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, 2010

                        Commission File Number 333-143935


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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,530,000 shares as of April 13,
2010.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The quarterly financial statements for the three and nine months ended February
28, 2010, prepared by the company, immediately follow.



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

<TABLE>
<CAPTION>
                                                                         As of               As of
                                                                      February 28,          May 31,
                                                                          2010               2009
                                                                        --------           --------
                                                                       (Unaudited)
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $     --           $  1,511
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                          --              1,511

NET FIXED ASSETS                                                             577                777
                                                                        --------           --------

      TOTAL ASSETS                                                      $    577           $  2,288
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accrued Expense                                                       $     --           $    780
  Advance from officer                                                     2,630                 --
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                  2,630                780

LONG-TERM LIABILITIES
  Loan Payable                                                                --             26,906
                                                                        --------           --------

TOTAL LONG-TERM LIABILITIES                                                   --             26,906

      TOTAL LIABILITIES                                                    2,630             27,686

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($0.0001 par value, 20,000,000 shares
   authorized; no shares issued)                                              --                 --
  Common stock, ($0.0001 par value, 80,000,000 shares
   authorized; 9,530,000 shares issued and outstanding
   as of February 28, 2010 and May 31, 2009                                  953                953
  Additional paid-in capital                                               9,166              9,166
  Deficit accumulated during development stage                           (12,172)           (35,517)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (2,053)           (25,398)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $    577           $  2,288
                                                                        ========           ========
</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 28,    February 28,    February 28,    February 28,
                                      2010            2009            2010            2009            2010
                                   ----------      ----------      ----------      ----------      ----------
<S>                                <C>             <C>             <C>             <C>             <C>
REVENUES
  Revenues                         $       --      $       --      $       --      $       --      $       --
                                   ----------      ----------      ----------      ----------      ----------
TOTAL REVENUES                             --              --              --              --              --

OPERATING COSTS
  Depreciation                            200             200              67              66             759
  Administrative expenses              10,129          14,442           2,707           3,114          43,841
                                   ----------      ----------      ----------      ----------      ----------
TOTAL OPERATING COSTS                 (10,329)        (14,642)         (2,774)         (3,180)        (44,600)
                                   ----------      ----------      ----------      ----------      ----------
OTHER INCOME & (EXPENSES)
  Other income                             --             100              --             100             100
  Forgiveness                          34,565              --          34,565              --          34,565
  Interest expense                       (891)           (760)             --            (328)         (2,237)
                                   ----------      ----------      ----------      ----------      ----------
TOTAL OTHER INCOME & (EXPENSES)        33,674            (660)         34,565            (228)         32,428
                                   ----------      ----------      ----------      ----------      ----------

NET INCOME (LOSS)                  $   23,345      $  (15,302)     $   31,791      $   (3,408)     $  (12,172)
                                   ==========      ==========      ==========      ==========      ==========

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


                        See Notes to Financial Statements

                                       4
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
            From April 4, 2001 (inception) through February 28, 2010
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                     Accumulated
                                                           Common      Additional      During
                                            Common         Stock        Paid-in      Development
                                            Stock          Amount       Capital         Stage          Total
                                            -----          ------       -------         -----          -----
<S>                                         <C>           <C>           <C>             <C>             <c>
BALANCE APRIL 4, 2001                             --       $   --       $    --       $      --       $      --

Net Loss, May 31, 2001                                                                      --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2001                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2002                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2002                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2003                            --           --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2003                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2004                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2004                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2005                            --           --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2005                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash and
 services on December 7, 2005
 @ $.002 per share                           500,000           50            50                             100
Net Loss, May 31, 2006                                                                     (100)           (100)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2006                        500,000           50            50            (100)             --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash on May 9,
  2007 @ $.000625 per share                8,000,000          800         4,200                           5,000
Stock issued for services on May 9,
  2007 @ $.000625 per share                   30,000            3            16                              19
Net Loss, May 31, 2007                                                                      (41)            (41)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2007                      8,530,000          853         4,266            (141)          4,978
                                          ----------       ------       -------       ---------       ---------
Stock Issued for cash on August 27,
  2007 @ $.005 per share                   1,000,000          100         4,900                           5,000
Net Loss, May 31, 2008                                                                  (15,654)        (15,654)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2008                      9,530,000          953         9,166         (15,795)         (5,676)
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2009                                                                  (19,722)        (19,722)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2009                      9,530,000          953         9,166         (35,517)        (25,398)
                                          ----------       ------       -------       ---------       ---------
Net Loss, February 28, 2010                                                              23,345          23,345
                                          ----------       ------       -------       ---------       ---------
BALANCE, FEBRUARY 28, 2010 (UNAUDITED)     9,530,000       $  953       $ 9,166       $ (12,172)      $  (2,053)
                                          ==========       ======       =======       =========       =========
</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 28,    February 28,   February 28,   February 28,
                                                       2010            2009            2010           2009           2010
                                                     --------        --------        --------       --------       --------
<S>                                                  <C>             <C>             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $ 23,345        $(15,302)       $ 31,791       $ (3,408)      $(12,172)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation                                         200             200              67             66            759
     Common stock issued for services                      --              --              --             --             69

  Changes in operating assets and liabilities:
     Increase (decrease) in accrued expenses             (780)           (326)            (66)           229             --
                                                     --------        --------        --------       --------       --------
      NET CASH PROVIDED BY (USED IN)
       OPERATING ACTIVITIES                            22,765         (15,428)         31,792         (3,113)       (11,344)

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in advance from officer           2,630              --           2,630             --          2,630
  Increase (Decrease) in note payable                 (26,906)         12,871         (32,999)            --             --
  Issuance of common stock                                 --              --              --             --            925
  Additional paid-in capital                               --              --              --             --          9,125
                                                     --------        --------        --------       --------       --------
      NET CASH PROVIDED BY (USED IN)
       FINANCING ACTIVITIES                           (24,276)         12,871         (30,369)            --         12,680
                                                     --------        --------        --------       --------       --------

NET INCREASE (DECREASE) IN CASH                        (1,511)         (2,557)          1,423         (3,113)            --

CASH AT BEGINNING OF PERIOD                             1,511           2,952             162          3,508             --
                                                     --------        --------        --------       --------       --------

CASH AT END OF PERIOD                                $     --        $    395        $     --       $    395       $     --
                                                     ========        ========        ========       ========       ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year 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, 2010
--------------------------------------------------------------------------------

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.

The Company has evaluated  subsequent  events  through April 13, 2010,  the date
which the financial  statements  were issued.  The Company has  determined  that
there  were no  such  events  that  warrant  disclosure  or  recognition  in the
financial statements.

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.  The  Company  has  elected a May 31,  year-end.  Interim  Financial
Statements The accompanying  interim  unaudited  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions to Form 10-Q and Article 8 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In our opinion,  all  adjustments  (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three and nine months period ended February
28, 2010 are not necessarily  indicative of the results that may be expected for
the year ending May 31, 2010.  For further  information,  refer to the financial
statements and footnotes thereto included in our Form 10-K Report for the fiscal
year ended May 31, 2009.

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.

                                       7
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2010
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED

D. INCOME TAXES

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

E. USE OF ESTIMATES AND ASSUMPTIONS

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

These  estimates and assumptions  also affect the reported  amounts of revenues,
costs and expenses  during the  reporting  period.  Management  evaluates  these
estimates and  assumptions on a regular basis.  Actual results could differ from
those estimates.

F. PER SHARE INFORMATION

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

G. STOCK-BASED COMPENSATION

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

                                       8
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2010
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  February  2010,  the FASB issued  Accounting  Standards  Update  ("ASU") No.
2010-09,  "Amendments to Certain Recognition and Disclosure  Requirements" ("ASU
2010-09"),  which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required  to evaluate  subsequent  events  through  the date that the  financial
statements  are issued.  ASU 2010-09 is effective upon the issuance of the final
update  and  did  not  have a  significant  impact  on the  Company's  financial
statements.

In June 2009,  the FASB issued  guidance  now  codified  as ASC 105,  "Generally
Accepted Accounting Principles" as the single source of authoritative accounting
principles  recognized by the FASB to be applied by nongovernmental  entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those  issued by the SEC.  ASC 105 does not change  current  U.S.  GAAP,  but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative  literature  related  to a  particular  topic  in one  place.  The
adoption of ASC 105 did not have a material  impact on the  Company's  financial
statements, but did eliminate all references to pre-codification standards.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

NOTE 3: GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$12,172 during the period from April 4, 2001  (inception)  through  February 28,
2010. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

NOTE 4: WARRANTS AND OPTIONS

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

NOTE 5: PROPERTY AND EQUIPEMENT

Property and equipment consists of the following:

                                                            As of
                                              ------------------------------
                                              February 28,           May 31,
                                                 2010                 2009
                                               --------             --------

Equipment                                      $  1,336             $  1,336
                                               --------             --------
      Total Fixed Assets                          1,336                1,336
Less: Accumulated Depreciation                     (759)                (559)
                                               --------             --------
      Net Fixed Assets                         $    577             $    777
                                               ========             ========

Depreciation expenses for the three months ended February 28, 2010 and 2009 were
$67 and $66,  respectively  ($200 and $200 for the nine month ended February 28,
2010 and 2009, respectively).

                                       9
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2010
--------------------------------------------------------------------------------

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.

Advances from officers and directors are interest  free. As of February 28, 2010
and May 31,  2009,  $2,630  and nil funds  have been  advanced  to the  Company,
respectively.

NOTE 7: LOAN PAYABLE

                                              February 28,           May 31,
                                                 2010                 2009
                                               --------             --------

Long-term                                      $     --             $ 26,906
                                               --------             --------
Total                                          $     --             $ 26,906
                                               ========             ========

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.

On May 30, 2009, the Company  received  $5,035 loan from Travers  International,
Inc. This loans is at 6% interest with principle and interest all due on May 30,
2012 (Note 5)

On August 31, 2009, the Company received $5,393 loan from Travers International,
Inc. This loan is at 6% interest  with  principle and interest all due on August
31, 2012. (Note 6)

On  November  30,  2009,   the  Company   received   $3,548  loan  from  Travers
International,  Inc. This loan is at 6% interest with principle and interest all
due on November 30, 2011. (Note 7)

Interest  expense for the three months ended February 28, 2010 and 2009 was zero
and  $328.  Accrued  interest  expense  in total on the  loan was  $2,237  as of
February 28, 2010.

On February 28, 2010 Travers International, Inc. forgave all notes in the amount
of  $32,999  and  related  interest  payable  of $1,566  resulting  in a gain of
$34,565. The Company recorded this amount as other income.

                                       10
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                February 28, 2010
--------------------------------------------------------------------------------

NOTE 8: NET OPERATING LOSSES

As of February 28, 2010,  the Company had a net operating loss  carryforward  of
approximately  $12,172.  Net operating loss  carryforward,  expires twenty years
from the date the loss was incurred.

NOTE 9: STOCK TRANSACTIONS

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

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

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

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

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

As of February,  2010,  the Company had 9,530,000  shares of common stock issued
and outstanding.

NOTE 10: STOCKHOLDERS' EQUITY

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

Common stock, $0.0001 par value: 80,000,000 shares authorized;  9,530,000 issued
and outstanding as of February 28, 2010.

Preferred stock,  $0.0001 par value:  20,000,000  shares  authorized;  no shares
issued and outstanding as of February 28, 2010.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

GENERAL INFORMATION

Ads in Motion was incorporated in Delaware on April 4, 2001. Our address and
telephone numbers are 4139 Corral Canyon, Bonita CA 91902; Phone(619) 200-6769,
Fax (619) 421-2653. Ads in Motion 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. 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, 2010 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 9,530,000 common shares issued and outstanding as of
February 28, 2010.

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PLAN OF OPERATION

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

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $12,172 in
expenses through February 28, 2010.

The following table provides selected financial data about our company for the
period ended February 28, 2010.

                     Balance Sheet Data:           2/28/10
                     -------------------           -------

                     Cash                          $    --
                     Total assets                  $   577
                     Total liabilities             $ 2,630
                     Shareholders' equity          $(2,053)

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

We incurred operating expenses of $2,774 and $3,180 for the three months ended
February 28, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.

We incurred operating expenses of $10,329 and $14,642 for the nine months ended
February 28, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.

LIQUIDITY AND CAPITAL RESOURCES

We had no cash in the bank at February 28, 2010, total assets were $577 and
outstanding liabilities were $2,630. Since inception Travers International, Inc,
a shareholder, has provided funding that enabled us to maintain a positive cash
flow. On February 28, 2010 Travers International, Inc. forgave all notes in the
amount of $32,999 and related interest payable of $1,566 resulting in a gain of
$34,565. The Company recorded this amount as other income. The Company does not
have the cash needed to pay for our current level of operating expenses over the

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next twelve months. An officer of the Company has verbally agreed to loan us the
funds to continue operations, however he has no legal obligation to do so. We
are a development stage company and have generated no revenue to date. We
anticipate that we will need approximately $5,000 through the second quarter
2010 or until we are able to receive additional funding or generate revenues.
These fees are estimated to be $3,000 for accounting and legal fees and $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, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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                           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 Form 10-Q filed on January 12,
     2010 on the website at www.sec.gov
**   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.

April 13, 2010

Ads in Motion, Inc., Registrant

By: Edward F. Myers III


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


By: "S" Douglas Henderson


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

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