UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


Form
10-QSB





(Mark
One)





x QUARTERLY REPORT UNDER
TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31, 2008





o TRANSITION REPORT UNDER
SECTION 13 OR 15(d)  OF THE


SECURITIES
EXCHANGE ACT OF 1934


For the
transition period from _______ to _______.





Commission
File Number: 0-09358





IMPART MEDIA GROUP,
INC.





(Exact
name of small business issuer as specified in its charter)





Nevada
            
            88-0441338(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





1300
North Northlake Way


Seattle,
WA 98103





(Address
of principal executive offices)





(206)
633-1852


(Issuer's
telephone number)





N/A





(Former
name, former address and former fiscal year, if changed since last
report)





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 past 90 days. Yes x No o




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




Due to
the Company's bankruptcy, the Company has no shares of common or preferred stock
currently outstanding. The Company's common stock currently trades on the OTC
Bulletin Board under the symbol “IMMG”.





Transitional
Small Business Disclosure Format (check one): Yes o No x








1





PART
I - FINANCIAL INFORMATION




ITEM
1.                       
FINANCIAL STATEMENTS.




The unaudited consolidated financial statements of Impart Media
Group, Inc. (“we,” “us,” “our,” “the Company” and “IMG”) as of the three and six
months ended March 31, 2008 and 2007 are attached hereto. The Company's
consolidated financial statements are denominated in United States currency and
are prepared in accordance with accounting principles generally accepted in the
United States.





It is the
opinion of management that the interim consolidated financial statements for the
three and six months ended March 31, 2008 include all adjustments necessary in
order to ensure that the consolidated financial statements are not
misleading.  These statements reflect all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position,
results of operations and cash flows for the interim periods presented in
accordance with accounting principles generally accepted in the United States of
America.  Except where noted, these interim consolidated financial
statements follow the same accounting policies and methods of their application
as the Company's September 30, 2007 audited annual consolidated financial
statements.  All adjustments are of a normal recurring
nature.  It is suggested that these interim consolidated financial
statements be read in conjunction with the Company's September 30, 2007 audited
annual consolidated financial statements.





Operating
results for the three and six months ended March 31, 2008 are not necessarily
indicative of the results that can be expected for the year ending September 30,
2008.


2





IMPART
MEDIA GROUP, INC. AND SUBSIDIARIES


(Debtors-In-Possession
as of May 21, 2008)


CONDENSED
CONSOLIDATED BALANCE SHEETS







March
      31, 2008
              (Unaudited)
            
            
            September 30,2007
              (Audited)ASSETS
            
            (In thousands, except share and per share data)Current
      assets:Cash
            
            $
            30
            
            
            $
            169Restricted
      cash
            
            
            14
            
            
            
            143Accounts
      receivable, net
            
            
            5,450
            
            
            
            5,468Inventories
            
            
            58
            
            
            
            85Prepaid
      expenses and other current assets
            
            
            64
            
            
            
            45Total
      current assets
            
            
            5,616
            
            
            
            5,910Fixed
      assets, net
            
            
            336
            
            
            
            410Deferred
      financing costs, net
            
            
            —
            
            
            
            1,431Other
      assets
            
            
            40
            
            
            
            40Total
      assets
            
            $
            5,992
            
            
            $
            7,791LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
            
            $
            10,754
            
            
            $
            8,101Accrued
      liabilities
            
            
            1,106
            
            
            
            260Customer
      deposits
            
            
            8
            
            
            
            15Line
      of credit
            
            
            —
            
            
            
            2,349Notes
      payable to Novus
            
            
            20
            
            
            
            —Notes
      payable to related parties — current portion
            
            
            142
            
            
            
            76Convertible
      debentures
            
            
            2,100
            
            
            
            —Capital
      lease obligations — current portion
            
            
            49
            
            
            
            48Stock
      and other amounts payable to former IMA owners
            
            
            200
            
            
            
            200Total
      current liabilities
            
            
            14,379
            
            
            
            11,049Convertible
      debentures, net of current portion
            
            
            —
            
            
            
            1,609Notes
      payable to related parties, net of current portion
            
            
            150
            
            
            
            150Capital
      lease obligations, net of current portion
            
            
            16
            
            
            
            39Total
      liabilities
            
            
            14,545
            
            
            
            12,847Commitments
      and contingenciesStockholders’
      equity (deficit):Preferred
      stock, $0.001 par value; 25,000,000 shares authorized: 2,903,229 shares
      issued and outstanding
            
            
            3
            
            
            
            3Common
      stock, $0.001 par value; 100,000,000 shares authorized:23,959,248
      shares issued and outstanding as of March 31, 2008 and September 30,
      2007
            
            
            24
            
            
            
            24Additional
      paid in capital
            
            
            20,377
            
            
            
            20,377Accumulated
      deficit
            
            
            (28,957
            )
            
            
            (25,460
            )Total
      stockholders’ equity (deficit)
            
            
            (8,553
            )
            
            
            (5,056
            )Total
      liabilities and stockholders’ equity (deficit)
            
            $
            5,992
            
            
            $
            7,791




See notes
to condensed consolidated financial statements


3




IMPART
MEDIA GROUP, INC. AND SUBSIDIARIES


(Debtors-In-Possession
as of May 21, 2008)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




Three
      Months Ended
              March
31,
            
            
            Six
      Months Ended
              March
  31,2008
            
            
            2007
            
            
            
            2008
            
            
            2007(In thousands, except per share data)RevenueMedia
      services
            
            $
            1,639
            
            
            $
            1,265
            
            
            $
            3,077
            
            
            $
            2,375Managed
      subscriptions
            
            
            65
            
            
            
            97
            
            
            
            134
            
            
            
            179Consulting
      and design services
            
            
            19
            
            
            
            42
            
            
            
            33
            
            
            
            137Equipment
      sales
            
            
            83
            
            
            
            775
            
            
            
            403
            
            
            
            1,779Total
      revenue
            
            
            1,806
            
            
            
            2,179
            
            
            
            3,647
            
            
            
            4,470Cost
      of revenue
            
            
            390
            
            
            
            867
            
            
            
            869
            
            
            
            1,842Gross
      profit
            
            
            1,416
            
            
            
            1,312
            
            
            
            2,778
            
            
            
            2,628Other
      operating expensesWages
      and salaries
            
            
            843
            
            
            
            1,342
            
            
            
            2,046
            
            
            
            2,497Selling
      and marketing
            
            
            22
            
            
            
            98
            
            
            
            47
            
            
            
            278General
      and administrative
            
            
            615
            
            
            
            1,381
            
            
            
            1,109
            
            
            
            2,718Depreciation
      and amortization
            
            
            45
            
            
            
            191
            
            
            
            91
            
            
            
            390Total
      other operating expenses
            
            
            1,525
            
            
            
            3,012
            
            
            
            3,293
            
            
            
            5,883Loss
      from operations
            
            
            (109
            )
            
            
            (1,700
            )
            
            
            (515
            )
            
            
            (3,255
            )Other
      income (expense):Other
      income and expense, net
            
            
            (19
            )
            
            
            —
            
            
            
            (58
            )
            
            
            —Interest
      expense
            
            
            (285
            )
            
            
            (242
            )
            
            
            (2,924
            )
            
            
            (476
            )Total
      other expense
            
            
            (304
            )
            
            
            (242
            )
            
            
            (2,982
            )
            
            
            (476
            )Net
      loss
            
            $
            (413
            )
            
            $
            (1,942
            )
            
            $
            (3,497
            )
            
            $
            (3,731
            )Net
      loss attributable to common stockholders:Net
      loss
            
            $
            (413
            )
            
            $
            (1,942
            )
            
            $
            (3,497
            )
            
            $
            (3,731
            )Beneficial
      conversion feature of Series A preferred stock
            
            
            —
            
            
            
            (25
            )
            
            
            —
            
            
            
            (25
            )Revaluation
      of Series A preferred stock – conversion price reduction
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (974
            )Revaluation
      of Series A preferred stock – warrant exercise price
    reduction
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (935
            )Accretion
      of dividends on Series A preferred stock
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            183Net
      loss attributable to common stockholders
            
            $
            (413
            )
            
            $
            (1,967
            )
            
            $
            (3,497
            )
            
            $
            (5,482
            )Net
      loss per common share — basic and diluted
            
            $
            (0.02
            )
            
            $
            (0.09
            )
            
            $
            (0.15
            )
            
            $
            (0.24
            )Shares
      used in computing net loss per share — basic and diluted
            
            
            23,959
            
            
            
            22,630
            
            
            
            23,959
            
            
            
            22,549




See notes
to condensed consolidated financial statements


4




IMPART
MEDIA GROUP, INC. AND SUBSIDIARIES


(Debtors-In-Possession
as of May 21, 2008)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Six
      Months Ended
              March
      31,2008
            
            
            2007(In
      thousands)Operating
      activities:Net
      loss
            
            $
            (3,497
            )
            
            $
            (3,731
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Non-cash
      wages and salaries related to stock options
            
            
            —
            
            
            
            583Non-cash
      general and administrative expenses:Amortization
      of prepaid consulting expense
            
            
            —
            
            
            
            114Warrants
      issued for earned consulting services
            
            
            —
            
            
            
            (342
            )Common
      stock issued to settle legal dispute
            
            
            —
            
            
            
            268Non-cash
      interest expense:Warrants
      issued to bridge lenders
            
            
            —
            
            
            
            206Common
      stock issued to senior executives upon conversion of notes
      payable
            
            
            —
            
            
            
            40Amortization
      of deferred financing costs on line of credit:Warrants
            
            
            —
            
            
            
            698Other
      deferred financing costs
            
            
            1,430
            
            
            
            146Common
      stock issued to Laurus for extended filing date
            
            
            —
            
            
            
            52Other
      non-cash interest expense
            
            
            491
            
            
            
            (522
            )Bad
      debt expense
            
            
            —
            
            
            
            16Depreciation
      and amortization
            
            
            91
            
            
            
            390Other
      adjustments
            
            
            —
            
            
            
            (34
            )Changes
      in assets and liabilities, excluding assets and liabilities from
      acquisitions:Accounts
      receivable
            
            
            18
            
            
            
            (3,514
            )Inventories
            
            
            27
            
            
            
            412Prepaid
      expenses and other current assets
            
            
            (19
            )
            
            
            1,687Other
      assets
            
            
            —
            
            
            
            (561
            )Accounts
      payable
            
            
            2,514
            
            
            
            3,606Other
      current liabilities
            
            
            1,273
            
            
            
            (85
            )Net
      cash provided by (used in) operating activities
            
            
            2,328
            
            
            
            (571
            )Investing
      activities:Purchases
      of fixed assets
            
            
            (16
            )
            
            
            (38
            )Net
      cash used in investing activities
            
            
            (16
            )
            
            
            (38
            )Financing
      activities:Payments
      on capital lease obligations
            
            
            (21
            )
            
            
            (27
            )Net
      borrowings (repayments) on line of credit
            
            
            (2,155
            )
            
            
            617Proceeds
      from the sale of common stock, net
            
            
            (275
            )
            
            
            223Net
      cash provided by (used in) financing activities
            
            
            (2,451
            )
            
            
            813Net
      increase (decrease) in cash
            
            
            (139
            )
            
            
            204Cash
      — beginning of period
            
            
            169
            
            
            
            195Cash
      — end of period
            
            $
            30
            
            
            $
            399Supplemental
      disclosure:Cash
      paid for interest
            
            $
            864
            
            
            $
            94




See notes
to condensed consolidated financial statements


5


IMPART
MEDIA GROUP, INC.


(Debtors-In-Possession
as of May 21, 2008)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




Note
1.  Chapter 11 Reorganization





Following
the filing of an involuntary petition on February 14, 2008, Impart Media Group,
Inc. (the "Company") consented to bankruptcy relief, and the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”)
entered an order for relief under Chapter 11 on May 21,
2008.  Thereafter, the Company has operated as a debtor-in-possession
pursuant to 11 U.S.C. Sections 1107 and 1108.  Additionally, one of
the Company’s subsidiaries, Impart, Inc. (“Impart”), filed its own voluntary
petition under Chapter 11 on May 21, 2008 and the two bankruptcy cases were
administered jointly.  The Company’s subsidiary, Impart Media
Advertising, Inc. ("IMA"), was not included in the bankruptcy filing and the
Company subsequently sold its ownership interest to IMA’s management, with
Bankruptcy Court approval.




On
September 17, 2008, the Company and Impart (together, the “Debtors”) and Enable
Growth Partners, L.P., Enable Opportunity Partners, L.P., Pierce Diversified
Strategy Master Fund, ENA, Hudson Bay Fund, L.P., and Hudson Overseas Fund, Ltd.
(the “Creditor Proponents”) filed with the Bankruptcy Court a plan of
reorganization (“the Plan”) consolidating the two cases.  On January
29, 2009, the Plan was confirmed by the Bankruptcy Court and went effective on
February 11, 2009 (the “Effective Date”).  Pursuant to the Plan,
administrative and priority creditors will be paid 100% of their claims and
general unsecured creditors will receive their pro-rata share of the remaining
cash.  The Creditor Proponents waived cash distributions on all of
their claims and will receive equity in the reorganized
company.  Pursuant to the Plan, all equity interests existing at the
time of the bankruptcy filing, including common stock, preferred stock, options,
and warrants, were cancelled, and the convertible debentures were
satisfied.




The
Company's unaudited condensed consolidated financial statements are prepared
consistent with accounting principles generally accepted in the United States
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  However,
as shown in the unaudited condensed consolidated financial statements, the
Company has sustained substantial losses and has relied primarily on sales of
securities and proceeds from borrowings for operating capital, which, along with
the Chapter 11 filing under the Bankruptcy Code, raise substantial doubt about
the Company's ability to continue as a going concern.





Note  2.  Description
of Business





The
Company, which was headquartered in Seattle, Washington, provided digital
signage in the business-to-consumer media sector.  The Company also
provided consulting, design, integration, fabrication, assembly, IP
connectivity, quality assurance, creative production, installation, onsite
maintenance, web-data hosting, network monitoring and content management
services throughout the United States (and in global markets through the
Company's authorized distributors).  As a result of the Company's
acquisition of E&M Advertising, Inc. and its affiliates, renamed IMA, in
February 2006, the Company also provided offline and online direct response
advertising capabilities.  As described in Note 8, the Company's
Seattle operations were sold in May 2008 and IMA was sold in October
2008.  The Company currently has no operating activities.




Note
3.  Summary of Significant Accounting Policies





Basis of Preparation —The
accounting policies used in the preparation of the Company's audited
Consolidated Financial Statements are disclosed in the Company's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2007.  The
accompanying unaudited interim financial statements should therefore be read in
conjunction with the audited Consolidated Financial Statements for the fiscal
year ended September 30, 2007 included in the Company's Annual Report on Form
10-KSB.  In the opinion of management, the interim financial
statements include all adjustments of a normal recurring nature considered
necessary to present fairly the financial position for the periods
shown.  Quarterly results are not necessarily indicative of the
results which may be expected for the full fiscal year.





Loss per Share — Basic loss per
share is computed by dividing net loss attributable to common stockholders by
the weighted average number of common stock shares outstanding during the
period.  Diluted loss per share, which would include the effect of the
conversion of unexercised stock options, unexercised warrants to purchase common
stock, and convertible preferred stock, is not separately computed because
inclusion of such conversions is antidilutive.  In these cases, basic
and diluted loss per share is the same.





Basic and
diluted weighted average common shares outstanding, and the potentially dilutive
securities excluded from loss per share computations because they are
antidilutive, are as follows for March 31, 2008 and 2007:





March 31,2008
            
            
            2007Convertible
      debentures
            
            
            16,378,000
            
            
            
            0Convertible
      Series A preferred stock
            
            
            2,903,229
            
            
            
            4,500,005Common
      stock options
            
            
            0
            
            
            
            3,892,500Common
      stock warrants
            
            
            5,646,194
            
            
            
            4,913,113Total
            
            
            24,927,423
            
            
            
            13,305,618





As more
fully described in the Form 10-KSB for September 30, 2007, all incentive
stock options were deemed forfeited in December 2007. Pursuant to the Plan, all
equity interests existing at the time of the bankruptcy filing, including common
stock, preferred stock, options, and warrants, were
cancelled.


6


Advertising Costs— The
Company expenses the costs of producing advertisements at the time production
occurs and expenses the costs of communicating advertisements in the period in
which the advertising space or airtime is used.  Advertising costs
were $8,446 and $8,358 for the three months ended March 31, 2008 and 2007 and
$21,259 and $18,516 for the six months March 31, 2008 and 2007,
respectively.





Revenue Recognition — The Company's
revenue recognition policies are based on the requirements of Securities and
Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104
“Revenue Recognition,” the provisions of AICPA Statement of Position (“SOP”) No.
81-1, “Accounting for Performance of Construction-Type and Certain
Production-Type Contracts” (“SOP 81-1”) and the guidance set forth in EITF Issue
99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent”. Revenue
is recognized when there is persuasive evidence that an arrangement exists,
delivery has occurred, collectability is reasonably assured, and fees are fixed
or determinable.





Substantially
all of the Company's revenues are generated from media services which consist of
sales of brokered advertising and certain other consulting, content creation,
and Internet-based advertising fees.  Because the Company typically
acted as an agent on behalf of the Company's advertising clients, brokered
advertising revenues were recorded based on the net commissions
earned.  Media services revenues from consulting, content creation,
and Internet-based advertising fees were recorded at their gross billing
amounts.





The gross
and net billing amounts included in operating revenues for the three and six
months ended March 31, 2008 and 2007 are as follows (in thousands):





Three
      Months Ended March 31,
            
            
            Six
      Months Ended March 31,2008
            
            
            2007
            
            
            2008
            
            
            2007Consolidated
      gross revenue
            
            $
            14,532
            
            
            $
            10,411
            
            
            $
            25,225
            
            
            $
            19,411Direct
      cost of sales
            
            
            12,726
            
            
            
            8,232
            
            
            
            21,578
            
            
            
            14,940Consolidated
      net revenue
            
            $
            1,806
            
            
            $
            2,179
            
            
            $
            3,647
            
            
            $
            4,471





Revenue
from equipment sales is generally recognized when products were shipped and
ownership passes to the customer.  Revenue from management
subscriptions is recorded in the month the service was
provided.  Revenue from consulting and design services, which are all
short-term, is recognized using the completed-contract method under SOP
81-1.  There were no significant contracts in process at March 31,
2008 or 2007.





Recent Accounting Pronouncements— In accordance with Release No. 8760 of the Securities Act of 1933,
commencing with the Company's fiscal year ending September 30, 2009, the Company
will become subject to the requirement to include in the Company's annual report
management’s assessment of internal controls over financial
reporting.  This assessment will require us to document and test the
Company's internal control procedures in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002.  The Company's independent registered
public accountants will be required to audit the Company's assessment of
internal controls for the Company's fiscal year ending September 30,
2010.





Note
4.  Certain Assets and Liabilities





As a
result of the Plan, certain assets and liabilities will be settled for less than
amounts shown on the accompanying balance sheet, as follows:





Accounts Receivable -Accounts receivable at March 31, 2008 and September 30, 2007 is comprised
as follows:





March
      31,
              2008
            
            
            September
      30,
              2007IMG
      (in bankruptcy)
            
            $
            61
            
            
            $
            254IMA
      (not in bankruptcy)
            
            
            5,389
            
            
            
            5,214Total
      accounts receivable
            
            $
            5,450
            
            
            $
            5,468





Fixed assets, which primarily related
to the Company ("IMG"), were written down to their net realizable value at
September 30, 2007 and were sold pursuant to the Plan.  In addition,
inventory at March 31, 2008 and September 30, 2007, which solely related to IMG,
was sold pursuant to the Plan.





Accounts Payable-Accounts
payable at March 31, 2008 and September 30, 2007 is comprised as
follows:





March
      31,
              2008
            
            
            September
      30,
              2007IMG
      (in bankruptcy)
            
            $
            984
            
            
            $
            603IMA
      (not in bankruptcy)
            
            
            9,770
            
            
            
            7,498Total
      accounts payable
            
            $
            10,754
            
            
            $
            8,101


7


Accrued Expenses –Accrued expenses at March 31, 2008 and September 30,
2007 is comprised as follows:





March
      31,
              2008
            
            
            September
      30,
              2007IMG
      (in bankruptcy)
            
            $
            777
            
            
            $
            169IMA
      (not in bankruptcy)
            
            
            329
            
            
            
            91Total
      accrued liabilities
            
            $
            1,106
            
            
            $
            260





All of the remaining liabilities on the
balance sheet as of March 31, 2008 and September 30, 2007 relate solely to IMG
and are subject to compromise due to the bankruptcy as described in Note
1.





Note
5.  Line of Credit





In
January 2006, the Company entered into an agreement with Laurus Master Fund,
Ltd. (“Laurus”) pursuant to which Laurus agreed to provide us with a revolving
credit facility of up to $6 million (the “Facility”).





The
security agreement under the Facility defines an event of default as any default
in the performance of any other agreement relating to any of the Company's
indebtedness, the effect of which default is to cause, or permit the holder or
holders of such indebtedness to cause, such indebtedness to become due prior to
its stated maturity of such contingent obligation to become
payable.  Accordingly, the default on the debentures (as discussed in
Note 6) triggered an event of default under the Laurus Security Agreement as of
December 1, 2007, giving Laurus the right to accelerate payments in connection
with the Facility and, in addition to any other remedies available, to foreclose
upon the assets securing the facility.  Additionally, Laurus had the
right to receive 125% of the unpaid principal balance, plus accrued interest and
fees, as said principal became immediately due and payable upon any event of
default.  Laurus also was entitled to payment of a default interest
rate of 2% per month on all amounts due and such other remedies specified under
the agreement governing the facility and under the Uniform Commercial
Code.  All remaining deferred financing costs were expensed in the
quarter ended December 31, 2007.  All amounts due to Laurus were paid
as of March 31, 2008.





At March
31, 2008 and September 30, 2007, respectively, the Company held $14,000 and
$143,000 in cash identified as restricted under the Facility.  This
restricted cash is comprised of customer payments received into bank lockbox
accounts.  The restricted funds are swept from the accounts and
applied against the revolving credit line balance in accordance with the terms
of the agreement.  There is a balance in restricted cash as of March
31, 2008 because the terms of the agreement did not allow the restricted cash to
be released until April 2008.




Note
6.  Convertible Debentures
 
 In
February 2009, the Convertible Debentures, including all accrued interest and
penalties, were satisfied in exchange for equity in the Reorganized
Company.
  In May
2007, the Company entered into a Securities Purchase Agreement with six
institutional investors, pursuant to which the Company agreed to
sell unsecured convertible debentures (the “Convertible Debentures”) in the
aggregate principal amount of $2.1 million.  In connection with the
issuance of the Convertible Debentures, the Company paid to a placement agent
cash fees of approximately $150,000 and issued five-year warrants to purchase an
aggregate of 280,000 shares of common stock with an exercise price of $0.52 per
share, which contractually were due to expire on May 24, 2012.
 
 Purchasers
of the Convertible Debentures received registration rights pursuant to
a Registration Rights Agreement that required us to file a registration
statement under the Securities Act of 1933 covering the resale the shares of
common stock issuable upon conversion of the principal amount and interest
payable, which the Company filed with the SEC on July 10, 2007.  The
registration statement has not been declared effective.
 
 The cash
fees paid and the value of the warrants in association with the issuance of
Convertible Debentures were recorded as deferred finance costs totaling
approximately $302,000.  Due to the default described in the following
paragraphs, all remaining deferred finance costs have been expensed in the
quarter ended December 31, 2007.  As a result, the total discount on
the notes equaled $694,000.  Due to the default described in the
following paragraphs, all remaining debt discount has been expensed in the
quarter ended December 31, 2007.
 
 Under the
terms of the debentures, the Company was required to commence monthly redemption
against the principal debenture amount on December 1, 2007.  In lieu
of making such principal payment on December 1, 2007, the Company commenced
negotiations to restructure the Company's obligations under the terms of the
Convertible Debentures on December 3, 2007.  The Company did not
obtain a waiver and was declared in default.
 
 Pursuant
to the terms of the Convertible Debentures, the default gave each investor the
option to declare immediately due and payable all obligations under the
Convertible Debentures at an amount equal to all costs, fees and liquidated
damages plus the greater of (i) 130% of the outstanding principal amount of the
debenture plus accrued interest thereon or (ii) the outstanding principal amount
of the debenture plus accrued interest thereon divided by the conversion price
on the date of the default (approximately 25,890,000 shares).  As of
December 31, 2007, the Company accrued the 30% penalty totaling $630,000, which
is reflected as additional interest expense.
 8
 On
December 3, 2007, one investor invoked the right to convert cash liquidated
damages into shares of common stock at a conversion price of $0.1095, or 85% of
the ten day volume weighted average price of common stock.  Pursuant
to the terms of the debentures, conversion of liquidated damages at a conversion
price lower than the original conversion price of $0.75 would cause a downward
adjustment of the conversion price for all of the securities offered under the
Securities Purchase Agreement, such that the resulting conversion price would
equal the lower conversion rate.  As such, the conversion of the
debentures and the exercise price of the warrants issued under the securities
purchase agreement are equal to $0.1095 at December 31,
2007.  Assuming the conversion of all such debentures, the adjustment
would have resulted in the conversion of a total of approximately 16,378,000
additional shares of common stock.





Note 7.  Stockholders’
Equity





In
connection with the Plan, all equity interests existing at the time of the
bankruptcy filing, including common stock, preferred stock, options, and
warrants, were cancelled.




Late Filing of 10-KSB and Trading
Suspension Notice— On December 28, 2007, the Company filed, on Form
12b-25, a Notification of Late Filing of the Company's annual report Form 10-KSB
for the period ended September 30, 2007.  On January 18, 2008,
pursuant to NASDAQ Marketplace Rule 6530(e)(1)(“Rule 6530”) the Company's common
stock was suspended from trading on the Over-the-Counter Bulletin Board
(“OTCBB”) and the Company's trading symbol was changed to
IMMGE.  These measures were triggered by the Company's failure to
timely file the Company's 10-KSB with the SEC.  As this was the
Company's third failure to timely file within the prior two-year period a
periodic report with the SEC, the Company's common stock is ineligible for
quotation on the OCTBB under Rule 6530; the Company's common stock will remain
ineligible for quotation on the OCTBB until the Company has timely filed in a
complete form all required annual and quarterly reports due in a one-year
period.  There can be no assurance that the Company will be able to
regain compliance with the continued listing requirement of Rule
6530.








Note
8.  Commitments and Contingencies





Leases— The Company leased
space for the Company's corporate offices in Seattle, Washington under an
operating lease expiring in November 2018.  Certain officers,
directors, and stockholders are owners of the company that owns the
facility.  The Company vacated these premises in March 2008 and
defaulted on the lease.  Due to the Company's related party
relationship, the Company was not billed a lease cancellation fee or held
further responsible for the Company's obligations under the lease
agreement.





The
Company also leased office facilities in New York for IMA under an operating
lease, which was extended through June 2011.  This lease was assumed
by the new owners of IMA in October 2008.  The Company also had
various non-cancelable operating leases for automobiles and equipment that
expire at various dates through 2008.  These leases were cancelled on
the Effective Date pursuant to the Plan.





Contingencies— The Company
is subject to various legal proceedings and claims that arise in the ordinary
course of business. The Company's management currently believes that resolution
of such legal matters will not have a material adverse impact on the Company's
consolidated financial position, results of operations or cash
flows.





Note
9. Subsequent Events





Chapter 11 Bankruptcy
Proceedings— See Note 1 regarding the Company's entrance into bankruptcy
under Chapter 11 as a result of involuntary petition filed in February
2008.





Changes in Executive Officers— As a result of the Plan discussed in Note 1, in February 2009, all of
the existing officers and directors were removed from their positions and were
replaced by Barry Eisenberg as sole officer and director.




Sales of Seattle Operations and IMA
Subsidiary— In May 2008, with the approval of the Bankruptcy Court, the
assets of the Seattle operations were sold for $390,000.  In October
2008, with the approval of the Bankruptcy Court, the stock of IMA was sold for
$100,000.


9


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





Statements
contained herein that are not historical fact may be forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, an amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended, that are subject to a variety of risks and uncertainties.
Forward-looking statements are inherently subject to risks and uncertainties,
many of which the Company cannot predict with accuracy and some of which the
Company might not even anticipate. Although the Company believe that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions at the time made, the Company can give no assurance that
such expectations will be achieved. Factors that would cause actual results to
differ materially from those projected or suggested in any forward-looking
statements are contained in the Company's filings with the Securities and
Exchange Commission, including those factors discussed under the captions
“Forward-Looking Information” in the Company's most recent Annual Report on Form
10-K, as may be supplemented or amended by the Company's Quarterly Reports on
Form 10-Q, which the Company urge investors to consider. The Company undertake
no obligation to publicly release revisions in such forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrences of unanticipated events or circumstances, except as
otherwise required by securities and other applicable laws.





Overview





Impart
Media Group, Inc. (the “Company” or "IMG") is a Nevada corporation formed in
1996.  The Company, which was headquartered in Seattle, Washington,
provided digital signage in the business-to-consumer media
sector.  The Company also provided consulting, design, integration,
fabrication, assembly, IP connectivity, quality assurance, creative production,
installation, onsite maintenance, web-data hosting, network monitoring and
content management services throughout the United States (and in global markets
through the Company's authorized distributors).  As a result of the
Company's acquisition of E&M Advertising, Inc. and its affiliates, renamed
Impart Media Advertising, Inc. (“IMA”), in February 2006, the Company also
provided offline and online direct response advertising
capabilities.  The Company currently has no business operations, and
therefore, no sources of revenue.  Currently, there are no products or
services being offered and there are no plans to begin offering products or
services in the future.




Following
the filing of an involuntary petition on February 14, 2008, the Company
consented to bankruptcy relief, and the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”) entered an order for
relief under Chapter 11 on May 21, 2008.  Thereafter, IMG has operated
as a debtor-in-possession pursuant to 11 U.S.C. Sections 1107 and
1108.  Additionally, one of IMG’s subsidiaries, Impart, Inc.
(“Impart”), filed its own voluntary petition under Chapter 11 on May 21, 2008
and the two bankruptcy cases were administered jointly.  IMG’s
subsidiary, IMA, was not included in the bankruptcy filing and IMG subsequently
sold its ownership interest to IMA’s management, with Bankruptcy Court
approval.




On
September 17, 2008, the Company and Impart (together, the “Debtors”) and Enable
Growth Partners, L.P., Enable Opportunity Partners, L.P., Pierce Diversified
Strategy Master Fund, ENA, Hudson Bay Fund, L.P., and Hudson Overseas Fund, Ltd.
(the “Creditor Proponents”) filed with the Bankruptcy Court a plan of
reorganization (“the Plan”) consolidating the two cases.  On January
29, 2009, the Plan was confirmed by the Bankruptcy Court and went effective on
February 11, 2009 (the “Effective Date”).  Pursuant to the Plan,
administrative and priority creditors will be paid 100% of their claims and
general unsecured creditors will receive their pro-rata share of the remaining
cash.  The Creditor Proponents waived cash distributions on all of
their claims and will receive equity in the reorganized
company.  Pursuant to the Plan, all equity interests existing at the
time of the bankruptcy filing, including common stock, preferred stock, options,
and warrants, were cancelled, and the convertible debentures were
satisfied.




Proceedings
under Chapter 11





On
February 14, 2008, an involuntary petition was filed against IMG for relief
under Chapter 11 of the Bankruptcy Code.  On May 21, 2008, the
Company's wholly-owned subsidiary, Impart, Inc. (“Impart”) filed its own
voluntary petition under the Bankruptcy Code.  Both Chapter 11 cases
were jointly administered by the Hon. Robert E. Gerber under case number
08-10510.





Following
the filing of an involuntary petition on February 14, 2008, but before the Order
for Relief Date and before Impart filed its voluntary petition, the Debtors and
Enable Growth Partners, L.P., Enable Opportunity Partners, L.P., Pierce
Diversified Strategy Master Fund, ENA, Hudson Bay Fund, L.P., Hudson Overseas
Fund, Ltd. (the “Creditor Proponents”) engaged in engaged in successful
negotiations for a consensual restructuring of the Debtors.  In
connection with the implementation of the restructuring, on or about May 8,
2008, the Debtors, E&M and the Creditor Proponents entered into a
Restructuring Agreement (the “Restructuring Agreement”) which provided for
consent to the involuntary Chapter 11 filing against IMG, a voluntary Chapter 11
filing by Impart and the Debtors’ best efforts to consummate the restructuring
through a pre-negotiated plan of reorganization.  IMG consented to
bankruptcy relief, and the Bankruptcy Court entered an order for relief under
Chapter 11 of the Bankruptcy Code on May 21, 2008.





Pursuant
to the Restructuring Agreement, the Debtors entered into an Asset Purchase
Agreement (“APA”) for the sale (the “Sale”) of the Seattle operations to Novus
Communication Technologies, Inc. (“Novus”) for $390,000.  In addition,
the Debtors entered into a Management Agreement with Novus, by which Novus not
only managed the Seattle Business before closing on the APA, but assumed
substantial post-petition obligations.  By Order dated June 20,
2008, the Bankruptcy Court approved the rejection of the lease for Debtors’
warehouse and office facilities located at 1300 N. Northlake Way, Seattle,
Washington as the premises would not be used by Novus.





In
addition, IMG sought Bankruptcy Court approval of the sale of its stock in IMA
to an entity controlled by IMA’s president (the “Purchaser”) for $100,000 (the
“IMA Stock Payment”).  Pursuant to the IMA agreement, IMA, the
Purchaser, and the Debtors exchanged mutual releases.  By so doing,
IMA waived potential claims against the Debtors of approximately $5.0
million.  As the purchaser of the Debtors’ stock in IMA, the Purchaser
assumed responsibility for IMA’s liabilities.  The IMA Stock Payment
was to be made over four months and was secured by all of the assets of IMA and
the Purchaser entity.


10


Through
February 11, 2009 (the "Effective Date"), the Company operated the Company's
business as a debtor-in-possession subject to the provisions of the Bankruptcy
Code.  Pursuant to the provisions of the Bankruptcy Code, the Company
was not permitted to pay any claims or obligations which arose prior to the
Filing date (pre-petition claims) unless specifically authorized by the
Bankruptcy Court.  Similarly, claimants could not enforce any
prepetition claims unless specifically authorized by the Bankruptcy
Court.





Plan
of Reorganization





Pursuant
to the involuntary petition and subsequent voluntary petition under Chapter 11,
IMG and the Creditor Proponents filed the Plan with the Bankruptcy Court on
September 17, 2008 and a plan supplement dated January 26, 2009.  On
January 29, 2009, the Plan was confirmed by the Bankruptcy Court.  The
Plan went effective on February 11, 2009.




Default of Principal Payment under Convertible
Debentures
  In May 2007, the
Company entered into a securities purchase agreement and a registration rights
agreement with six institutional investors (five of which are Creditor
Proponents to the Plan), pursuant to which the Company agreed to sell unsecured
convertible debentures (the “Convertible Debentures”).  Under the
terms of the Convertible Debentures, the Company was required to commence
monthly redemption against the principal amount on December 1,
2007.  In lieu of making such principal payment, the Company commenced
negotiations to restructure the Company's obligations under the terms of the
Convertible Debentures on December 3, 2007.  The Company did not
obtain a waiver and was declared in default.
  Pursuant
to the terms of the Convertible Debentures, the default gives each investor the
option to declare immediately due and payable all obligations under the
Convertible Debentures at an amount equal to all costs, fees and liquidated
damages plus the greater of (i) 130% of the outstanding principal amount of the
debenture plus accrued interest thereon or (ii) the outstanding principal amount
of the debenture plus accrued interest thereon divided by the conversion price
on the date of the default (approximately 25,890,000 shares).  In
December 2007, the Company accrued the 30% penalty totaling $630,000 as
additional interest expense.
  In
February 2009, the Convertible Debentures, including all accrued interest and
penalties, were satisfied in exchange for equity in the Reorganized Company in
accordance with the provisions of the Plan.
 
 Default
of Laurus Security Agreement
  In
January 2006, the Company entered into a security agreement, with Laurus Master
Fund, Ltd. (“Laurus”), pursuant to which Laurus agreed to provide a revolving
credit facility of up to $6 million.  Among other things, the security
agreement defines an event of default as any default in the performance of any
other agreement relating to any indebtedness, the effect of which default is to
cause, or permit the holder or holders of such indebtedness to cause, such
indebtedness to become due prior to its stated maturity of such contingent
obligation to become payable.
  Accordingly,
the default on the Convertible Debentures triggered an event of default under
the Laurus Security Agreement as of December 2007, giving Laurus the right to
accelerate payments in connection with the revolving credit facility and, in
addition to any other remedies available, to foreclose upon the assets securing
the facility.  Additionally, Laurus had the right to receive 125% of
the unpaid principal balance, plus accrued interest and fees, as the principal
became immediately due and payable upon the event of default.  Laurus
was also entitled to payment of a default interest rate of 2% per month on all
amounts due and such other remedies specified under the agreement governing the
facility and under the Uniform Commercial Code. All remaining deferred financing
costs were expensed in the quarter ended December 31, 2007.  All
amounts due to Laurus were paid as of March 31, 2008.
  Results of Operations




Our
operations for the three months ended March 31, 2008 reflected a net loss of
$0.4 million as compared to a net loss of $1.9 million for the three months
ended March 31, 2007, due primarily the Company's inactivity and the
consolidation of IMA's profit.  The net loss was $3.5 million for the
six months ended March 31, 2008 compared to $3.7 million for the six months
ended March 31, 2007.  Lower operating expenses in the current
six-month period were offset by higher interest expense as compared to the prior
six-month period.  As discussed above, the deferred financing costs
related to the Laurus Facility were expensed in the first fiscal quarter of
2008.





Liquidity, Going Concern and Capital
Resources





The
Company has prepared the Company's consolidated financial statements assuming
that the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the normal course
of business.  However, as shown in the unaudited condensed
consolidated financial statements, the Company had sustained substantial losses
and has relied primarily on sales of securities and proceeds from borrowings for
operating capital, which, along with the Chapter 11 filing under the Bankruptcy
Code, raise substantial doubt about the Company's ability to continue as a going
concern.  The Company currently has no business operations and
therefore, no sources of revenue.  Currently, there are no products or
services being offered and there are no plans to begin offering products or
services in the future.




As of
March 31, 2008, the Company had an accumulated deficit of approximately
$29.0 million, $44,000 in cash, including $14,000 in restricted cash, and
our working capital deficit was approximately $8.8 million.  The
Company received an opinion for the fiscal year ended September 30, 2007 from
the Company's independent registered accounting firm noting the substantial
doubt about the Company's ability to continue as a going concern due to the
Company's significant recurring operating losses and negative cash
flows.





In
connection with the Plan, all equity interests existing at the time of the
bankruptcy filing, including common stock, preferred stock, options, and
warrants, were cancelled.  The Convertible Debentures were converted
into equity of the Reorganized Company in February 2009.


11


In
January 2006, the Company entered into a security agreement, among other
agreements, with Laurus, pursuant to which Laurus agreed to provide a revolving
credit facility of up to $6 million.  Among other things, the security
agreement defines an event of default as any default in the performance of any
other agreement relating to any indebtedness, the effect of which default is to
cause, or permit the holder or holders of such indebtedness to cause, such
indebtedness to become due prior to its stated maturity of such contingent
obligation to become payable.  Accordingly, the December 2007 default
on the debentures triggered an event of default under the Laurus Security
Agreement as of December 2007, giving Laurus the right to accelerate payments in
connection with the revolving credit facility and, in addition to any other
remedies available, to foreclose upon the assets securing the
facility.  Additionally, Laurus had the right to receive 125% of the
unpaid principal balance, plus accrued interest and fees, as said principal
became immediately due and payable upon any event of default.  Laurus
also was entitled to payment of a default interest rate of 2% per month on all
amounts due and such other remedies specified under the agreement governing the
Facility and under the Uniform Commercial Code.  During December 2007,
all remaining deferred financing costs were expensed.  All amounts due
to Laurus were paid before the end of March 2008.




In
December 2007, the Company filed, on Form 12b-25, a Notification of Late Filing
of the Company's annual report Form 10-KSB for the period ended September 30,
2007.  On January 18, 2008, pursuant to NASDAQ Marketplace Rule
6530(e)(1)(“Rule 6530”) the Company's common stock was suspended from trading on
the Over-the-Counter Bulletin Board (“OTCBB”) and the Company's trading symbol
was changed to IMMGE.  These measures were triggered by the Company's
failure to timely file the Company's 10-KSB with the Securities and Exchange
Commission (“SEC”).  As this was the Company's third failure to timely
file within the prior two-year period a periodic report with the SEC, the
Company's common stock is ineligible for quotation on the OCTBB under Rule 6530;
the Company's common stock will remain ineligible for quotation on the OCTBB
until the Company have timely filed in a complete form all required annual and
quarterly reports due in a one-year period.  There can be no assurance
that the Company will be able to regain compliance with the continued listing
requirement of Rule 6530.





Critical
Accounting Policies and Estimates





The
accounting policies used in the preparation of the Company's audited
Consolidated Financial Statements are disclosed in the Company's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2007.  The
Company prepared its consolidated financial statements in conformity with
accounting principles generally accepted in the U.S.  As such, the
Company is required to make certain estimates, judgments, and assumptions that
the Company believes are reasonable based upon the information
available.  These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenue and expenses during the periods
presented.  Actual results could differ significantly from those
estimates under different assumptions and conditions.  The Company
believes that the following discussion addresses the Company's most critical
accounting estimates, which are those that the Company believes are most
important to the portrayal of the Company's financial condition and results of
operations and which require the Company's most difficult and subjective
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.  Estimates having relatively
greater significance include revenue recognition, allowance for bad debts,
impairment of long-lived assets, and income taxes.  Actual results
could differ from those estimates.





Revenue Recognition — The Company's
revenue recognition policies are based on the requirements of SEC Staff
Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition,” the provisions
of AICPA Statement of Position (“SOP”) No. 81-1, “Accounting for Performance of
Construction-Type and Certain Production-Type Contracts” (“SOP 81-1”) and the
guidance set forth in EITF Issue 99-19, “Reporting Revenue Gross as a Principal
versus Net as an Agent”. Revenue is recognized when there is persuasive evidence
that an arrangement exists, delivery has occurred, collectibility is reasonably
assured, and fees are fixed or determinable.





Substantially
all of the Company's revenues are generated from media services which consist of
sales of brokered advertising and certain other consulting, content creation,
and Internet-based advertising fees.  Because the Company typically
acted as an agent on behalf of the Company's advertising clients, brokered
advertising revenues were recorded based on the net commissions
earned.  Media services revenues from consulting, content creation,
and Internet-based advertising fees were recorded at their gross billing
amounts.





The gross
and net billing amounts included in operating revenues for the three and six
months ended March 31, 2008 and 2007 are as follows (in thousands):





Three
      Months Ended March 31,
            
            
            Six
      Months Ended March 31,2008
            
            
            2007
            
            
            2008
            
            
            2007Consolidated
      gross revenue
            
            $
            14,532
            
            
            $
            10,411
            
            
            $
            25,225
            
            
            $
            19,411Direct
      cost of sales
            
            
            12,726
            
            
            
            8,232
            
            
            
            21,578
            
            
            
            14,940Consolidated
      net revenue
            
            $
            1,806
            
            
            $
            2,179
            
            
            $
            3,647
            
            
            $
            4,471





Revenue
from equipment sales is generally recognized when products were shipped and
ownership passes to the customer.  Revenue from management
subscriptions is recorded in the month the service was
provided.  Revenue from consulting and design services, which are all
short-term, is recognized using the completed-contract method under SOP
81-1.  There were no significant contracts in process at March 31,
2008 or 2007.


12


New
Accounting Pronouncements





In
accordance with Release No. 8760 of the Securities Act of 1933, commencing with
our fiscal year ending September 30, 2009, we will become subject to the
requirement to include in our annual report management’s assessment of internal
controls over financial reporting.  This assessment will require us to
document and test our internal control procedures in accordance with Section 404
of the Sarbanes-Oxley Act of 2002.  Our independent registered public
accountants will be required to audit our assessment of internal controls for
our fiscal year ending September 30, 2010.





Off-Balance
Sheet Arrangements





The
Company did not have any off-balance sheet arrangements that are reasonably
likely to have a current or future effect on the Company's financial condition,
revenues, results of operations, liquidity, or capital
expenditures.





ITEM
3.    CONTROLS AND
PROCEDURES





Disclosure Controls and
Procedures. The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in the
Company's Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions in accordance with the required
“disclosure controls and  procedures” as defined in Rule
13a-15(e).  The Company's disclosure and control procedures are
designed to provide reasonable assurance of achieving their objectives, and the
Company's principal executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures were effective at the
reasonable assurance level.





At the
end of the period covered by this Quarterly Report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures.  Based on the foregoing,
the Company's principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures were effective
to ensure that the information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to the Company's management including the
Company's principal executive officer and principal financial officer to allow
timely decisions regarding required disclosure.





Internal Control Over Financial
Reporting.  There were no changes in the Company's internal
control over financial reporting that occurred during the fiscal quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company's  internal control over financial
reporting.


13








PART
II -OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





See Item
2, Operations, "Proceedings under Chapter 11," and "Plan of
Reorganization."





ITEM
2.  DEFAULTS UPON SENIOR SECURITIES





See discussion regarding
the Chapter 11 filing and the Company’s default on its obligations
above.





ITEM
3.  EXHIBITS.





The
exhibits required by this item are listed on the Exhibit Index attached
hereto.











In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Dated:
      May 1, 2009
            IMPART
      MEDIA GROUP, INC.By:
            /s/
      Joseph MartinezChief
      Executive Officer(Principal
      Executive Officer)




14


EXHIBIT
INDEX








31.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.99.1
            Press
      Release filed January 23, 2008.  Incorporated to the Company’s
      Form 8-K filed January 24, 2008.








15