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 March 31, 2011

                        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 March 31, 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         18
Item 4.   Controls and Procedures                                            18

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                                                  27
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 three months ended March 31, 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
                                    Unaudited

<TABLE>
<CAPTION>
                                                                           March 31, 2011      December 31, 2010
                                                                           --------------      -----------------
<S>                                                                         <C>                   <C>
ASSETS

CURRENT ASSETS
  Cash                                                                      $    53,759           $        62
  Prepaid expenses and license fees                                             103,750               207,500
                                                                            -----------           -----------
                                                                                157,509               207,562

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

TOTAL ASSETS                                                                $   197,509           $   207,562
                                                                            ===========           ===========

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts  payable                                                         $    38,065           $    48,479
  Accrued interest                                                                3,036                 6,715
  Advances and deposits received from customers                                  47,650                    --
  Consulting contract fees payable                                              471,000               467,000
  Loan from director                                                                 --                 2,100
                                                                            -----------           -----------
TOTAL CURRENT  LIABILITIES                                                      559,751               524,294

LONG TERM LIABILITIES
  Convertible Note                                                               90,000               170,500
  Contract Amounts payable to Numerity                                          477,648               485,548

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 March 31, 2011 and December 31,  2010, respectively                        47,409                45,563
  Additional paid-in Capital                                                    903,484               671,937
  Deficit accumulated during the development stage                           (1,880,783)           (1,690,280)
                                                                            -----------           -----------
TOTAL STOCKHOLDERS' EQUITY                                                     (929,890)             (972,780)
                                                                            -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $   197,509           $   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         October 27, 2008
                                                    Ended                  Ended                 Through
                                                   March 31,              March 31,              March 31,
                                                     2011                   2010                   2011
                                                 ------------           ------------           ------------
<S>                                              <C>                    <C>                    <C>
EXPENSES
  General & administrative                       $     20,038           $     66,420           $  1,292,853
  Development expenses                                167,750                     --                578,500
  Interest expense                                      2,715                     --                  9,430
                                                 ------------           ------------           ------------

NET (LOSS)                                       $   (190,503)          $    (66,420)          $ (1,880,783)
                                                 ============           ============           ============

Basic earnings (loss) per share                  $      (0.00)          $      (0.00)
                                                 ============           ============
Weighted average number of basic
 common shares outstanding                         46,481,371             45,000,000
                                                 ============           ============

Fully diluted earnings (loss) per share          $      (0.00)          $      (0.00)
                                                 ============           ============
Weighted average number of fully
 diluted common shares outstanding                 47,793,537             45,000,000
                                                 ============           ============
</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
                                                                    Three months       Three months     October 27, 2008
                                                                       Ended              Ended             Through
                                                                      March 31,          March 31,          March 31,
                                                                        2011               2010               2011
                                                                    ------------       ------------       ------------
<S>                                                                 <C>                <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                          $   (190,503)      $    (66,420)      $ (1,880,783)
  Adjustments to reconcile net income to net
   cash used in operating activities
     Stock issued to consultants in lieu of cash                          64,000                 --            461,500
     Amortization of prepaid maintenance expense                         103,750            116,850           (103,750)
     Foregivness of director's loan                                           --            (30,565)                --
     Accrual of interest in notes payable                                  2,715              9,430
     Write off of organization expenses                                       --              1,970                 --
  Increase (decrease) in operating liabilities
     Accounts payable                                                    (10,415)           (21,816)            38,064
     Consulting fees payable                                              (3,900)                --            948,648
     Advances and deposits from customers                                 47,650                 --             47,650
     Loan from director                                                   (2,100)                --                 --
                                                                    ------------       ------------       ------------
          Total cash provided by (used in) operating activities           11,197                 19           (479,241)
                                                                    ------------       ------------       ------------
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
  Sale of convertible notes                                               42,500            243,000
                                                                    ------------       ------------       ------------
          Total cash provided by (used in) financing activities           42,500                 --            533,000
                                                                    ------------       ------------       ------------

Net increase (decrease) in cash                                           53,697                 19             53,759

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

Cash at end of period                                               $     53,759       $         82       $     53,759
                                                                    ============       ============       ============

Supplemental Cash Flow Information:
  Interest Paid                                                               --                 --                 --
                                                                    ============       ============       ============
  Taxes Paid                                                                  --                 --                 --
                                                                    ============       ============       ============
</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 ENDED
                            MARCH 31, 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  through  December  31,  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 of March 31, 2011,  the Company had  accumulated  a loss
from operations of $1.9 million and has earned no revenues since inception,  and
our liabilities exceed our assets by approximately $930,000. 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, 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 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 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 second 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
December 31, 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 March 31, 2010 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 $42,500 and $200,500 in  convertible  debt during the
three  months   ended  March  31,  2011  and  year  ended   December  31,  2010,
respectively.  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 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 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  to March 31,  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 March 31, 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:

SUMMARY ISSUANCE OF COMMON STOCK

                              Three months       Year ended
                                 ended              ended
                                March 31,        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
                               ==========        ==========          ==========

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.

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
                  --------          ---------       ------          -------
                  $243,000          $(153,000)      $   --          $90,000
                  ========          =========       ======          =======

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 March 31, 2011, $153,000 of the
Notes, and $6,120 of related interest thereon, had been converted into 1,341,957
shares of common stock, and the Company has reserved  2,679,448 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.

                                       10
<PAGE>
6. INCOME TAXES

The Company has incurred  operating losses of $1,880,783,  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 March 31, 2011)                                $ 1,880,783
  Statutory tax rate (combined federal and state)                       39.0%
  Non-capital tax loss                                               733,505
  Valuation allowance                                               (733,505)
                                                                 -----------
                                                                 $        --
                                                                 ===========

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 3011.

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  contracted  the
provision of executive,  administration and business development services 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 both  authorized  by Mr. Danny Mabey,  an
independent  board  director.  The  balance due to Numerity at March 31, 2011 is
$471,000.

                                       11
<PAGE>
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.

                                       12
<PAGE>
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, 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
March 31, 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 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 March 31,  2011,  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. 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 IP TV for a cumulative
cost of less than $1.9  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!

                                       14
<PAGE>
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 second quarter of 2011.

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  $1,880,783 in expenses
since  inception  through  March 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 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,

                                       15
<PAGE>
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 second quarter of 2011.

We incurred $20,038 and $66,420 in general administrative expenses for the three
months  ended March 31, 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 decrease of 27.7%
over the same  period in 2010 was  principally  due to changes in the  Company's
service  agreement with Numerity which  commenced  effective as of March 1, 2010
with  $40,000  being  charged  to the  Company in that  quarter.  As a result of
changes agreed  effective  January 1, 2011,  Numerity  discontinued  billing the
$40,000  per month  service  charge and  agreed to bill only for actual  cost of
goods and  services  provided,  which  amounted to $0 in the three  months ended
March 31, 2011.

Additionally,  we incurred $167,750 and $0 of development  expenses in the three
months ended March 31, 2011 and 2010,  respectively.  Of this  amount,  $103,750
related to a software  license and maintenance  agreement,  which was prepaid to
Numerity Corporation in the second half of 2009, and which started amortizing in
the third quarter of 2010.  The residual  $64,000 was the expense of engineering
design  consulting  fees paid in the three  months  ended March 2011 through the
issuance of 400,000 shares of common stock.

Interest  expense amounted to $2,715 and $0 for the three months ended March 31,
2011 and 2010,  respectively.  The  interest  was accrued on  convertible  notes
issued  starting in June 2010.  There were no notes  outstanding  in the quarter
ended March 31, 2010, therefore there was no interest in that quarter.

The following  table  provides  selected  financial data about our company as at
March 31, 2011.

              Balance Sheet Data:

              Cash                                    $    53,759
              Total assets                            $   197,509
              Total liabilities                       $ 1,127,399
              Shareholders' equity (deficit)          $  (929,890)

LIQUIDITY AND CAPITAL RESOURCES

Our cash  balance at March 31, 2011 was  $53,759.  During the three months ended
March 31, 2011,  the Company  generated  $53,697 in cash, of which $11,197 arose
from operating  activities and $42,500 from the sale of convertible notes. 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 the Company,  obtained  extended
credit from related  parties in connection  with services  provided,  and raised
funding from the issuance of convertible notes, aggregating $243,000 as of March
31, 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
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

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<PAGE>
and completing the required  approval with FINRA, our stock is now listed on the
OTCQB exchange  rather than on the OTC Bulletin  Board,  and this may hamper our
ability to raise additional note financing from our current note finance partner
or other potential  investors.  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
equity,  and  purchases  or sales of equity  interests  that do not  result in a

                                       17
<PAGE>
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.

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.

                                       18
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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
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
March 31, 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. 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  acceptance of our product and
numerous  other  factors  beyond  our  control,  including,  but not  limited to

                                       20
<PAGE>
development of our sales channels,  competitive features and pricing compared to
our  competitors  in 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 meaning of Rule 144 under the Securities
Act of 1933, as amended.  As restricted shares,  these shares may be resold only

                                       21
<PAGE>
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.

THEIR 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,  or Pink Sheet,  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 cash  resources to hire and retain key  personnel  should our

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<PAGE>
current offering 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 $243,000
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 March 31, 2011, the Company has converted $153,000
of the  Notes  into  1,286,  586  shares of common  stock and would  require  an
additional  895,149  shares to convert the remaining  $90,000 of the Notes as of
March 31, 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 PROFFITABILITY,  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

                                       25
<PAGE>
governance,  foreign 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 three  months ended March 31, 2011 and year ended  December 31,
2010, as set out in the following table.

SUMMARY ISSUANCE OF COMMON STOCK

                            Three months         Year ended
                               ended                ended
                              March 31,          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
                               ==========        ==========          ==========

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

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

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<PAGE>
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

                                       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: May 9, 2011
-----------------------------------------------
Nitin Karnik
President, Chief Executive Officer and Director



/s/ Simon Westbrook                                         Date: May 9, 2011
-----------------------------------------------
Simon Westbrook
Chief Financial Officer

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