U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2010

                        Commission File Number 333-143935


                               Ads In Motion, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                               4139 Corral Canyon
                                 Bonita CA 91902
          (Address of principal executive offices, including zip code)

                       (619) 200-6769 Fax: (619) 421-2653
                     (Telephone number, including area code)

                               Edward F. Myers III
                               ADS IN MOTION, INC.
                               4139 Corral Canyon
                                 Bonita CA 91902
                     Phone (619) 200-6769 Fax (619) 421-2653
            (Name, Address and Telephone Number of Agent for Service)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,530,000 shares as of December 22,
2010.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The quarterly unaudited financial statements for the three and six months ended
November 30, 2010, prepared by the company, immediately follow.



                                       2
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          As of              As of
                                                                       November 30,         May 31,
                                                                          2010               2010
                                                                        --------           --------
                                                                       (Unaudited)         (Audited)
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $     --           $     --
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                          --                 --

NET FIXED ASSETS                                                             377                510
                                                                        --------           --------

      TOTAL ASSETS                                                      $    377           $    510
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accrued Expense                                                       $     --           $    357
  Loan payable                                                            11,020              2,490
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                 11,020              2,847

      TOTAL LIABILITIES                                                   11,020              2,847

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($0.0001 par value, 20,000,000 shares
   authorized; no shares issued)                                              --                 --
  Common stock, ($0.0001 par value, 80,000,000 shares
   authorized; 9,530,000 shares issued and outstanding
   as of November 30, and May 31, 2010                                       953                953
  Additional paid-in capital                                               9,166              9,166
  Deficit accumulated during development stage                           (20,762)           (12,456)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                     (10,643)            (2,337)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $    377           $    510
                                                                        ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                      Statements of Operations (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     April 4, 2001
                                  Six Months       Six Months      Three Months     Three Months      (inception)
                                    Ended            Ended            Ended            Ended           through
                                  November 30,     November 30,     November 30,     November 30,     November 30,
                                     2010             2009             2010             2009             2010
                                  ----------       ----------       ----------       ----------       ----------
<S>                               <C>              <C>              <C>              <C>              <C>
REVENUES
  Revenues                        $       --       $       --       $       --       $       --       $       --
                                  ----------       ----------       ----------       ----------       ----------
TOTAL REVENUES                            --               --               --               --               --

OPERATING COSTS
  Depreciation                           133              134               67               67              959
  Administrative expenses              8,173            7,421            2,883            2,786           52,231
                                  ----------       ----------       ----------       ----------       ----------
TOTAL OPERATING COSTS                 (8,306)          (7,555)          (2,950)          (2,853)         (53,190)
                                  ----------       ----------       ----------       ----------       ----------
OTHER INCOME & (EXPENSES)
  Other income                            --               --               --               --              100
  Forgiveness                             --               --               --               --           34,565
  Interest expense                        --             (891)              --             (485)          (2,237)
                                  ----------       ----------       ----------       ----------       ----------
TOTAL OTHER INCOME & (EXPENSES)           --             (891)              --             (485)          32,428
                                  ----------       ----------       ----------       ----------       ----------

NET INCOME (LOSS)                 $   (8,306)      $   (8,446)      $   (2,950)      $   (3,338)      $  (20,762)
                                  ==========       ==========       ==========       ==========       ==========

BASIC EARNINGS PER SHARE          $    (0.00)      $    (0.00)           (0.00)           (0.00)
                                  ==========       ==========       ==========       ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING         9,530,000        9,530,000        9,530,000        9,530,000
                                  ==========       ==========       ==========       ==========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
            From April 4, 2001 (inception) through November 30, 2010
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                     Accumulated
                                                           Common      Additional      During
                                            Common         Stock        Paid-in      Development
                                            Stock          Amount       Capital         Stage          Total
                                            -----          ------       -------         -----          -----
<S>                                         <C>           <C>           <C>             <C>             <c>
BALANCE APRIL 4, 2001                             --       $   --       $    --       $      --       $      --

Net Loss, May 31, 2001                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2001                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2002                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2002                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2003                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2003                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2004                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2004                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2005                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2005                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash and
 services on December 7, 2005
 @ $.002 per share                           500,000           50            50                             100
Net Loss, May 31, 2006                                                                     (100)           (100)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2006                        500,000           50            50            (100)             --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash on May 9,
  2007 @ $.000625 per share                8,000,000          800         4,200                           5,000
Stock issued for services on May 9,
  2007 @ $.000625 per share                   30,000            3            16                              19
Net Loss, May 31, 2007                                                                      (41)            (41)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2007                      8,530,000          853         4,266            (141)          4,978
                                          ----------       ------       -------       ---------       ---------
Stock Issued for cash on August 27,
  2007 @ $.005 per share                   1,000,000          100         4,900                           5,000
Net Loss, May 31, 2008                                                                  (15,654)        (15,654)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2008                      9,530,000          953         9,166         (15,795)         (5,676)
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2009                                                                  (19,722)        (19,722)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2009                      9,530,000          953         9,166         (35,517)        (25,398)
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2010                                                                   23,061          23,061
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2010                      9,530,000          953         9,166         (12,456)         (2,337)
                                          ----------       ------       -------       ---------       ---------
Net Loss, Six months ended
 November 30, 2010                                                                       (8,306)         (8,306)
                                          ----------       ------       -------       ---------       ---------
BALANCE, NOVEMBER 30, 2010 (UNAUDITED)     9,530,000       $  953       $ 9,166       $ (20,762)      $ (10,643)
                                          ==========       ======       =======       =========       =========
</TABLE>

                        See Notes to Financial Statements

                                       5
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                       Statements of Cash Flow (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      April 4, 2001
                                                                 Six Months         Six Months         (inception)
                                                                   Ended              Ended              through
                                                                 November 30,       November 30,       November 30,
                                                                    2010               2009               2010
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $ (8,306)          $ (8,446)          $(20,762)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Depreciation                                                      133                133                959
     Common stock issued for services                                   --                 --                 69
  Changes in operating assets and liabilities:
     Increase (decrease) in accrued expenses                          (357)               871                 --
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (8,530)            (7,442)           (19,734)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                              --                 --             (1,336)
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --             (1,336)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in loan payable                                           8,530             11,020
  Increase in loan payable-long term                                    --              6,093                 --
  Issuance of common stock                                              --                 --                925
  Additional paid-in capital                                            --                 --              9,125
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        8,530              6,093             21,070
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                         --             (1,349)                --

CASH AT BEGINNING OF PERIOD                                             --              1,511                 --
                                                                  --------           --------           --------

CASH AT END OF PERIOD                                             $     --                162           $     --
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========

  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       6
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          November 30, 2010 (Unaudited)
--------------------------------------------------------------------------------

NOTE 1: ORGANIZATION AND DESCRIPTIONS OF BUSINESS

Ads In Motion,  Inc, (the Company) was incorporated  under the laws of the State
of  Delaware  on April 4, 2001.  The  Company  has  developed  the concept of an
advertising  service for businesses within a more-than-one story office building
to  display  promotional  advertising  on a TV  monitor  inside  the  building's
elevator.  The  Company is also  developing  advertising  on a mobile  van.  The
Company changed its name from Paradise Yoga Retreats Inc. to Ads In Motion, Inc.
on May 7, 2007.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market.

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a May 31, year-end.

INTERIM FINANCIAL STATEMENTS

The accompanying  interim unaudited  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions to Form 10-Q and Article 8 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In our opinion,  all  adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the six month  period  ended  November  30, 2010 are not
necessarily  indicative  of the results that may be expected for the year ending
May 31, 2011.  For further  information,  refer to the financial  statements and
footnotes thereto included in our Form 10-K Report for the fiscal year ended May
31, 2010.

B. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

C. PROPERTY AND EQUIPMENT

Property  and  equipment  are stated at cost.  Equipment  and fixtures are being
depreciated  using the  straight-line  method over the estimated  asset lives, 5
year.

D. INCOME TAXES

Income taxes are provided in accordance with  Codifications  topic 740,  "Income
Taxes",  which  requires  an asset  and  liability  approach  for the  financial
accounting and reporting of income taxes.  Current income tax expense  (benefit)
is the  amount of income  taxes  expected  to be  payable  (receivable)  for the
current  year. A deferred  tax asset  and/or  liability is computed for both the
expected  future impact of differences  between the financial  statement and tax
bases of assets and  liabilities  and for the expected  future tax benefit to be
derived from tax loss and tax credit carry forwards. Deferred income tax expense
is generally the net change during the year in the deferred income tax asset and
liability.  Valuation  allowances  are  established  when  necessary  to  reduce
deferred tax assets to the amount expected to be "more likely than not" realized
in future tax returns.  Tax rate changes and changes in tax law are reflected in
income in the period such changes are enacted.

                                       7
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          November 30, 2010 (Unaudited)
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES (CONTINUED)

E. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  ("GAAP")  requires  management to make
estimates  and  assumptions  that affect (i) the reported  amounts of assets and
liabilities,  (ii) the disclosure of contingent  assets and liabilities known to
exist as of the date the  financial  statements  are  published,  and  (iii) the
reported  amount  of net  sales  and  expenses  recognized  during  the  periods
presented. Adjustments made with respect to the use of estimates often relate to
improved  information not previously  available.  Uncertainties  with respect to
such  estimates and  assumptions  are inherent in the  preparation  of financial
statements; accordingly, actual results could differ from these estimates. These
estimates and assumptions  also affect the reported  amounts of revenues,  costs
and expenses during the reporting period.  Management  evaluates these estimates
and  assumptions  on a regular  basis.  Actual  results  could differ from those
estimates.

F. PER SHARE INFORMATION

Net loss per share is  calculated in accordance  with  Codifications  topic 260,
"Earnings Per Share" for the periods presented. Basic income (loss) per share is
computed by dividing net income (loss)  available to common  shareholders by the
weighted  average  number of common  shares  outstanding  during  the  reporting
period.  Diluted  earnings per share reflects the potential  dilution that could
occur if stock options,  warrants,  and other  commitments to issue common stock
were  exercised or equity awards vest  resulting in the issuance of common stock
that could share in the earnings of the  Company.  Diluted loss per share is the
same as basic loss per share, because the effects of the additional  securities,
a result of the net loss would be anti-dilutive.

G. STOCK-BASED COMPENSATION

We follow ASC 718-10, "Stock  Compensation",  which addresses the accounting for
transactions  in which an entity  exchanges its equity  instruments for goods or
services,  with a  primary  focus on  transactions  in which an  entity  obtains
employee  services in  share-based  payment  transactions.  ASC 718-10  requires
measurement of the cost of employee  services  received in exchange for an award
of equity  instruments  based on the  grant-date  fair value of the award  (with
limited  exceptions).  Incremental  compensation  costs arising from  subsequent
modifications of awards after the grant date must be recognized. The Company has
not  adopted a stock  option plan and has not  granted  any stock  options.  The
Company  granted stock  awards,  at par value,  to its  officers,  directors and
advisors  for  services  rendered  in its  formation.  Accordingly,  stock-based
compensation has been recorded to date.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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 June 2009,  the FASB issued  guidance  now  codified  as ASC 105,  "Generally
Accepted Accounting Principles" as the single source of authoritative accounting
principles  recognized by the FASB to be applied by nongovernmental  entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those  issued by the SEC.  ASC 105 does not change  current  U.S.  GAAP,  but is
intended to simplify user access to all authoritative U.S. GAAP by providing all

                                       8
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          November 30, 2010 (Unaudited)
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES (CONTINUED)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

authoritative  literature  related  to a  particular  topic  in one  place.  The
adoption of ASC 105 did not have a material  impact on the  Company's  financial
statements, but did eliminate all references to pre-codification standards.

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.

NOTE 3: GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$20,762 during the period from April 4, 2001  (inception)  through  November 30,
2010. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

NOTE 4: WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.

NOTE 5: PROPERTY AND EQUIPEMENT

Property and equipment consists of the following:

                                                        As of
                                            -----------------------------
                                            November 30,          May 31,
                                               2010                2010
                                             -------             -------

     Equipment                               $ 1,336             $ 1,336
                                             -------             -------
        Total Fixed Assets                     1,336               1,336
     Less: Accumulated Depreciation             (959)               (826)
                                             -------             -------
        Net Fixed Assets                     $   377             $   510
                                             =======             =======

Depreciation  expenses for the six months  ended  November 30, 2010 and 2009 was
$134 for each period.

NOTE 6: RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property.  The officers
and directors of the Company are involved in other business  activities and may,
in the future,  become involved in other business  opportunities  as they become
available, such persons may face a conflict in selecting between the Company and
their other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

                                       9
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                          November 30, 2010 (Unaudited)
--------------------------------------------------------------------------------

NOTE 7: LOAN PAYABLE

The Company was loaned money to help finance current operating  expenses from an
unrelated party. As of November 30, 2010, the Company owes $11,020.  The loan is
unsecured and non interest-bearing.

NOTE 8: NET OPERATING LOSSES

As of November 30, 2010,  the Company had a net operating loss  carryforward  of
approximately  $20,762.  Net operating loss  carryforward,  expires twenty years
from the date the loss was incurred.

NOTE 9: STOCK TRANSACTIONS

These  issuances  shall  be  accounted  for  based  on  the  fair  value  of the
consideration  received or the fair value of the equity  instruments  issued, or
whichever is more readily determinable.

On December 7, 2005,  the Company issued 500,000 shares of common stock for cash
of $50 and consulting services of $50.

On May 9, 2007, the Company issued  8,000,000 shares of common stock for cash of
$5,000.

On May 9, 2007, the Company issued 30,000 shares of common stock for services.

On August 27, 2007, the Company issued 1,000,000 shares of common stock for cash
of $5,000.

As of November 30, 2010 and May 31, 2010,  the Company had  9,530,000  shares of
common stock issued and outstanding.

NOTE 10: STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock:

Common stock, $0.0001 par value: 80,000,000 shares authorized;  9,530,000 issued
and outstanding as of November 30, 2010.

Preferred stock,  $0.0001 par value:  20,000,000  shares  authorized;  no shares
issued and outstanding as of November 30, 2010.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this quarterly report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

GENERAL INFORMATION

Ads in Motion was incorporated in Delaware on April 4, 2001. Our address and
telephone numbers are 4139 Corral Canyon, Bonita CA 91902; Phone(619) 200-6769,
Fax (619) 421-2653. Ads in Motion uses the concept of an advertising service for
businesses within a more-than-one-story office building to display promotional
advertising on a TV monitor inside the building's elevators. A TV screen mounted
inside a passenger elevator has an immediate captive audience and the
advertising would principally be for businesses or professional offices within
that building. The Company proposes advertising on a mobile van. The Van
displays a video screen and may be seen while traveling from place to place. The
advertising on the screen may be changed at will.

We are a development stage company with no revenues or profits. Our fiscal year
end is May 31st.

As of November 30, 2010 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 9,530,000 common shares issued and outstanding as of
November 30, 2010.

                                       11
<PAGE>
PLAN OF OPERATION

In the next 12 months, Ads in Motion will pursue arrangements for the sale of
its services. Due to a shortage of capital the Company is using brochures which
have already been developed and printed. These brochures are being distributed
by placing them is places where they can be obtained by prospective customers.
Future sales and revenue will depend on the general economy and the ability of
the Company to raise additional capital.

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $20,762 in
expenses through November 30, 2010.

The following table provides selected financial data about our company for the
periods ended November 30, 2010 and May 31, 2010.

      Balance Sheet Data:                     11/30/10            5/31/10
      -------------------                     --------            -------

      Cash                                    $     --           $     --
      Total assets                            $    377           $    510
      Total liabilities                       $ 11,020           $  2,847
      Shareholders' equity (deficit)          $(10,643)          $ (2,337)

On December 7, 2005, Ads in Motion (then named Paradise Yoga Retreats, Inc.)
sold 500,000 shares of its common stock to Travers International, Inc. for $100.
On May 9, 2007, Ads in Motion sold 8,000,000 shares of common stock to S.
Douglas Henderson for a total of $5,000. On May 9 2007, the Company issued
30,000 shares of common stock to Eugene Hill for a business plan. The 30,000
shares were valued at $18.75. On August 31, 2007 the Company sold 1,000,000
shares of its common stock to Edward F. Myers III, the Company's sales manager,
for the total amount to $5,000. These sales were exempt from registration under
the Securities Act of 1933, as amended, in reliance on Section 4(2) for sales
not involving a public offering.

We incurred operating expenses of $2,950 and $2,853 for the three month periods
ended November 30, 2010 and 2009, respectively. These expenses consisted of
general operating expenses incurred in connection with the day to day operation
of our business.

We incurred operating expenses of $8,306 and $7,555 for the six month periods
ended November 30, 2010 and 2009, respectively. These expenses consisted of
general operating expenses incurred in connection with the day to day operation
of our business.

LIQUIDITY AND CAPITAL RESOURCES

We had no cash in the bank at November 30, 2010, total assets were $377 and
outstanding liabilities were $11,020. The Company does not have the cash needed
to pay for our current level of operating expenses over the next twelve months.
The Company is currently endeavoring to raise sufficient funds to continue
operations. We are a development stage company and have generated no revenue to
date. We anticipate that we will need approximately $4,000 through 2010 or until
we are able to receive additional funding or generate revenues. These fees are
estimated to be $3,000 for accounting and legal fees and $1,000 for
administrative costs.

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<PAGE>
GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended November 30, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.                          Description
-----------                          -----------

   3.1           Articles of Incorporation
   3.2           Bylaws*
  31             Sec. 302 Certification of Chief Executive Officer & Chief
                 Financial Officer
  32             Sec. 906 Certification of Chief Executive Officer & Chief
                 Financial Officer

----------
*    Incorporated by reference, please see our Registration Statement on Form
     S-1 (file number 333-143935) on the website at www.sec.gov

                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Bonita, CA, by the undersigned, thereunto duly authorized.

December 22, 2010

Ads in Motion, Inc., Registrant

By: Edward F. Myers III


/s/ Edward F. Myers III
------------------------------------
President and Director
Chief Executive Officer
Principal Financial Officer
Principal Accounting Officer

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