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 FEBRUARY 28, 2009

                        Commission File Number 333-143935


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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

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

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

                          Copies of Communications to:
                              "S" Douglas Henderson
                             4221 South Allison St.
                                Lakewood CO 80235
                     Phone (303) 980-8833 Fax (303) 985-1008

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 March 25,
2009.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The quarterly financial statements for the 3 months ended February 28, 2009,
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
                                                                          February 28,          May 31,
                                                                              2009               2008
                                                                            --------           --------
<S>                                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                      $    395           $  2,952
                                                                            --------           --------
TOTAL CURRENT ASSETS                                                             395              2,952

NET FIXED ASSETS                                                                 844              1,044
                                                                            --------           --------

      TOTAL ASSETS                                                          $  1,239           $  3,996
                                                                            ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accrued Expense                                                           $    346           $    672
                                                                            --------           --------
TOTAL CURRENT LIABILITIES                                                        346                672

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

Total Long-Term Liabilities                                                   21,871              9,000

      TOTAL LIABILITIES                                                       22,217              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 February 28, 2009
   and May 31, 2008, respectively)                                               953                953
  Additional paid-in capital                                                   9,166              9,166
  Deficit accumulated during development stage                               (31,097)           (15,795)
                                                                            --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         (20,978)            (5,676)
                                                                            --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                    $  1,239           $  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
                                         Nine Months     Nine Months    Three Months    Three Months     (inception)
                                           Ended           Ended           Ended           Ended          through
                                         February 28,    February 29,    February 28,    February 29,    February 28,
                                            2009            2008            2009            2008            2009
                                         ----------      ----------      ----------      ----------      ----------
<S>                                      <C>             <C>             <C>             <C>             <C>
REVENUES
  Revenues                               $       --      $       --      $       --      $       --      $       --
                                         ----------      ----------      ----------      ----------      ----------
TOTAL REVENUES                                   --              --              --              --              --

OPERATING COSTS
  Depreciation                                  200             203              66              67             491
  Administrative expenses                    14,442          11,501           3,114           3,283          29,689
                                         ----------      ----------      ----------      ----------      ----------
TOTAL OPERATING COSTS                        14,642          11,704           3,180           3,350          30,180
                                         ----------      ----------      ----------      ----------      ----------
OTHER INCOME & (EXPENSES)
  Other income                                  100              --             100              --             100
  Interest expense                             (760)           (177)           (328)            (60)         (1,017)
                                         ----------      ----------      ----------      ----------      ----------
TOTAL OTHER INCOME & (EXPENSES)                (660)           (177)           (228)            (60)           (917)
                                         ----------      ----------      ----------      ----------      ----------

NET INCOME (LOSS)                        $  (15,302)     $  (11,881)     $   (3,408)     $   (3,410)     $  (31,097)
                                         ==========      ==========      ==========      ==========      ==========

BASIC EARNINGS PER SHARE                 $    (0.00)          (0.00)     $    (0.00)     $    (0.00)
                                         ==========      ==========      ==========      ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                9,530,000       9,256,277       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 February 28, 2009
--------------------------------------------------------------------------------
<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, 9 months ended
 February 28, 2009                                                                      (15,302)        (15,302)
                                          ----------       ------       -------       ---------       ---------

BALANCE, FEBRUARY 28, 2009 (UNAUDITED)     9,530,000       $  953       $ 9,166       $ (31,097)      $ (20,978)
                                          ==========       ======       =======       =========       =========
</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
                                                   Nine Months    Nine Months   Three Months   Three Months    (inception)
                                                     Ended          Ended          Ended          Ended         through
                                                   February 28,   February 29,   February 28,   February 29,   February 28,
                                                      2009           2008           2009           2008           2009
                                                    --------       --------       --------       --------       --------
<S>                                                 <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                 $(15,302)      $(11,881)      $ (3,408)      $ (3,410)      $(31,097)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation                                        200            203             66             67            491
     Common stock issued for services                     --             --             --             --             69

  Changes in operating assets and liabilities:
     Increase (decrease) in accrued expenses            (326)           177            229             60            346
                                                    --------       --------       --------       --------       --------
          NET CASH PROVIDED BY (USED IN)
           OPERATING ACTIVITIES                      (15,428)       (11,501)        (3,113)        (3,283)       (30,191)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                --             --             --             --         (1,335)
                                                    --------       --------       --------       --------       --------
          NET CASH PROVIDED BY (USED IN)
           INVESTING ACTIVITIES                           --             --             --             --         (1,335)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in loan payable - long term                12,871          4,000             --             --         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             --             --         31,921
                                                    --------       --------       --------       --------       --------

NET INCREASE (DECREASE) IN CASH                       (2,557)        (2,501)        (3,113)        (3,283)           395

CASH AT BEGINNING OF PERIOD                            2,952          3,664          3,508          4,446             --
                                                    --------       --------       --------       --------       --------

CASH AT END OF PERIOD                               $    395       $  1,163       $    395       $  1,163       $    395
                                                    ========       ========       ========       ========       ========

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)
                                February 28, 2009
--------------------------------------------------------------------------------

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)
                                February 28, 2009
--------------------------------------------------------------------------------

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.

G. PER SHARE INFORMATION

The Company  computes loss per share in accordance with SFAS No. 128,  "Earnings
per Share" which requires  presentation  of both basic and diluted  earnings per
share  on the face of the  statement  of  operations.  Basic  loss per  share is
computed by dividing net loss available to common  shareholders  by the weighted
average number of outstanding common shares during the period.  Diluted loss per
share gives effect to all dilutive  potential common shares  outstanding  during
the period.  Dilutive  loss per share  excludes all  potential  common shares if
their effect is anti-dilutive.

H. STOCK-BASED COMPENSATION

The Company  records  stock-based  compensation in accordance with SFAS No. 123R
"Share Based Payments",  using the fair value method.  All transactions in which
goods or services  are the  consideration  received  for the  issuance of equity
instruments  are  accounted  for  based on the fair  value of the  consideration
received or the fair value of the equity  instrument  issued,  whichever is more
reliably measurable.  Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.

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
$31,097 during the period from April 4, 2001 (inception)  through February,  28,
2009. 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.

                                       8
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 5: PROPERTY AND EQUIPEMENT

Property and equipment consists of the following:

                                                          As of
                                             ----------------------------
                                             February 28,         May 31,
                                                 2009              2008
                                               -------           -------

       Equipment                               $ 1,336           $ 1,336
                                               -------           -------
          Total Fixed Assets                     1,336             1,336
       Less: Accumulated Depreciation             (492)             (292)
                                               -------           -------

          Net Fixed Assets                     $   844           $ 1,044
                                               =======           =======

Depreciation expenses for the three months ended February 28, 2009 and 2008 were
$66 and $67

NOTE 6: RELATED PARTY TRANSACTION

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

NOTE 7: LOAN PAYABLE

                                             February 28,         May 31,
                                                 2009              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  February  28, 2009 and 2008 was
$328.and  $60.  Accrued  interest  expense  in  total on the loan was $346 as of
February 28, 2009.

                                       9
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 8: NET OPERATING LOSSES

As of February 28, 2009,  the Company had a net operating loss  carryforward  of
approximately  $31,097.  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.

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

As of February 28, 2009, 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 February 28, 2009.

Preferred stock,  $0.0001 par value:  20,000,000  shares  authorized;  no shares
issued and outstanding as of February 28, 2009.

                                       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 February 28, 2009 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
February 28, 2009.

                                       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 brochures for both its elevator and van displays. The
Company will continue to mail and distribute these brochures to prospective
clients. We have also procured our domain name at www.ads-in-motion.com, set up
a preliminary website with contact information and we will continue to add
information to the site over the next few months. 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 fall of 2009.

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $31,097 in
expenses through February 28, 2009.

The following table provides selected financial data about our company for the
period ended February 28, 2009.

                    Balance Sheet Data:            2/28/09
                    -------------------            -------

                    Cash                          $    395
                    Total assets                  $  1,239
                    Total liabilities             $ 22,217
                    Shareholders' equity          $(20,978)

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

We incurred operating expenses of $3,180 and $3,350 for the three months ended
February 28, 2009 and February 29, 2008, 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 February 28, 2009 was $395, total assets were $1,239 and
outstanding liabilities were $22,217. 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

                                       12
<PAGE>
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 $95, along with possible loans
from our directors or shareholders; will be sufficient for office expenses and
fees. We anticipate that we will need approximately $5,000 through the second
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

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended February 28, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

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

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

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

                                   SIGNATURES

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

March 25, 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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