share price
will  continue to be more  volatile  than a seasoned  issuer for the  indefinite
future.  The  volatility  in our  share  price is  attributable  to a number  of
factors.  First, as noted above,  our common shares are  sporadically and thinly
traded.  As a consequence  of this lack of liquidity,  the trading of relatively
small quantities of shares by our shareholders may disproportionately  influence
the price of those shares in either  direction.  The price for our shares could,
for  example,  decline  precipitously  in the event  that a large  number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned  issuer which could better absorb those sales without  adverse impact
on its share price.  Secondly, we are a speculative or "risky" investment due to
our limited operating  history and lack of profits to date,  shortage of working
capital, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more  risk-adverse  investors may, under
the fear of losing all or most of their investment in the event of negative news
or lack of  progress,  be more  inclined to sell their shares on the market more
quickly  and at  greater  discounts  than  would be the case with the stock of a
seasoned  issuer.  Many of these factors are beyond our control and may decrease
the market price of our common shares,  regardless of our operating performance.
We cannot make any  predictions or projections as to what the prevailing  market
price for our common  shares  will be at any time,  including  as to whether our
common  shares will sustain their current  market  prices,  or as to what effect
that the sale of shares or the  availability  of common  shares  for sale at any
time will have on the prevailing market price.

VOLATILITY  IN OUR COMMON SHARE PRICE MAY SUBJECT US TO  SECURITIES  LITIGATION,
THEREBY  DIVERTING  OUR  RESOURCES  THAT  MAY  HAVE  A  MATERIAL  EFFECT  ON OUR
PROFITABILITY AND RESULTS OF OPERATIONS.
As discussed in the preceding  risk factor,  the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share  price will  continue  to be more  volatile  than a
seasoned issuer for the indefinite  future.  In the past,  plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation.  Securities litigation could result in substantial
costs and liabilities and could divert management's attention and resources.

WE DO NOT HAVE  KEY MAN  INSURANCE  ON OUR CEO AND CFO,  ON WHOM WE RELY FOR THE
MANAGEMENT  OF OUR BUSINESS AND IT MAY BE DIFFICULT,  OR TIME  CONSUMING TO FIND
SUITABLE  REPLACEMENTS WHICH COULD LEAD TO LOSS OF BUSINESS MOMENTUM.
We depend,  to a large extent, on the abilities and participation of our current
management team, but have a particular reliance upon Nitin Karnik, the Company's
Chief  Executive  Officer and Simon  Westbrook,  our Company's  Chief  Financial
Officer.  The loss of the  services of Nitin Karnik or Simon  Westbrook  for any
reason may have a material  adverse  effect on our  business and  prospects.  We
cannot  assure you that their  services  will continue to be available to us, or
that we will be able to find a suitable  replacement  for either of them.  We do
not carry key man life insurance for any key personnel.

WE MAY NOT BE ABLE TO HIRE AND RETAIN QUALIFIED  PERSONNEL TO SUPPORT OUR GROWTH
AND IF WE ARE UNABLE TO RETAIN OR HIRE SUCH PERSONNEL IN THE FUTURE, OUR ABILITY
TO IMPROVE OUR PRODUCTS AND IMPLEMENT OUR BUSINESS OBJECTIVES COULD BE ADVERSELY
AFFECTED.
If one or more of our senior  executives  or other key  personnel  are unable or
unwilling to continue in their present positions,  we may not be able to replace
them easily or at all,  and our  business  may be  disrupted  and our  financial
condition and results of operations  may be materially  and adversely  affected.
Competition for senior  management and senior  technology  personnel is intense,
the pool of  qualified  candidates  is very  limited,  and we may not be able to
retain the services of our senior executives or senior technology personnel,  or
attract and retain high-quality senior executives or senior technology personnel
in the future.  Considering  our current cash position,  we do not have adequate

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<PAGE>
cash resources to hire and retain key personnel  should our current efforts fail
to raise adequate  funding.  Such failure could  materially and adversely affect
our future growth and financial condition.

WE HAVE ISSUED  CONVERTIBLE  NOTES WHICH COME DUE FOR  CONVERSION  OR  REPAYMENT
BASED ON A VARIABLE  AVERAGE  SHARE  PRICE AT THAT TIME,  AND  SHAREHOLDERS  MAY
SUFFER  SIGNIFICANT  DILUTION  IF OUR STOCK  PRICE IS THEN LOW.
The Company has issued  convertible  notes ("Notes") in the aggregate  principal
amount of $293,000 carrying interest at 8% per annum. The Notes can be converted
at the  noteholder's  option any time after six months  from the  issuance  date
based on 62.5% of the  average of the lowest  three  closing bid prices over the
ten  days  preceding  the  conversion  date.  We have  experienced  considerable
volatility  in our share  price and if the share  price  falls in advance of the
conversion date,  investors could suffer significant dilution when the Notes are
converted  into shares of common  stock.  As of June 30,  2011,  the Company has
converted $153,000 of the Notes into 1,286, 586 shares of common stock and would
require an additional  1,117,305 shares to convert the remaining  $92,500 of the
Notes as of June 30, 2011.

WE ARE RESPONSIBLE FOR THE  INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS AND IN
THE EVENT OF CLAIMS NOT COVERED BY OUR DIRECTORS AND OFFICERS INSURANCE,  WE MAY
HAVE TO SPEND OUR LIMITED  RESOURCES ON LEGAL FEES  DIVERTING  CASH FROM FUNDING
BUSINESS OPERATING EXPENSES AND WORKING CAPITAL.
Our  Bylaws  provide  for  the  indemnification  of  our  directors,   officers,
employees,  and agents, under certain circumstances,  against costs and expenses
incurred by them in any  litigation  to which they become a party  arising  from
their  association  with or  activities on our behalf.  Consequently,  we may be
required to expend substantial funds to satisfy these indemnity obligations.

THE COMPANY IS PLANNING ON DOING A  SIGNIFICANT  PORTION OF ITS  BUSINESS IN THE
PEOPLE'S  REPUBLIC OF CHINA  ("PRC").  GIVEN A HISTORY OF POLITICAL AND ECONOMIC
INSTABILITY,  IT IS POSSIBLE THAT  MEASURES  BEYOND OUR CONTROL COULD AFFECT OUR
OWNERSHIP OF ASSETS,  ABILITY TO DO  BUSINESS,  ACQUIRE  NECESSARY  LICENSES AND
PERMITS,  COMPLY WITH IMPORT LEGISLATION AND DUTIES,  REMIT PROFITS, OR IN OTHER
WAYS ADVERSELY AFFECT OUR  PROFITABILITY,  OR ABILITY TO CONTINUE TO DO BUSINESS
IN THIS MARKET.
The PRC is passing  from a planned  economy  to a market  economy.  The  Chinese
government has confirmed that economic development will follow a model of market
economy under  socialism.  While the PRC government has pursued economic reforms
since its adoption of the  open-door  policy in 1978, a large portion of the PRC
economy is still  operating under five-year plans and annual state plans adopted
by the government that set down national  economic  development  goals.  Through
these plans and other economic  measures,  such as control on foreign  exchange,
taxation and  restrictions  on foreign  participation  in the domestic market of
various  industries,  the PRC government exerts considerable direct and indirect
influence on the  economy.  Many of the economic  reforms are  unprecedented  or
experimental  for the  PRC  government,  and  are  expected  to be  refined  and
improved. Other political,  economic and social factors can also lead to further
re-adjustment of such reforms.  This refining and re-adjustment  process may not
necessarily  have  a  positive  effect  on our  operations  or  future  business
development.  Our operating results may be adversely  affected by changes in the
PRC's  economic and social  conditions  as well as by changes in the policies of
the PRC government, which we may not be able to foresee, such as changes in laws
and regulations (or the official interpretation thereof),  measures which may be
introduced to control inflation,  changes in the rate or method of taxation, and
imposition of additional restrictions on currency conversion.

THE RECENT NATURE AND UNCERTAIN  APPLICATION  OF MANY PRC LAWS  APPLICABLE TO US
CREATE AN UNCERTAIN AND POTENTIALLY  ADVERSE ENVIRONMENT FOR BUSINESS OPERATIONS
AND THEY  COULD  HAVE A  NEGATIVE  EFFECT ON OUR  ABILITY  TO SELL OUR  PRODUCTS
PROFITABLY IN THE PRC MARKET.
The PRC legal system is a civil law system.  Unlike the common law system,  such
as the legal system used in the United States,  the civil law system is based on
written  statutes in which decided legal cases have little value as  precedents.
In 1979,  the PRC began to  promulgate  a  comprehensive  system of laws and has
since  introduced  many laws and  regulations  to provide  general  guidance  on
economic and business  practices in the PRC and to regulate foreign  investment.
Progress has been made in the promulgation of laws and regulations  dealing with
economic  matters  such  as  corporate  organization  and  governance,   foreign

                                       25
<PAGE>
investment,  commerce, taxation and trade. The promulgation of new laws, changes
of existing laws and the abrogation of local  regulations by national laws could
have a negative impact on our business and business prospects.  In addition,  as
these laws,  regulations and legal  requirements  are relatively  recent,  their
interpretation and enforcement involve significant uncertainty.

IF  RELATIONS  BETWEEN  THE  UNITED  STATES  AND  CHINA  WORSEN,  INVESTORS  MAY
ANTICIPATE FUTURE ECONOMIC TRADE  RESTRICTIONS OR OTHER  DIFFICULTIES AND DECIDE
TO SELL OR AVOID BUYING SHARES OF COMPANIES  OPERATING IN PRC. THIS WOULD LIKELY
LEAD TO A DECLINE IN OUR STOCK PRICE AND WE MAY HAVE  DIFFICULTY  ACCESSING  THE
U.S. CAPITAL MARKETS.
At various  times  during  recent  years,  the United  States and China have had
disagreements over political and economic issues. Controversies may arise in the
future between these two countries. Any political or trade controversies between
the  United  States and China  could  adversely  affect the market  price of our
common stock and our ability to access U.S. capital markets.

GOVERNMENTAL  CONTROL OF  CURRENCY  CONVERSION  MAY  AFFECT THE DOLLAR  VALUE OF
REVENUES EARNED IN PRC, AND THE REALISED VALUE OF REMITTANCES WHICH COULD REDUCE
THE  PROFITABILITY  OF OUR  BUSINESS AND THE VALUE OF YOUR  INVESTMENT.
The PRC government  imposes controls on the  convertibility  of RMB ("RMB") into
foreign  currencies and, in certain cases, the remittance of currency out of the
PRC. Currently,  the RMB is not a freely convertible currency.  Shortages in the
availability  of foreign  currency may restrict our ability to remit  sufficient
foreign  currency  to pay  dividends,  or  otherwise  satisfy  foreign  currency
denominated  obligations.  Under  existing  PRC  foreign  exchange  regulations,
payments of current  account items,  including  profit  distributions,  interest
payments  and  expenditures  from  the  transaction,  can  be  made  in  foreign
currencies  without prior approval from the PRC State  Administration of Foreign
Exchange by complying with certain procedural  requirements.  However,  approval
from  appropriate  governmental  authorities  is  required  where  RMB  is to be
converted  into  foreign  currency  and  remitted  out of China  to pay  capital
expenses  such  as  the  repayment  of  loans  and  corporate  debt  obligations
denominated in foreign currencies.

The PRC government may also at its discretion  restrict  access in the future to
foreign  currencies for current account  transactions.  If the foreign  exchange
control system prevents us from obtaining sufficient foreign currency to satisfy
our currency demands,  we may not be able to pay certain of our expenses as they
come due.

THE  FLUCTUATION  OF THE RMB ("RMB") MAY  MATERIALLY  AND  ADVERSELY  AFFECT THE
DOLLAR VALUE OF REVENUES  EARNED IN PRC, AND THE REALISED  VALUE OF  REMITTANCES
WHICH  COULD  REDUCE THE  PROFITABILITY  OF OUR  BUSINESS  AND THE VALUE OF YOUR
INVESTMENT.
The value of the RMB against the U.S. dollar and other  currencies may fluctuate
and is affected  by,  among other  things,  changes in the PRC's  political  and
economic conditions.  Any significant  revaluation of the RMB may materially and
adversely affect our cash flows, revenues and financial condition.  For example,
to the extent that we need to convert U.S.  dollars into RMB for our operations,
appreciation  of the RMB against the U.S.  dollar could have a material  adverse
effect on our business, financial condition and results of operations.

Conversely,  if we decide to  convert  our RMB into U.S.  dollars  for  business
purposes  and the U.S.  dollar  appreciates  against  the RMB,  the U.S.  dollar
equivalent of the RMB we convert would be reduced. Any significant evaluation of
RMB may reduce  our  operation  costs in U.S.  dollars  but may also  reduce our
earnings in U.S.  dollars.  In addition,  the  depreciation of significant  U.S.
dollar denominated assets could result in a charge to our income statement and a
reduction in the value of these assets.

Commencing  from July 21, 2005,  China has adopted a managed  floating  exchange
rate  regime  based on market  demand and supply with  reference  to a basket of
currencies. The exchange rate of the US dollar against the RMB was adjusted from
approximately  RMB 8.28 per US dollar to approximately RMB 8.11 per US dollar on
July 21, 2005.  Since then, the PRC  administers and regulates the exchange rate
of the US dollar  against the RMB taking into account  demand and supply of RMB,
as well as domestic and foreign  economic  and  financial  conditions  and as of
December 31, 2010 stood at RMB 6.59.

                                       26
<PAGE>
In addition, there can be no assurance that we will be able to obtain sufficient
foreign exchange to pay dividends or satisfy other foreign exchange requirements
in the future and we currently do not intend to pay dividends.

PUBLIC  DISCLOSURE  REQUIREMENTS  AND  COMPLIANCE  WITH  CHANGING  REGULATION OF
CORPORATE  GOVERNANCE  POSE  CHALLENGES  FOR OUR  MANAGEMENT  TEAM AND RESULT IN
ADDITIONAL  EXPENSES AND COSTS WHICH MAY REDUCE THE FOCUS OF MANAGEMENT  AND THE
PROFITABALITY OF OUR COMPANY.
Changing laws,  regulations and standards  relating to corporate  governance and
public  disclosure,  including  the  Dodd-Frank  Wall Street Reform and Consumer
Protection  Act  and the  rules  and  regulations  promulgated  thereunder,  the
Sarbanes-Oxley  Act and SEC  regulations,  have created  uncertainty  for public
companies  and  significantly  increased  the costs and  risks  associated  with
accessing  the U.S.  public  markets.  Our  management  team will need to devote
significant  time and  financial  resources  to comply  with both  existing  and
evolving  standards for public  companies,  which will lead to increased general
and  administrative  expenses and a diversion of  management  time and attention
from revenue generating activities to compliance activities.

SHOULD  ONE OR MORE OF THE  FOREGOING  RISKS OR  UNCERTAINTIES  MATERIALIZE,  OR
SHOULD THE UNDERLYING  ASSUMPTIONS  PROVE  INCORRECT,  ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.

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

The Company has issued  1,846,339  and  562,618 of  fully-paid  shares of common
stock  during the six months  ended June 30,  2011 and year ended  December  31,
2010, as set out in the following table:

SUMMARY ISSUANCE OF COMMON STOCK

                               Six months
                                 ended           Year ended
                                June 30,         December 31,
                                  2011              2010                Total
                               ----------        ----------          ----------
# Shares
  Payment of consultants          400,000           417,000             817,000
  Purchase of assets              250,000                --             250,000
  Conversion of notes           1,140,968           145,618           1,286,586
  Payment of note interest         55,371                --              55,371
                               ----------        ----------          ----------
Total                           1,846,339           562,618           2,408,957
                               ==========        ==========          ==========

                               Six months
                                 ended           Year ended
                                June 30,         December 31,
                                  2011              2010                Total
                               ----------        ----------          ----------
Value of Shares
  Payment of consultants       $   64,000        $  503,999          $  567,999
  Purchase of assets               40,000                --              40,000
  Conversion of notes              30,000           123,000             153,000
  Payment of note interest          6,120                --               6,120
                               ----------        ----------          ----------
Total                          $  140,120        $  626,999          $  767,119
                               ==========        ==========          ==========

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED.

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<PAGE>
ITEM 5. OTHER INFORMATION.

There is no  information  with  respect to which  information  is not  otherwise
called for by this form.

ITEM 6. EXHIBITS.

                                                                 Exhibit Number
                                                                 --------------

Certification of Chief Executive Officer pursuant to                 31.1
 18 U.S.C.  1350, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to                 31.2
 18 U.S.C.  1350, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to                 32.1
 18 U.S.C.  1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to                 32.2
 18 U.S.C.  1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

Letter Agreement between Numerity  Corporation and IN                99.1
Media  Corporation  confirming rights for IN Media to
use Numerity's video library without charge

Letter Agreement between Numerity  Corporation and IN                99.2
Media Corporation  confirming Numerity's  commitment,
without charge,  to extend credit for a period of one
year and one day, subject to notice

                                       28
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

IN Media Corporation (Registrant)


/s/ Nitin Karnik                                           Date: August 15, 2011
-----------------------------------------------
Nitin Karnik
President, Chief Executive Officer and Director



/s/ Simon Westbrook                                        Date: August 15, 2011
-----------------------------------------------
Simon Westbrook
Chief Financial Officer


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