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, 2008

                        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) 267-0452
                     (Telephone number, including area code)

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 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 January 5,
2008.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The quarterly financial statements for the 3 months ended November 30, 2008,
prepared by the company, immediately follow.



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

<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                             As of               As of
                                                                          November 30,          May 31,
                                                                              2008               2008
                                                                            --------           --------
<S>                                                                         <C>                <C>
                               ASSETS

CURRENT ASSETS
  Cash                                                                      $  3,508           $  2,952
                                                                            --------           --------
TOTAL CURRENT ASSETS                                                           3,508              2,952

NET FIXED ASSETS                                                                 911              1,044
                                                                            --------           --------

      TOTAL ASSETS                                                          $  4,419           $  3,996
                                                                            ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accrued Expense                                                           $    118           $    672
                                                                            --------           --------
TOTAL CURRENT LIABILITIES                                                        118                672

LONG-TERM LIABILITIES
  Loan Payable                                                                21,871              9,000
                                                                            --------           --------
TOTAL LONG-TERM LIABILITIES                                                   21,871              9,000

      TOTAL LIABILITIES                                                       21,989              9,672

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, ($0.0001 par value, 80,000,000 shares authorized;
   9,530,000 shares issued and outstanding,as of November 30, 2008
   and May 31, 2008, respectively)                                               953                953
  Additional paid-in capital                                                   9,166              9,166
  Deficit accumulated during development stage                               (27,689)           (15,795)
                                                                            --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         (17,570)            (5,676)
                                                                            --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                    $  4,419           $  3,996
                                                                            ========           ========
</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,
                                      2008              2007              2008              2007              2008
                                   ----------        ----------        ----------        ----------        ----------
<S>                                <C>               <C>               <C>               <C>               <C>
REVENUES
  Revenues                         $       --        $       --        $       --        $       --        $       --
                                   ----------        ----------        ----------        ----------        ----------
TOTAL REVENUES                             --                --                --                --                --

OPERATING COSTS
  Depreciation                            134               136                67                68               425
  Administrative expenses              11,328             8,218             3,483             2,230            26,575
                                   ----------        ----------        ----------        ----------        ----------
TOTAL OPERATING COSTS                  11,462             8,354             3,550             2,298            27,000
                                   ----------        ----------        ----------        ----------        ----------
OTHER INCOME & (EXPENSES)
  Interest expense                       (432)             (117)             (271)              (60)             (689)
                                   ----------        ----------        ----------        ----------        ----------
TOTAL OTHER INCOME & (EXPENSES)          (432)             (117)             (271)              (60)             (689)
                                   ----------        ----------        ----------        ----------        ----------

NET INCOME (LOSS)                  $  (11,894)       $   (8,471)       $   (3,821)       $   (2,358)       $  (27,689)
                                   ==========        ==========        ==========        ==========        ==========

BASIC EARNINGS PER SHARE           $    (0.00)       $    (0.00)       $    (0.00)       $    (0.00)
                                   ==========        ==========        ==========        ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING          9,530,000         9,120,164         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, 2008
--------------------------------------------------------------------------------
<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, 6 months ended
 November 30, 2008                                                                      (11,894)        (11,894)
                                          ----------       ------       -------       ---------       ---------
BALANCE, NOVEMBER 30, 2008 (UNAUDITED)     9,530,000       $  953       $ 9,166       $ (27,689)      $ (17,570)
                                          ==========       ======       =======       =========       =========
</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    Three Months   Three Months    (inception)
                                                     Ended          Ended          Ended          Ended         through
                                                   November 30,   November 30,   November 30,   November 30,   November 30,
                                                      2008           2007           2008           2007           2008
                                                    --------       --------       --------       --------       --------
<S>                                                 <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                 $(11,894)      $ (8,471)      $ (3,821)      $ (2,358)      $(27,689)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation                                        134            136             67             68            425
     Common stock issued for services                     --             --             --             --             69

  Changes in operating assets and liabilities:
     Increase (decrease) in accrued expenses            (555)           117           (300)            60            118
                                                    --------       --------       --------       --------       --------
          NET CASH PROVIDED BY (USED IN)
           OPERATING ACTIVITIES                      (12,315)        (8,218)        (4,054)        (2,230)       (27,077)

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 (decrease) in loan payable - short term        --             --         (4,000)            --             --
  Increase in loan payable - long term                12,871          4,000          7,671             --         21,871
  Issuance of common stock                                --            100             --             --            925
  Additional paid-in capital                              --          4,900             --             --          9,125
                                                    --------       --------       --------       --------       --------
          NET CASH PROVIDED BY (USED IN)
           FINANCING ACTIVITIES                       12,871          9,000          3,671             --         31,921
                                                    --------       --------       --------       --------       --------

NET INCREASE (DECREASE) IN CASH                          556            782           (383)        (2,230)         3,508

CASH AT BEGINNING OF PERIOD                            2,952          3,664          3,891          6,676             --
                                                    --------       --------       --------       --------       --------

CASH AT END OF PERIOD                               $  3,508       $  4,446       $  3,508       $  4,446       $  3,508
                                                    ========       ========       ========       ========       ========

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 (Unaudited)
                                November 30, 2008
--------------------------------------------------------------------------------

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.

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. REVENUE RECOGNITION

The Company recognizes revenue in accordance with SEC Staff Accounting  Bulletin
No. 104, "Revenue  Recognition"  ("SAB 104"). The Company generates revenue from
the sale of  candles.  SAB 104  requires  that four basic  criteria  must be met
before  revenue can be  recognized;  (1)  persuasive  evidence of an arrangement
exists; (2) delivery has occurred or services  rendered;  (3) the seller's price
to the buyer is fixed and  determinable;  and (4) collect  ability is reasonably
assured. Amounts billed or received from customers in advance of performance are
recorded as deferred revenue.

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all the deferred tax
assets will be realized.  Deferred tax assets and  liabilities  are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

                                       7
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED

F. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with 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  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.

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
$27,689 during the period from April 4, 2001  (inception)  through  November 30,
2008. 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,
                                                 2008                 2008
                                               --------             --------
     Equipment                                 $  1,336             $  1,336
                                               --------             --------
        Total Fixed Assets                        1,336                1,336
     Less: Accumulated Depreciation                (425)                (292)
                                               --------             --------

        Net Fixed Assets                       $    911             $  1,044
                                               ========             ========

Depreciation expenses for the three months ended November 30, 2008 and 2007 were
$67 and $68

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

                                       8
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 6: RELATED PARTY TRANSACTION (CONTINUTED)

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.

NOTE 7: LOAN PAYABLE

                                  November 30,         May 31,
                                     2008               2008
                                   --------           --------
     Long-term                     $ 21,871           $  9,000
                                   --------           --------
     Total                         $ 21,871           $  9,000
                                   ========           ========

On June 5, 2007, the Company  received  $4,000 loan from Travers  International,
Inc. This loan is at 6% interest with  principle and interest all due on June 4,
2009 (Note 1).

On May 7, 2008,  the Company  received  $5,000 loan from Travers  International,
Inc. This loans is at 6% interest with  principle and interest all due on May 7,
2010 (Note 2).

On July 22, 2008, the Company  received $4,000 loan from Travers  International,
Inc.  This loans is at 6% interest  with  principle and interest all due on July
22, 2010 (Note 3).

On August 25, 2008, the Company received $4,000 loan from Travers International,
Inc. This loans is at 6% interest with  principle and interest all due on August
22, 2010(Note 4)

On November 25, 2008,  the Company  executed an  unsecured  promissory  note for
$21,871  due  December  31,  2011 plus  accrued  interest  at 6% per annual with
Travers International,  Inc. (the "Travers New Note") In exchange for the unpaid
Travers Note 1 to Note 4 and interest plus an additional loan $3,000.

Interest  expense for the three months ended November 30, 2008 and 2007 was $271
and $60.  Accrued  interest  expense in total on the loan was $18 as of November
30, 2008.

NOTE 8: NET OPERATING LOSSES

As of November 30, 2008,  the Company had a net operating loss  carryforward  of
approximately  $27,689.  Net operating loss  carryforward,  expires twenty years
from the date the loss was incurred.

NOTE 9: STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. 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.

                                       9
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                November 30, 2008
--------------------------------------------------------------------------------

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

As of November 30, 2008, 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, 2008.

Preferred stock,  $0.0001 par value:  20,000,000  shares  authorized;  no shares
issued and outstanding as of November 30, 2008.

                                       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 annual 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; (619) 200-6769, Fax
(619) 421-2653. Ads in Motion is using 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. Only a test installation has taken place. The Company is also
developing 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, 2008 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, 2008.

                                       11
<PAGE>
As of the date of this quarterly report, there is no public trading market for
our common stock and no assurance that a trading market for our securities will
ever develop.

PLAN OF OPERATION

The Company has developed b brochures for both its elevator and van displays.
The Company will continue to mail and distribute these brochures to prospective
clients. The Company has identified all the suppliers for the operation of its
business. A Company has been identified which has personal who can install the
elevator displays. Depending on the state of the US economy the Company expects
sales in the spring of 2009.

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $27,689 in
expenses through November 30, 2008.

The following table provides selected financial data about our company for the
period ended November 30, 2008.

                    Balance Sheet Data:           11/30/08
                    -------------------           --------

                    Cash                          $  3,508
                    Total assets                  $  4,419
                    Total liabilities             $ 21,989
                    Shareholders' equity          $(17,570)

On December 7, 2005, Ads in Motion (them 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 $3,821 and $2,358 for the three months ended
November 30, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at November 30, 2008 was $3,508, total assets were $4,419
and outstanding liabilities were $21,989. Travers International, Inc, a
shareholder, has agreed to provide funding that will enable us to maintain a
positive cash flow needed to pay for our current level of operating expenses
over the next twelve months, which would include miscellaneous office expenses,
bookkeeping and audit fees. There are no formal commitments or arrangements to
advance or loan funds. We are a development stage company and have generated no
revenue to date. We estimate our current cash balance of $3,508, along with

                                       12
<PAGE>
possible loans from our directors, will be sufficient for office expenses and
fees. We anticipate that we will need approximately $5,000 through the first
quarter 2009 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 $2,000 for administrative costs.

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. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.

ITEM 4. 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 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 recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

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

         3.1          Articles of Incorporation*
         3.2          Bylaws*
        31.1          Sec. 302 Certification of Chief Executive Officer
        31.2          Sec. 302 Certification of Chief Financial Officer
        32.1          Sec. 906 Certification of Chief Executive Officer
        32.2          Sec. 906 Certification of 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.

January 5, 2009

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


By: "S" DOUGLAS HENDERSON


/s/ "S" Douglas Henderson
--------------------------------
Director and Secretary

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