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 August 31, 2008

                        Commission File Number 333-143935


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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

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

                       (619) 200-6769 Fax: (619) 267-0452
                     (Telephone number, including area code)

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,530,000 shares as of October 1,
2008.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The quarterly financial statements for the 3 months ended August 31, 2008,
prepared by the company, immediately follow.



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

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

CURRENT ASSETS
  Cash                                                                     $  3,891           $  2,952
                                                                           --------           --------
TOTAL CURRENT ASSETS                                                          3,891              2,952

NET FIXED ASSETS                                                                978              1,044
                                                                           --------           --------

      TOTAL ASSETS                                                         $  4,869           $  3,996
                                                                           ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Loan Payable                                                             $  4,000           $     --
  Accrued Expense                                                               418                672
                                                                           --------           --------
TOTAL CURRENT LIABILITIES                                                     4,418                672

LONG-TERM LIABILITIES
  Loan Payable                                                               14,200              9,000
                                                                           --------           --------
TOTAL LONG-TERM LIABILITIES                                                  14,200              9,000

      TOTAL LIABILITIES                                                      18,618              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 August 31, 2008
   and May 31, 2008, respectively)                                              953                953
  Additional paid-in capital                                                  9,166              9,166
  Deficit accumulated during development stage                              (23,868)           (15,795)
                                                                           --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                        (13,749)            (5,676)
                                                                           --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                   $  4,869           $  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
                                        Three Months         Three Months          (inception)
                                           Ended                Ended                through
                                          August 31,           August 31,           August 31,
                                            2008                 2007                 2008
                                         ----------           ----------           ----------
<S>                                      <C>                  <C>                  <C>
REVENUES
  Revenues                               $       --           $       --           $       --
                                         ----------           ----------           ----------
TOTAL REVENUES                                   --                   --                   --

OPERATING COSTS
  Depreciation                                   67                   68                  358
  Administrative expenses                     7,845                5,988               23,092
                                         ----------           ----------           ----------
TOTAL OPERATING COSTS                        (7,912)              (6,056)             (23,450)

OTHER INCOME & (EXPENSES)
  Interest expense                             (161)                 (57)                (418)
                                         ----------           ----------           ----------
TOTAL OTHER INCOME & (EXPENSES)                (161)                 (57)                (418)
                                         ----------           ----------           ----------

NET INCOME (LOSS)                        $   (8,073)          $   (6,113)          $  (23,868)
                                         ==========           ==========           ==========

BASIC EARNINGS PER SHARE                 $    (0.00)          $    (0.00)
                                         ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                9,530,000            8,703,913
                                         ==========           ==========
</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 August 31, 2008
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                     Accumulated
                                                           Common      Additional      During
                                            Common         Stock        Paid-in      Development
                                            Stock          Amount       Capital         Stage          Total
                                            -----          ------       -------         -----          -----
<S>                                         <C>           <C>           <C>             <C>             <c>
BALANCE APRIL 4, 2001                             --       $   --       $    --       $      --       $      --

Net Loss, May 31, 2001                                                                      --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2001                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2002                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2002                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2003                            --           --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2003                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2004                                                                       --              --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2004                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Net Loss, May 31, 2005                            --           --
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2005                             --           --            --              --              --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash and
 services on December 7, 2005
 @ $.002 per share                           500,000           50            50                             100

Net Loss, May 31, 2006                                                                     (100)           (100)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2006                        500,000           50            50            (100)             --
                                          ----------       ------       -------       ---------       ---------
Stock issued for cash on May 9,
  2007 @ $.000625 per share                8,000,000          800         4,200                           5,000

Stock issued for services on May 9,
  2007 @ $.000625 per share                   30,000            3            16                              19

Net Loss, May 31, 2007                                                                      (41)            (41)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2007                      8,530,000          853         4,266            (141)          4,978
                                          ----------       ------       -------       ---------       ---------
Stock Issued for cash on August 27,
  2007 @ $.005 per share                   1,000,000          100         4,900                           5,000

Net Loss,  May 31, 2008                                                                 (15,654)        (15,654)
                                          ----------       ------       -------       ---------       ---------
BALANCE, MAY 31, 2008                      9,530,000          953         9,166         (15,795)         (5,676)
                                          ----------       ------       -------       ---------       ---------
Net Loss, August 31, 2008                                                                (8,073)         (8,073)

BALANCE, AUGUST 31, 2008 (UNAUDITED)       9,530,000       $  953       $ 9,166       $ (23,868)      $ (13,749)
                                          ==========       ======       =======       =========       =========
</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
                                                                 Three Months       Three Months        (inception)
                                                                    Ended              Ended              through
                                                                   August 31,         August 31,         August 31,
                                                                     2008               2007               2008
                                                                   --------           --------           --------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (8,073)          $ (6,113)          $(23,868)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation                                                        67                 68                358
     Common stock issued for services                                    --                 --                 69

  Changes in operating assets and liabilities:
     Increase (decrease) in accrued expenses                           (255)                57                418
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        (8,261)            (5,988)           (23,023)

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in loan payable - short term                               4,000              4,000
  Increase in loan payable - long term                                5,200              4,000             14,200
  Issuance of common stock                                               --                100                925
  Additional paid-in capital                                             --              4,900              9,125
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         9,200              9,000             28,250
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                         939              3,012              3,891

CASH AT BEGINNING OF PERIOD                                           2,952              3,664                 --
                                                                   --------           --------           --------

CASH AT END OF PERIOD                                              $  3,891           $  6,676           $  3,891
                                                                   ========           ========           ========

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)
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 1: ORGANIZATION AND DESCRIPTIONS OF BUSINESS

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

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

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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

B. CASH EQUIVALENTS

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

C. PROPERTY AND EQUIPMENT

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

D. REVENUE RECOGNITION

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

E. INCOME TAXES

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

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

                                       7
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED

F. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated net losses of
$23,868 during the period from April 4, 2001 (inception) through August 31,
2008. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

NOTE 4: WARRANTS AND OPTIONS

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

NOTE 5: PROPERTY AND EQUIPEMENT

Property and equipment consists of the following:

                                                          As of
                                              ----------------------------
                                              Aug. 31,             May 31,
                                                2008                2008
                                              -------             -------
     Equipment                                $ 1,336             $ 1,336
                                              -------             -------
        Total Fixed Assets                      1,336               1,336
     Less: Accumulated Depreciation              (358)               (292)
                                              -------             -------

        Net Fixed Assets                      $   978             $ 1,044
                                              =======             =======

Depreciation expenses for the three months ended August 31, 2008 and 2007 were
$67 and $68

NOTE 6: RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property. The officers
and directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities as they become

                                       8
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 6: RELATED PARTY TRANSACTION (CONTINUTED)

available, such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 7: LOAN PAYABLE

                                  August 31, 2008        May 31, 2008
                                  ---------------        ------------
              Short-term              $ 4,000              $    --
              Long-term                14,200                9,000
                                      -------              -------

              Total                   $18,200              $ 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.

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

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

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

Interest expense for the three months ended August 31, 2008 and 2007 was $161
and $57. Accrued interest expense in total on these loans was $418 as of August
31, 2008.

NOTE 8: NET OPERATING LOSSES

As of August 31, 2008, the Company had a net operating loss carryforward of
approximately $23,868. 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 August 31, 2008, the Company had 9,530,000 shares of common stock issued
and outstanding.

                                       9
<PAGE>
                               ADS IN MOTION, INC.
                          (A Development Stage Company)
                    Notes to Financial Statements (Unaudited)
                                 August 31, 2008
--------------------------------------------------------------------------------

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 August 31, 2008.

Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding as of August 31, 2008.

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

Certain statements in this report on Form 10-K 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 August 31, 2008 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 9,530,000 common shares issued and outstanding as of
August 31, 2008.

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

PLAN OF OPERATION

BUSINESS OPERATIONS OVERVIEW

The following are the projected future activities of the company in milestone
format. The specific timing of each milestone will depend on the ability of Ads
in Motion to raise capital, therefore these dates are estimates which may not be
met.

MILESTONES:

1.   Business plan for business was purchased from Eugene Hill.

2.   Installation of an advanced prototype into an elevator was completed in
     July of 2007. Installation of a flat screen TV in a mobile van was
     completed also in June 2007. Cost of elevator prototype installation was
     approximately $700 and the mobile van installation prototype was $1,500.

3.   A very preliminary brochure for van display was completed in May 2007. A
     small initial market study was carried out solely by Ads in Motion in
     November and December 2007.

4.   Further development of a brochure for elevator advertising was completed in
     June 2008 at a cost of approximately $350. In July 2008 the company
     completed its first full color mail out postcard showing the displays on
     its mobile van at a cost of $450.

5.   Elevator display brochures will be mailed to office building managers in
     San Diego in October, 2008, followed by telephone inquiries by the end of
     November.

6.   Van display postcards will be mailed to local businesses in a few suburban
     neighborhoods in October, 2008 at a cost of approximately $200. With
     interested inquiries, follow up demonstrations will be arranged.

7.   Have developed list of manufacturers and are currently assessing potential
     costs. Advertising pricing has been estimated at least for trial period.
     Quantity of hardware will depend on outcome of trial mailing.

8.   Depending on results of mailing a small initial order will be attempted
     before the end of 2008. Cost will depend on information obtained in
     milestone 7.

9.   Late fall of 2008. Market initial service to companies identified by
     mailing results.

10.  Determine future service and sales effort from information gained from
     initial sales effort. Depending on the size of the market and potential,
     Ads in Motion may need to obtain addition capital from loans or sale of
     additional equity.

                                       12
<PAGE>
11.  In May 2007 the Company completed publishing its first full color brochure
     showing the displays on its mobile vans.

In the next 12 months, Ads in Motion will pursue arrangements for the sale of
its services. Revenues are expected late 2008, but no assurance can be given. A
manufacturing source for the mounting brackets for elevators and the monitors
has been found and pricing and availability is being investigated. Flat-screen
TVs are readily available. The holding frame to be installed in the vehicle has
been built by a local fabricator and a prototype installed. Ads in Motion
purchases the video screens systems for elevators from Ceiva, Inc. Initial
placement of these services in appropriate outlets will take place in the fourth
quarter of 2008 in San Diego County as a starting location.

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $23,868 in
expenses through August 31, 2008.

The following table provides selected financial data about our company for the
period ended August 31, 2008.

                  Balance Sheet Data:                8/31/08
                  -------------------                -------

                  Cash                              $  3,891
                  Total assets                      $  4,869
                  Total liabilities                 $ 18,618
                  Shareholders' equity              $(13,749)

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

We incurred operating expenses of $8,073 and $6,113 for the three months ended
August 31, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at August 31, 2008 was $3,891, total assets were $4,869 and
outstanding liabilities were $18,618. Our directors have agreed to provide
funding that will enable us to maintain a positive cash flow needed to pay for
our current level of operating expenses over the next twelve months, which would
include miscellaneous office expenses, bookkeeping and audit fees. There are no

                                       13
<PAGE>
formal commitments or arrangements with our directors to advance or loan funds.
We are a development stage company and have generated no revenue to date. We
estimate our current cash balance of $3,891, along with possible loans from our
directors, will be sufficient for office expenses and fees. We anticipate that
we will need approximately $5,000 through 2008 or until we are able to receive
additional funding or generate revenues. These fees are estimated to be $3,000
for accounting and legal fees and $2,000 for administrative costs.

GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.

ITEM 4. CONTROLS AND PROCEDURES

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

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

                                       14
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

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

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

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

                                   SIGNATURES

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

October 1, 2008

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

                                       15