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

                                    FORM 10-Q

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

                       For the Period ended March 31, 2010

                        Commission File Number 333-146263


                              IN MEDIA CORPORATION
             (Exact name of Registrant as specified in its charter)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

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

Large accelerated filer [ ]                      Accelerated Filer [ ]

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

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

As of May 12, 2010, the registrant had 45,000,000 shares of common stock, $0.001
par value, issued and outstanding.

Transitional Small Business Disclosure Format Yes [ ] No [X]


<PAGE>
                              IN MEDIA CORPORATION

                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION

Item 1.  Interim Consolidated 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                                            11
Item 3.  Quantitative and Qualitative Disclosures About Market Risk        16
Item 4.  Controls and Procedures                                           17

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 18
Item 1a  Risk Factors                                                      18
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       20
Item 3.  Defaults Upon Senior Securities                                   20
Item 4.  Removed and Reserved                                              20
Item 5   Other information                                                 20
Item 6.  Exhibits                                                          20

                                        2
<PAGE>
ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO INTERIM
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying  reviewed interim condensed  consolidated  financial statements
have been prepared in accordance with the instructions to Form 10-Q.  Therefore,
they do not include  all  information  and  footnotes  necessary  for a complete
presentation  of financial  position,  results of  operations,  cash flows,  and
stockholders'   equity  in  conformity   with  generally   accepted   accounting
principles. Except as disclosed herein, there has been no material change in the
information  disclosed  in the notes to the  consolidated  financial  statements
included in the Company's annual report on Form 10-K for the year ended December
31, 2009. In the opinion of management, all adjustments considered necessary for
a fair  presentation  of the results of operations  and financial  position have
been  included  and all  such  adjustments  are of a  normal  recurring  nature.
Operating  results for the three months ended March 31, 2010 are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2010.

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

<TABLE>
<CAPTION>
                                                                    March 31,            December 31,
                                                                      2010                  2009
                                                                   -----------           -----------
<S>                                                                    <C>                   <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $        82           $        63
  Organizational costs                                                      --                 1,970
  Licensing agreement                                                  415,000               415,000
                                                                   -----------           -----------

      TOTAL ASSETS                                                     415,082               417,033
                                                                   -----------           -----------

                      LIABILITIES & STOCKHOLDERS' DEFICIT

LIABILITIES
  Accounts & consulting fees payable                                   596,850               916,816
  Contracts payable                                                    415,000
  Loan from director                                                        --                30,565
                                                                   -----------           -----------

      TOTAL LIABILITIES                                              1,011,850               947,381
                                                                   -----------           -----------

STOCKHOLDERS' EQUITY
  75,000,000 shares common stock
   Authorized at $0.001/par value
    45,000,000 shares issued and
    outstanding at March 31, 2010                                       45,000                45,000
  Additional paid-in capital                                           245,000               245,000
  Deficit accumulated during the development stage                    (886,768)             (820,348)
                                                                   -----------           -----------

      TOTAL STOCKHOLDERS' EQUITY                                      (596,768)             (530,348)
                                                                   -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   415,082           $   417,033
                                                                   ===========           ===========

</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                                        Inception
                                         Three Months           Three Months          March 5, 2007
                                            Ending                 Ending                Through
                                           March 31,              March 31,              March 31,
                                             2010                   2009                   2010
                                         ------------           ------------           ------------
<S>                                      <C>                    <C>                    <C>
EXPENSES
  General & administrative               $     66,420           $    201,794           $    886,768
                                         ------------           ------------           ------------

NET (LOSS)                                    (66,420)              (201,794)              (886,768)
                                         ============           ============           ============

Basic earnings (loss) per share          $      (0.00)          $      (0.01)

Weighted average number of
 common shares outstanding                 45,000,000             15,460,274

</TABLE>

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

                                       5
<PAGE>
                              In Media Corporation
                          (A Development Stage Company)
                   Statements of Changes in Financial Position

<TABLE>
<CAPTION>
                                                                                                         Inception
                                                                Three Months        Three Months       March 5, 2007
                                                                   Ending              Ending             Through
                                                                  March 31,           March 31,           March 31,
                                                                    2010                2009                2010
                                                                  ---------           ---------           ---------
<S>                                                               <C>                 <C>                 <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                        $ (66,420)          $(201,794)          $(886,768)
  Accrued liabilities                                                95,034              86,200             596,850
                                                                  ---------           ---------           ---------
      Total cash provided by (used in) operating activities          28,614            (115,594)           (289,918)
                                                                  ---------           ---------           ---------

CASH FLOW FROM INVESTING ACTIVITIES
  Write off organizational costs to expenses                          1,970                  --                  --
  Numerity licensing agreement                                           --            (415,000)           (415,000)
                                                                  ---------           ---------           ---------
      Total cash provided by (used in) investing activities           1,970            (415,000)           (415,000)
                                                                  ---------           ---------           ---------

CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                 --             110,001             290,000
  Contracts payable                                                      --             415,000             415,000
  Loan from director                                                (30,565)              2,000                  --
                                                                  ---------           ---------           ---------
      Total cash provided by (used in) financing activities         (30,565)            527,001             705,000
                                                                  ---------           ---------           ---------

Net increase (decrease) in cash                                          19              (3,594)                 82

Cash at beginning of period                                              63               4,838                  --
                                                                  ---------           ---------           ---------

Cash at end of period                                             $      82           $   1,244           $      82
                                                                  =========           =========           =========

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 Consolidated Financial Statements - (Unaudited)
               For the Three Months Ended March 31, 2010 and 2009


1. ORGANIZATION

IN Media  Corporation  (the "Company") is a Nevada  corporation  incorporated on
March 5, 2007 as Tres Estrellas  Enterprises,  Inc.  Effective February 3, 2010,
the  Company  changed  its  name  to IN  Media  Corporation.  The  Company  is a
development stage company. On October 30, 2009, we executed an agreement between
IN Media Corporation ("IN-Media") and Tres Estrellas Enterprises,  Inc., whereby
IN Media  shareholders  acquired  thirty three  million  five  hundred  thousand
(33,500,000)  shares of the Company's  common stock and IN Media was merged into
the  Company.  The  Company  reported  this  event on Form 8-K,  filed  with the
Securities and Exchange Agreement on November 2, 2009. The Company's fiscal year
end is December 31.

2. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business. As at March 31, 2010, the Company had a loss from operations
of $886,768 and has earned no revenues since  inception.  The Company intends to
fund operations through equity financing arrangements, which may be insufficient
to fund its capital  expenditures,  working capital and other cash  requirements
for the year ending December 31, 2010. The ability of the Company to emerge from
the  development  stage  is  dependent  upon,  among  other  things,   obtaining
additional  financing to continue  operations,  development of its business plan
and generation of revenue.  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 March
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:

                                       7
<PAGE>
    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,  2009.  The Company did not
have any fair value  adjustments  for assets and  liabilities  measured  at fair
value on a  nonrecurring  basis  during the  periods  ended  March 31,  2010 and
December 31, 2009.

E) INCOME TAXES
The  Company  accounts  for income  taxes  under ASC 740  "Income  Taxes"  which
codified  SFAS 109,  "Accounting  for Income Taxes" and FIN 48  "Accounting  for
Uncertainty  in Income Taxes - an  Interpretation  of FASB  Statement  No. 109."
Under  the asset  and  liability  method of ASC 740,  deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences between the financial statements carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or  settled.  Under ASC 740,  the effect on  deferred  tax assets and
liabilities  of a change in tax rates is  recognized in income in the period the
enactment  occurs.  A valuation  allowance is provided for certain  deferred tax
assets if it is more  likely  than not that the  Company  will not  realize  tax
assets through future operations.

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

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) 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.

                                       8
<PAGE>
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.

B) SHARE ISSUANCES
Since  inception  (March 5, 2007), to March 31, 2010, the Company has issued the
following shares:

     A total of  5,500,000  common  stock  shares to an officer and  director at
       $0.002 per share for a total of $11,000.  The shares  bear a  restrictive
       transfer legend in accordance with Rule 144 under the Securities Act.
     A total of 6,000,000  common stock shares to 40  unaffiliated  investors at
       $.004 per share for a total of $24,000  pursuant to an SB-2  Registration
       Statement.
     A total of 33,500,000  common stock shares to the  shareholders of IN Media
       Corporation pursuant to the terms and conditions of a Merger Agreement.

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.

5. INCOME TAXES

The company has incurred  operating  losses of $886,768,  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, 2010
                                                                  --------------
Future income tax assets:
  Net operating loss from inception (March 5, 2007
   to March 31, 2010)                                               $ 886,768
  Statutory tax rate (combined federal and state)                          34%
                                                                    ---------
  Non-capital tax loss                                                301,501
  Valuation allowance                                                (301,501)
                                                                    ---------
                                                                    $      --
                                                                    =========

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

6. NEW ACCOUNTING PRONOUNCEMENTS

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

7. RELATED PARTY TRANSACTIONS

Between  inception and December 31, 2009 one of our directors  advanced funds to
the  Company to pay for  operating  expenses.  The  balance  due was  $30,565 on
December  31,  2009.  The balance due was waived and written off as at March 31,
2010.

                                       9
<PAGE>
One of our  shareholders  and officers  has an 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.

One of our  shareholders  and officers  has an interest in Numerity  Corporation
with whom we have  contracted  the  provision of executive,  administration  and
business  development  services  and to whom  we are  committed  to pay  monthly
service contract fees.

One of our shareholders  has an interest in the Chinese  distributor who we have
appointed to represent us in developing our business in China,  and with whom we
have committed to share future revenue.

One of our  shareholders and officers owns the library of film content which has
been made  available  at no charge to us,  which we intend to include as part of
our product offerings.

                                       10
<PAGE>
In this Quarterly Report on Form 10-Q, "Company," "our company," "us," and "our"
refer to In Media Corporation, unless the context requires otherwise.

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Management's   Discussion  and  Analysis   contains   various  "forward  looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-Q, including, without limitation, statements related to anticipated
cash  flow  sources  and  uses,   and  words   including   but  not  limited  to
"anticipates",  "believes",  "plans", "expects", "future" and similar statements
or  expressions,   identify  forward  looking  statements.  Any  forward-looking
statements  herein  are  subject  to  certain  risks  and  uncertainties  in the
Company's business and any changes in current accounting rules, all of which may
be beyond the  control  of the  Company.  The  Company  adopted at  management's
discretion,  the most  conservative  recognition  of  revenue  based on the most
stringent  guidelines of the SEC.  Management will elect  additional  changes to
revenue  recognition to comply with the most  conservative  SEC recognition on a
forward  going  accrual  basis as the model is  replicated  with  other  similar
markets (i.e.  SBDC). The Company's actual results could differ  materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which
may cause our actual  results,  performance  or  achievements  to be  materially
different from those  expressed or implied by such  forward-looking  statements.
Factors and risks that could affect our results and  achievements and cause them
to  materially  differ from those  contained in the  forward-looking  statements
include those  identified in the section  titled "Risk Factors" in the Company's
Annual  Report on Form 10-K for the year ended  December  31,  2009,  as well as
other factors that we are currently unable to identify or quantify, but that may
exist in the future.

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.

BUSINESS

IN Media  Corporation  was  incorporated  in  Nevada  on  March 5,  2007 as Tres
Estrellas Enterprises, Inc. for the purpose of utilizing the latest products and
methods in pipe  restoration  plumbing  contractor  services for  commercial and
residential  rental buildings in Baja California,  Mexico.  Due to a downturn in
the  construction  industry,  we were forced to abandon our business plan and on
October 16,  2009,  we executed an agreement  between  In-Media  Corporation  (a
California corporation),  and Tres Estrellas Enterprises, Inc., whereby pursuant
to the terms and conditions of the  Agreement,  In-Media  shareholders  acquired
thirty-three  million,  five hundred thousand  (33,500,000) shares of our common
stock,  subsequent to which In-Media was merged into our company.  This issuance
of  stock  did  not  involve  any  public  offering,   general   advertising  or
solicitation.  We reported this event on Form 8-K, filed with the Securities and
Exchange  Agreement on November 2, 2009. The  disclosure  included the financial
statements  of  IN-Media,   pro-forma  financials,   and  disclosures  regarding
IN-Media.

Based 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  displays  ranging from large screen TVs in the home, to mobile display
devices  such as the  I-Phone.  Our goal is to  become a global  leader  of IPTV
implementation  systems,  services and content  aggregation for our distribution
partners ("Platform Providers"). To date, we have built our business by focusing
on outsourcing  as much as possible to reduce the risk of  development  problems
and  delays,  market and  employee  acquisition,  and  up-front  cash flow.  Our
management  contends that our relationship with our outsource  partners gives us
access  to  development   and   engineering   facilities  in  China  and  India,
distribution  channels in China,  customer sales,  billing and support services,
and over 4,000 entertainment  titles from Hollywood to "Bollywood" (the informal

                                       11
<PAGE>
term popularly used for the Mumbai-based  Hindi-language film industry in India)
movies.  As a result,  we  believe we are well  positioned  to  effectively  and
efficiently launch and implement IPTV solutions in Asia and around the world.

Our business  model is  comprised  of both content fees and shared  revenue from
large infrastructure providers offering total solutions:  television,  telephony
and internet services,  also referred to as "Triple Play" services. The addition
of  content  or  video on  demand  (VoD)  adds to the  solution  or "Quad  Play"
services.

We believe that we have  established key  relationships  in China and India that
will  position  us to launch  IPTV  services.  The first  implementation  of our
services is intended  to be  launched in China with cable  providers  from major
cities.

With  the  multitudes  of  options  of  content  on  the  Internet,  traditional
television  programming is under pressure to come up with new models and options
for  consumers.  Video on Demand,  once only  available on cable is the de-facto
standard for  internet  access.  The  platform  providers  like  Comcast,  AT&T,
DirecTV,  etc.  are  central  to  providing  the  core  services  of  telephony,
television,  internet  and content to the mass  market.  However,  adding to the
complexity are the divergent number and types of devices available to access the
internet and content.

THE IN MEDIA SOLUTION

We focus on providing  integrated  IPTV services for platform  providers for any
device from large screen  televisions to handheld  mobile  phones.  We provide a
combination  of  hardware,  software,  manufacturing  and content  services  for
platform providers to either complete their proprietary  offerings or provide an
all-in-one  solution.  Our partnerships with platform providers such as Comcast,
AT&T,  DirecTV,  provide an  installed  base of  customers  as well as  allowing
platform providers to be the billing and service interface to customers.  We are
currently  planning  our  first  implementation  in China  through  our  Chinese
distributor,  which will  include  provision of Set Top Boxes  ("STB"),  related
system support,  reference  platforms and  technology,  and access to over 4,000
titles of Hollywood and Bollywood movies.

THE MARKET OPPORTUNITY

We believe  that the  overall  IPTV  market  potential  is very large and can be
viewed as a function of the growth in the number of  broadband  subscribers.  In
2007,  management  contends that the top ten countries  totaled over 226,000,000
broadband  subcribers.  According to eMarketer,  the total  worldwide  broadband
subscriber base is expected grow to over 500,000,000 subscribers by 2011.

We have focused our initial efforts on  implementation  of our IPTV solutions in
China  because  it is one of the  largest  IPTV  markets  in the world  with 378
million TV  households  and 152 million  cable TV  households at the end of 2007
(source;  eMarketer).  Cable dominates the  multi-channel  industry as satellite
reception  is banned  and IPTV is in its  infancy.  As a result 40% of all homes
have cable TV, and cable accounts for 99% of the pay TV market.
(source; eMarketer)

With  significant  investment  in the  technological  infrastructure  across the
country,  we have  determined  that the cable industry is rapidly  converting to
digital  in  anticipation  of the  planned  conversion  from  analog to  digital
transmission standards in 2015. The recent Olympics acted as a catalyst for this
as the Beijing Olympics was the first all-HD Olympic Games. Digitization and the
growth of  interactive  TV services  are  expected to lead to an increase in the
number of subscribers, the frequency of use and average revenue per subscriber.

OPPORTUNITIES FOR FOREIGN TECHNOLOGY SUPPLIERS IN THE CHINESE DOMESTIC MARKET

Despite the  restrictions  on foreign  investment in the Chinese media industry,
opportunities exist for overseas technology providers like IN Media Corporation,
in particular, those that supply head-end and studio equipment,  video-on-demand
systems, last-mile components and conditional access. Although local competition
is tough,  foreign companies that take the time to understand the intricacies of
the market and work through local partners have the potential to compete in this
huge marketplace.

                                       12
<PAGE>
OUR INITIAL ROLL-OUT PLAN IN CHINA

The  initial  rollout  of our  technology  to the  Chinese  market  will be in a
"set-top"  cable box style  unit  which  will  integrate  traditional  broadcast
television  and internet  media  content  streamed  into the user's  existing TV
through  the IPTV unit.  The  application  of this  technology  will  appear and
operate  in many ways just  like the  familiar  "cable  box"  menu  driven  user
interface.  The key  difference  is that  the  media  will not be  limited  to a
broadcast television signal but rather will include the vast library of existing
internet  content.  With the help of our Chinese  distribution  partner,  we are
hoping to be in a position to commence  shipments to Chinese cable  providers by
the third quarter of 2010. Once complete,  this product  deployment,  as well as
future  deployments,  will allow for  seamless  viewing of internet  and network
broadcast content in high definition on the user's existing television. Finally,
there will be a number of portals  allowing  the user instant and easy access to
thousands of public domain and premium movies and television programming.

OUR BUSINESS MODEL AND SALES STRATEGY

* BUSINESS MODEL

Our business model centers on a combination of hardware, software, manufacturing
and content:

     1.   SET-TOP BOX SOLUTION.  We provide reference  hardware and software for
          mass  market  manufacturing  as well as  manufacturing  of the  actual
          set-top boxes to Platform Provider specifications.  Revenue sharing is
          based on the fees  collected by Platform  Providers as a percentage of
          their overall access fees.

     2.   CONTENT  LICENSING.  We  provide  access  to a library  of over  4,000
          Hollywood  and  Bollywood  movies.  Fees are based on either  Video on
          Demand (VoD) or advertising  fees  depending on the Platform  Provider
          agreements.

* SALES STRATEGY

Our sales strategy is based on working with platform providers of IPTV services.
Because of the market size and readiness for IPTV solutions in general in China
and the fact that we have developed our first distribution agreement in China we
are focusing first on this market and then plan subsequent expansion into India,
North America and Europe.

Although the final timing cannot be assured, our implementation plan is as
follows:

Phase                                                                 Duration
-----                                                                 --------
  1       DEVELOPMENT: Complete reference hardware and software
          for set-top box implementation in China                     Completed
  2       CHINA: Launch first implementation with China's cable
          operators into first targeted province                      Q3  2010
  3       CHINA EXPANSION: Expand into additional provinces
          with China Cable Operators                                  2010-2011
  4       US: Business development to secure platform
          providers in the US                                         2H 2010
  5       EUROPE: Business development into major European
          countries via platform providers                            1H 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

                                       13
<PAGE>
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  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.  Because of size of the Chinese  market,  we have an opportunity to
further improve the  competitiveness of our offering through design efficiencies
and  economies of scale,  thereby  enhancing our  competitiveness  in subsequent
markets.  Moreover,  our  access  to  a  large  content  library  gives  us  the
opportunity   to   supplement    traditional    television    programming   with
Video-on-Demand   services  or  content   portal  access  with   advertising  or
subscription fees. Whereas, solutions provided by major brands like Microsoft or
Apple may  compete  against  the  platform  providers,  we are more likely to be
perceived as a revenue sharing partner to a platform provider.

RESULTS OF OPERATIONS

We have  generated no revenues  since  inception and have  incurred  $886,768 in
expenses from inception through March 31, 2010. We incurred $66,420 and $201,794
in expenses for the three  months  ended March 31, 2010 and 2009,  respectively.
These costs consisted of sub-contracted general and administrative,  engineering
and business development expenses.

The following table provides  selected  financial data about our company for the
three months ended March 31, 2010.

      Balance Sheet Data:                        March 31, 2010
      -------------------                        --------------

      Cash                                         $       82
      Total assets                                 $  415,082
      Total liabilities                            $1,011,850
      Shareholders' equity (deficit)               $ (596,768)

There was $28,614 cash provided from operating  activities for the quarter ended
March 31,  2010.  From  inception,  a former  director  had loaned  the  company
$30,565.  The  balance of the loan was  written off as at March 31, 2010 and all
interest waived. Since inception,  $290,000 has been raised through the issuance
of our common stock.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2010 was $82. We are a  development  stage company
and have  generated  no  revenue to date.  Although  we have been able to secure
advances in the past from  directors  and  officers  of the Company  there is no
assurance  that we can secure  additional  funding to cover our  expenses in the
future.  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.  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.

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.

                                       14
<PAGE>
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
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.

                                       15
<PAGE>
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.

RECENT ACCOUNTING GUIDANCE NOT YET ADOPTED

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.

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.

                                       16
<PAGE>
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 March 31, 2010.  This Quarterly  Report
does not include an  attestation  report of our  independent  registered  public
accounting  firm  regarding  internal  control  over  financial  reporting.  Our
internal control over financial  reporting was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management's report in this Quarterly Report.
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, 2010.  There have not been any  significant  changes in the  Company's
critical accounting policies identified since the Company filed its Form 10-K as
of December 31, 2010.

                                       17
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

You should carefully consider the following risk factors together with the other
information  contained in this Interim Report on Form 10-Q, and in prior reports
pursuant to the  Securities  Exchange Act of 1934, as amended and the Securities
Act of 1933,  as  amended.  If any of the  risks  factors  actually  occur,  our
business,  financial  condition  or results of  operations  could be  materially
adversely  affected.  There have been no  material  changes to the risk  factors
previously  discussed in Item 1A of the  Company's  Form 10-K for the year ended
December 31, 2009, including but not limited, to the following:

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION

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

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

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

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

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

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

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

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

Note  __  on  our  financial   statements  contains  explanatory  language  that
substantial  doubt exists about our ability to continue as a going  concern.  We
depend  on  the  continued  contributions  of our  executive  officers  to  work
effectively  as a team,  to  execute  our  business  strategy  and to manage our
business. The loss of key personnel, or their failure to work effectively, could
have a material adverse effect on our business, financial condition, and results
of operations.  If we are unable to obtain sufficient financing in the near term
or achieve  profitability,  then we would, in all likelihood,  experience severe
liquidity  problems  and may have to curtail our  operations.  If we curtail our
operations, we may be placed into bankruptcy or undergo liquidation,  the result
of which will adversely affect the value of our common shares.

FAILURE TO ACHIEVE AND MAINTAIN  EFFECTIVE  INTERNAL CONTROLS IN ACCORDANCE WITH
SECTION 404 OF THE  SARBANES-OXLEY  ACT COULD HAVE A MATERIAL  ADVERSE EFFECT ON
OUR BUSINESS AND OPERATING RESULTS.

It may be time  consuming,  difficult and costly for us to develop and implement
the additional internal controls, processes and reporting procedures required by
the  Sarbanes-Oxley  Act. We may need to hire  additional  financial  reporting,
internal  auditing  and other  finance  staff in order to develop and  implement
appropriate additional internal controls, processes and reporting procedures. If
we are unable to comply with these  requirements of the  Sarbanes-Oxley  Act, we
may not be able to obtain the  independent  accountant  certifications  that the
Sarbanes-Oxley Act requires of publicly traded companies.

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

Pursuant to Section 404 of the  Sarbanes-Oxley  Act and current SEC regulations,
beginning  with our  annual  report on Form 10-K for our  fiscal  period  ending
December 31, 2009,  we are required to prepare  assessments  regarding  internal
controls over  financial  reporting and beginning with our annual report on Form
10-K for our fiscal  period  ending  December 31, 2009,  furnish a report by our
management on our internal control over financial  reporting.  We have begun the
process of documenting and testing our internal  control  procedures in order to
satisfy these  requirements,  which is likely to result in increased general and
administrative  expenses  and may  shift  management  time  and  attention  from
revenue-generating  activities to compliance activities. While our management is
expending significant resources in an effort to complete this important project,
there can be no  assurance  that we will be able to achieve our  objective  on a
timely basis.  There also can be no assurance  that our auditors will be able to
issue an unqualified opinion on management's  assessment of the effectiveness of
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

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<PAGE>
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.

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVED

None.

ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS
                                                                 Exhibit Number
                                                                 --------------
Certification of Chief Executive Officer pursuant to                 31.1
 18 U.S.C.  1350, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to                 31.2
 18 U.S.C.  1350, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to                 32.1
 18 U.S.C.  1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to                 32.2
 18 U.S.C.  1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

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                                   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 13, 2010
-----------------------------------------------
Nitin Karnik
President, Chief Executive Officer and Director



/s/ Simon Westbrook                                          Date: May 13, 2010
-----------------------------------------------
Simon Westbrook
Chief Financial Officer

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