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 September 30, 2010

                        Commission File Number 333-146263


                              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 October 31, 2010, the  registrant  had 45,297,000  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                                              12
Item 3    Quantitative and Qualitative Disclosures About Market Risk         17
Item 4.   Controls and Procedures                                            17

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                  19
Item 1A.  Risk Factors                                                       19
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds        21
Item 3.   Defaults Upon Senior Securities                                    21
Item 4.   Removed and Reserved                                               21
Item 5    Other information                                                  22
Item 6.   Exhibits                                                           22

                                       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, 2009. 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 three months and nine months ended September 30, 2010
are not necessarily  indicative of the results that can be expected for the year
ending December 31, 2010.

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

<TABLE>
<CAPTION>

                                                                           September 30,         December 31,
                                                                               2010                 2009
                                                                           ------------         ------------
                                                                           (Unaudited)             Audited
<S>                                                                        <C>                  <C>
ASSETS

CURRENT ASSETS
  Cash                                                                     $        162         $         63
  Organizational costs                                                               --                1,970
  Prepaid expenses and license fees                                             401,250              415,000
                                                                           ------------         ------------

      TOTAL ASSETS                                                         $    401,412         $    417,033
                                                                           ============         ============

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts  payable                                                        $      6,632         $     21,816
  Accrued interest                                                                3,589                   --
  Consulting contract fees payable                                              892,000              895,000
  Loan from director                                                                 --               30,565
                                                                           ------------         ------------
      TOTAL CURRENT LIABILITIES                                                 902,221              947,381

CONVERTIBLE NOTE                                                                153,000                   --

STOCKHOLDERS' EQUITY
  75,000,000 shares common stock Authorized at $0.001/par value
   45,297,000 shares issued and outstanding at September 30, 2010                45,297               45,000
  Additional paid-in Capital                                                    642,203              245,000
  Deficit accumulated during the development stage                           (1,341,309)            (820,348)
                                                                           ------------         ------------
      TOTAL STOCKHOLDERS' EQUITY                                               (653,809)            (530,348)
                                                                           ------------         ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $    401,412         $    417,033
                                                                           ============         ============
</TABLE>


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

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

<TABLE>
<CAPTION>
                                                                                                             Inception
                                        Three Months     Three Months      Nine Months      Nine Months   October 27, 2008
                                           Ending           Ending           Ending           Ending          Through
                                        September 30,    September 30,    September 30,    September 30,    September 30,
                                            2010             2009             2010             2009             2010
                                        ------------     ------------     ------------     ------------     ------------
<S>                                     <C>              <C>              <C>              <C>              <C>
EXPENSES
  General & administrative              $    134,699     $      4,740     $    413,622     $     14,201     $  1,233,970
  Development expenses                       103,750               --          103,750               --          103,750
  Interest expense                             3,085               --            3,589               --            3,589
                                        ------------     ------------     ------------     ------------     ------------

NET (LOSS)                              $   (241,534)    $     (4,740)    $   (520,961)    $    (14,201)    $ (1,341,309)
                                        ============     ============     ============     ============     ============

Basic earnings (loss) per share         $      (0.01)    $      (0.00)    $      (0.01)    $      (0.00)
                                        ============     ============     ============     ============
Weighted average number of basic
 common shares outstanding                45,297,000       11,500,000       45,066,000       11,500,000
                                        ============     ============     ============     ============

Fully diluted earnings (loss)
 per share                              $      (0.01)    $      (0.00)    $      (0.01)    $      (0.00)
                                        ============     ============     ============     ============
Weighted average number of fully
 diluted common shares outstanding        45,563,899       11,500,000       45,119,016       11,500,000
                                        ============     ============     ============     ============
</TABLE>


         The accompanying footnotes notes 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
                                                                      Nine Months       Nine Months      October 27, 2008
                                                                         Ended             Ended             Through
                                                                      September 30,    September 30,      September 30,
                                                                         2010              2009               2010
                                                                      ----------        ----------       --------------
<S>                                                                   <C>               <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                            $ (520,961)       $  (14,201)      $(1,341,309.28)
  Adjustments to reconcile net income to net cash
   used in operating activities
     Stock issued to consultants in lieu of cash                         397,500                --             (397,500)
     Amortization of prepaid maintenance expense                         103,750                --              103,750
     Foregivness of director's loan                                      (30,565)               --              (30,565)
     Accrual of interest in notes payable                                  3,589                --                3,589
     Write off of organization expenses                                    1,970                --                   --
     Issuance of stock on merger                                              --                --            1,120,000
  (Increase ) decrease in operating assets
  Prepaid expenses and license fees                                      (90,000)               --             (505,000)
  Increase (decrease) in operating liabilities
     Accounts payable                                                    (15,184)            5,100                6,632
     Consulting fees payable                                              (3,000)               --              892,000
     Loan from director                                                       --             4,995               30,565
                                                                      ----------        ----------       --------------
           Total cash provided by (used in) operating activities      $ (152,901)       $   (4,106)      $     (117,838)
                                                                      ----------        ----------       --------------
CASH FLOW FROM INVESTING ACTIVITIES

           Total cash provided by (used in) investing activities      $       --        $       --       $           --
                                                                      ----------        ----------       --------------
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                      --                --              (35,000)
  Sale of convertible notes                                              153,000                --              153,000
                                                                      ----------        ----------       --------------
           Total cash provided by (used in) financing activities      $  153,000        $       --       $      118,000
                                                                      ----------        ----------       --------------
Net increase (decrease) in cash                                               99            (4,106)                 162

Cash at beginning of period                                                   63             4,803                   --
                                                                      ----------        ----------       --------------

Cash at end of period                                                 $      162        $      697       $          162
                                                                      ==========        ==========       ==============
Supplemental Cash Flow Information:
  Interest Paid                                                               --                --                   --
                                                                      ==========        ==========       ==============

  Taxes Paid                                                                  --                --                   --
                                                                      ==========        ==========       ==============
</TABLE>


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

                                       6
<PAGE>
                              IN MEDIA CORPORATION
           NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS AND NINE
                    MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
                                   (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 through  September  30,  2010.  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 at September 30, 2010, the Company had accumulated a loss
from operations of $1.3 million and has earned no revenues since inception,  and
our liabilities exceed our assets by over $650,000.  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, 2010.

As of October 31, 2010, we have received  purchase orders for  approximately  $5
million of our hardware  products to be shipped  over the next twelve  months to
customers in India and Sri Lankar.  We will not be able to fulfill  these 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 no
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 two purchase orders from two separate  customers.
Our customers  have agreed to work with us while we seek and finalize  financing
arrangements to fund these orders, however, 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 orders may be  cancelled  or diverted to other
providers of IP TV equipment.

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 its current  debt  obligations.
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.

                                       7
<PAGE>
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
September 30, 2010. 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 September 30, 2010 and December 31, 2009.

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.  Basic and
diluted loss per share was the same at the reporting  dates, as the diluted loss
would be anti-dilutive.

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

                                       8
<PAGE>
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) 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 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 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 corporation is sought.

On June 8 and  July  27,  2010,  the  Company  issued  Convertible  Notes in the
principal  amounts of $100,000 and $53,000,  due for  repayment on March 8, 2011
and April 29, 2011, respectively, both carrying interest at 8% per annum,. As at
September  30, 2010,  the Company has reserved  1,281,112  common shares for the
conversion  of the  note in  accordance  with the  terms  of the  note  purchase
agreement.

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.

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 September 30, 2010, the Company has issued
the following shares:

     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.

     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.

     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.

     A total of 297,000 common stock shares to certain  officers,  directors and
     consultants under the Company's 2010 Stock Grant and Option Plan as payment
     for services provided.

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.

                                       9
<PAGE>
5. NOTES PAYABLE

On June 8 and  July  27,  2010,  the  Company  issued  Convertible  Notes in the
principal  amounts of $100,000 and $53,000,  due for  repayment on March 8, 2011
and April 29, 2011, respectively, both carrying interest at 8% per annum,. As at
September  30, 2010,  the Company has reserved  1,281,112  common shares for the
conversion  of the  note in  accordance  with the  terms  of the  note  purchase
agreement. There are no warrants attached to the note.

6. INCOME TAXES

The Company has incurred  operating losses of $1,341,309,  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:
                                                                 Septemeber 30,
                                                                     2010
                                                                  -----------
Future income tax assets:
  Net operating loss from inception (October 27, 2008
   to September 30, 2010)                                         $ 1,341,309
  Statutory tax rate (combined federal and state)                          34%
                                                                  -----------
  Non-capital tax loss                                                456,045

  Valuation allowance                                                (456,048)
                                                                  -----------
                                                                  $        --
                                                                  ===========

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 carryforwards 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

Between  inception  and  December  31,  2009 one of our  directors,  Mr  Chavez,
provided  and billed for services  which were accrued but not paid.  The balance
due to Mr  Chavez  was  $30,565  on  December  31,  2009.  The  balance  due was
subsequently waived and written off as at March 31, 2010.

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, 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  maintenance  dues,  and an
extension of credit  until the earlier of three  months  after first  commercial
shipment,  or June 30, 2011.  The amendment was 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 have contracted the
provision of executive,  administration and business development services and to
whom we are committed to pay contract service fees of $40,000 per month. On July
1, 2010, the Company  agreed to amend that Service  agreement such that the next

                                       10
<PAGE>
$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 of  contract  service  fees  currently  due to
Numerity  on a  rolling  quarterly  basis,  subject  to  mutual  agreement.  The
amendment was authorized by Mr Danny Mabey, an independent board director.

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.

                                       11
<PAGE>
As used in this quarterly report,  "we", "us",  "our", "In Media",  "Company" or
"our  company"  refers to In Media  Corporation,  unless  the  context  requires
otherwise.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Management's   Discussion  and  Analysis   contains   various  "forward  looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-Q, including, without limitation, statements related to anticipated
cash  flow  sources  and  uses,   and  words   including   but  not  limited  to
"anticipates",  "believes",  "plans", "expects", "future" and similar statements
or  expressions,   identify  forward  looking  statements.  Any  forward-looking
statements  herein  are  subject  to  certain  risks  and  uncertainties  in the
Company's business and any changes in current accounting rules, all of which may
be beyond the  control  of the  Company.  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, 2009.

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
September 30, 2010. Our fiscal year end is December 31.

BUSINESS

With our registered office 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 services. 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  channel providers such as Comcast, AT&T, DirecTV, and
governmental organizations,  content owners such as publishers,  movie and video
game owners, and other premium content databases 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 IP TV 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

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<PAGE>
     *    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

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 isa potential IP TV viewer.
Although we have focussed our efforts on developing  business  opportunities  in
China, the demand is universal, and we have recently received our first purchase
orders for  approximately $5 million of our hardware products from India and Sri
Lankar and  provided we can solve the problems of  financing  production  of the
inventory we need to fulfill these orders, and commence commercial shipment,  we
expect to move beyond our development stage into a full operational stage within
the next two quarters.

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 October  31,  2010 we are  currently  offering a choice of three  hardware
devices:

IPTV SET TOP  BOX(IPSTB):  The IPSTB enables a user to access video contant such
as movies,  videos,  games, and eductational 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 the  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 web surfing,  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.
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 IP TV for
a  cumulative  cost of less than $1.5  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.  As of October 31, 2010 we have  received our first
purchase  order for our  products,  and  provided  we can solve the  problems of
financing  production  of the  inventory we need to fulfill  these  orders,  and
commence  commercial  shipment,  we expect to more beyond our development  stage
into a full  operational  stage  within  the next two  quarters.  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.  To date we have not
invested in any fixed assets, design, test, or production equipment, and have no
capital commitments to do so!

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<PAGE>
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 have
not yet  generated any revenues  while we have  incurred  $1,341,309 in expenses
since  inception  through  September  30, 2010.  As of October 31, 2010, we have
received  purchase orders for  approximately $5 million of our hardware products
to be shipped over the next twelve  months to customers in India and Sri Lankar.
We will not be able to fulfill  these 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 at least $500,000 to secure the first
delivery under these orders.  Our customers have agreed to work with us while we
seek and finalize financing  arrangements to fund these orders,  however,  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 orders may
be cancelled or diverted to other providers of IP TV equipment.

We incurred $134,699 and $4,740 in general administrative expenses for the three
months ended September 30, 2010 and 2009, respectively. These costs consisted of
sub-contracted  general and  administrative,  engineering  designs and  business
development expenses. Additionally, we incurred $103,750 of software maintenance
expenses in connection with our IP TV operating  platform license in the current
September  quarter.  We also incurred $3,085 of interest expense on the $153,000
of convertible notes issued on June 8 and July 27, 2010.

The following  table  provides  selected  financial data about our company as at
September 30, 2010.

               Balance Sheet Data:                 September 30, 2010
               -------------------                 ------------------
               Cash                                    $     162
               Total assets                            $ 401,412
               Total liabilities                       $ 917,521
               Shareholders' equity (deficit)          $(653,809)

LIQUIDITY AND CAPITAL RESOURCES

Our cash  balance at September  30, 2010 was $162.  During the nine months ended
September 30, 2010 the Company used $152,901 in operating  activities  which was
funded  principally  by the  issuance of $153,000 of  convertible  notes.  Since
inception, $35,000 has been raised through the issuance of our common stock.

We are a  development  stage  company  and have  generated  no  revenue to date.
Although we have managed to raise $35,000  through the issuance of common stock,
secured  advances from  directors and officers of the Company,  obtain  extended

                                       14
<PAGE>
credit from related  parties in  connection  with services  provided,  and raise
funding  from the  issuance of  convertible  notes,  aggregating  $150,000 as of
September 30, 2010, 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
temporarily  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 is now traded on the
"pink sheet" exchange rather than on the Bulletin Board, and this may hamper our
ability  to raise  additional  note  financing  from our  current  note  finance
partner.  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

                                       15
<PAGE>
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
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

                                       16
<PAGE>
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.

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

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms and that such information
is  accumulated  and  communicated  to our  Chief  Executive  Officer  and Chief
Financial  Officer,  as  appropriate,  to allow for timely  decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognizes that any controls and procedures,  no matter
how well  designed  and  operated,  can provide  only  reasonable  assurance  of
achieving the desired  control  objectives,  and management is required to apply
its judgment in evaluating the  cost-benefit  relationship of possible  controls
and procedures.  Our disclosure controls and procedures were designed to provide
reasonable   assurance  that  the  controls  and  procedures  would  meet  their
objectives.  As required by SEC Rule 13a-15(b),  our Chief Executive Officer and
Chief Financial  Officer carried out an evaluation of the  effectiveness  of the
design and operation of our disclosure  controls and procedures as of the end of
the period covered by this report.  Based on the foregoing,  our Chief Executive
Officer and Chief Financial Officer  concluded that our disclosure  controls and
procedures were effective at the reasonable assurance level.

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

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<PAGE>
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 September 30, 2010.  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
September 30, 2010. 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, 2009.

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<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, 2009, including but not limited, to the following:

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION

Our shares are subject to the  provisions of Section 15(g) and Rule 15g-9 of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  commonly
referred  to as the  "penny  stock"  rule.  Section  15(g)  sets  forth  certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the  definition  of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission  generally defines penny stock to be any equity security that has
a market price less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides that any equity security is considered to be penny stock unless
that  security  is:  registered  and  traded on a national  securities  exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
the NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  Since our  shares are  deemed to be "penny  stock",  trading in the
shares  will  be  subject  to  additional   sales   practice   requirements   on
broker/dealers who sell penny stock to persons other than established  customers
and accredited investors.

FINRA SALES PRACTICE  REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In addition to the "penny stock" rules described above,  the Financial  Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer,  a broker-dealer  must have reasonable  grounds for
believing  that  the  investment  is  suitable  for  that  customer.   Prior  to
recommending  speculative  low  priced  securities  to  their  non-institutional
customers,  broker-dealers  must make reasonable  efforts to obtain  information
about the customer's  financial status,  tax status,  investment  objectives and
other  information.  Under  interpretations  of these rules, FINRA believes that
there is a high probability  that speculative low priced  securities will not be
suitable for at least some customers.  FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your  ability to buy and sell our stock and have an adverse  effect on
the market for our shares.

WE MAY NOT HAVE  ACCESS  TO  SUFFICIENT  CAPITAL  TO  PURSUE  OUR  BUSINESS  AND
THEREFORE WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH.

We intend to pursue a growth  strategy that includes  development of the Company
business and technology. Currently we have limited capital which is insufficient
to pursue our plans for  development  and growth.  Our ability to implement  our
growth plans will depend primarily on our ability to obtain  additional  private
or public equity or debt financing. We are currently seeking additional capital.
Such  financing  may not be  available at all, or we may be unable to locate and
secure additional capital on terms and conditions that are acceptable to us. Our
failure to obtain additional  capital will have a material adverse effect on our
business.

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<PAGE>
NEVADA LAW AND OUR ARTICLES OF INCORPORATION  PROTECT OUR DIRECTORS FROM CERTAIN
TYPES OF LAWSUITS,  WHICH COULD MAKE IT DIFFICULT FOR US TO RECOVER DAMAGES FROM
THEM IN THE EVENT OF A LAWSUIT.

Nevada law provides that our  directors  will not be liable to our company or to
our  stockholders  for monetary  damages for all but certain types of conduct as
directors.  Our Articles of Incorporation  require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
directors caused by their negligence, poor judgment or other circumstances.  The
indemnification  provisions  may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.

THE  NOTES  TO OUR  FINANCIAL  STATEMENTS  CONTAINS  EXPLANATORY  LANGUAGE  THAT
SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Note  2  to  our  financial   statements  contains   explanatory  language  that
substantial  doubt exists about our ability to continue as a going  concern.  We
depend  on  the  continued  contributions  of our  executive  officers  to  work
effectively  as a team,  to  execute  our  business  strategy  and to manage our
business. The loss of key personnel, or their failure to work effectively, could
have a material adverse effect on our business, financial condition, and results
of operations.  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.

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.

Pursuant to Section 404 of the  Sarbanes-Oxley  Act and current SEC regulations,
beginning  with our  annual  report on Form 10-K for our  fiscal  period  ending
December 31, 2009,  we are required to prepare  assessments  regarding  internal
controls over  financial  reporting and beginning with our annual report on Form
10-K for our fiscal  period  ending  December 31, 2009,  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

                                       20
<PAGE>
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.

COMPLIANCE  WITH  CHANGING   REGULATION  OF  CORPORATE   GOVERNANCE  AND  PUBLIC
DISCLOSURE  WILL  RESULT IN  ADDITIONAL  EXPENSES  AND POSE  CHALLENGES  FOR OUR
MANAGEMENT TEAM.

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.

RISK  OF  SIGNIFICANT  DILUTION  TO  SHAREHOLDERS  ARISING  FROM  CONVERSION  OF
CONVERTIBLE NOTE AT MATURITY

On June 8 and July 27,  2010 we raised  $100,000  and  $53,000  from the sale of
convertible notes, due March 8 and April 29, 2011, respectively.  The conversion
price of the note is based on 62.5% of the average of lowest three prices in the
ten business days  preceding the  conversion  date. We cannot  control our share
price and if the  price of our  stock  falls  substantially  shareholders  could
suffer significant dilution at maturity.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

                                       21
<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


                                       22
<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: November 12, 2010
-----------------------------------------------
Nitin Karnik
President, Chief Executive Officer and Director



/s/ Simon Westbrook                                      Date: November 12, 2010
-----------------------------------------------
Simon Westbrook
Chief Financial Officer

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