**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington
      D.C., 20549**





**FORM
      10-KSB**





**[** Ö **] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**


**For
      the fiscal year ended December 31, 2006**





**[
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**


**For
      the transition period from to**





**Commission
      File No. 001-16381**


**INTEGRATED
      MEDIA HOLDINGS, INC.**


(Exact
      name of registrant as specified in its charter)


(formerly
      Endavo Media and Communications, Inc.)






Delaware
            
            76-0600966(State
                of other jurisdiction of incorporation)
            
            (I.R.S.
                Employer Identification No.)10
                Glenlake Parkway, Suite 130
              Atlanta,
                GA 30328
            
            30328(Address
                of Principal Executive Office)
            
            (Zip
                Code)








**Registrant’s
      telephone number, including area code:** (678) 222-3445





**Securities
      registered pursuant to Section 12 (b) of the Act:** NONE





**Securities
      registered pursuant to Section 12 (g) of the Act:** Common
      Stock $0.001 par value













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 .
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant's knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB [ ].
  Registrant's
        revenues for its most recent fiscal year were approximately
        $1,500,000
  The
        aggregate market value of the common stock held by non-affiliates computed
        based
        on the closing price of such stock on the OTC Bulletin Board on May 15, 2007
        was
        approximately $1,320,000
  On
        May
        15, 2007, there were approximately 17,000,000 shares of the issuer's common
        stock outstanding.
  Transitional
        Small Business Disclosure Format: Yes [  ]   No [X]













TABLE
        OF
        CONTENTS
 
 Item
              
              PagePart
                  I
              
              1Item
                  1.
              Business
              1Item
                  2.
              Property
              8Item
                  3.
              Legal
                  Proceedings
              8Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              8Part
                  II
              
              8Item
                  5.
              Market
                  for Common Equity, Related Stockholder Matters and Small Business
                  Issuer
                  Purchases of Equity Securities
              8Item
                  6.
              Management's
                  Discussion and Analysis
              10Item
                  7.
              Financial
                  Statements and Supplementary Data
              26Report
                  of Independent Registered Public Accounting Firms
              F-1Consolidated
                  Financial Statements:Consolidated
                  Balance Sheet at December 31, 2006 and 2005
              F-2Consolidated
                  Statements of Operations for the Years Ended December 31, 2006
                  and
                  December 31, 2005
              F-3Consolidated
                  Statements of Cash Flows for the Years Ended December 31, 2006
                  and
                  December 31, 2005
              F-4Consolidated
                  Statements of Stockholder's Deficit for the Years Ended December
                  31, 2006
                  and December 31, 2005
              F-5Notes
                  to Consolidated Financial Statements
              F-6Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              27Item
                  8A.
              Controls
                  and Procedures
              27Part
                  III
              
              28Item
                  9.
              Directors
                  and Executive Officers of the Registrant
              28Item
                  10.
              Executive
                  Compensation
              30Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and
              32Management
                  and Related Stockholder MattersItem
                  12.
              Certain
                  Relationships and Related Transactions
              34Item
                  13.
              Exhibits,
                  List and Reports on Form 8-K
              35Item
                  14.
              Principal
                  Accountant Fees and Services
              36Signatures
              
              37
 
  This
        report contains trademarks and trade names that are the property of Integrated
        Media Holdings, Inc. and its subsidiaries, and of other companies, as
        indicated.
  i
 
  
  **PART
        I**
  **Forward-Looking
        Statements**
  Part
        I of
        this Annual Report on Form 10-KSB, includes statements that constitute
        "forward-looking statements." These forward-looking statements are often
        characterized by the terms "may," "believes," "projects," "expects," or
        "anticipates," and do not reflect historical facts. Specific forward-looking
        statements contained in Part I of this Annual Report include, but are not
        limited to the Company's expectation that the lawsuit in which it is currently
        engaged will be settled without any material adverse effect on the
        Company.
  Forward-looking
        statements involve risks, uncertainties and other factors, which may cause
        our
        actual results, performance or achievements to be materially different from
        those expressed or implied by such forward-looking statements. Factors and
        risks
        that could affect our results and achievements and cause them to materially
        differ from those contained in the forward-looking statements include those
        identified in the section titled "Risk Factors" in Part II, as well as other
        factors that we are currently unable to identify or quantify, but may exist
        in
        the future.
  In
        addition, the foregoing factors may affect generally our business, results
        of
        operations and financial position. Forward-looking statements speak only
        as of
        the date the statement was made. We do not undertake and specifically decline
        any obligation to update any forward-looking statements.
  **ITEM
        1. DESCRIPTION OF BUSINESS**
  **Corporate
        History**
  Integrated
        Media Holdings, Inc., a Delaware corporation ("Endavo," the "Company," "we,"
        "us" or "our"), is headquartered in Atlanta, GA. We are a holding company
        that develops,
        operates and integrates technologies and network infrastructure to form a
        digital broadcast network and digital asset management EcoSystemTM supporting the
        distribution of entertainment and media services over broadband and Internet
        Protocol, or “IP”, networks. Our
        website is www.i-mediaholdings.com. Any information contained on our website
        or
        any other websites referenced on our website or in this Annual Report are
        not a
        part of this Annual Report.
  We
        were
        originally incorporated as Ceristar, Inc. in December 1999. On September
        10,
        2002, we entered into a merger with a subsidiary of Planet Resources, Inc.,
        a
        Delaware corporation, in which Ceristar survived the merger and became a
        wholly
        owned subsidiary of Planet and all of our issued and outstanding common and
        preferred stock was exchanged for Planet's common stock. Accordingly, as
        a
        result of the merger, we succeeded to the ownership of Planet, which was
        a
        holding company, changed the name to CeriStar, Inc., and we continued to
        operate
        our business through Susquina, Inc., a wholly-owned subsidiary of CeriStar.
        Prior to the merger, Planet had no operations for two years. Subsequent to
        the
        merger, we changed our name from CeriStar to Endavo Media and Communications,
        Inc. in order to more accurately reflect the new direction of the Company
        and
        our operating subsidiary remained Susquina, Inc. In 2006, we changed the
        name of
        our holding company to Integrated Media Holdings, Inc. and simultaneously
        changed the name of our sole operating company at the time to Endavo Media
        and
        Communications, to better reflect our corporate and operating structure.
        Endavo
        Media and Communications provides digital video delivery and asset management
        solutions to content owners and producers.
  1
  
  **General
        Business Description and Operating History**
  Historically,
        we have provided bundled broadband services, including high-speed Internet
        services, cable television and Voice over Internet Protocol, or "VOIP", to
        residential and commercial customers through fiber-based community networks
        and
        over fiber-to-the-premises, or "FTTP." In 2004, we began transitioning away
        from
        the business of being a "triple play" services provider to focus on more
        broad-based distribution of IP-delivered services and applications. In September
        2005, we assigned our last two remaining residential FTTP networks, equipment
        and services to the community developers in exchange for a full release of
        any
        and all contract claims against the Company. In addition, we terminated all
        supporting operations, including the employment of individuals who were employed
        by the company for the direct purpose of operating and supporting those specific
        residential networks and services in Utah. Although we have revised our business
        plan, as discussed below, to focus on other aspects of IP services delivery
        to
        customers and methodologies for delivering services, no formal plan has been
        adopted by Company to formally discontinue this line of business as we may
        seek
        to deliver IP-based services directly to residential FTTP networks and other
        broadband communities as we expand our business in the future.
  After
        our
        September 2005 staff reorganization and under a newly refocused business
        plan,
        Endavo began testing and launching specific new products designed to provide
        digital content distribution and management solutions for content owners
        seeking
        to distribute online and over broadband, or IP, networks. Specifically, our
        new
        solutions facilitate the distribution of digital entertainment, information
        and
        communications services, on behalf of the owners of content and applications
        being distributed, to connected customers and broadband communities. We
        primarily distribute over a national fiber (IP) backbone network to reach
        consumers over the Internet, local broadband networks and through IP service
        providers. We call our integrated content management & distribution system
        and content delivery network the Endavo EcoSystem(TM). The initial phase
        of our
        restructured business plan is to distribute digital video and programming
        to
        certain targeted groups of broadband consumers through web-based portals,
        or
        communities, and through the Windows Media Center Edition TM PC platform.
        These
        platforms enable the delivery of audio and video to the PC, TV and mobile
        devices.
  After
        initial development and testing was successfully completed in late 2005,
        Endavo
        began marketing our EnHance and EnGage products to owners of independent
        film
        libraries, TV shows and self-produced audio and video content. By the end
        of
        2005, we were developing and testing numerous web-community, digital video
        portal and "Broadband TV" projects for prospective customers. Endavo products
        are described in more detail below.
 
 On
        August
        8, 2006 we closed the purchase of the assets of WV Fiber LLC through the
        United
        States Bankruptcy Court for the Middle District of Tennessee Nashville Division.
        All assets and operations of WV Fiber LLC were purchased by Louros Networks,
        a
        newly-formed wholly-owned subsidiary of Integrated Media, in exchange for
        $1,662,500 in cash and 4,055,448 shares of our common stock. As an additional
        part of the purchase price, we satisfied certain pre-petition secured claims,
        including principal and non-default interest, by agreeing to issue 917,486
        Series A preferred shares, which were contributed to the company from our
        major
        shareholder as the time of issuance, and by the issuance of a Secured Promissory
        Note in the amount of $850,000. The Series A preferred shares and Secured
        Promissory Note shall only be issued to these claimants if and once their
        pre-petition secured claims
        are allowed by the Ba nkruptcy
        Court. With the exception of the Secured Promissory Note, we have received
        all
        of the assets of WV Fiber LLC on a “free and clear” basis and began
        transitioning all operations and contracts in Louros Networks effective August
        9, 2006. We have changed the name of Louros Networks to WV Fiber Inc.
 
 On
        October 2, 2006 we closed the merger of Bidchaser, Inc. with our wholly-owned
        subsidiary, BCI Acquisition Corporation, and changed the name of the company
        to
        Bidchaser, Inc. Bidchaser, headquartered in Orlando, Florida, is an information
        technology provider that has created an online trading community where
        experienced as well as new online shopping enthusiasts can exchange their
        goods
        at minimum risk in elegant, simple and entertaining formats.  Bidchaser's
        electronic commerce engine and portal provides online merchants powerful
        tools
        to handle their reporting needs, control their inventory and manage both
        contact
        and post sale activities.
  **Market
        Opportunity**
  The
        convergence of voice, video and data in today's marketplace is being facilitated
        by the maturation of certain IP technologies that allow these types of
        transmissions to be "digitized" into data packets and transported over common
        data networks. Traditionally, voice, video and data services have been provided
        via multiple delivery systems or networks, and, until recently, via separate
        service providers. "Convergence" allows multiple forms of content and services
        to be integrated and delivered digitally over the Internet and broadband
        networks and then displayed over one central device or even over multiple
        connected and interactive devices. For consumers, we see that these converging
        industry forces are driving an rapidly growing demand for digital content
        and
        services. On the commercial side, as a result of broadband and enabling
        technologies continuing to spread to the mainstream consumer markets, we
        believe
        that owners and producers of films and other programming will become
        increasingly compelled to offer and distribute digital entertainment and
        media
        to the broadband consumer, facilitating the technological and commercial
        basis
        for the creation of new broadband-delivered services.
  **Our
        Corporate Vision and Mission**
  Our
        vision is to become a leader in the digital media/services distribution and
        "D-Commerce" industries. Our strategy is to help define and lead this new
        industry by facilitating the evolution of it by bringing together key enabling
        technologies and an effective and profitable distribution system that will
        provide a ready marketplace for digital content and services that represent
        clearly defined value to the consumer marketplace.
  2
  
   In
        support of our corporate vision and overall strategic positioning, our mission
        is to provide turnkey digital content solutions that enable managed distribution
        of entertainment, information and communications services to broadband consumers
        and enterprise customers. We leverage the characteristics of fiber networks,
        broadband generally and certain technologies to offer integrated service
        creation, delivery, accounting and management solutions that represent clearly
        defined value to the owners of entertainment and informative content and
        the
        digital marketplace as a whole.
  We
        have
        identified certain key elements to increase our market presence and growth
        strategy:
  ·
            Attract
                buyers and sellers to our products and solutions by offering consumers
                more choice, control, value, security, and convenience in their
                entertainment and information options through the Internet and by
                offering
                sellers superior service creation, delivery, management and accounting,
                turnkey solutions and clear opportunities to increase return on their
                investment;  ·
            Continually
                refine and develop our products, message and
                brand;  ·
            Make
                strategically sound investments; and  ·
            Build
                shareholder value through innovation, operational efficiency and
                financial
                performance.  **Business
        Strategy**
  We
        are
        uniting forms of entertainment and communications services into a converged,
        all
        IP distribution and management system. We are enabling the delivery of those
        services over a national IP Multicast network to local broadband communities.
        We
        have combined all these components to provide an end-to-end, "trusted" services
        system that guarantees delivery, quality of service and accountability
        throughout the network from content and applications to end-users.
  Our
        business model is built around an open but managed network utilizing standard
        interfaces, equipment and protocols that facilitates the integration and
        efficient distribution of any certified product or service across the entire
        network. Through this open platform, a robust and differentiated menu of
        integrated IP content and services can be sent to the end user and delivered
        over multiple qualified devices that communicate and perform different or
        interrelated functions. The non-proprietary nature of our system allows for
        scalability, interoperability, mesh redundancy and easy insertion of
        next-generation services, applications and technologies.
  **Description
        of I-Media Subsidiaries**
  
 *Endavo
        Media and Communications, Inc.*
 
 Endavo
        Media and Communications, Inc. provides digital video delivery and management
        solutions and platforms to owners of video and media content over the Internet
        and through Internet Protocol, or “IP,” based networks.
 
 After
        our
        September 2005 consolidation and under a newly refocused business plan in
        the
        fourth quarter of 2005 and first quarter of 2006, we began testing and launching
        specific new products designed to provide digital content distribution and
        management services for content owners seeking to distribute their content
        online and over broadband, or IP, networks. Specifically, our new solutions
        facilitate the distribution of digital video and programming, on behalf of
        content owners, to connected customers and broadband communities. Our systems
        reside on a national fiber (IP) backbone network, operated by WV Fiber, allowing
        us to efficiently reach consumers over the Internet and on local broadband
        networks through IP service providers. We call our integrated content management
        & distribution system, content delivery network and d-commerce platform our
        Digital Broadcast System (DBS). The initial phase of our restructured business
        plan is to distribute digital video and programming to certain targeted groups
        of broadband consumers through web-based portals, or communities, and through
        the Windows Media Center Edition TM PC
        platform. Our content delivery platforms enable the delivery of video, audio
        and
        other services to networked personal computers, televisions, set top boxes
        and
        mobile devices.
 
 Endavo
        has not achieved substantial sales since launching new products and services
        in
        early 2006 and, therefore, we remain dependent on raising capital from
        financing resources and we will ask some vendors to accept stock as payment
        for
        services in order to meet our obligations and operating expenses.  There
        can be no guarantee that these efforts will be successful and we offer no
        assurance of our financial success or economic survival.
 
 *Endavo
        Products and Services*
 
 We
        developed and tested our initial content delivery solutions, EnHance and
        EnGage,
        in late 2005 and began marketing them in 2006. We began
        developing our IPTV and web streaming solution, EnVision, during the
        3 rd quarter
        of 2006.
 
 ***EnHance.*** EnHance provides
        a cost effective method for owners of web-based communities or portals to
        keep
        their users coming back to their websites by pushing DVD-quality video content
        directly to the desktop of each user. We target the EnHance solution toward
        content owners who have an existing inventory of video content or programs
        that
        has a current audience, whether radio, web or television. EnHance enables
        a
        content owner to increase or strengthen their existing viewer or listener
        base
        by cost-effectively offering programs to any broadband connected user worldwide.
        EnHance utilizes the latest managed peer-to-peer (P2P) distribution platform
        technologies, integrated into our digital broadcast system.
 
 3
  
 
  ***EnGage.*** EnGage
        is our “Broadband TV” platform that allows content owners to de liver
        “channels” of video content
        directly to viewers who have installed a simple to use interface in their
        PC or
        Microsoft Media Center Edition PC. Once a viewer subscribes to an
        EnGage-delivered service, offered through Media Center or specific web
        portals , p rograms
        for each channel
        are regularly delivered to the user i n
        full
        screen, DVD qualit y
        for
        on-demand viewing.
  After
        initial development and testing was successfully completed in late 2005,
        we
        began marketing our EnHance and EnGage products to owners of independent
        film
        libraries, TV programs and self-produced audio and other video programming
        content. During the first quarter of 2006, we began developing and testing
        numerous web-community, online video portal and “Broadband TV” projects for
        prospective customers to be launched during 2006. We also began planning
        and
        testing for the launch of an IPTV and web-streaming video platform services.
  ***EnVision.*** During
        the 3 rd quarter
        of 2006, we began testing our IPTV and web streaming content delivery solution,
        EnVision, for certain perspective customers. We have begun down-linking specific
        satellite television channels into our network, encoding them into digital
        format and transcoding them into Window Media Video format to be played out
        through the Windows Media Player on a any personal computer that is connected
        to
        the streaming server through the Internet or over our network. We began
        marketing EnVision streaming services to content customers beginning in the
        4 th quarter
        of 2006, in addition to marketing our EnHance and EnGage on-demand solutions.
  ***The
        Endavo Digital Broadcast System (DBS)*** **.** Endavo
        enables digital content and services to be distributed all the way down to
        the
        end-user PC or enabled device directly, via delivery portals and broadband
        Internet connections, or through entirely managed community networks controlled
        by local network service providers. We have pulled together all the service
        delivery, management and accounting components necessary to provide an
        end-to-end, "trusted" digital media distribution system that guarantees
        delivery, QoS and accountability all the way up and down the value chain
        - from
        content to consumers.
  Endavo's
        integrated content and services management and distribution solution is
        comprised of the following basic components to create an Digital Broadcast
        System for digital content and services delivery:
  ·
            The
                Delivery Platforms - An integrated set of content and service delivery
                platforms used to translate all content and applications into common
                signals so they all can be transmitted together over a single IP
                network
                and delivered to common end-user devices, such as the PC or Media
                Center.  ·
            The
                Delivery Network - Endavo delivers digital signals over national
                IP/MPLS
                backbone network that enable cost-efficient distribution over the
                Internet
                or that can be picked up by directly by broadband communities around
                the
                network and delivered over local fiber or other last-mile broadband
                media,
                including wireless and copper, all the way to geographical groups
                of end
                users. A unique characteristic of Endavo's network will be the capability
                to broadcast, multicast and unicast content, providing significant
                bandwidth efficiencies and flexibility.  ·
            The
                Endavo Media Management System (EMMS) - An integrated digital asset
                management and accounting framework allows Endavo customers to preside
                over their entire inventory of digital content, bill for the services,
                secure and control access to content, and provide customer support.
                This
                system also provides remote management capabilities for the content
                and
                service provider.  ·
            Connected
                Networks, Platforms and Devices - Endavo continuously seeks out and
                partners with hardware and device partners that provide the devices
                necessary to make network matter for consumers. Appropriate connected
                devices in a home network environment, or even mobile, allow subscribers
                to seamlessly manage and access content - including music, photos,
                TV, and
                video (movies and self-created), surf the Internet and communicate
                from a
                central PC or server .  ·
            A
                unique characteristic of Endavo's network will be the capability
                to use a
                peer-to-peer system or flash streaming to deliver content, in addition
                to
                unicast streaming, to create significant bandwidth efficiencies within
                an
                on-demand environment.  Endavo’s
          business model is to generate revenues by providing managed content and
          services
          delivery solutions over the Internet and broadband networks, technical
          support,
          digital commerce transaction processing and other specialized services.
          We also
          expect to receive “set-up” fees for initial customization and integration of our
          products to meet the specific needs of our content partners within their
          existing websites or by developing new customer interfaces. Once our core
          systems are in place and operational on our network, we expect to quickly
          accelerate revenue growth and achieve greatly improved margins as our ongoing
          operations are predominantly software driven. The key risk with our business
          plan at this point is that we may not able to deliver our current pipeline
          of
          broadband video projects for our customers, due to technological problems
          or
          limited resources, or that our customers are not able to successfully market
          their own content or services to a sufficient amount of targeted broadband
          users
          to produce satisfactory revenues for themselves or for us to sustain
          operations.
 4
  
   *WV
        Fiber, Inc.*
 
 WV
        Fiber
        is a global fiber-optic and IP (Internet Protocol) network that provides
        Internet transit and network transport services to ISPs, carriers and enterprise
        customers. WV Fiber delivers digital content streaming, IP, VPN and Internet
        solutions. The company is also developing content delivery network capabilities
        to provide network distribution of video, music, games and downloads. We
        plan to
        use the network for continued core data services and to provide the delivery
        of
        digital media and software over IP. The WV Fiber network connects with over
        400
        other networks via peering agreements, encompassing the U.S., Canada, Latin
        America, Europe, the Middle East, Asia and the Far East.
 
 ***Internet
        Transit*** .
        WV
        Fiber provides backbone Internet connectivity for ISPs and other carriers.
        WV
        Fiber is engineered to exhaust 60 to 70% of traffic locally and does not
        back
        haul the majority of its traffic across the country to only two or three
        exhaustion points. Our peering is very strong and designed to enhance our
        transit product.
 
 ***Network
        Transport*** .
        WV
        Fiber’s Transport product is called “intelligent IP” and works by mapping a
        physical interface at a Provider Edge router onto an MPLS Label Switched
        Path
        (LSP). Native Layer 2 Protocol Data Units from Ethernet, SONET, or ATM
        interfaces are transmitted via the LSP on the WV Fiber Network, to the opposite
        side Edge router where the label is removed. The original Protocol Data Unit
        is
        then transmitted to the opposite Customer Edge router device. WV Fiber Data
        Transport is a fully transparent service, providing a dedicated point to
        point
        Layer 2 private line service. The customer may transparently pass any Layer
        2 or
        Layer 3 protocol data necessary to support their application. WV Fiber built
        its
        IP Network for high performance and unparalleled reliability.
  ***Content
        Delivery.***  WV
        Fiber’s Content Delivery Services are pow ered
        by
        best of b reed
        core
        routers and extensive capabilities developed through experienced network
        professionals. Our Content Delivery Services leverage both the WV Fiber IP
        transport network and the many network peers throughout the world. WV Fiber's
        Digital Media Delivery Network enables customers to broadcast a live event
        at
        any time or on a continual basis—24 hours a day, seven days a week, without
        additional set up. WV Fiber's Content Delivery Services are ideal for the
        distribution of live content. We hav e
        radio,
        sports and news customer
        actively using our network to deploy their communications products today.
        Along
        with and other broa dband
        or
        broadcast networks with our customers’ digital content and programming .  Endavo
        Media and Communications ,
        we have
        created a digital broadcast network to enable Internet-based entertainment
        and
        information communities and to reach  most
        content delivery platforms
  
 ***Network
        POP Locations.*** The
        following is a list of WV Fiber’s network point of presence (POP) locations
        worldwide:
  **CALIFORNIA**
                  San
                    Jose - Equnix
                  Los
                    Angeles - Equnix
                  Los
                    Angeles - CRG West
                  Palo
                    Alto - PAIX
                  San
                    Francisco - Wave Exchange
                  **ILLINOIS**
                  Chicago
                    - Equinix
                  **VIRGINIA**
                  Ashburn
                    - Equinix
                  **GEORGIA**
                  Atlanta
                    - WV Fiber, Telix Bldg
                  **WASHINGTON**
                  Seattle
                    - SIXX - Westin Bldg.
                  **TEXAS**
                  Dallas
                    - XO Communications
                  **INDIANA**
                  Indianapolis
                    - Lifeline Data Center
                **PENNSYLVANIA**
                  Pittsburgh
                    - Allegheny Center Mall
                  **NEW
                    YORK**
                  New
                    York City - AboveNet
                  New
                    York City - Telix
                  **NEVADA**
                  Las
                    Vegas - Switch Communications
                  **TENNESSEE**
                  Nashville
                    - Level 3
                  Nashville
                    - IRIS Networks
                  **OHIO**
                  Cincinnati
                    - Level 3, Cincinnati Bell
                  Columbus
                    - Citynet
                  **ENGLAND**
                  London
                    England Telehouse North
                  **NETHERLANDS**
                  Amsterdam,
                    The Netherlands - TeleCity
  **As
        noted in Subsequent Events section of this filing, we have sold WV Fiber
        to
        Ultra Global Investments for approximately $3,900,000. We received $200,000
        cash
        and have retired $2,500,000 in short term debt and will retire approximately
        8,000,000 of our common stock and derivatives. Endavo has also entered into
        a
        network and facility contract with WV Fiber for low cost network connectivity
        (bandwidth) and rack space on the WV Fiber network over the next 3.5 years.
        This
        contract is an important component of the sale as it provides Endavo with
        a
        cost-effective network environment to launch and develop its digital media
        delivery systems and business plan for the next few years.**
  5
  
   *Bidchaser
        Inc.*
  Bidchaser,
        Inc., with headquarters in Orlando, Florida, operates software development
        and
        media acquisition offices in Baroda, Pune and Mumbai, India. Bidchaser develops
        state-of-the-art online trading models and merchant/shopping portals.
        Bidchaser's user-friendly portals and websites create and enable members
        of
        specific online communities to effortlessly exchange goods, media and ideas
        through a variety of entertaining formats including: subscription media
        channels, online video festivals, auction and fixed-style electronic commerce
        portals, e-commerce storefronts and microsites, and through the unique and
        innovative "Gift Shoppe", where buyers can search for items based on the
        recipient's interests, occupation or personality.
 
 QSHOPNOW
        and QBIDNOW are person-to-person online auctions and fixed price online
        e-commerce markets which offer its members the opportunity to buy or sell
        their
        physical goods. QShopNow is an entertaining trading site that is available
        to
        merchants and shoppers 24 hours a day, 7 days a week. Merchants are able
        to
        manage and market their inventory of goods for sale in real time through
        the
        backend management portal. QshopNow's user-friendly website enables members
        to
        effortlessly browse through or list items in a variety of different entertaining
        formats: auction-style, fixed price, e-commerce storefront and through our
        unique and innovative "Gift Shoppe" system, where buyers can search for specific
        items and gift ideas, based on the recipient's interests, occupation or
        personality.
  QShopNow
        has also incorporated into its site many other features to better service
        its
        members, such as community-building chat boards, an easy-to-use bulk loader,
        to
        facilitate the listing of items on the site, and a complete e-commerce
        Storefront package, designed specially to provide small and large companies
        a
        quick and easy way to sell or liquidate their excess inventory. QShopNow
        is
        redefining the concept of online buying and selling through the powerful
        combination of its state-of-the-art website and the most user-friendly customer
        service on the web.
 
 We
        are
        also considering the development and launch of other market-specific online
        merchant portals through Bidchaser, including services that target Indian
        consumer markets, such as consumer good, travel, art, entertainment, and
        web
        design services. Whether or not we decide to launch and directly market QSHONOW
        and other new Bidchaser online merchant and shopping portals, we are developing
        plans to integrate Bidchaser’s e-commerce technology and expertise into Endavo’s
        digital media delivery and d-commerce business plan. We believe that many
        of
        Endavo’s content customers will want to include e-commerce into their online
        communities to support the sale of physical goods, as well as digital media
        and
        entertainment. Depending on early results from our marketing efforts for
        QSHOPNOW and other Bidchaser portals, we may decide to discontinue those
        marketing efforts in the future and dedicate Bidchaser’s organization and
        technology to supporting Endavo customers as a value-added component of our
        overall services offering and business plan.
  **Internet
        and Network Services Industry Overview**
  **Competition**
  The
        industry for telecommunications and broadband is very large and competitive.
        We
        face significant competition from larger, better-capitalized companies, as
        well
        as emerging companies, that operate and/or own broadband infrastructure in
        our
        target markets. We may compete directly with fiber networks, cable and satellite
        television providers, content delivery networks, traditional local exchange
        carriers, ISPs and content delivery platforms. Many of these established
        companies have resources greater than ours and are direct competitors. We
        believe that we initially compete favorably with these and other entities
        in the
        smaller markets on the basis of diversity of products, distribution technology,
        systems support and quality assurance. Our prices are expected to be generally
        lower and/or will include more features, thereby offering what we believe
        to be
        a better value package. In addition, our market emphasis permits us to make
        these advanced services available in underserved markets. However, we cannot
        provide any assurance that our efforts will be successful in overcoming the
        efforts of our competition.
  6
  
  **Regulatory
        Matters**
  We
        do not
        hold any domestic license with the Federal Communication Commission, or
        "FCC."
  Presently,
        the FCC does not regulate companies that provide IP-based services as common
        carriers or telecommunications service providers. Despite current laws, the
        FCC's potential jurisdiction over the Internet is broad because the Internet
        relies on wire and radio communications facilities and services over which
        the
        FCC has long-standing authority.
  Currently,
        we do not believe we are subject to any state regulation with respect to
        our
        Internet related services. However, there can be no assurances that IP-based
        services will not be subject to such regulations in the future. Additionally,
        we
        are not aware of any pending legislation that would have a material adverse
        affect on our operations.
  We
        were
        previously licensed as a Competitive Local Exchange Carrier, or "CLEC," with
        the
        Utah Public Utility Commission under certificate number 2389, but we do not
        offer traditional CLEC service. We have no renewed our CLEC license since
        2005
        and do not presently intend to pursue any such additional CLEC licenses.
  Many
        states also impose various reporting requirements or require prior approval
        for
        transfers of control of certified carriers, corporate reorganizations,
        acquisitions of telecommunications operations, assignments of carrier assets,
        including subscriber bases, carrier stock offerings and incurrence by carriers
        of significant debt obligations. Certificates of authority can generally
        be
        conditioned, modified, canceled, terminated or revoked by state regulatory
        authorities for failure to comply with state law and the rules, regulations
        and
        policies of the state regulatory authorities. Fines and other penalties,
        including the disgorgement of all monies received for intrastate traffic
        from
        residents of a state, may be imposed for such violations. In certain states,
        prior regulatory approval may be required for acquisitions of telecommunications
        operations.
  Most
        states have consumer protection laws that further define the framework within
        which our marketing activities must be conducted. We intend to comply fully
        with
        all laws and regulations; however, the constraints of federal and state
        restrictions could impact the success of direct marketing efforts and otherwise
        increase our costs of doing business.
  **Future
        Regulation**
  Due
        to
        the increasing popularity and use of the Internet, it is possible that
        additional laws and regulations may be adopted with respect to the Internet,
        covering issues such as content, privacy, access to adult content by minors,
        pricing, bulk e-mail, encryption standards, consumer protection, electronic
        commerce, taxation, copyright infringement, and other intellectual property
        issues.
  We
        cannot
        predict the impact, if any, that future regulatory changes or developments
        may
        have on our business, financial condition, or results of operation. Changes
        in
        the regulatory environment relating to the Internet access industry, including
        regulatory changes that directly or indirectly affect telecommunication costs
        or
        increase the likelihood or scope of competition from regional telephone
        companies or others, could increase our operating costs, limit our ability
        to
        offer services and reduce the demand for our services.
  As
        the
        law in this area develops, we could become liable for information carried
        on,
        stored on, or disseminated through our gateways, it may be necessary for
        us to
        take steps to reduce our exposure to this type of liability through alterations
        in our equipment, expanded insurance coverage or other methods. This may
        require
        us to spend significant amounts of money for new equipment or premiums and
        may
        also require us to discontinue offering certain of our products or
        services.
  In
        a
        report to Congress in 1998, the FCC stated its intention to consider whether
        to
        regulate voice and fax telephony services provided over the Internet as
        "telecommunications" even though Internet access itself would not be regulated.
        The FCC is also considering whether such Internet-based telephone service
        should
        be subject to universal service support obligations or pay carrier access
        charges on the same basis as traditional telecommunications
        companies.
  A
        governmental body could impose further sales and other taxes on the provision
        of
        our services, which could increase the costs of doing business. A number
        of
        state and local government officials have asserted the right or indicated
        a
        willingness to impose taxes on Internet-related services and commerce, including
        sales, use and access taxes. To date, no such laws have become effective.
        We
        cannot accurately predict whether the imposition of any such taxes would
        materially increase our costs of doing business or limit the services that
        we
        provide. It may be possible to pass on some of these costs to the consumer
        and
        continue to remain competitive.
  **Employees**
  As
        of
        December 31, 2006, we and our subsidiaries had 12 employees and 4 independent
        contractors. All of our employees are full-time. Of our 12 employees, 9 are
        in
        service operations and 3 are in general administration. Of our 4 independent
        contractors, two provide sales and marketing services on a month-to-month
        basis
        and 2 provide technical engineering services. None of our employees are
        represented by a labor union or subject to a collective bargaining agreement.
        We
        have never experienced a work stoppage and consider our employee relations
        to be
        generally good.
  7
  
   **ITEM
        2. DESCRIPTION OF PROPERTY**
  Integrated
        Media Holdings and Endavo Media have corporate headquarters in Atlanta, GA,
        where we lease executive office space. Endavo also leases office space in
        Orlando, FL, where its operations and employees are located. Endavo’s network
        operations are conducted from a data center facility in Atlanta, GA, operated
        by
        WV Fiber. WV Fiber is headquartered in Nashville, TN, where the company leases
        office space. WV Fiber also sub-leases office space for a sales office in
        Marietta, GA. WV Fiber also leases network collocation facilities across
        the US
        and in London and Amsterdam as described above. Bidchaser is headquartered
        in
        Orlando, FL, where the company leases office space, and has leased offices
        in
        Mumbai, Pune and Baroda, India. We
        believe that our facilities are adequate to meet our requirements at this
        time,
        but may plan to expand office space in Atlanta during 2007, as we expand
        our
        operations and organization.
  **ITEM
        3. LEGAL PROCEEDINGS**
  None,
        although we may, from time to time, be party to certain legal proceedings
        and
        other various claims and lawsuits in the normal course of our business, which,
        in the opinion of management, are not material to our business or financial
        condition.
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  None
  8
  
   **PART
        II**
  **ITEM
        5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES**
  **Our
        Common Stock**
  Our
        common stock now trades publicly on the OTC Bulletin Board under the symbol
        "IMHI". Previous to March 13, 2006, our common stock traded under the symbol
        "EDVO". The OTCBB is a regulated quotation service that displays real-time
        quotes, last-sale prices and volume information in over-the-counter equity
        securities. The OTCBB securities are traded by a community of market makers
        that
        enter quotes and trade reports. This market is extremely limited and any
        prices
        quoted are not a reliable indication of the value of our common
        stock.
  The
        following table sets forth the quarterly high and low bid prices per share
        of
        our common stock by the OTCBB during the last two fiscal years. The quotes
        represent inter-dealer quotations, without adjustment for retail mark-up,
        markdown or commission and may not represent actual transactions. The trading
        volume of our securities fluctuates and may be limited during certain periods.
        As a result of these volume fluctuations, the liquidity of an investment
        in our
        securities may be adversely affected.
 
 Fiscal
                  Year
              Quarter
                  Ended
              High
              Low2005
              March
                  31, 2005*
              $64.40
              $43.20June
                  30, 2005*
              $55.60
              $5.00September
                  30, 2005*
              $6.80
              $3.00December
                  31, 2005*
              $4.40
              $2.002006
              March
                  31, 2006*
              $2.20
              $0.25June
                  30, 2006
              $2.09
              $0.30September
                  30, 2006
              $1.30
              $0.36December
                  31, 2006
              $0.65
              $0.35
 
  *
        On
        March 22, 2006, the Company effected a 1-for-40 reverse stock split. All
        prices
        in this table have been adjusted for the reverse split as if the split had
        occurred on January 1, 2005. For a more detailed discussion of this reverse
        stock split see Item 6, Management's Discussion and Analysis - Recent
        Developments.
  **Holders
        of Record**
  On
        December 31, 2006, there were approximately 1,700 holders of record of our
        common stock according to our transfer agent. The Company has no record of
        the
        number of shareholders who hold their stock in "street" name with various
        brokers.
  **Dividends**
  We
        have
        never paid a cash dividend on our common stock nor do we anticipate paying
        cash
        dividends on our common stock in the near future. It is our present policy
        not
        to pay cash dividends on the common stock but to retain earnings, if any,
        to
        fund growth and expansion. Under Delaware law, a company is prohibited from
        paying dividends if the company, as a result of paying such dividends, would
        not
        be able to pay its debts as they become due, or if the company's total
        liabilities preferences to preferred shareholders exceed total assets. Any
        payment of cash dividends on our common stock in the future will be dependent
        on
        our financial condition, results of operations, current and anticipated cash
        requirements, plans for expansion, as well as other factors our board of
        directors deems relevant.
  **Sales
        of Unregistered Securities**
  All
        sales
        of unregistered common stock that occurred in 2006 has been previously reported
        in our public filings with the Securities and Exchange Commission and is
        described in detail in Management' Discussion and Analysis below.
  9
  
 **ITEM
        6. MANAGEMENT'S DISCUSSION AND ANALYSIS**
  For
        a
        description of our significant accounting policies and an understanding of
        the
        significant factors that influenced our performance during the fiscal year
        ended
        December 31, 2006, this "Management's Discussion and Analysis" should be
        read in
        conjunction with the Consolidated Financial Statements, including the related
        notes, appearing in Item 7 of this Annual Report.
  **Forward-Looking
        Statements**
  This
        portion of this Annual Report on Form 10-KSB, includes statements that
        constitute "forward-looking statements." These forward-looking statements
        are
        often characterized by the terms "may," "believes," "projects," "expects,"
        or
        "anticipates," and do not reflect historical facts. Specific forward-looking
        statements contained in this portion of the Annual Report include, but are
        not
        limited to the Company's (i) expectation that certain of its liabilities
        listed
        on the balance sheet under the headings "Accounts Payable," "Accrued
        Liabilities" and "Note Payable" will be retired by issuing stock versus cash
        during the next 12 months; (ii) expectation that it will continue to devote
        capital resources to fund continued development of voice, video and data
        services and IP open standard architecture and maintain and grow existing
        marketing capacity; (iii) expectation that it will execute employment agreements
        with certain executive officers in the next fiscal quarter; (iv) anticipation
        that it will incur significantly less capital expenditures for broadband
        fiber
        infrastructure as a result of its new emphasis as a distributor of IP-based
        content and services to existing broadband network and service providers;
        (v)
        anticipation that it will incur significantly more capital expenditures as
        it
        expects to procure new equipment and software systems to be installed into
        existing network facilities that will accommodate the delivery of content
        and
        services over its network or the network of its partners; (vi) anticipation
        of
        acquiring credit or leasing facilities by a third party in order to finance
        new
        equipment expenditures; and (vii) anticipation of a significant increase
        in
        operational and SG&A costs as it accelerates the development and launch of
        new operations in 2007.
  Forward-looking
        statements involve risks, uncertainties and other factors, which may cause
        our
        actual results, performance or achievements to be materially different from
        those expressed or implied by such forward-looking statements. Factors and
        risks
        that could affect our results and achievements and cause them to materially
        differ from those contained in the forward-looking statements include those
        identified in the section titled "Risk Factors," as well as other factors
        that
        we are currently unable to identify or quantify, but that may exist in the
        future.
  In
        addition, the foregoing factors may affect generally our business, results
        of
        operations and financial position. Forward-looking statements speak only
        as of
        the date the statement was made. We do not undertake and specifically decline
        any obligation to update any forward-looking statements.
 
 **Executive
        Overview**
 
 During
        the first and second quarters of 2006, we focused primarily on restructuring
        our
        balance sheet and capitalization in order to position ourselves to attract
        equity capital in order to launch new content delivery products and to develop
        and execute a strategy to acquire other assets and companies that complement
        our
        business. The key challenge for us in executing these activities was lack
        of
        capital and the deterioration of our public share value to support new
        investment capital. In order to better position the company to attract new
        capital, we needed to restructure the public company to support potential
        acquisitions and/or mergers and we needed to begin showing significant signs
        that we could grow the businesses already owned, namely Endavo Media and
        Communications, Inc. In March 2006, we contracted with a group of consultants
        in
        exchange for 4.8 million common shares to assist us with the restructuring
        of
        our public company, marketing, strategic partnerships and general business
        development. This restructure provided us with the ability to raise a relatively
        small, yet sufficient, amount of capital to continue our operations and to
        execute our merger and acquisition plans
  There
        are
        certain to be other many other issues that will emerge that will require
        our
        attention and ingenuity if we are to be successful in delivering digital
        content, information and communications in a very competitive industry,
        especially as a small company with continuing losses. These may include
        potential challenges related to our business such as digital rights management,
        or "DRM," possible franchise rights for distributing video locally, state
        and
        federal regulatory issues and issues related to the taxation of Internet
        services. We will confront our challenges as they emerge and look ahead to
        try
        to forecast upcoming challenges. Overall, we believe that we are currently
        ahead
        of the market in terms of our vision of "convergence" and that we have a
        unique
        window of opportunity to establish ourselves as a leader in the Internet
        media
        market in with our unique solution that delivers integrated digital distribution
        and content management services to wide array of customers
  Some
        of
        our key positive attributes are our small size, our relationships with specific
        content owners who want to use our new products and services and relationships
        with network and equipment providers that can both support our expansion
        plans
        and use the content we are distributing on behalf of our customers. Being
        a
        small company means that our planned changes in the strategy can quickly
        make
        meaningful impact on results without a major overhaul if we are successful
        in
        implementation.
  **** **Recent
        Developments**
  **Agreements**
  In
        August
        2006, we formed a new subsidiary, Louros Networks, Inc., in Delaware for
        the
        purpose of executing an Asset Purchase Agreement to acquire all of the assets
        and operations of WV Fiber LLC.
 
 **Summary
        of WV Fiber Asset Purchase and Share Exchange Terms:**
  
 Purchase
                  Price
              **$1,662,500
                  cash and 4,055,448 shares of IMHI common stock**Founder
                  Debt Satisfaction
              As
                  an additional part of the purchase price, IMHI SUB will satisfy
                  the
                  pre-petition secured claim of HT Investments, LLC, including principal
                  and
                  non-default interest by the payment of cash of an amount not to
                  exceed
                  $850,000 (the “HT Payment”).Further,
                  IMHI SUB will satisfy all other pre-petition secured claims, if
                  any, that
                  may be allowed to Wilhagen Ventures, Peter Marcum, Thomas Lunn,
                  Fred
                  Filsooth, Broadband Concepts and any spouses, insiders, affiliates,
                  subsidiaries, successors or assigns of the foregoing (referred
                  to as the
                  “Founders” and their secured claims, if any, being referred to as “Founder
                  Debt”) with consent of the holders of such claims or by final order
                  of the
                  Bankruptcy Court and in accordance with the Share Exchange Terms
                  described
                  herein below.Shares
                  Exchanged:
              IMHI
                  and owners of Founder Debt will agree to convert all amounts outstanding
                  to 917,486 shares of Series A Preferred shares (the “Preferred Shares”),
                  on a prorated basis, in exchange for payment of secured Founder
                  Debt
                  allowed by the Bankruptcy Court. (Each Preferred Share is convertible
                  into
                  9.6 common shares.) The Preferred Shares shall be issued, pro rata,
                  to any
                  pre-petition secured claim that may be allowed by the Bankruptcy
                  Court,
                  but shall not be issued to any such claim evidencing Founder Debt
                  as may
                  not be allowed as secured. In the event that no Founder Debt is
                  allowed as
                  secured by a final order of the Bankruptcy Court, the Preferred
                  Shares
                  shall not be issued and the Company shall have no obligation to
                  issue
                  Preferred Shares to any person or
                  entity.
  
  On
        October 2, 2006 we completed the merger of Bidchaser, Inc. with BCI Acquisition
        Corporation, a Florida corporation and wholly-owned by Integrated Media
        Holdings. 2,122,095 common shares and 280,080 Series A Preferred shares of
        Integrated Media Holdings were exchanged for 100% of the outstanding shares
        of
        Bidchaser to complete the merger. Bidchaser, Inc. survived the merger and
        began
        operating as a wholly-owned subsidiary of Integrated Media Holdings.
  
  **Private
        Placement Offerings**
 
 The
        Company issued
        40,000 units of common stock and warrants during the quarter ended June 30,
        2006, under Regulation D of the Securities and Exchange Act, to an accredited
        individual for proceeds of $200,000. $20,000 of that amount was received
        after
        June 30, 2006. The units equaled 400,000 shares of common stock and 800,000
        five-year warrants with an exercise price of $0.625 per share. The common
        stock
        and warrants are restricted from resale until registered or until a resale
        exemption is available to the holder under Rule 144.
  On
        the
        15th day of August, 2006, Integrated Media Holdings Inc., a Delaware corporation
        (“IMHI”) issued 37,000 shares of common stock for the cash sum of $165,000.00
        pursuant to the terms of the Securities Purchase Agreement dated as of April
        3 rd ,
        2006.
        The proceeds of this financing have been used for general working capital.
 
 On
        the
        23 rd day of
        August, the Company issued Promissory Notes, dated July 19, 2006, to certain
        individual accredited investors in the total amounts of $885,000 in exchange
        for
        proceeds in the same amount. These Notes carry a simple interest rate of
        15-18%
        per annum and are payable on demand after 180 days from the issue date or
        they
        are convertible into units of common stock and warrants at a rate of one
        unit
        for every $5.00 converted. The units equal 10 shares of common stock and
        20 five
        year warrants with an exercise price of the greater of 50% of the market
        price
        or $.50. The proceeds of this financing were used for the acquisition of
        the
        assets and operations of WV Fiber LLC.
 
 In
        the
        23 rd day of
        August, the Company completed the sale of 149,900 units of common stock warrants
        under a Regulation D unit offering to certain accredited individual investors
        in
        exchange for cash proceeds of $749,501. Each
        $5.00 unit equaled 10
        shares
        of common stock and 20 five year warrants exercisable at a 50% of the market
        price at the time of closing. The issued warrants are exercisable at a range
        of
        $.50-.63. 1,499.002 shares of common stock and 2,998,004 warrants are to
        be
        issued by the company pursuant to this financing. The proceeds of this financing
        were used for the acquisition of the assets and operations of WV Fiber. All
        warrants issued pursuant to this private placement were exercised in full
        on a
        cashless basis, resulting in a total amount of common stock issued pursuant
        to
        this transaction of 2,998,004.
 
 On
        the
        23 rd day of
        October, the Company issued Promissory Notes to an offshore institutional
        investors in the total amount of $100,000 in exchange for proceeds in the
        same
        amount. This Note carries a simple interest rate of 18% per annum and are
        payable on demand after 180 days from the issue date or they are convertible
        into units of common stock and warrants at a rate of one unit for every $5.00
        converted. The units equal 10 shares of common stock and 20 five year warrants
        with an exercise price of the greater of 50% of the market price or
        $.25.
  No
        underwriting discounts or commissions were paid by the Company in connection
        with any of these transactions. The common stock transactions were exempt
        from
        registration under Section 4(2) of the Securities Act of 1933, as amended,
        and
        Section 506 of Regulation S or Regulation D promulgated thereunder. The Company
        relied, as applicable, upon the representations made by the purchasers of
        such
        securities in determining that such exemptions were available.
  **Critical
        Accounting Estimates and Assumptions**
  The
        preparation of our financial statements in conformity with accounting principles
        generally accepted in the United States of America requires our management
        to
        make certain 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. As such, in accordance with the use
        of
        accounting principles generally accepted in the United States of America,
        our
        actual realized results may differ from management's initial estimates as
        reported. A summary of our significant accounting policies are detailed in
        the
        notes to the financial statements, which are an integral component of this
        filing.
  We
        identified our most critical accounting policies to be related to revenue
        recognition, allowance for doubtful accounts, asset valuation and accounting
        for
        stock options. A complete list of our accounting policies is contained in
        Note 1
        to the notes of the consolidated financial statements. The following summarizes
        critical estimates made by management in the preparation of the financial
        statements.
  Revenue
        Recognition. Revenue is recognized when a valid contract or purchase order
        has
        been executed or received, services have been performed or product has been
        delivered, the selling price is fixed or determinable, and collectability
        is
        reasonably assured. Payments received prior to performance are recorded as
        deferred revenue. We enter into long-term service contracts in which we receive
        payments for initial equipment installation. These revenues are typically
        deferred over the life of the service term. Equipment installations relating
        to
        residential monthly contracts are recognized when installed.
  Allowance
        for Doubtful Accounts. Financial instruments that potentially subject us
        to
        concentration of credit risk consist primarily of trade receivables. In the
        normal course of business, we provide on-going credit evaluations of our
        customers and maintain allowances for possible losses, which, when realized,
        have been within the range of management's expectations. Management assesses
        its
        estimates of uncollectible accounts based on age of receivables and direct
        negotiations with our customers if disputes arise.
  Impairment
        of Long-lived Assets. We review our long-lived assets for impairment when events
        or changes in circumstances indicate that the book value of an asset may
        not be
        recoverable. We evaluate, at each balance sheet date, whether events and
        circumstances have occurred that indicate possible impairment. We use an
        estimate of future undiscounted net cash flows of the related asset or group
        of
        assets over their estimated remaining life in measuring whether the assets
        are
        recoverable.
  Accounting
        for Stock-based Compensation. We account for stock-based compensation issued
        to
        employees and directors under Accounting Principles Board Opinion, or "APB,"
        No.
        25, "Accounting for Stock Issued to Employees," and related interpretations.
        Under APB No. 25, compensation related to stock options, if any, is recorded
        if
        an option's exercise price on the measurement date is below the fair value
        of
        the Company's common stock and amortized to expense over the vesting period.
        Compensation expense for stock awards or purchases, if any, is recognized
        if the
        award or purchase price on the measurement date is below the fair value of
        the
        common stock and is recognized on the date of award or purchase. Statement
        of
        Financial Accounting Standards, or "SFAS," No. 123, "Accounting for Stock
        Based
        Compensation," requires pro forma information regarding net loss and net
        loss
        per common share as if the Company had accounted for its stock options granted
        under the fair value method.
  We
        account for stock-based compensation issued to persons other than employees
        using the fair value method in accordance with SFAS No. 123 and related
        interpretations. Under SFAS No. 123, stock-based compensation is determined
        as
        either the fair value of the consideration received or the fair value of
        the
        equity instruments issued, whichever is more reliably measurable. The
        measurement date for these issuances is the earlier of either the date at
        which
        a commitment for performance by the recipient to earn the equity instruments
        is
        reached or the date at which the recipient's performance is complete.
  **Results
        of Operations**
  Our
        operating results showed a increase in revenues and overall improved financial
        performance for the year ended 2006.
  **Summary
        of Operations**
 2006
              
              2005Revenues
              $
                  1,504,000
              
              $
                  434,000Cost
                  of Revenue
              (1,464,000)
              
              (131,000)Gross
                  Income (Loss)
              40,000
              
              303,000Selling,
                  general, and administrative costs
              (5,901,000)
              
              (2,840,000)Operating
                  (Loss)
              (5,861,000)
              
              (2,537,000)Other
                  income (expense)
              1,150,000
              
              (3,000)Interest
                  expense
              (1,002,000)
              
              (1,840,000)Net
                  loss
              (5,713,000)
              
              (4,380,000)
  
  Our
        revenues increased 246% in 2006 compared to 2005. At the same time, our cost
        of
        revenues increased by 1017 % and increased as a percentage of revenue to
        97% in
        2006 compared to 30% in 2005. Selling, general and administrative costs
        increased as a percentage of revenues in 2006 as compared to 2005, resulting
        in
        a increase of 131% in our operating loss in 2006.
  **Revenues**
  Our
        revenues increased to $1,505,000 in 2006 from $434,000 in 2005. This was
        due in
        large part to the acquisition of the operations of WV Fiber LLC in August
        2006
        and Bidchaser Inc. in October 2006. WV Fiber contributed $1,411,000 in revenues
        for us since August8, 2006. Bidchaser Inc. contributed $45,000 in 2006. Without
        WV Fiber and Bidchaser, the company would have generated $48,000 in revenues
        in
        2006, as Endavo media continued to develop its products throughout most of
        the
        year, generating mostly set up fees from initial customers.
  **Cost
        of Revenues and Gross Margins**
  Our
        cost
        of revenues increased to $1,464,000 in 2006 from $131,000 in 2005, an increase
        of 1018%. This was the result of the acquisition of the operations of WV
        Fiber,
        which had cost of sales $1,433,000. WV Fiber’s cost of sales is represented
        primarily fiber network and data center facility costs associated with operating
        its network. Endavo expended $31,000 in 2006 as cost of sales, which consisted
        entirely of software and website development costs for setting up new customers.
  Our
        gross
        margin on sales in 2006 was $40,000 compared to a gross margin of $303,000
        in
        2005. This decrease in our gross margin was primarily due low gross margins
        generated by WV Fiber, as a percentage of the majority of our sales, and
        the
        general decrease in sales from the company outside of WV Fiber.
  **Selling,
        General and Administrative Costs**
  Selling,
        general and administrative costs increased to $5,901,000 in 2006 compared
        to
        $2,838,000 in 2005. These costs increased primarily due to a significant
        increase in payroll expenses from $833,000 in 2005 to $3,456,000 in 2006
        and the
        increase in professional services expense from $620,000 in 2005 to $1,724,000
        in
        2006. We
        also
        experienced an increase in depreciation. These increases in costs were partially
        offset by a significant decrease in contract labor and travel expenses in
        2006
        over 2005.
  **Selling,
        General and Administrative**
 2006
              
              2005Payroll
                  Expenses
              $
                  3,456,000
              
              $
                  833,000Sales
                  Commissions
              55,000
              
              -Contract
                  Labor
              144,000
              
              805,000Office
                  Expense
              2,000
              
              39,000Professional
                  services, including stock and options issued for services
              1,724,000
              
              620,000Travel
              51,000
              
              183,000Bad
                  Debt
              22,000
              
              (2,000)Employee
                  benefits
              42,000
              
              65,000Equipment
                  expense
              12,000
              
              21,000Advertising
                  and marketing
              64,000
              
              30,000Rent
              18,000
              
              90,000Depreciation
              147,000
              
              78,000Other
              164,000
              
              76,000Total
              $
                  5,901,000
              
              $
                  2,838,000
  **Other
        Income (Expense)**
 2006
              
              2005Interest
                  Expense
              $
                  (1,002,000)
              
              $
                  (1,840,000)Other
                  income
              1,150,000
              
              (3,000)Total
              $
                  148,000
              
              $
                  (1,843,000)
  **Liquidity
        and Capital Resources**
  During
        2006, we restructured our company in order to better position ourselves to
        make
        acquisitions that would bring revenue and cash flow to the company, while
        also
        continuing to pursue our organic growth plan with Endavo Media, as described
        herein. We acquired 2 companies in 2006, one of which (WV Fiber) produced
        significantly more revenues than we had prior to the acquisition. However,
        WV
        Fiber did not generate sufficient gross margins to fund its own operations
        entirely or to contribute to the operations of the our other companies,
        including Integrated Media. As such, we continue to experience operating
        losses
        and, therefore, rely upon best-efforts third party funding from individual
        accredited and institutional investors. We did not have any significant credit
        facilities available with financial institutions or other third parties at
        the
        end of the year. During 2006, we financed operations through the sale of
        equity
        and debt securities. Though we have been somewhat successful at raising capital
        on a best efforts basis in the past, we can provide no assurance that we
        will be
        successful in any future funding efforts. If we are unable to either obtain
        financing from external sources or generate internal liquidity from operations
        in the future, we may need to curtail operations.
  Current
        assets for 2006 approximately totaled $628,000 as compared to $21,000 reported
        for 2005. During 2006, we received net proceeds of $2,099,501through the
        issuance of convertible promissory notes, through the exercise of common
        stock
        warrants and the sale of common stock.
  As
        result
        of the sale of WV Fiber, which occurred after December 31, 2006 as discussed
        in
        Subsequent Events section of this report, we anticipate that we will incur
        significantly less operating expenses in 2007. We anticipate Endavo’s emphasis
        as a distributor of IP-based video content and services to online consumers
        and
        existing broadband network and service providers to require much less cash
        than
        we required in 2006. Endavo’s operating costs are significantly lower than those
        of WV Fiber, thus we anticipate being able to reach an operating profit with
        far
        less revenue without owning WV Fiber. Moreover, much of the development costs
        associated with the creation and development of Endavo’s content delivery
        products are now behind us. However, until we achieve substantial revenues
        or
        profitability over several quarters, we must be considered as a start-up
        entity.
        Going forward, we may incur significantly more capital expenditures if we
        need
        to procure new equipment and software systems to be installed into existing
        network facilities that will accommodate the delivery of content and services
        over our network or the network of our partners. We also anticipate some
        increase in operational and SG&A costs, as we accelerate the expansion of
        our operations in 2007 as planned.
  **Going
        Concern**
  Our
        financial statements have been prepared in accordance with accounting principles
        generally accepted in the United States applicable to a going concern that
        contemplates the realization of assets and the satisfaction of liabilities
        and
        commitments in the normal course of business. Our general business strategy
        is
        unproven, and we have only recently begun to record revenues. To date, we
        have
        relied primarily on the sale of our equity and debt securities to fund our
        operations. We have incurred losses since our inception and we continue to
        incur
        legal, accounting, and other business and administrative expenses. Our auditor
        has therefore recognized that there is substantial doubt about our ability
        to
        continue as a going concern.
  **Risk
        Factors**
  An
        investment in our common stock is highly speculative, involves a high degree
        of
        risk, and should be made only by investors who can afford a complete loss.
        You
        should carefully consider the following risk factors, together with the other
        information in this prospectus, including our financial statements and the
        related notes, before you decide to buy our common stock. Our most significant
        risks and uncertainties are described below; however, they are not the only
        risks we face. Additional risks and uncertainties not presently known to
        us or
        that we currently deem immaterial also impair our business operations. If
        any of
        the following risks actually occur, our business, financial condition, or
        results of operations could be materially adversely affected, the trading
        of our
        common stock could decline, and you may lose all or part of your
        investment.
  **RISKS
        RELATED TO OUR BUSINESS**
  We
        have a
        history of losses, anticipate future losses and our previous independent
        auditors have expressed doubt about our ability to continue as a going concern,
        any of which may hinder our ability to obtain future financing.
  In
        their
        report for our most recent fiscal year, our independent auditors stated that
        our
        financial statements for the year ended December 31, 2006 were prepared assuming
        that we would continue as a going concern. Our ability to continue as a going
        concern is an issue raised as a result of a loss for the year ended December
        31,
        2006 in the amount of approximately $5,713,000 and a loss for the year ended
        December 31, 2005 in the amount of approximately $4,380,000. We continue
        to
        experience net operating losses. Our ability to continue as a going concern
        is
        subject to our ability to generate a profit and/or obtain necessary funding
        from
        outside sources, including obtaining additional funding from the sale of
        our
        securities, increasing sales or obtaining loans and grants from various
        financial institutions where possible. The going concern qualification in
        the
        auditor's report increases the difficulty in meeting such goals and there
        can be
        no assurances that such methods will prove successful. If we do not continue
        as
        a going concern, stockholders may lose their entire investment.
  We
        may
        have difficulty raising additional capital, which could deprive us of necessary
        resources to grow our business and achieve our business objectives.
  We
        expect
        to continue to devote capital resources to fund continued development of
        content
        delivery and management services and maintain and grow existing marketing
        capacity. In order to support the initiatives envisioned in our business
        plan,
        we intend to raise additional funds through the sale of equity, debt or a
        combination of the two. Our ability to raise additional financing depends
        on
        many factors beyond our control, including the state of capital markets,
        the
        market price of our common stock and the development, or prospects for
        development, of competitive technology by others.
  Because
        our common stock is listed on the over-the-counter bulletin board, many
        investors may not be willing or allowed to purchase it or may demand steep
        discounts. Sufficient additional financing may not be available to us or
        may be
        available only on terms that would result in further dilution to the current
        owners of our common stock. If we are unable to raise additional funds when
        we
        need them, we may have to severely curtail our operations.
  We
        may
        not be able to successfully deliver existing or develop new products and
        services in a cost-effective manner to meet customer demand in the rapidly
        evolving market for voice, video and data services.
  The
        opportunity for digital content and services delivery over the Internet and
        broadband is characterized by rapidly changing technology, evolving industry
        standards, changes in customer needs and frequent new service and product
        introductions. We are currently focused on developing and evaluating
        technologies and applications associated with video and data services over
        the
        Internet and IP networks; developing applications to enhance customers'
        experiences; and researching and testing technologies used to deliver digital
        media and broadband services, among others. Our future success will depend,
        in
        part, on our ability to use leading technologies effectively, to continue
        to
        develop our technical expertise, to enhance our existing services and to
        develop
        new services that meet changing customer needs on a timely and cost-effective
        basis. We may not be able to adapt quickly enough to changing technology,
        customer requirements and industry standards. If we fail to use new technologies
        effectively, to develop our technical expertise and new services or to enhance
        existing services on a timely basis, either internally or through arrangements
        with third parties, our product and service offerings may fail to meet customer
        needs, which would adversely affect our revenues.
  We
        may
        not be able to successfully implement our digital media distribution and
        network
        strategy, which could adversely affect our ability to grow or sustain revenues
        and our profitability.
  The
        ability to deliver digital content and services to and online consumers and
        other networks and platforms is critical to the success of our business plans.
        One component of our strategy for increasing our broadband customer base
        and
        revenues is to ensure we can cost-effectively purchase wholesale broadband
        access. We have done this primarily by acquiring and partnering with WV Fiber,
        an IP/MPLS network services company, thus significantly reducing our upfront
        transport costs. While we believe cost reductions associated with the delivery
        of our services over our partner's network will contribute positively to
        overall
        operating profit margins, our profitability would be adversely affected if
        we
        are unable to continue to manage and reduce recurring transport costs associated
        with the delivery of our services and costs incurred to add new broadband
        customers.
  Competitive
        product, price or marketing pressures could cause us to lose existing customers,
        or may cause us to reduce our prices for our services, which could adversely
        impact our revenues.
  The
        Internet and network services industry is intensely competitive. Some of
        our
        competitors have significantly greater financial, technical, manufacturing,
        marketing and distribution resources, as well as greater experience in the
        industry than we have. The particular solutions our product lines address
        can
        also be addressed by video and data services by our competitors. Many of
        these
        alternatives are widely accepted by potential customers and have a long history
        of use. Competitors have used and may continue to use aggressive marketing
        efforts, including significantly discounting the retail price of their services
        to attract new subscribers. There can be no assurance that in response to
        these
        marketing efforts we will not experience increased churn with respect to
        these
        services. Increased churn rates indicate customers are discontinuing services,
        which result in a decrease in our customer base and adversely impacts our
        revenue. If any of these possibilities occur, it may adversely impact our
        revenue and subscribers we are able to add. Competition may additionally
        result
        in price reductions, reduced gross margins and loss of market
        share.
  Our
        service offerings may fail to be competitive with existing and new
        competitors.
  Current
        and prospective competitors include many large companies that have substantially
        greater market presence, financial, technical, marketing and other resources
        than we have. We compete directly or indirectly with the following categories
        of
        companies:
  ·
            Content
                delivery networks and platforms, such as Akamai, Brightcove and Limelight
                Networks  ·
            Online
                content and service companies, such as Yahoo! and Google, who continue
                to
                expand their service offerings and acquire companies who compete
                with us;
                and  ·
            Large
                content owners, studios and broadcasting companies, such as ABC and
                Blockbuster, who are developing their own online video platforms.  Competition
        is likely to continue increasing, particularly as large diversified content
        delivery networks continue to expand video and data services and content/media
        owners decide to do it themselves. Diversified competitors may continue to
        bundle other content, services and products with Internet access services,
        potentially placing us at a significant competitive disadvantage.
  As
        competition in the telecommunication market continues to intensify, competitors
        may merge or form strategic alliances that would increase their ability to
        compete with us for subscribers. These relationships may negatively impact
        our
        ability to form or maintain our own strategic relationships and could adversely
        affect our ability to expand our customer base.
  Service
        interruptions or impediments could harm our business.
  Harmful
        software programs. Our network infrastructure and the networks of our
        third-party providers are vulnerable to damaging software programs, such
        as
        computer viruses and worms. Certain of these programs have disabled the ability
        of computers to access the Internet or other services we provide, requiring
        users to obtain technical support. Other programs have had the potential
        to
        damage or delete computer programs. The development and widespread dissemination
        of harmful programs has the potential to seriously disrupt usage. If usage
        is
        significantly disrupted for an extended period of time, or if the prevalence
        of
        these programs results in decreased usage of our voice, video or data services,
        our business could be materially and adversely impacted.
  Security
        breaches. We depend on the security of our network and, in part, on the security
        of the network infrastructures of our third-party service providers and our
        outsourced customer support service providers. Unauthorized or inappropriate
        access to, or use of, our network, computer systems and services could
        potentially jeopardize the security of confidential information, including
        credit card information, of our subscribers and of third parties. Consumers
        or
        businesses may use our services to perpetuate crimes in the future. Subscribers
        or third parties may assert claims of liability against us as a result of
        any
        failure by us to prevent these activities. Although we use security measures,
        there can be no assurance that the measures we take will be successfully
        implemented or will be effective in preventing these activities. Further,
        the
        security measures of our third-party providers may be inadequate. These
        activities may subject us to legal claims, may adversely impact our reputation,
        and may interfere with our ability to provide our services, all of which
        could
        have a material adverse effect on our business, financial position and results
        of operations.
 
 Natural
        disaster or other catastrophic event. Our operations and services depend
        on the
        extent to which our computer equipment and the computer equipment of our
        third-party providers are protected against damage from fire, flood, hurricane,
        earthquakes, power loss, telecommunications failures, break-ins, acts of
        war or
        terrorism and similar events. We have technology centers in the U.S. that
        contain a significant portion of our computer and electronic equipment. These
        technology centers host and manage our voice, video and data services. Despite
        precautions taken by us, a natural disaster or other unanticipated problem
        that
        impacts our locations could cause interruptions in the services that we provide.
        Such interruptions in our services could have a material adverse effect on
        our
        ability to provide services to our subscribers and, in turn, on our business,
        financial condition and results of operations.
  Network
        infrastructure. The success of our business depends on the capacity, reliability
        and security of our network infrastructure. We may be required to expand
        and
        improve our infrastructure and/or purchase additional capacity from third-party
        providers to meet the needs of an increasing number of subscribers and to
        accommodate the expanding amount and type of information our customers
        communicate. Such expansion and improvement may require substantial financial,
        operational and managerial resources. We may not be able to expand or improve
        our network infrastructure to meet additional demand or changing subscriber
        requirements on a timely basis and at a commercially reasonable cost, or
        at all.
        As a result, users may be unable to use our services. Inaccessibility,
        interruptions or other limitations on the ability of customers to access
        our
        services due to excessive user demand, or any failure of our network to handle
        user traffic, could have a material adverse effect on our reputation, which
        could cause an increase in churn and would adversely impact our
        revenues.
  We
        and
        our technology partners may not be able to develop or protect our respective
        proprietary technologies and may be required to enter licensing arrangements
        on
        unfavorable terms.
  We
        regard
        our trademarks, service marks, copyrights, patents, trade secrets, proprietary
        technologies and similar intellectual property and those of our technology
        partners as critical to our success. We rely on trademark, copyright and
        patent
        law, trade secret protection, and confidentiality agreements with our employees,
        customers, partners and others to protect our proprietary rights and our
        technology partners employ similar practices. The efforts that both we and
        our
        technology partners have taken to protect our proprietary rights may not
        be
        sufficient or effective. Third parties may infringe or misappropriate either
        of
        our copyrights, trademarks, patents and similar proprietary rights. If either
        we
        or our technology partners are unable to protect our respective proprietary
        rights from unauthorized use, our respective brand images may be harmed and
        our
        business may suffer.
  The
        protection of trademarks, service marks, copyrights, patents, trade secrets,
        proprietary technologies and intellectual property may require the expenditure
        of significant financial and managerial resources. Moreover, we cannot be
        certain that the steps we or our technology partners take to protect these
        assets will adequately protect our respective rights or that others will
        not
        independently develop or otherwise acquire equivalent or superior technology
        or
        other intellectual property rights. Such events could substantially diminish
        the
        value of our respective technology and property, which could adversely affect
        our business.
  We
        may be
        accused of infringing upon the intellectual property rights of third parties,
        which is costly to defend and could limit our ability to use certain
        technologies in the future.
  We
        may be
        subject to claims and legal proceedings regarding alleged infringement by
        us of
        the patents, trademarks, licenses and other intellectual property rights
        of
        third parties. Such claims, whether or not meritorious, may result in the
        expenditure of significant financial and managerial resources, injunctions
        against us or the imposition of damages that we must pay. We may need to
        obtain
        licenses from third parties who allege that we have infringed their rights,
        but
        such licenses may not be available on terms acceptable to us or at all. Any
        of
        these could result in increases in our operating expenses or could limit
        or
        reduce the number of our service offerings.
  We
        may
        decide to initiate litigation in order to enforce our intellectual property
        rights, to protect our trade secrets, or to determine the validity and scope
        of
        our proprietary rights. Any such litigation could result in substantial expense,
        may reduce our profits, and may not adequately protect our intellectual property
        rights. In addition, we may be exposed to future litigation by third parties
        based on claims that our products or services infringe their intellectual
        property rights. Any such claim or litigation against us, whether or not
        successful, could result in substantial costs and harm our reputation. In
        addition, such claims or litigation could force us to do one or more of the
        following:
 ·
            cease
                selling or using any of our products that incorporate the challenged
                intellectual property, which would adversely affect our
                revenue;obtain a license from and/or make royalty payments to the holder
                of the
                intellectual property right alleged to have been infringed, which
                license
                may not be available on reasonable terms, if at
                all;  ·
            divert
                management's attention from our business;  ·
            redesign
                or, in the case of trademark claims, rename our products or services
                to
                avoid infringing the intellectual property rights of third parties,
                which
                may not be possible and in any event could be costly and
                time-consuming.  ·
            Even
                if we were to prevail, such claims or litigation could be time-consuming
                and expensive to prosecute or defend, and could result in the diversion
                of
                our management's time and attention. These expenses and diversion
                of
                managerial resources could have a material adverse effect on our
                business,
                prospects, financial condition, and results of
                operations.  We
        may be
        unable to hire and retain sufficient qualified personnel, and the loss of
        any of
        our key executive officers could adversely affect us.
  We
        believe that our success will depend in large part on our ability to attract
        and
        retain highly skilled, knowledgeable, sophisticated and qualified managerial,
        professional and technical personnel. We have experienced significant
        competition in attracting and retaining personnel who possess the skills
        that we
        are seeking. As a result of this competition, we may experience a shortage
        of
        qualified personnel. In addition, the loss of any of our key executives could
        have a material adverse effect on us. Much of our success depends upon the
        ability of our President and Chief Executive Officer, Paul D. Hamm, to identify,
        hire and retain senior management, sales, marketing and personnel. The loss
        of
        Mr. Hamm or the failure to attract, integrate, motivate and retain additional
        key employees could adversely impact our business. We do not have key person
        insurance on the life of Mr. Hamm or any other executive officer or key
        employee.
  Government
        regulations could force us to change our business practices.
  Federal,
        state and local governments extensively regulate the cable industry and the
        circuit-switched phone services industry and may begin regulating the Internet
        services industry. We expect that legislative enactments, court actions and
        regulatory proceedings will continue to clarify and in some cases change
        the
        rights and obligations of cable companies and other entities under the
        Communications Act and other laws, possibly in ways that we have not foreseen.
        The results of these legislative, judicial and administrative actions may
        materially affect our business operations.
  Changes
        in the regulatory environment regarding the Internet and the voice, video
        and
        data services that we provide could cause our revenues to decrease and/or
        our
        costs to increase. Currently, we are classified as a "telecommunications"
        provider, and therefore directly regulated by the state and the FCC. We operate
        our services throughout the U.S. Regulatory authorities at the state level
        may
        seek to regulate aspects of our activities as telecommunications services,
        including Internet access and voice services, such as VoIP. We are also subject
        to other regulations that govern businesses generally, such as regulations
        related to consumer protection.
  The
        tax
        treatment of activities on or relating to the Internet is currently unsettled.
        A
        number of proposals have been made at the federal, state and local levels
        and by
        foreign governments that could impose taxes on the online sale of goods and
        services and other Internet activities. Future federal and state laws imposing
        taxes on the provision of goods and services over the Internet could make
        it
        substantially more expensive to operate our business.
  Declining
        levels of economic activity or fluctuations in the use of our services could
        negatively impact our subscriber growth rates and incremental revenue
        levels.
  Changes
        in general economic conditions that affect demand for our voice, video and
        data
        services could adversely affect our revenues. While the number of subscribers
        has been rising, the infrastructure may not expand fast enough to meet the
        increased levels of demand. If use of the voice, video and data services
        as a
        medium for commerce declines or grows at a slower rate than we anticipate,
        our
        revenues could be lower than expected and our business could be
        harmed.
  We
        may
        face risks as we expand our business into international markets.
  We
        currently may explore opportunities to offer our products in foreign markets.
        If
        so, we have limited experience in developing and marketing our services
        internationally, and we may not be able to successfully execute our business
        model in markets outside the United States. We may face a number of risks
        inherent in doing business in international markets, including the
        following:
  ·
            changing
                regulatory requirements;  ·
            fluctuations
                in the exchange rate for the United States
                dollar;  ·
            the
                availability of export licenses;  ·
            potentially
                adverse tax consequences;  ·
            political
                and economic instability;  ·
            changes
                in diplomatic and trade relationships;  ·
            difficulties
                in staffing and managing foreign operations, tariffs and other trade
                barriers;  ·
            complex
                foreign laws and treaties;  ·
            changing
                economic conditions;  ·
            difficulty
                of collecting foreign account
                receivables;  ·
            exposure
                to different legal standards, particularly with respect to intellectual
                property and distribution of products;  In
        addition, we would be subject to the Foreign Corrupt Practices Act, which
        prohibits us from making payments to government officials and others in order
        to
        influence the granting of contracts we may be seeking. Our non-U.S. competitors
        are not subject to this law and this may give them a competitive advantage
        over
        us.
  To
        the
        extent that international operations represent a significant portion of our
        business in the future, our business could suffer if any of these risks
        occur.
  Failure
        to achieve and maintain effective internal controls in accordance with Section
        404 of the Sarbanes-Oxley Act could have a material adverse effect on our
        business and stock price.
  Pursuant
        to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual
        Report on Form 10-KSB for the fiscal year ending December 31, 2007, we will
        be
        required to furnish a report by our management on our internal control over
        financial reporting. The internal control report must contain (i) a statement
        of
        management's responsibility for establishing and maintaining adequate internal
        control over financial reporting, (ii) a statement identifying the framework
        used by management to conduct the required evaluation of the effectiveness
        of
        our internal control over financial reporting, (iii) management's assessment
        of
        the effectiveness of our internal control over financial reporting as of
        the end
        of our most recent fiscal year, including a statement as to whether or not
        internal control over financial reporting is effective, and (iv) a statement
        that the Company's independent auditors have issued an attestation report
        on
        management's assessment of internal control over financial
        reporting.
  In
        order
        to achieve compliance with Section 404 of the Act within the prescribed period,
        we will need to engage in a process to document and evaluate our internal
        control over financial reporting, which will be both costly and challenging.
        In
        this regard, management will need to dedicate internal resources, engage
        outside
        consultants and adopt a detailed work plan to (i) assess and document the
        adequacy of internal control over financial reporting, (ii) take steps to
        improve control processes where appropriate, (iii) validate through testing
        that
        controls are functioning as documented and (iv) implement a continuous reporting
        and improvement process for internal control over financial reporting. We
        can
        provide no assurance as to our, or our independent auditors', conclusions
        at
        December 31, 2007 with respect to the effectiveness of our internal control
        over
        financial reporting under Section 404 of the Act. There is a risk that neither
        we nor our independent auditors will be able to conclude at December 31,
        2007
        that our internal controls over financial reporting are effective as required
        by
        Section 404 of the Act.
  During
        the course of our testing we may identify deficiencies which we may not be
        able
        to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
        for
        compliance with the requirements of Section 404. In addition, if we fail
        to
        achieve and maintain the adequacy of our internal controls, as such standards
        are modified, supplemented or amended from time to time, we may not be able
        to
        ensure that we can conclude on an ongoing basis that we have effective internal
        controls over financial reporting in accordance with Section 404 of the
        Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those
        related to revenue recognition, are necessary for us to produce reliable
        financial reports and are important to helping prevent financial fraud. If
        we
        cannot provide reliable financial reports or prevent fraud, our business
        and
        operating results could be harmed, investors could lose confidence in our
        reported financial information, and the trading price of our stock could
        drop
        significantly.
  **RISKS
        RELATED TO THE INTERNET**
  We
        may
        not be able to adapt as the Internet market changes.
  Our
        failure to respond in a timely manner to changing market conditions or client
        requirements could have a material adverse effect on our business, prospects,
        financial condition, and results of operations. The Internet is characterized
        by:
  ·
            rapid
                technological change;  ·
            changes
                in advertiser and user requirements and
                preferences;  ·
            frequent
                new product and service introductions embodying new technologies;
                and  ·
            the
                emergence of new industry standards and practices that could render
                our
                existing service offerings, technology, and hardware and software
                infrastructure obsolete.  ·
            In
                order to compete successfully in the future, we
                must  ·
            enhance
                our existing services and develop new services and technology that
                address
                the increasingly sophisticated and varied needs of our prospective
                or
                current customers;  ·
            license,
                develop or acquire technologies useful in our business on a timely
                basis;
                and  ·
            respond
                to technological advances and emerging industry standards and practices
                on
                a cost-effective and timely basis.  Our
        future success may depend on continued growth in the use of the Internet
        and
        Internet -based services.
  Because
        the Internet is a rapidly evolving industry, the ultimate demand and market
        acceptance for our services will be subject to a high level of uncertainty.
        Significant issues concerning the commercial use of the Internet and online
        service technologies, including security, reliability, cost, ease of use,
        and
        quality of service, remain unresolved and may inhibit the growth of Internet
        business solutions that use these technologies. In addition, the Internet
        or
        other online services could lose their viability due to delays in the
        development or adoption of new standards and protocols required to handle
        increased levels of Internet activity, or due to increased governmental
        regulation. Our business, prospects, financial condition, and results of
        operations would be materially and adversely affected if the use of the Internet
        and other online services does not continue to grow or grows more slowly
        than we
        expect.
  We
        may be
        required to keep pace with rapid technological change in the Internet
        industry.
  In
        order
        to remain competitive, we will be required continually to enhance and improve
        the functionality and features of our existing services, which could require
        us
        to invest significant capital. If our competitors introduce new products
        and
        services embodying new technologies, or if new industry standards and practices
        emerge, our existing services, technologies, and systems may become obsolete.
        We
        may not have the funds or technical know-how to upgrade our services,
        technology, and systems. If we face material delays in introducing new services,
        products, and enhancements, our customers may forego the use of our services
        and
        select those of our competitors, in which event our business, prospects,
        financial condition and results of operations could be materially and adversely
        affected.
  Regulation
        of the Internet and Internet-based services may adversely affect our
        business.
  Due
        to
        the increasing popularity and use of the Internet and online services, federal,
        state, local, and foreign governments may adopt laws and regulations, or
        amend
        existing laws and regulations, with respect to the Internet and other online
        services. These laws and regulations may affect issues such as user privacy,
        pricing, content, taxation, copyrights, distribution, and quality of products
        and services. The laws governing the Internet remain largely unsettled, even
        in
        areas where legislation has been enacted. It may take years to determine
        whether
        and how existing laws, such as those governing intellectual property, privacy,
        libel, and taxation, apply to the Internet. In addition, the growth and
        development of the market for electronic commerce may prompt calls for more
        stringent consumer protection laws, both in the United States and abroad,
        that
        may impose additional burdens on companies conducting business via the Internet.
        Any new legislation could hinder the growth in use of the Internet generally
        or
        in our industry and could impose additional burdens on companies conducting
        business online, which could, in turn, decrease the demand for our services,
        increase our cost of doing business, or otherwise have a material adverse
        effect
        on our business, prospects, financial condition, and results of
        operations.
  Our
        business could be negatively impacted if the security of the Internet becomes
        compromised.
  To
        the
        extent that our activities involve the storage and transmission of proprietary
        information about our customers, security breaches could damage our reputation
        and expose us to a risk of loss or litigation and possible liability. We
        may be
        required to expend significant capital and other resources to protect against
        security breaches or to minimize problems caused by security breaches. Our
        security measures may not prevent security breaches. Our failure to prevent
        these security breaches or a misappropriation of proprietary information
        may
        have a material adverse effect on our business, prospects, financial condition,
        and results of operations.
  Our
        technical systems could be vulnerable to online security risks, service
        interruptions or damage to our systems.
  Our
        systems and operations may be vulnerable to damage or interruption from fire,
        floods, power loss, telecommunications failures, break-ins, sabotage, computer
        viruses, penetration of our network by unauthorized computer users and
        "hackers," natural disaster, and similar events. Preventing, alleviating,
        or
        eliminating computer viruses and other service-related or security problems
        may
        require interruptions, delays or cessation of service. We may need to expend
        significant resources protecting against the threat of security breaches
        or
        alleviating potential or actual service interruptions. The occurrence of
        such
        unanticipated problems or security breaches could cause material interruptions
        or delays in our business, loss of data, or misappropriation of proprietary
        or
        customer-related information or could render us unable to provide services
        to
        our customers for an indeterminate length of time. The occurrence of any
        or all
        of these events could materially and adversely affect our business, prospects,
        financial condition, and results of operations.
  If
        we are
        sued for content distributed through, or linked to by, our website or those
        of
        our customers, we may be required to spend substantial resources to defend
        ourselves and could be required to pay monetary damages.
  We
        aggregate and distribute third-party data and other content over the Internet.
        In addition, third-party websites are accessible through our website or those
        of
        our customers or affiliates. As a result, we could be subject to legal claims
        for defamation, negligence, intellectual property infringement, and product
        or
        service liability. Other claims may be based on errors or false or misleading
        information provided on or through our website or websites of our customers
        or
        affiliates. Other claims may be based on links to sexually explicit websites
        and
        sexually explicit advertisements. We may need to expend substantial resources
        to
        investigate and defend these claims, regardless of whether we successfully
        defend against them. In addition, implementing measures to reduce our exposure
        to this liability may require us to spend substantial resources and limit
        the
        attractiveness of our content to users.
  **RISKS
        RELATED TO OUR OUTSTANDING SECURITIES**
  The
        sale
        of the shares of our common stock acquired in private placements could cause
        the
        price of our common stock to decline.
  On
        February 22, 2005, we completed a financing in which we issued a total of
        $1.425
        million principal amount of 8% senior secured convertible notes due February
        22,
        2007. The notes entitle the holders to convert principal and unpaid interest
        of
        $197,705 into shares of our common stock at a current rate of $0.38 per share,
        as of December 31, 2006, for a total of 4,270,279 our common stock. As required
        under the terms of those transactions, we were required to file a registration
        statement with the United States Securities and Exchange Commission under
        which
        the investors may resell to the public common stock acquired upon the conversion
        of the Notes. We filed a SB-2 registration statement in April 2005, which
        was
        declared effective in May 2005. However, that registration statement can
        no
        longer be relied upon for resale. The senior secured convertible noteholders
        may
        be able to rely on Rule 144 as an exemption from registration for resale
        of
        common stock. The notes matured on February 22, 2007, giving holders the
        right
        to demand payment in cash or shares of our common stock, at the holders’
discretion. As of the date of this filing, we have not received notice for
        payment or of default from any of the noteholders. However, we could receive
        notice of payment from any of the holders at any time. If we are not able
        to
        make payment in cash upon demand and if the holder does not accept payment
        in
        shares of our common stock, then we will be in default of these notes. Under
        default, holders would have the right to pursue remedy by legal claim, including
        under bankruptcy law, since these notes are secured by the general assets
        of the
        company under a filed UCC-1, as described further below.
  The
        large
        number of shares underlying the derivative securities we issued in past private
        placements may be available for future sale. Depending upon market liquidity
        at
        the time, a sale of a significant amount of shares at any given time could
        cause
        the trading price of our common stock to decline. The sale of a substantial
        number of shares of our common stock underlying our convertible notes and
        other
        derivatives, or anticipation of such sales, could make it more difficult
        for us
        to sell equity or equity-related securities in the future at a time and at
        a
        price that we might otherwise wish to effect sales.
  The
        issuance of common stock upon the conversion or exercise of outstanding
        convertible notes and other derivative securities will dilute our stockholders'
        percentage of ownership and may put downward pressure on our common stock
        price.
        Many of our outstanding convertible securities are convertible at any time
        at
        the option of the holder into shares of our common stock at various conversion
        prices.
  We
        also
        expect to pay or will accrue 8% annual interest on our outstanding convertible
        notes. This will further dilute our stockholders ownership and may put
        additional downward pricing pressure on our common stock price.
  All
        of
        our material assets have been pledged as collateral for the $1,425,000 in
        principal amount of the senior secured convertible notes, dated February
        22,
        2005. In addition to the security interest in our assets, the promissory
        notes
        carry substantial covenants that impose significant requirements on us,
        including, among others, requirements that:
  ·
            we
                may be required to pay principal and other charges on the promissory
                notes
                when due and we pay interest semi-annually in arrears beginning June
                30,
                2005;  ·
            while
                the promissory notes are outstanding, if we issue equity or equity
                linked
                securities at a price lower than the conversion price then the conversion
                price of the promissory notes will be reduced to the same price.
                If we
                issue any variable priced equity securities or variable price equity
                linked securities, then the conversion price of the promissory notes
                will
                be reduced to the lowest issue price applied to those
                securities;  ·
            we
                keep reserved out of our authorized shares of common stock sufficient
                shares to satisfy our obligation to issue shares on conversion of
                the
                promissory notes and the exercise of the related warrants and other
                investment rights issued in connection with the sale of the promissory
                notes;  ·
            we
                did not achieve revenues of at least $4,000,000 for calendar year
                2005,
                therefore the conversion price of the promissory notes were to be
                adjusted
                to 85% of the volume weighted average closing market price of the
                common
                stock on the over-the-counter bulletin board for the 20 trading days
                prior
                to six-month anniversary of the release of the calendar 2005 financial
                statements, but in no event higher than the initial conversion price
                of
                $.892. The holders agreed on February 22, 2006 to accept a maximum
                conversion price of $4.00 (adjusted for reverse split) until October
                22,
                2008. On October 23, 2006, the conversion price adjusted to $0.38.
                The
                conversion price is also subject to adjustment upon the occurrence
                of
                certain specified events, including stock dividends and stock splits,
                pro
                rata distributions of equity securities, evidences of indebtedness,
                rights
                or warrants to purchase common stock or cash or any other asset,
                mergers
                or consolidations, or certain issuances of common stock at a price
                below
                the initial conversion price of $0.38 per share, subject to adjustment
                as
                set forth above;  ·
            we
                shall not, directly or indirectly, (i) redeem, purchase or otherwise
                acquire any capital stock or set aside any monies for such a redemption,
                purchase or other acquisition or (ii) issue any floating price security
                with a floor price below the conversion
                price.  Our
        ability to comply with these provisions may be affected by changes in our
        business condition or results of our operations, or other events beyond our
        control. The breach of any of these covenants could result in a default under
        the promissory notes, permitting the holders of the promissory notes to
        accelerate their maturity and to sell the assets securing them. Such actions
        by
        the holders of the promissory notes could cause us to cease operations or
        seek
        bankruptcy protection. If we are required for any reason to repay the promissory
        notes, we would be required to deplete our working capital, if available,
        or
        raise additional funds. Our failure to repay the promissory notes, if required,
        could result in legal action against us, which could require the sale of
        substantial assets.
  The
        promissory notes were due and payable upon demand on February 22, 2007. In
        addition, any event of default as described in the promissory notes could
        require the early repayment of the notes including a default interest rate
        of
        18% on the outstanding principal balance of the promissory notes if the default
        is not cured with the specified grace period. We anticipate that the full
        amount
        of the promissory notes, together with accrued interest will be converted
        into
        shares of our common stock, in accordance with the terms of the promissory
        note
        or otherwise negotiated with holders to avoid default of outstanding notes.
        If
        we are required to repay the promissory notes, we would be required to use
        our
        limited working capital and raise additional funds. If we were unable to
        repay
        the promissory notes when required, the promissory noteholders could commence
        legal action against us and foreclose on all of our assets to recover the
        amounts due. Any such action may require us to curtail or cease
        operations.
  There
        may
        be a volatility of our stock price.
 The
        trading price of our common stock on the over-the-counter bulletin board
        has
        been and continues to be subject to wide fluctuations. The trading price
        of our
        common stock has closed as low as $0.25 per share and as high as $2.20 per
        share
        in the twelve months ended December 31, 2006. The market price of the common
        stock could be subject to significant fluctuations in response to various
        factors and events, including, among other things, the depth and liquidity
        of
        the trading market of the common stock, quarterly variations in actual or
        anticipated operating results, growth rates, changes in estimates by analysts,
        market conditions in the industry, announcements by competitors, regulatory
        actions and general economic conditions. In addition, the stock market from
        time
        to time experienced significant price and volume fluctuations, which may
        be
        unrelated to the operating performance of particular companies. As a result
        of
        the foregoing, our operating results and prospects from time to time may
        be
        below the expectations of public market analysts and investors. Any such
        event
        would likely result in a material adverse effect on the price of the common
        stock.
 
 We
        do not
        intend to pay cash dividends on our common stock in the foreseeable
        future.
  We
        currently anticipate that we will retain all future earnings, if any, to
        finance
        the growth and development of our business and do not anticipate paying cash
        dividends on our common stock in the foreseeable future. Any payment of cash
        dividends will depend upon our financial condition, capital requirements,
        earnings and other factors deemed relevant by our board of
        directors.
  Our
        common stock is subject to the "penny stock" rules of the SEC and the trading
        market in our securities is limited, which makes transactions in our stock
        cumbersome and may reduce the value of an investment in our stock.
  The
        Securities and Exchange Commission has adopted Rule 15g-9, which establishes
        the
        definition of a "penny stock," for the purposes relevant to us, as any equity
        security that has a market price of less than $5.00 per share or with an
        exercise price of less than $5.00 per share, subject to certain exceptions.
        For
        any transaction involving a penny stock, unless exempt, the rules require
        a
        broker or dealer to approve a person's account for transactions in penny
        stocks
        and that the broker or dealer receive from the investor a written agreement
        to
        the transaction, setting forth the identity and quantity of the penny stock
        to
        be purchased.
  In
        order
        to approve a person's account for transactions in penny stocks, the broker
        or
        dealer must obtain financial information and investment experience objectives
        of
        the person and make a reasonable determination that the transactions in penny
        stocks are suitable for that person and that the person has sufficient knowledge
        and experience in financial matters to be capable of evaluating the risks
        of
        transactions in penny stocks.
  The
        broker or dealer must also deliver, prior to any transaction in a penny stock,
        a
        disclosure schedule prescribed by the Commission relating to the penny stock
        market, which, in highlight form sets forth the basis on which the broker
        or
        dealer made the suitability determination and that the broker or dealer received
        a signed, written agreement from the investor prior to the
        transaction.
  Generally,
        brokers may be less willing to execute transactions in securities subject
        to the
        "penny stock" rules. This may make it more difficult for investors to dispose
        of
        our common stock and cause a decline in the market value of our
        stock.
  If
        we
        fail to remain current on our reporting requirements, we could be removed
        from
        the over-the-counter bulletin board, which would limit the ability of
        broker-dealers to sell our securities and the ability of stockholders to
        sell
        their securities in the secondary market.
  Companies
        trading on the over-the-counter bulletin board, such as us, must be reporting
        issuers under Section 12 of the Securities Exchange Act of 1934, as amended,
        and
        must be current in their reports under Section 13 in order to maintain price
        quotation privileges on the over-the-counter bulletin board.
  If
        we
        fail to remain current on our reporting requirements, we could be removed
        from
        the over-the-counter bulletin board. As a result, the market liquidity for
        our
        securities could be severely affected by limiting the ability of broker-dealers
        to sell our securities and the ability of stockholders to sell their securities
        in the secondary market
  Stock
        prices of technology companies have declined precipitously at times in the
        past
        and the trading price of our common stock is likely to be volatile, which
        could
        result in substantial losses to investors.
  The
        trading price of our common stock has fluctuated significantly in the past
        and
        could continue to be volatile in response to factors including the following,
        many of which are beyond our control:
  ·
            variations
                in our operating results;  ·
            announcements
                of technological innovations or new services by us or our
                competitors;  ·
            changes
                in expectations of our future financial performance, including financial
                estimates by securities analysts and
                investors;  ·
            our
                failure to meet analysts' expectations;  ·
            changes
                in operating and stock price performance of other technology companies
                similar to us;  ·
            conditions
                or trends in the technology industry;  ·
            additions
                or departures of key personnel; and  ·
            future
                sales of our common stock.  Domestic
        and international stock markets often experience significant price and volume
        fluctuations that are unrelated to the operating performance of companies
        with
        securities trading in those markets. These fluctuations, as well as political
        events, terrorist attacks, threatened or actual war, and general economic
        conditions unrelated to our performance, may adversely affect the price of
        our
        common stock. In the past, securities holders of other companies often have
        initiated securities class action litigation against those companies following
        periods of volatility in the market price of those companies' securities.
        If the
        market price of our stock fluctuates and our stockholders initiate this type
        of
        litigation, we could incur substantial costs and experience a diversion of
        our
        management's attention and resources, regardless of the outcome. This could
        materially and adversely affect our business, prospects, financial condition,
        and results of operations.
  Provisions
        in our corporate charter and under Delaware law are favorable to our
        directors.
  Pursuant
        to our certificate of incorporation, members of our management and board
        of
        directors will have no liability for violations of their fiduciary duty of
        care
        as officers and directors, except in limited circumstances. This means that
        you
        may be unable to prevail in a legal action against our officers or directors
        even if you believe they have breached their fiduciary duty of care. In
        addition, our certificate of incorporation allows us to indemnify our officers
        and directors from and against any and all expenses or liabilities arising
        from
        or in connection with their serving in such capacities with us. This means
        that
        if you were able to enforce an action against our directors or officers,
        in all
        likelihood we would be required to pay any expenses they incurred in defending
        the lawsuit and any judgment or settlement they otherwise would be required
        to
        pay.
  Certain
        provisions of Delaware General Corporation Law and in our charter, as well
        as
        our current stockholder base may prevent or delay a change of control of
        our
        company.
  Under
        the
        Delaware General Corporation Law, which we are subject to, it will be more
        difficult for a third party to take control of our company and may limit
        the
        price some investors are willing to pay for shares of our common stock.
        Furthermore, our certificate of incorporation authorizes the issuance of
        preferred stock without a vote or other stockholder approval. Finally, a
        majority of our outstanding common stock is held by insiders. Without a
        disparate stockholder base or a fluid aggregation of stockholders, it will
        be
        more difficult for a third-party to acquire our company without the consent
        of
        the insiders.
  
 
  **ITEM
        7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
  **TABLE
        OF CONTENTS**
 REPORTS
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
              F-1CONSOLIDATED
                  FINANCIAL STATEMENTS:Consolidated
                  Balance Sheets at December 31, 2006 and 2005
              F-2Consolidated
                  Statements of Operations for the years ended December 31, 2006
                  and
                  December 31, 2005
              F-3Consolidated
                  Statements of Stockholders' Deficit for the years ended December
                  31, 2006
                  and December 31, 2005
              F-4Consolidated
                  Statements of Cash Flows for the years ended December 31, 2006
                  and
                  December 31, 2005
              F-5NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              F-6
  
  26
  
   **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  Board
        of
        Directors
  Integrated
        Media Holdings, Inc.
  Atlanta,
        Georgia
  We
        have
        audited the accompanying consolidated balance sheets of Integrated Media
        Holdings, Inc. and subsidiaries as of December 31, 2006 and December 31,
        2005
        and the related consolidated statements of operations, changes in stockholders'
        equity (deficit) and cash flows for the years then ended. These financial
        statements are the responsibility of the Company's management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
  We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company has determined
        that it
        is not required to have, nor were we engaged to perform, an audit of its
        internal control over financial reporting. Our audits included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company's internal control
        over financial reporting. Accordingly, we express no such opinion. An audit
        includes examining on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Integrated Media Holdings, Inc
        and
        subsidiaries as of December 31, 2006 and December 31, 2005, and the results
        of
        their operations and their cash flows for the years then ended in conformity
        with U.S. generally accepted accounting principles.
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 3 to the
        financial statements, the Company has limited revenue, has incurred substantial
        losses from operations and has working capital and stockholders deficits.
        These
        factors raise substantial doubt about the Company's ability to continue as
        a
        going concern. Management's plans with regard to these matters are described
        in
        Note 3. The accompanying financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
  Ronald
        N.
        Silberstein, CPA, PLLC
  Farmington
        Hills, Michigan
  April
        11,
        2007
  F-1
 
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
 **(formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)**
 **CONSOLIDATED
        BALANCE SHEETS**
 
 December
                  31,2006
              
              2005AssetsCurrent
                  assets:Cash
              $
                  16,000
              
              $
                  5,000Accounts
                  receivable, net of allowance for doubtful accounts of $0 and $0,
                  respectively
              608,000
              
              -Prepaid
                  Expenses
              4,000
              
              -Deposits
              -
              
              16,000Total
                  current assets
              628,000
              
              21,000Property
                  and equipment, net
              1,182,000
              
              297,000Other
                  Assets
              66,000
              
              45,000Goodwill
              3,142,000
              
              -Total
                  assets
              $
                  5,018,000
              
              $
                  363,000Liabilities
                  and Stockholders' DeficitCurrent
                  liabilities:Accounts
                  payable
              $
                  1,388,000
              
              $
                  854,000Accrued
                  liabilities
              1,050,000
              
              888,000Notes
                  payable including related parties
              2,922,000
              
              1,039,000Total
                  current liabilities
              5,360,000
              
              2,781,000Stockholders'
                  deficitPreferred
                  stock, $.001 par value; 5,000,000 shares authorized, 2,921,749
                  and
                  3,821,197 shares issued and outstanding, respectively
              3,000
              
              4,000Common
                  stock, $.001 par value, voting, 100,000,000 shares authorized,
                  16,368,710
                  and 21,259,300 shares issued and outstanding, respectively
              16,000
              
              21,000Additional
                  paid-in capital
              26,512,000
              
              18,717,000Accumulated
                  deficit
              (26,873,000)
              
              (21,160,000)Total
                  stockholders' deficit
              (342,000)
              
              (2,418,000)Total
                  liabilities and stockholders' deficit
              $
                  5,018,000
              
              $
                  363,000
  See
        accompanying notes to consolidated financial statements
 F-2
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
 **(formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 
 
 Years
                  Ended December 312006
              
              2005
                  (restated)Total
                  revenues
              
              $
                  1,504,000
              
              $
                  432,000Cost
                  of sales
              
              (1,464,000)
              
              (131,000)Selling,
                  general, and administrative expense
              
              (5,901,000)
              
              (2,838,000)Loss
                  from operations
              
              (5,861,000)
              
              (2,537,000)Other
                  income (expense)
              
              1,150,000
              
              (3,000)Interest
                  expense
              
              (1,002,000)
              
              (1,840,000)Net
                  (loss)
              
              (5,713,000)
              
              (4,380,000)Imputed
                  preferred stock dividend
              
              0
              
              (5,674,000)Net
                  (loss) attributable to common shareholders
              
              $
                  (5,713,000)
              
              $
                  (10,054,000)Net
                  (loss) per common share - basic and diluted
              
              $
                  (0.63)
              
              $
                  (0.70)Weighted
                  average shares - basic and diluted
              
              9,041,961
              
              14,438,267
  See
        accompanying notes to consolidated financial statements
  F-3
  
   **INTEGRATED
        MEDIA HOLDINGS, INC.**
 **(formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)**
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS' DEFICIT**
 **Years
        Ended December 31, 2006 and 2005**
 
 Preferred
                  Stock
              
              Common
                  StockShares
              
              Amount
              
              Shares
              
              AmountBalance
                  January 1, 2005
              
              3,821,197
              
              $
                  4,000
              
              9,517,303
              
              $
                  10,000Issuance
                  of common stock for:Cash
                  (common stock purchase or purchase warrant exercise)
              
              -
              
              -
              
              7,949,291
              
              7,000Services
              
              -
              
              -
              
              514,325
              
              1,000Conversion
                  of notes payable to common stock
              
              -
              
              -
              
              3,278,381
              
              3,000Amortization
                  of deferred compensation and subscriptions receivable
              
              -
              
              -
              
              -
              
              -Preferential
                  conversion feature associated with long-term debt
              
              -
              
              -
              
              -
              
              -Net
                  lossBalance
                  December 31, 2005
              
              3,821,197
              
              $
                  4,000
              
              21,259,300
              
              $
                  21,000Issuance
                  of common stock for:Cash
                  (common stock purchase or purchase warrant exercise)
              
              -
              
              -
              
              4,177,000
              
              4,000Services
              
              -
              
              -
              
              7,684,800
              
              8,000Conversion
                  of notes payable and interest to common stock
              
              -
              
              -
              
              11,988,290
              
              12,000Stock
                  issued for compensation
              
              -
              
              -
              
              -
              
              -Stock
                  issued to acquire operating assets of WV Fiber, LLC
              
              917,490
              
              1,000
              
              4,055,450
              
              4,000Stock
                  issued to acquire BidChaser ownership.
              
              276,060
              
              
              
              2,091,830
              
              2,000Reverse
                  stock split (1:14)
              
              
              
              
              
              (35,021,750)
              
              (35,000)Preferred
                  stock conversion to common stock
              
              (82,190)
              
              
              
              133,790Investor
                  contribution of Series A Preferred Stock for acquisitions
              
              (2,115,000)
              
              (2,000)Net
                  lossBalance
                  December 31, 2006
              
              2,817,557
              
              $
                  3,000
              
              16,368,710
              
              $
                  16,000
  
  
 **INTEGRATED
        MEDIA HOLDINGS, INC.**
 **(formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)**
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS' DEFICIT (continued)**
 **Years
        Ended December 31, 2006 and 2005**
 Additional
                  Paid-in Capital
              
              Deferred
                  Compensation
              
              Subscriptions
                  Receivable
              
              Accumulated
                  DeficitBalance
                  January 1, 2005
              
              $15,197,000
              
              $
                  (688,000)
              
              $
                  (2,000)
              
              $(16,780,000)Issuance
                  of common stock for:Cash
                  (common stock purchase or purchase warrant exercise)
              
              1,872,000
              
              -
              
              -
              
              -Services
              
              130,000
              
              -
              
              -
              
              -Conversion
                  of notes payable to common stock
              
              113,000
              
              -
              
              -
              
              -Amortization
                  of deferred compensation and subscriptions receivable
              
              -
              
              688,000
              
              2,000
              
              -Preferential
                  conversion feature associated with long-term debt
              
              1,405,000
              
              -
              
              -
              
              -Net
                  loss
              
              
              
              
              
              
              
              (4,380,000)Balance
                  December 31, 2005
              
              $18,717,000
              
              $
                  -
              
              $
                  -
              
              $(21,160,000)Issuance
                  of common stock for:Cash
                  (common stock purchase or purchase warrant exercise)
              
              1,206,000
              
              -
              
              -
              
              -Services
              
              1,325,000
              
              -
              
              -
              
              -Conversion
                  of notes payable and interest to common stock
              
              967,000
              
              -
              
              -
              
              -Stock
                  issued for compensation
              
              2,660,000
              
              -
              
              -
              
              -Stock
                  issued to acquire operating assets of WV Fiber, LLC
              
              1,010,000
              
              -
              
              -
              
              -Stock
                  issued to acquire BidChaser ownership.
              
              590,000Reverse
                  stock split (1:14)
              
              35,000Preferred
                  stock conversion to common stockInvestor
                  contribution of Series A Preferred Stock for acquisitions
              
              2,000Net
                  loss
              
              
              
              
              
              
              
              (5,713,000)Balance
                  December 31, 2006
              
              $26,512,000
              
              $
                  -
              
              $
                  -
              
              $(26,873,000)
 
 
 F-4
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
 **(formerly
        ENDAVO MEDIA AND COMMUNICATIONS, INC.)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
 Years
                  Ended December 31,2006
              
              2005Cash
                  flows from operating activities:Net
                  loss
              
              $
                  (5,714,000)
              
              $
                  (4,380,000)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              147,000
              
              78,000Loss
                  from write-off of equipment
              
              45,000
              
              -Stock
                  and options issued for services
              
              4,082,000
              
              579,000Amortization
                  of deferred compensation
              
              -
              
              688,000Amortization
                  of discount on long-term debt
              
              -
              
              605,000Interest
                  expense converted to equity or debt
              
              784,000
              
              -Gains
                  on settlements
              
              (279,000)
              
              (9,000)Gains
                  on extinguishment of debt
              
              (914,000)
              
              -Decrease
                  (increase) in:Accounts
                  receivable
              
              (150,000)
              
              31,000Deposits
                  and prepaid expenses
              
              (4,000)
              
              5,000Increase
                  (decrease) in:Accounts
                  payable
              
              1,465,000
              
              203,000Accrued
                  liabilities
              
              127,000
              
              428,000Deferred
                  revenue
              
              -
              
              (321,000)Net
                  cash used by operating activities
              
              (411,000)
              
              (2,093,000)Cash
                  flows used in investing activitiesPurchases
                  of property and equipment
              
              (338,000)
              
              (222,000)Purchase
                  of business assets
              
              (1,663,000)
              
              -Additions
                  to security deposits
              
              (20,000)
              
              -Net
                  cash provided by investing activities
              
              (2,021,000)
              
              (222,000)Cash
                  flows from financing activities:Proceeds
                  from issuance of common stock
              
              1,211,000
              
              865,000Proceeds
                  from related party note
              
              -
              
              57,000Proceeds
                  from issuance of notes payable
              
              1,276,000
              
              1,450,000Payments
                  on note payable
              
              (35,000)
              
              (45,000)Payments
                  on related party convertible notes payable
              
              -
              
              (8,000)Payments
                  on convertible long-term debt
              
              (9,000)
              
              -Net
                  cash provided by financing activities
              
              2,443,000
              
              2,319,000Net
                  increase (decrease) in cash and cash equivalents
              
              11,000
              
              4,000Cash
                  and cash equivalents at beginning of period
              
              5,000
              
              1,000Cash
                  and cash equivalents at end of period
              
              $
                  16,000
              
              $
                  5,000F-5
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  **Notes
        to Consolidated Financial Statements**
  **December
        31, 2006 and 2005**
  
  1.
        Organization and Description of Business
  Integrated
        Media Holdings, Inc. and subsidiaries (collectively referred to as the
        "Company") provides digital content distribution and management solutions
        for
        content owners seeking to distribute online and over broadband, or Internet
        Protocol, networks. Prior to September 2005, the Company integrated broadband
        services, including voice, video, and data services to residential customers
        through IP based networks. The Company, formed in December 1999, relocated
        to
        Atlanta, Georgia in December 2005 from Salt Lake City, Utah. The Company
        was
        formerly known as CeriStar Inc. and Endavo Media Communications, Inc, which
        is
        also the current name of one of our subsidiaries.
  2.
        Summary of Significant Accounting Policies
  Principles
        of Consolidation
  The
        financial statements reflect the consolidated results of Integrated Media
        Holdings, Inc. and its wholly owned subsidiaries Endavo Media and
        Communications, Inc. (fka, Susquina Inc), WV Fiber Inc. (fka Louros Networks,
        Inc), Bidchaser Inc. (fka BCI Acquisition Corporation) and New Planet Resources,
        Inc. All material inter-company transactions have been eliminated in the
        consolidation.
  Reverse
        Stock Split
  In
        the
        first quarter of 2006, the Company completed a reverse stock split whereby
        the
        shareholders received 1 share of stock for every 40 that they previously
        owned.
  Concentration
        of Credit Risk
  Financial
        instruments which potentially subject the Company to concentration of credit
        risk consist primarily of trade receivables. In the normal course of business,
        the Company provides on-going credit evaluations of its customers and maintains
        allowances for possible losses.
  The
        Company maintains its cash in bank deposit accounts which, at times, may
        exceed
        federally insured limits. The Company has not experienced any losses in such
        accounts and does not believe it is exposed to any significant credit risk
        on
        cash and cash equivalents. The Company also maintains a bank account in the
        Cayman Islands that is not federally insured.
  Cash
        and
        Cash Equivalents
  Cash
        includes all cash and highly liquid investments with original maturities
        of
        three months or less. Property and Equipment Property and equipment are recorded
        at cost less accumulated depreciation. Depreciation and amortization on property
        and equipment are determined using the straight-line method over the three
        to
        five year estimated useful lives of the assets.
  F-6
  
   **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  2.
        Summary of Significant Accounting Policies Continued
  Impairment
        of Long-Lived Assets
  The
        Company reviews its long-lived assets for impairment when events or changes
        in
        circumstances indicate that the book value of an asset may not be recoverable.
        The Company evaluates, at each balance sheet date, whether events and
        circumstances have occurred which indicate possible impairment. The Company
        uses
        an estimate of future undiscounted net cash flows of the related asset or
        group
        of assets over the estimated remaining life in measuring whether the assets
        are
        recoverable. If it is determined that an impairment loss has occurred based
        on
        expected cash flows, such loss is recognized in the statement of operations.
        In
        the fourth quarter of 2004 the Company analyzed its expected cash flows related
        to its installed equipment, and determined that the cash flows would not
        be
        sufficient to recover its investment in those assets, resulting in an impairment
        of those assets. The company also impaired an asset that is being held for
        sale
        to its estimated net realizable value. The total amount impaired was $44,746
        and
        was recorded in operating expenses.
  Revenue
        Recognition
  Revenue
        is recognized when a valid contract or purchase order has been executed or
        received, services have been performed or product has been delivered, the
        selling price is fixed or determinable, and collectibility is reasonably
        assured. Payments received prior to performance are recorded as deferred
        revenue
        and amortized over the estimated service period.
  Income
        Taxes
  Deferred
        taxes are computed using the asset and liability method. Under the asset
        and
        liability method, deferred tax assets and liabilities are recognized for
        future
        tax consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        bases. Deferred tax assets and liabilities are measured using enacted tax
        rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. The effect on deferred
        tax
        assets and liabilities of a change in tax rates is recognized in income in
        the
        period that includes the enactment date. Deferred tax assets are not recognized
        unless it is more likely than not that the asset will be realized in future
        years.
  F-7
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  2.
        Summary of Significant Accounting Policies Continued
  ***Earnings
        per Common and Common Equivalent Share***
  The
        computation of basic earnings per common share is computed using the weighted
        average number of common shares outstanding during the year. The computation
        of
        diluted earnings per common share is based on the weighted average number
        of
        shares outstanding during the year plus common stock equivalents which would
        arise from the exercise of warrants outstanding using the treasury stock
        method
        and the average market price per share during the year. Options, warrants,
        convertible debt and convertible preferred stock which if exercised or converted
        would require the company to issue approximately 55,000,000 and 64,000,000
        common stock equivalents are not included in the diluted earnings per share
        calculation for 2006 and 2005, respectively, since their effect is
        anti-dilutive.
  ***Use
        of Estimates***
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America 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 periods. Actual results could differ from those estimates.
        Significant estimates include the cash flow projections used for the impairment
        tests, the assumption underlying estimate of the period used to amortize
        deferred revenue and the assumptions used to value the stock options issued
        to
        non-employees. It is reasonable possible that these estimates may change
        in the
        near term and that such as change may be material.
  ***Stock-Based
        Compensation***
 Effective January
        1, 2006 , the
        Company adopted
        the provisions of Statement of Financial Standards No. 123 (revised 2004),
        Share-Based Payment ( *"SFAS
        No. 123(R)"* ),
        which
        is a revision of SFAS No. 123. SFAS No. 123 (R) supersedes APB Opinion No.
        25,
        Accounting for Stock Issued to Employees, and amends FASB Statement No.
        95,Statement of Cash Flows. Generally, the approach to accounting for
        share-based payments in SFAS No. 123(R) is similar to the approach described
        in
        SFAS No. 123. However, SFAS No. 123(R) requires all new share-based payments
        to
        employees, including grants of employee stock options, to be recognized in
        the
        financial statements based on their fair values. Pro forma disclosure of
        the
        fair value of new share-based payments is no longer an alternative to financial
        statement recognition.
 
 Prior
        to
        2006, the
        Company accounted for its employee stock option plans under the intrinsic value method,
        in accordance with the provisions of Accounting Principles Board ( *"APB"* )
        Opinion
        No. 25, *"Accounting
        for Stock Issued to Employees"* ,
        and
        related interpretations. Compensation expense related to the granting of
        employee stock options is recorded over the vesting period only if, on the
        date
        of grant, the fair value of the underlying stock exceeds the option's exercise
        price. The
        Company  had
        adopted the disclosure-only requirements of SFAS No. 123, *"Accounting
        for Stock-Based Compensation"* ,
        which
        allowed entities to continue to apply the provisions of APB No. 25 for
        transactions with employees and provide pro forma net income and pro forma
        income per share disclosures for employee stock grants made as if the fair
        value
        based method of accounting in SFAS No. 123 had been applied to these
        transactions.
  During
        the year ended December 31, 2006, the Company issued 6,907,500 options to
        Officers and employees of the Company to purchase the Company's common stock
        at
        exercise prices ranging from $0.25 to $1.00 per share. These options expire
        in
        15 years from issue date and 3,966,250 were vested as of December 31, 2006.
        During the year ended December 31, 2005, the Company issued 1,545,000 options
        to
        Officers of the Company to purchase the Company's common stock at exercise
        prices of $3.20 to $48.80 per share, after adjusting for the reverse split
        that
        occurred in 2006. These options expire in 10 years from issue date and were
        all
        vested as of December 31, 2006.
  F-8
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
 
  2.
        Summary of Significant Accounting Policies Continued
  Reclassifications.
        Certain amounts in the 2005 financial statements have been reclassified to
        conform with classifications adopted in the current year. Such reclassifications
        had no effect on the net loss.
  Restatement.
        We have restated the 2005 financial information in the statement of operations
        to reflect the correct amount of imputed dividends of $5,675,000. Previously,
        the 2005 financials reported imputed dividends of $7,566,000. This restatement
        reduced the net (loss) attributable to common shareholders from $(11,946,000)
        to
        $(10,054,000) and the net (loss) per common share changed from $(.83) to
        $(.70).
  3.
        Liquidity and Going Concern
  The
        Company has a working capital deficit, a stockholders' deficit, and recurring
        net losses. These factors create substantial doubt about the Company's ability
        to continue as a going concern. The financial statements do not include any
        adjustment that might be necessary if the Company is unable to continue as
        a
        going concern.
  The
        ability of the Company to continue as a going concern is dependent on the
        Company generating cash from the sale of its common stock or obtaining debt
        financing and attaining future profitable operations. Management's plans
        include
        selling its equity securities and obtaining debt financing to fund its capital
        requirement and ongoing operations; however, there can be no assurance the
        Company will be successful in these efforts.
  4.
        Property and Equipment
  Property
        and equipment consists of the following at December 31:
 **2006**
              
              **2005**Network
                  equipment
              
              $
                  970,000
              
              $
                  -Computer
                  equipment and software
              
              519,000
              
              458,000Furniture
                  and fixtures
              
              18,000
              
              17,0001,507,000
              
              475,000Less
                  accumulated depreciation and amortization
              
              (325,000)
              
              (178,000)$
                  1,182,000
              
              $
                  297,000
 
  F-9
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
   5.
        Accrued Liabilities
  Accrued
        liabilities consisted of the following at December 31:
 **2006**
              
              **2005**Accrued
                  payroll and payroll taxes
              
              $
                  315,000
              
              $
                  470,000Accrued
                  interest
              
              578,000
              
              352,000Other
              
              157,000
              
              66,000$1,050,000
              
              $
                  888,000
 
  6.
        Notes
        Payable
  Notes
        payable consisted of the following at December 31:
 **2006**
              
              **2005**Discounted
                  convertible notes payable due to SovCap. SovCap is affiliated with
                  an
                  officer and director of the Company and is a significant stockholder
                  of
                  the Company. These notes have a face interest rate of 18%. The
                  notes are
                  unsecured and are due on demand. The notes are convertible at a
                  rate of
                  75% of the average closing bid price of the Company's common stock
                  for the
                  five trading days ending on the trading day immediately preceding
                  the
                  conversion date. In early 2006, $195,000 principal amount was converted
                  into 491,937 common shares.
              
              $
                  455,000
              
              $
                  650,000Notes
                  payable due to SovCap
              
              119,000
              
              57,000Notes
                  payable originally to a finance company and with an effective interest
                  rate of 57% including an original discount of $78,000 from the
                  issuance of
                  detachable warrants with the note. The note was in default and
                  the finance
                  company required repayment by a former officer of the Company who
                  repaid
                  the note, accrued interest and fees under a guarantee. Note payable
                  no
                  longer payable by Company after dismissal of lawsuit.
              
              -
              
              200,000Note
                  payable to Dorn & Associates. Payable in 36 monthly installments of
                  $890 at an interest rate of 5%. The Company is presently in default
                  of the
                  payment terms on this note, and has classified the entire note
                  balance as
                  current.
              
              25,000
              
              25,000Convertible
                  notes due to a former officer and shareholder of the Company, These
                  notes
                  bear interest at 12%, are unsecured, and due on demand. The Company
                  is
                  presently in default of the payment terms on these notes. The notes
                  are
                  convertible into approximately 10,251 shares at approximately $8.00
                  per
                  share.
              
              74,000
              
              74,000Notes
                  payable to an individual with interest at 10% collaterialized by
                  receivables and due on demand.
              
              18,000
              
              18,000Note
                  payable to a financial group with interest at 6% and due on
                  demand.
              
              -
              
              15,000Note
                  payable to a financial group with interest rate at 12% and due
                  on
                  demand.
              
              25,000
              
              -Note
                  payable to HT Investments LLC issued during asset purchase of WV
                  Fiber
                  LLC. The note bears no interest and is payable on November 8, 2006,
                  secured by the assets purchased and placed in our subsidiary, WV
                  Fiber,
                  Inc. The note is payable in 60% cash and 40% of the note is payable
                  in
                  Series ! Preferred shares of the Company.
              
              850,000
              
              -Notes
                  payable to certain individual accredited investors with interest
                  of 15% or
                  18% per annum and are payable on demand after 180 days from the
                  issue date
                  . Notes are convertible into units of common stock and warrants
                  at a rate
                  of one unit for every $5.00 converted.
              
              1,228,000
              
              -Note
                  payable to a related party assumed during merger of
                  BidChaser
              
              128,000
              
              -$2,922,000
              
              $1,039,000
  During
        2006 and 2005, respectively, $169,500 and $113,000 in notes payable and accrued
        interest was converted to 296,725 and 81,959 shares of common stock adjusted
        for
        1:40 reverse split that occurred in first quarter of 2006.
 
 F-11
  
  
  
 **INTEGRATED
        MEDIA HOLDINGS, INC.**
 Notes
        to
        Consolidated Financial Statements Continued
 
 6.
        Notes
        Payable Continued
 
 Future
        maturities: No outstanding notes are scheduled to mature in 2007 as all
        outstanding notes are payable upon demand and are shown as current liabilities
        as of December 31, 2006.
 
 7.
        Income
        Taxes
 
 The
        benefit for income taxes is different than amounts which would be provided
        by
        applying the statutory federal income tax rate to loss before benefit for
        income
        taxes for the following reasons:
 
 **2006**
              
              **2005**Net
                  operating loss carry-forwards
              $6,628,000
              
              $5,268,000Amortization
                  of license technology
              -
              
              259,000Depreciation
              (26,000)
              
              (26,000)Other
              97,000
              
              97,000Valuation
                  allowance
              (6,699,00)
              
              (5,598,000)Total
              $
                  -
              
              $
                  -
 
 Deferred
        tax assets (liabilities) are comprised of the following as of December
        31:
 
 **2006**
              
              **2005**Income
                  tax benefit at statutory rate
              $2,006,000
              
              $1,625,000Stock
                  and options valuation for services
              (905,000)
              
              (48,000)Change
                  in valuation allowance
              (1,101,000)
              
              (1,546,000)Other
              -
              
              (31,000)**Total**
              $
                  -
              
              $
                  -
 
 F-12
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  7.
        Income
        Taxes Continued
  At
        December 31, 2006, the Company has net operating loss (NOL) carry-forwards
        available to offset future taxable income of approximately $26,873,000 which
        will begin to expire in 2019. The utilization of the net operating loss
        carry-forwards is dependent upon the tax laws in effect at the time the net
        operating loss carry-forwards can be utilized. It is also likely that
        utilization of the NOL's are limited based on changes in control of the Company.
        A valuation allowance has been recorded against the deferred tax asset due
        to
        the uncertainty surrounding its realization caused by the Company's recurring
        losses.
  8.
        Stockholders' Equity (Deficit)
  **Conversion
        of Debt to Common Stock**
  As
        discussed in Note 6, pursuant to the original terms of the agreements, certain
        creditors converted $169,500 of loans and accrued interest into 296,725 shares
        of common stock (adjusted for reverse split).
  **Conversion
        of Preferred Stock to Common Stock**
  In
        the
        third quarter of 2004, certain shareholders converted 2,292,718 shares of
        common
        stock into 3,821,197 shares of Series A Convertible Preferred
        Stock.
  The
        3,821,197 shares of preferred stock are convertible into 36,683,592 shares
        of
        common stock any time after September 30, 2005. This conversion feature is
        beneficial as to the preferred stockholders. As a result the Company is
        reflecting a preferred stock dividend of $7,566,000 ratably over the term
        that
        the preferred stock first is convertible. As of December 31, 2006 and 2005,
        $5,675,000 and $1,891,000, respectively, of the dividend has been reflected
        on
        the statement of operations. We have restated the 2005 information to reflect
        the correct amount of $5,675,000. Previously, the 2005 financials reported
        imputed dividends of $7,566,000.
  The
        Series A Preferred Stock has no stated dividend rate and has a liquidation
        preference of $.001 per share. The Series A Preferred Stock also has voting
        rights that entitle the preferred shareholders to vote with the common
        shareholders as if the preferred stock had converted to common. The conversion
        ratio of the preferred into common is not subject to revision upon reverse
        stock
        dividends or splits that reduce the total shares outstanding.
  **Common
        Shares Issued for Service**
  The
        company has issued 4,871,784 common shares and 108,023 Series A Preferred
        shares, as well as 800,000 warrants (with exercise prices of $0.25) to
        consultants under consulting agreements that are generally three years or
        less.
        The associated expenses are amortized over the term of the contracts, with
        the
        unamortized portion (totaling $0 at December 31, 2006 and 2005) reflected
        as a
        reduction to stockholders' equity (deficit).
  F-13
   
   **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
 
 --------------------------------------------------------------------------------
 8.
        Stockholders' Equity (Deficit) Continued
 
 Options
        and warrants
 
 The
        company has issued 250,000 and 1,597,529 warrants in conjunction with the
        issuance of its securities and convertible debt during the years ended December
        31, 2006 and 2005, respectively. Warrants that were issued generally do not
        have
        a life that exceeds five years. We issued 6.907,500 options to employees
        and
        consultants in 2006. Information regarding warrants and options to purchase
        common shares is summarized below:
 
 **Number
                  of Options and Warrants**
              
              **Exercise
                  Price Per Share**Outstanding
                  at January 1, 2005 (adjusted for reverse split)
              
              42,375
              
              $
                  0.05
              -
              $
                  72.00Cancelled
              
              (25,871)
              
              16.00
              -
              72.00Exercised
              
              (6,164)
              
              18.40
              -
              18.40Cancelled
              
              (8,700)
              
              18.40
              -
              24.00Granted
              
              11,982
              
              35.60
              -
              50.80Granted
              
              39,938
              
              5.72
              -
              5.72Exercised
              
              (28,026)
              
              5.72
              -
              5.72Cancelled
              
              (750)
              
              45.60
              -
              45.60Granted
              
              8,250
              
              45.60
              -
              48.80Granted
              
              79,292
              
              3.20
              -
              4.00Outstanding
                  at December 31, 2005
              
              112,972
              
              $0.05
              -
              $
                  50.80Granted
              
              2,657,500
              
              $0.25
              -
              $0.25Granted
              
              100,000
              
              1.00
              -
              1.00Granted
              
              250,000
              
              0.25
              -
              0.25Granted
              
              2,000,000
              
              0.42
              -
              0.42Granted
              
              2,150,000
              
              0.37
              -
              0.37Outstanding
                  at December 31, 2006
              
              7,270,472
              
              $0.05
              -
                  -
              $
                  50.80
 
 The
        following table summarizes information about outstanding warrants and options
        for common stock at December 31, 2006:
  Range
                    of Exercise
                
                Number
                    Outstanding
                
                Weighted
                    Average Remaining Contractual Life (years)
                
                Weighted
                    Average Exercise Price
                
                Number
                    Exercised
                
                Average
                    Exercise Price$0.05
                -
                $0.60
                
                1640
                
                6
                
                0.57
                
                0
                
                $0.335.70
                -
                50.80
                
                24540
                
                3
                
                23.86
                
                0
                
                39.033.20
                -
                48.80
                
                86792
                
                8
                
                7.36
                
                0
                
                20.080.25
                -
                1.00
                
                350000
                
                5
                
                0.46
                
                0
                
                0.500.25
                -
                0.42
                
                6807500
                
                13
                
                0.34
                
                0
                
                0.310.05
                -
                50.80
                
                7270472
                
                12.5
                
                0.51
                
                0
                
                $0.69
 F-14
  ========================================================================================
  
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  
  9.
        Stock
        Subscriptions Receivable
  Subscriptions
        receivable consist of the obligation of employees to purchase common shares.
        In
        addition the Company may enter into contracts with consultants in which the
        Company issues stock at the commencement of the contract period. The value
        of
        the services or common stock given, which ever is more determinable is recorded
        as a stock subscription and amortized as expense over the period of the service
        contract. At December 31, 2006 and 2005 there were $0 of subscriptions
        receivable related to these contracts.
  10.
        Deferred Compensation
  Deferred
        compensation is comprised of common stock issuances to employees and consultants
        which have not yet vested. As of December 31, 2006 and 2005, the company
        had
        common stock for employee services valued at $0 and $0, respectively. The
        measurement date of compensation is the date the shares were
        granted.
  11.
        Supplemental Cash Flow Information
  During
        the year ended December 31, 2006, the Company had significant non - cash
        financing and investing activities as follows:
  ·
            Converted
                $169,500 of notes and accrued interest into 296,725 (adjusted for
                reverse
                split)  ·
            Issued
                common stock and warrants to consultants and amortized the expense
                over
                the terms of the contracts, all in 2006, resulting in non-cash
                compensation expense of $4,173,541 in
                2006  During
        the year ended December 31, 2005, the Company had significant non - cash
        financing and investing activities as follows:
  ·
            Converted
                $1,691,000 of notes payable and accrued interest into 87,784 shares
                of
                common stock (adjusted for reverse
                split).  ·
            Issued
                common stock and warrants to consultants and amortized the expense
                over
                the terms of the contracts, resulting in amortization of deferred
                compensation of $1,158,000  
  F-15
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  11.
        Supplemental Cash Flow Information Continued
  Cash
        paid
        for interest and income taxes are as follows:
  
 Years
                  Ended
                December
                  31,2006
              2005Interest
              $
                  --
              $
                  1,000Income
                  taxes
              $
                  --
              $
                  --
 
 
  12.
        Commitments and Contingencies
  The
        Company may become or is subject to investigations, claims or lawsuits ensuing
        out of the conduct of its business. The Company is currently unable to estimate
        the loss (if any) related to these matters.
  13.
        Fair
        Value of Financial Instruments
  The
        Company's financial instruments consist of cash, receivables and payables.
        Due
        to the liquidity concerns of the Company, it is currently not able to estimate
        the fair value of its financial instruments.
  F-16
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  
  14.
        Subsequent Events
 
 On
        April
        1, 2007, the board of directors recommended and majority shareholders approved
        by consent the sale of WV Fiber Inc. to Ultra Global Investments, LLC, a
        company
        formed by Peter Marcum and Harish Shah for the purpose of completing this
        purchase. The effective date of the sale is March 31, 2007. The purchase
        price
        for this transaction was as follows: (a) $200,000, payable in equal installments
        of $50,000 each, with the first such installment being due on April 11, 2007,
        and subsequent installments due pursuant to a Promissory Note, which was
        issued
        and delivered to us on the Closing Date; (b) assumption and payment of all
        indebtedness due from the Company to HT Investments, LLC, in the principal
        amount of $1,046,822; (c) assumption of the indebtedness owed by the us to
        certain creditors in the total amount of 1,464,484 million, as set forth
        in more
        detail in a schedule attached to the purchase agreement; (e) assumption by
        the
        Buyer of indebtedness in the amount of $87,500 owed by the Seller to M & A
        Partners, Inc., dated October 26, 2006; and (f) surrender to the Seller for
        cancellation of Seller’s capital stock or employee options or warrants
        exercisable for common stock equivalent, in the aggregate, to approximately
        4,000,000 shares of common stock (assuming conversion of any preferred shares
        included within the capital stock so surrendered), provided, however, that
        this
        clause shall be satisfied if Buyer surrenders or causes surrender of such
        stock,
        options and warrants equivalent to at least 3,600,000 shares of common stock;
        and (g) surrender to the Seller for cancellation of an additional 402,607
        shares
        of Seller’s preferred stock, convertible into approximately 3,900,000 shares of
        common stock. We have filed an Information Statement on Form 14C with the
        Securities and Exchange Commission and have mailed notice to our shareholders.
 
 Pursuant
        to the sale of WV Fiber, Peter Marcum and Harish Shah resigned from our board
        of
        directors on April 11, 2007. There was no disagreement between Mr. Marcum
        or Mr.
        Shah and the board of directors.
  15.
        Recent Accounting Pronouncements
  In
        February 2006, the FASB issued SFAS No. 155, *Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133
        and 140* ,
        to
        simplify and make more consistent the accounting for certain financial
        instruments. SFAS No. 155 amends SFAS No. 133, *Accounting
        for Derivative Instruments and Hedging Activities* ,
        to
        permit fair value remeasurement for any hybrid financial instrument with
        an
        embedded derivative that otherwise would require bifurcation, provided that
        the
        whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
        SFAS No. 140, *Accounting
        for the Impairment or Disposal of Long-Lived Assets* ,
        to
        allow a qualifying special-purpose entity to hold a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after
        September 15, 2006, with earlier application allowed. This standard is not
        expected to have a significant effect on the Company’s future reported financial
        position or results of operations.
  F-17
   
  **INTEGRATED
        MEDIA HOLDINGS, INC.**
  Notes
        to
        Consolidated Financial Statements Continued
  15.
        Recent Accounting Pronouncements Continued
  In
        March
        2006, the FASB  issued  SFAS  No.
        156,
        "Accounting for Servicing of Financial Assets, an amendment of FASB Statement
        No. 140, Accounting for Transfers and Servicing of Financial Assets and
        Extinguishments of Liabilities".  This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs.  SFAS
        No.
        156  is
        effective for an entity's first fiscal year beginning after September 15,
        2006.  This
        adoption of this statement is not expected to have a significant effect on
        the
        Company’s future reported financial position or results of
        operations.
  In
        June
        2006, the Financial Accounting Standards Board ( *“FASB”* )
        issued
        FASB Interpretation No. 48, *“Accounting
        for Uncertainty in Income Taxes”* ( *“FIN
        48”* ).
        FIN 48
        clarifies the accounting for uncertainty in income taxes recognized in the
        Company 's financial statements in accordance with FASB Statement No. 109 *“Accounting
        for Income Taxes.”* FIN
        48 also prescribes a recognition threshold and measurement attribute for
        the
        financial statement recognition and measurement of a tax position taken or
        expected to be taken in a return, as well as guidance on derecognition,
        classification, interest and penalties and financial statement reporting
        disclosures. FIN 48 is effective for the
        Company on January
        1, 2007 .
        Based
        on the
        Company 's
        evaluation and analysis, FIN 48 is not expected to have a material impact
        on the
        Company 's financial statements.
 
 In
        June
        2006, the Emerging Issues Task Force ( *"EITF"* )
        ratified EITF Issue 06-3, *How
        Taxes Collected From Customers and Remitted to Governmental Authorities Should
        Be Presented in the Income Statement (That Is, Gross versus Net
        Presentation)* .
        A
        consensus was reached that entities may adopt a policy of presenting taxes
        in
        the income statement on either a gross or net basis. An entity should disclose
        its policy of presenting taxes and the amount of any taxes presented on a
        gross
        basis should be disclosed, if significant. The guidance is effective for
        periods
        beginning after December
        15, 2006 .
        We
        present revenues net of taxes. EITF 06-3 will not impact the method for
        recording these sales taxes in our financial statements.
 
 In
        September 2006, the FASB issued FASB Statement No. 157, *“Fair
        Value Measurements”* ( *“FAS
        157”* ),
        which
        addresses how companies should measure fair value when they are required
        to use
        a fair value measure for recognition or disclosure purposes under generally
        accepted accounting principles. The FASB believes that the new standard will
        make the measurement of fair value more consistent and comparable and improve
        disclosures about those measures. FAS 157 is effective for fiscal years
        beginning after November
        15, 2007 . The
        Company is
        currently evaluating the requirements and impact of FAS 157 on the
        Company 's
        consolidated financial statements, and will adopt the provisions on January
        1, 2008 .
        FAS 157
        is not expected to have a material impact on the
        Company 's
        financial statements.
 
 In
        September 2006, the SEC issued Staff Accounting Bulletin 108 ( *“SAB
        108”* ),
        which
        expresses the Staff's views regarding the process of quantifying financial
        statement misstatements. The bulletin was effective at fiscal year end 2006.
        The
        implementation of this bulletin had no impact on the
        Company 's results
        of operations, cash flows or financial position.
  
  F-18
 
 **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**
  Not
        applicable.
  **ITEM
        8A CONTROLS AND PROCEDURES**
  Disclosure
        controls and procedures are designed with an objective of ensuring that
        information required to be disclosed in our periodic reports filed with the
        Securities and Exchange Commission, such as this Annual Report on Form 10-KSB,
        is recorded, processed, summarized and reported within the time periods
        specified by the Securities and Exchange Commission. Disclosure controls
        also
        are designed with an objective of ensuring that such information is accumulated
        and communicated to our management, including our chief executive officer
        and
        chief financial officer, in order to allow timely consideration regarding
        required disclosures.
  The
        evaluation of our disclosure controls by our chief executive officer, who
        is
        also our acting chief financial officer, included a review of the controls'
        objectives and design, the operation of the controls, and the effect of the
        controls on the information presented in this Annual Report. Our management,
        including our chief executive officer, does not expect that disclosure controls
        can or will prevent or detect all errors and all fraud, if any. A control
        system, no matter how well designed and operated, can provide only reasonable,
        not absolute, assurance that the objectives of the control system are met.
        Also,
        projections of any evaluation of the disclosure controls and procedures to
        future periods are subject to the risk that the disclosure controls and
        procedures may become inadequate because of changes in conditions, or that
        the
        degree of compliance with the policies or procedures may
        deteriorate.
  Based
        on
        his review and evaluation as of the end of the period covered by this Form
        10-KSB, and subject to the inherent limitations all as described above, our
        chief executive officer, who is also our acting chief financial officer,
        has
        concluded that our disclosure controls and procedures (as defined in Rules
        13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain
        material weaknesses and are not effective.
  A
        material weakness is a significant deficiency, or a combination of significant
        deficiencies, that results in more than a remote likelihood that a material
        misstatement of the annual or interim financial statements will not be prevented
        or detected.
  The
        material weaknesses we have identified are the direct result of a lack of
        adequate staffing in our accounting department. Currently, our chief executive
        officer and a controller have sole responsibility for receipts and
        disbursements. We do not employ any other parties to prepare the periodic
        financial statements and public filings. Reliance on these limited resources
        impairs our ability to provide for a proper segregation of duties and the
        ability to ensure consistently complete and accurate financial reporting,
        as
        well as disclosure controls and procedures. As we grow, and as resources
        permit,
        we project that we will hire such additional competent financial personnel
        to
        assist in the segregation of duties with respect to financial reporting,
        and
        Sarbanes-Oxley Section 404 compliance.
  We
        believe that we will be able to improve our financial reporting and disclosure
        controls and procedures and remedy the material weakness identified
        above.
    27
  
   
 **PART
        III**
  **ITEM
        9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**
  Our
        directors will serve for a term of one year unless they resign or are earlier
        removed. Our executive officer and key employees and consultants are appointed
        by our board of directors and serve at its discretion.
  **Current
        Directors and Executive Officers**
  Our
        board
        of directors currently consisted of four members on December 31, 2006. Peter
        Marcum and Harish Shah resigned from our board on April 11, 2007, as noted
        in
        the Subsequent Events section of this filing. There are no arrangements or
        understandings between any of the directors or any other persons pursuant
        to
        which any of the directors have been selected as directors, other than as
        described below. There are no "family relationships" among the directors,
        as
        that term is defined by the Securities and Exchange Commission. Set forth
        below
        is our current board of directors, including each member's age and position
        with
        the Company.
  
 Name
              Age
              Position
                  with the CompanyPaul
                  D. Hamm
              40
              President,
                  Chief Executive Officer, and Chairman of the BoardPeter
                  Marcum*
              55
              Director
                  and Chief Executive Officer of WV Fiber, Inc.Jerry
                  Dunlap
              54
              DirectorHarish
                  Shah*
              55
              Director
                  and President of Bidchaser, Inc.
 
  PAUL
        D.
        HAMM . Mr. Hamm has served as our President, Chief Executive Officer and
        a
        member of our Board of Directors since June 24, 2004. Mr. Hamm is a 14-year
        financial services industry veteran, financial entrepreneur, investment banking
        professional and private equity fund manager. In 2002, Mr. Hamm founded and
        is
        currently the Managing Partner of AlphaWest Capital Partners, a specialized
        capital marketing firm providing extensive market/industry research, financial
        planning and modeling, transaction advisory, marketing and investment banking
        services to emerging public and "pre-public" U.S. companies. In 1998, Mr.
        Hamm
        co-founded and currently serves as Managing Director of SovCap Investment
        Management Group, the investment manager to SovCap Equity Partners, Ltd.,
        an
        offshore private investment partnership, and our principal stockholder. As
        a
        principal investor, Mr. Hamm has made numerous private equity investments
        into
        publicly traded companies across technology and communications related
        industries. He has been actively involved with portfolio companies in business
        planning and execution, often serving as primary financial and strategic
        advisor
        to a portfolio company's management. Mr. Hamm holds NASD securities licenses,
        served as a Transportation/Civil Affairs Commissioned Officer for 8 years
        with
        the U.S. Army/USAR, and has a Bachelor of Science degree in Political Science
        from Stetson University.
  JERRY
        DUNLAP . Mr. Dunlap has served as a member of our Board of Directors since
        July
        1, 2004. Mr. Dunlap is co-founder and currently serves as President and Chief
        Executive Officer for ISDN-Net, a internet service provider located in
        Nashville, Tennessee. After ten years in existence, ISDN-Net is Tennessee's
        oldest and largest independent Internet Service Provider serving 87 of the
        state's 95 counties. Mr. Dunlap oversees many of the day-to-day operations
        of
        ISDN-Net and manages the company's long-term, strategic direction. Viewed
        as a
        pioneer in telecom networking and communications, Mr. Dunlap was asked by
        the
        Tennessee Public Service Commission in 1992 to direct a pilot project that
        ultimately resulted in the introduction of digital connectivity services
        in
        Tennessee. Shortly after that project, in 1994, Mr. Dunlap co-founded ISDN-Net
        to serve the data needs of Tennessee businesses. Mr. Dunlap has a Bachelor
        of
        Science degree in pharmacy from the University of Tennessee.
  PETER
        MARCUM - Mr. Marcum resigned from his position as Director on our Board on
        April
        11, 2007.
  HARISH
        SHAH - Mr. Shah resigned from his position as Director on our Board and
        President of Bidchaser on April 11, 2007.
   28
  
  Section
        16(a) Beneficial Ownership Reporting Compliance
  Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
        officers, directors, and persons who own more than 10% of a registered class
        of
        our equity securities to file reports of ownership and changes in ownership
        with
        the Securities and Exchange Commission ("SEC"). Executive officers, directors,
        and greater than 10% stockholders are required by SEC regulation to furnish
        us
        with copies of all Section 16(a) forms they file. Based solely on our review
        of
        the copies of such forms received by it during the year ended December 31,
        2004,
        we believe that during such year our executive officers, directors and 10%
        stockholders complied with all such filing requirements except for the following
        late or delinquent filings: (i) Form 3 for Mr. Dunlap reporting his appointment
        as a director; (ii) Form 4 for Mr. Dunlap reporting certain transactions
        in our
        common stock by a company of which he is a stockholder, officer and director;
        (iii) Form 4 for Mr. Hamm reporting certain transactions in our common stock;
        (iv) Form 3 for Mr. Hewitt reporting his appointment as a director; (v) Form
        4
        for Mr. Hewitt reporting certain transactions in our common stock; and (vi)
        Form
        3 and two Form 4s for SovCap Equity Partners reporting certain transactions
        in
        our common stock.
  **Code
        of Ethics**
  Our
        board
        of directors is currently in the process of adopting a code of ethics that
        complies with the rules promulgated under the Sarbanes-Oxley Act of 2002
        and
        that applies to our principal executive officer and principal financial and
        accounting officer and to all of our staff.
  **Audit
        Committee Financial Expert**
  The
        Securities and Exchange Commission has adopted rules implementing Section
        407 of
        the Sarbanes-Oxley Act of 2002 requiring public companies to disclose
        information about "audit committee financial experts." We do not have a standing
        Audit Committee. The functions of the Audit Committee have been assumed by
        our
        full Board of Directors. Additionally, we do not have a member of our board
        of
        directors that qualifies as an "audit committee financial expert." The
        Securities and Exchange Commission's rules do not require us to have an audit
        committee financial expert, and our Board of Directors has determined that
        it
        possesses sufficient financial expertise to effectively discharge its
        obligations.
  
 29
  
  **ITEM
        10. EXECUTIVE COMPENSATION**
  Summary
        compensation table
  The
        following table sets forth the total compensation for the fiscal years ended
        December 31, 2005, 2004 and 2003 paid to or accrued for our chief executive
        officer and other executive officers, excluding executive officers paid less
        than $100,000 annually. Each of the following executive officers is referred
        to
        as a "Named Executive Officer."
 Annual
                    Compensation
                Long
                    Term CompensationName
                    and Principal Position
                Year
                Salary($)
                Bonus($)
                Securities
                    Underlying
                  Options/SARs
                    (#)Paul
                    D. Hamm (1)
                2006
                $
                    75,000
                --
                3,150,560Chief
                    Executive Officer
                2005
                $
                    95,000
                --
                525,000and
                    President
                2004
                $
                    67,500
                --
                525,000
 
  
  (1)
            Consists
                of 35,060 shares of common stock owned directly by Mr. Hamm and 3,115,500
                shares that Mr. Hamm has the right to acquire upon the exercise of
                currently exercisable stock options. Mr. Hamm may also be deemed
                to own
                44,883 shares of Series A Preferred Stock owned by AlphaWest Capital
                Partners, of which Mr. Hamm is the sole member. However, the Series
                A
                Preferred Stock has not been converted to common stock, but may occur
                at a
                conversion ratio of 9.6 shares of common stock for each share of
                Series A
                Preferred Stock. Mr. Hamm, as a managing member of SovCap Investment
                Management Group, also may be deemed to beneficially own 592,294
                shares of
                common stock and 2,280,013 shares of Series A preferred stock and
                approximately 2,800,000 shares related to convertible notes outstanding
                (based on conversion price of $0.22) beneficially owned by SovCap
                Investment Equity Partners, Ltd., due to the investment management
                relationship between SovCap Investment Management Group LLC and SovCap
                Equity Partners, Ltd. Mr. is a member of SovCap Investment Management
                Group. Mr. Hamm disclaims beneficial ownership of the securities
                held by
                SovCap Equity Partners, as neither he nor SovCap Investment Management
                Group has any interest in SovCap Equity Partners Ltd. 
 30
  
  
 Executive
        Management Stock Option Grants And Exercises
 
 
 There
        were stock options issued granted to executive management in 2006.
 
 Paul
        D
        Hamm signed a management contract dated October 1, 2006 that provided for
        the
        issuance of 2,000,000 vested options. This contract is in addition to a
        management contract between Mr. Hamm and Endavo Media and Communications,
        Inc.
        that provided for the issuance of 1,450,000 options that will vest over the
        term
        of the three-year contract.
 
 Peter
        Marcum signed a management contract dated October 12, 2006 that provided
        for the
        issuance of 1,000,000 options that will vest over a two-year period. As of
        December 31, 2006, 250,000 of these options were vested.
 
 
 EXECUTIVE
        MANAGEMENT OPTION GRANTS IN LAST 2 FISCAL YEARS
  Individual
                    GrantsName
                Number
                    of Securities Underlying Options Granted (#)
                Percent
                    of Total Options Granted to Employees in Fiscal Year
                Exercise
                    Price ($/Share)
                
                Expiration
                    DatePaul
                    D. Hamm
                37,500
                43%
                $3.20-4.00
                (4)
                7/26/151,450,000
                21%
                $
                    0.25
                (4)
                3/22/162,000,000
                28%
                $
                    0.42
                (4)
                10/12/16Peter
                    Marcum
                1,000,000
                14%
                $
                    0.37
                (4)
                10/12/16
 (1)
        Options granted pursuant to the 2004 Directors, Officers and Consultants
        Stock
        Option, Stock Warrant and Stock Award Plan, or "2004 Plan," which vest in
        three
        equal yearly installments commencing on 7/26/05. The options were not issued
        in
        tandem with stock appreciation or similar rights and are not transferable
        other
        than by will or the laws of descent and distribution. The options expire
        on July
        16, 2015.
 
 (2)
        Options granted pursuant to the 2004 Plan, which vest in three equal yearly
        installments commencing on 7/26/05. The options were not issued in tandem
        with
        stock appreciation or similar rights and are not transferable other than
        by will
        or the laws of descent and distribution. The options expire on December March
        22, 2016.
 
 (3)
        Options granted pursuant to the 2004 Plan, which were completely vested on
        January October 12, 2006. The options were not issued in tandem with stock
        appreciation or similar rights and are not transferable other than by will
        or
        the laws of descent and distribution. The options expire on October 12,
        2016.
 
 (4)
        The
        exercise price of these options was equal to the fair market value (closing
        price) of the underlying common stock on the date of grant. These options
        are
        nonqualified options.
 
 (5)
            Options
                granted pursuant to the 2004 Plan, which vest in three equal yearly
                installments commencing on 10/12/06. The
        options were not issued in tandem with stock appreciation or similar rights
        and
        are not transferable other than by will or the laws of descent and distribution.
        The options expire on December October 12, 2016.
 
 The
        following table provides information on the value of each of our Named Executive
        Officer's unexercised options at December 31, 2006. None of our Named Executive
        Officers exercised any options during 2006.
 
  
  **Fiscal
        Year End Option Values**
 
 
 Name
              Number
                  of Securities Underlying Unexercised Options at Fiscal Year--End
                  (#)
              Value
                  of Unexercised In-the Money Options at Fiscal
                  Year-End($)Paul
                  D Hamm
              3,487,500
              -
                  0
                  -Peter
                  Marcum
              1,000,000
              -
                  0
                  -
  **Compensation
        of Directors**
  Our
        non-employee directors do not receive any additional compensation for serving
        as
        a member of our board of directors or for attending any of our board committees,
        but non-employee directors may be reimbursed for out-of-pocket expenses incurred
        in connection with attending our board and board committee meetings, although
        we
        incurred no such expenses in 2006.
  For
        information concerning agreements involving Named Executive Officers see
        Item 12
        Certain Relationships and
  Related
        Transactions.
 
 
 31
  
  **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
        STOCKHOLDER MATTERS**
  The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of December 31, 2006 with respect to (i)
        each
        director of the Company; (ii) each executive officer; (iii) all executive
        officers and directors of the Company as a group; and (iv) each party known
        by
        us to be the beneficial owner of more than 5% of our common stock. Unless
        otherwise indicated, the mailing address for each party listed below is c/o
        Integrated Media Holdings, Inc., 10 Glenlake Parkway, Suite 130, Atlanta,
        GA
        30328. This table is based upon information supplied by current and former
        officers, directors and principal stockholders. Unless otherwise indicated
        in
        the footnotes to this table and subject to community property laws where
        applicable, we believe that each of the stockholders named in this table
        has
        sole voting and investment power with respect to the shares indicated as
        beneficially owned. Applicable percentages are based on approximately 58,000,000
        of our common stock outstanding or beneficially owned as of December 31,
        2006
        adjusted as required by rules promulgated by the Securities and Exchange
        Commission.
  The
        number and percentage of shares beneficially owned is determined in accordance
        with Rule 13d-3 of the Securities Exchange Act and the information is not
        necessarily indicative of beneficial ownership for any other purpose. Under
        that
        rule, beneficial ownership includes any shares as to which the individual
        or
        entity has voting power or investment power and any shares that the individual
        has the right to acquire within 60 days through the exercise of any stock
        option
        or other right. Unless otherwise indicated in the footnotes or table, each
        person or entity has sole voting and investment power, or shares such powers
        with his or her spouse, with respect to the shares shown as beneficially
        owned.
  
 **Name
                  and Address of Beneficial Owner**
              
              **Amount
                  and Nature of Beneficial Ownership**
              
              **Percent
                  of Fully-Diluted Shares Outstanding*****Executive
                  Officers and Directors***Paul
                  D. Hamm (1)
              
              
              3,522,560
              
              
              5.4
              %Peter
                  Marcum (2)
              
              
              250,000
              
              
              *
              %Harish
                  Shah (3)
              
              
              2,205,268
              
              
              3.8
              %Jerry
                  Dunlap (4)
              
              
              20,000
              
              
              ****Five
                  Percent Shareholders***SovCap
                  Equity Partners Ltd. (5)
              
              
              16,670,876
              
              
              28.7
              %Wilhagan
                  Ventures LLC (6)
              
              
              6,998,169
              
              
              12.1
              %All
                  Directors and Executive
                Officers
                  as a Group (4 persons) (1)(2)(3)(4)
              
              
              5,625,828
              
              
              9.7
              %
 
 *
        Less
        than one percent.
 
 (1)  Consists
        of 35,060 shares of common stock owned directly by Mr. Hamm and 3,487,500
        shares
        that Mr. Hamm has the right to acquire upon the exercise of currently
        exercisable stock options. Mr. Hamm may also be deemed to own 44,883 shares
        of
        Series A Preferred Stock owned by AlphaWest Capital Partners, of which Mr.
        Hamm
        is the sole member. However, the Series A Preferred Stock has not been converted
        to common stock, but may occur at a conversion ratio of 9.6 shares of common
        stock for each share of Series A Preferred Stock. Mr. Hamm, as a managing
        member
        of SovCap Investment Management Group, also may be deemed to beneficially
        own
        592,294 shares of common stock and 2,280,013 shares of Series A preferred
        stock
        and approximately 2,800,000 shares related to convertible notes outstanding
        (based on conversion price of $0.22) beneficially owned by SovCap Investment
        Equity Partners, Ltd., due to the investment management relationship between
        SovCap Investment Management Group LLC and SovCap Equity Partners, Ltd. Mr.
        is a
        member of SovCap Investment Management Group. Mr. Hamm disclaims beneficial
        ownership of the securities held by SovCap Equity Partners, as neither he
        nor
        SovCap Investment Management Group has any interest in SovCap Equity Partners
        Ltd.
 
 (2)
            Consists
                of 250,000 shares that Mr. Marcum has the right to acquire upon the
                exercise of currently exercisable stock options. Mr. Marcum may also
                be
                deemed to own the 728,976 shares of Series A Preferred Stock owned
                by
                Wilhagan Ventures, of which Mr. Marcum is an owner. However, the
                Series A
                Preferred Stock has not been converted into common, but may occur
                at a
                conversion ratio of 9.6 shares of common stock for each share of
                Series A
                Preferred Stock. Mr. Marcum disclaims beneficial ownership of the
                securities held by Wilhagan Venture except to the extent of his
                proportionate interest therein. 
 (3)
            Consists
                of 1,398,170 common shares, 73,656 preferred shares and 200,000 warrants
                owned by Mr. Shah, his wife or J&H Orlando Inc., which is owned by Mr.
                Shah. However, the Series A Preferred Stock has not been converted
                into
                common, but may occur at a conversion ratio of 9.6 shares of common
                stock
                for each share of Series A Preferred
                Stock. 
 (4)
            Consists
                of 20,000 common shares owned by Mr. Dunlap. ISDN.Net, of which Mr.
                Dunlap
                is President and an owner, owns 74,000 shares of Series A Preferred
                Stock
                and 57,600 shares of common stock. However, the Series A Preferred
                Stock
                has not been converted into common stock, but may occur at a conversion
                ratio of 9.6 shares of common stock for each share of Series A Preferred
                Stock. Mr. Dunlap disclaims beneficial ownership of the securities
                owned
                by ISDN.Net except to the extent of his proportionate interest
                therein. 
 (5)
            Consists
                of 592,294 shares of common stock and 1,466,519 shares of Series
                A
                preferred stock, which are convertible at a ratio of 9.6 common for
                each
                share of preferred, and approximately 2,000,000 shares related to
                convertible notes outstanding (based on conversion price of $0.25)
                beneficially owned by SovCap Investment Equity Partners,
                Ltd. 
 (6)
            Consists
                of 728,976 shares of Series A Preferred Stock owned by Wilhagan Ventures,
                which are convertible at a ratio of 9.6 common for each share of
                preferred.  **Equity
        Compensation Plan Information**
   We
        maintain the 2004 Directors, Officers and Consultants Stock Option, Stock
        Warrant and Stock Award Plan pursuant to which we may grant equity awards
        to
        eligible persons. The following table provides information as of December
        31,
        2006 about equity awards under this plan in 2006.
 
 **2004
                  Directors, Officers and Consultants Option Plan Vesting
                  Schedule****Name**
              **Effective
                  Date**
              **Term
                  (yrs)**
              **Shares**
              **Options**
              **Adjusted
                  Amount**
              **Strike
                  Price**
              **Adjusted
                  Strike Price**
              **Vested
                  as of 12/31/06**Jay
                  Kozhikotte
              3/22/06
              10
              
              *120,000*
              *120,000*
              0.25
              0.25
              60,000Jon
                  Ellis
              3/22/06
              10
              
              *92,500*
              *92,500*
              0.25
              0.25
              46,250Jorge
                  Tomassello
              3/22/06
              10
              
              *440,000*
              *440,000*
              0.25
              0.25
              220,000Mario
                  Pino
              3/22/06
              10
              
              *440,000*
              *440,000*
              0.25
              0.25
              220,000Orlando
                  Mastrapa
              3/22/06
              10
              
              *90,000*
              *90,000*
              0.25
              0.25
              45,000Paul
                  D Hamm
              3/22/06
              10
              
              *1,450,000*
              *1,450,000*
              0.25
              0.25
              725,000John
                  Sarko
              3/22/06
              10
              
              25,000
              *25,000*
              0.25
              0.25
              12,500Mashrua
                  Inc.
              3/30/06
              na
              1,800,000
              
              
              
              
              1,800,000Rossington
                  Partners
              3/30/06
              na
              1,800,000
              
              
              
              
              1,800,000Ronald
                  Cole
              3/30/06
              na
              1,800,000
              
              
              
              
              1,800,000Canouse
              5/18/06
              10
              
              100,000
              *100,000*
              1.00
              1.00
              100,000Paul
                  D Hamm
              10/2/06
              15
              
              2,000,000
              *2,000,000*
              0.42
              0.42
              2000000Peter
                  Marcum
              10/12/06
              15
              
              1,000,000
              *1,000,000*
              0.37
              0.37
              250000Karen
                  Bairaktaris
              10/12/06
              15
              
              300,000
              *300,000*
              0.37
              0.37
              75000Bradley
                  Bopp
              10/12/06
              15
              
              150,000
              *150,000*
              0.37
              0.37
              37500Mark
                  Wilson
              10/12/06
              15
              
              550,000
              *550,000*
              0.37
              0.37
              137500Richard
                  Eller
              10/12/06
              15
              
              150,000
              *150,000*
              0.37
              0.37
              37500
 
 
 1)
        We
        previously maintained the New Planet Resources, Inc. Stock Incentive Plan
        and
        the 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
        and
        Stock Award Plan. There are no outstanding options under these plans and
        we
        intend to retire these plans.
  (2)
        This
        number does not include 8,512,533 common shares issued pursuant to the 2004
        Directors, Officers and Consultants Stock Option, Stock Warrant and Stock
        Award
        Plan and for warrants previously exercised that were granted pursuant to
        the
        2004 Plan.
 
  33
  
   
  **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
  **Agreements
        with Executive Officers**
  On
        October 1, 2005, our subsidiary Endavo entered into an executive management
        agreements with our President and CEO, Paul D Hamm,. Under this employment
        agreement, Mr. Hamm agreed to act as Endavo’s President and Chief Executive
        Officer. The agreement is for a term of three years. As compensation for
        services under the management agreement, Mr. Hamm is entitled to receive
        a base
        salary of $75,000 per year. If the company generates revenues of $104,166.67
        ($1,250,000 annualized) in any given month, Mr. Hamm's salary will be increased
        to $120,000 per year. In connection with their engagement by the Company,
        Mr.
        Hamm is entitled to be issued incentive stock options to purchase 1,000,000
        shares of our common stock. The options will vest in increments of approximately
        one-third on each of the 3 anniversaries of the agreement.
  On
        August
        8, 2006, WV Fiber entered into an executive management agreement with Peter
        Marcum. Under this agreement Mr Marcum agreed to act as WV Fiber’s Chief
        Executive Officer for a period of 3 years. As compensation for services under
        the management agreement, Mr Marcum is entitled to receive a base salary
        of
        $75,000 per year and received 1,000,000 15-year options priced at $0.37,
        the
        fair market value of our common stock at the time of issuance, which vest
        over a
        period of two years.
  On
        August
        8, 2006, WV Fiber entered into an executive management agreement with Mark
        Wilson. Under this agreement Mr Wilson agreed to act as WV Fiber’s Chief
        Operating Officer for a period of 3 years. As compensation for services under
        the management agreement, Mr Wilson is entitled to receive a base salary
        of
        $85,000 per year, plus sales commissions, and received 400,000 15-year options
        priced at $0.37, the fair market value of our common stock at the time of
        issuance, which vest over a period of two years.
  On
        October 23, 2006, Integrated Media Holdings also entered into an executive
        management agreement with Mr. Hamm. Under this agreement, Mr, Hamm agreed
        to act
        as our President and Chief Executive Officer for a period of three years
        in
        exchange for 2,000,000 options priced at $0.42, which was fair market value
        of
        the company’s common stock at the time of issuance. Mr. Hamm has agreed to waive
        cash compensation under this agreement, but has the right to request cash
        compensation be established by the board, which will not be unreasonably
        withheld.
  
  **Other
        Relationships and Related Transactions**
  Between
        January 1, 2006 and December 31, 2006, we borrowed a total of $103,500 from
        our
        largest security holder, SovCap Equity Partners, Ltd. in the form of
        non-convertible notes. As of December 31, 2006, SovCap held $161,000 (principal)
        in non-convertible promissory notes and $405,300 (principal) in convertible
        promissory notes. Each of the remaining convertible notes is due within 10
        days
        of demand by SovCap. The notes are not subject to interest; however there
        is a
        repayment fee equal to the product of (i) 1.5% of the outstanding principal
        amount under the note and (ii) the number of 30-day periods (rounded up)
        that
        the note has been outstanding. The repayment fee is owed regardless of whether
        the note is prepaid in advance or becomes due upon demand or default. If
        we are
        unable to make the payments upon demand or when otherwise due, interest will
        also accrue on the amount owed at an annual interest rate of 12%. Each note
        is
        convertible into shares of our common stock at 75% of the average closing
        bid
        price of our common stock over the five trading days preceding the conversion.
        We also granted SovCap piggyback registration rights with respect to the
        shares
        of common stock issuable upon conversion of the notes, which SovCap waived
        in
        connection with our recent private placement of convertible promissory notes
        and
        warrants. As of March 31, 2006, the aggregate amount of principal and repayment
        premiums due upon demand under the convertible notes was $624,314, or
        approximately 8,324,187 shares of our common stock had SovCap elected to
        convert. The non-convertible notes also remain outstanding as of March 31,
        2006.
  34
  
   ITEM
        13.
        EXHIBITS, LIST AND REPORTS ON FORM 8-K
  
  (a)
        The
        following exhibits are either attached hereto or incorporated herein
        by
  reference
        as indicated.
  
 Exhibit
                  Number
              Description
              Previously
                  Filed as Exhibit
              File
                  Number
              Previously
                  Date Filed2.1
              Agreement
                  and Plan of Merger
              Attached
                  to the Registrant's Current Report on Form 8-K
              001-16381
              9/17/023.1
              Certificate
                  of Incorporation
              Exhibits
                  1 and 1.1 to the Registrant's Registration Statement on Form
                  8-A
              001-16381
              3/01/013.2
              Amended
                  and Restated Bylaws
              Exhibit
                  2 to the Registrant's Registration Statement on Form 8-A
              001-16381
              3/01/014.1
              Form
                  of 8.0% Senior Secured Convertible Note
              Exhibit
                  4.1 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/054.2
              Form
                  of Warrant
              Exhibit
                  4.2 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/054.3
              Form
                  of Additional Investment Right "A"
              Exhibit
                  10.2 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/054.4
              Form
                  of Additional Investment Right "B"
              Exhibit
                  10.3 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/0510.1
              2004
                  Directors, Officers and Consultants Stock Option, Stock Warrant
                  and Stock
                  Award Plan
              Exhibit
                  4.1 to the Registrant's Registration Statement on Form S-8
              333-119586
              10/07/0410.2
              2002
                  Directors, Officers and Consultants Stock Option, Stock Warrant
                  and Stock
                  Award Plan
              Exhibit
                  4.1 to the Registrant's Registration Statement on Form S-8
              333-99371
              9/10/0210.3
              Executive
                  Management Agreement, dated October 23, 2006 by and between the
                  Registrant
                  and Paul D Hamm
              Attached
                  hereto10.5
              Form
                  of Securities Purchase Agreement for 8.0% Senior Secured Convertible
                  Notes
              Exhibit
                  10.1 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/0510.6
              Form
                  of Security Agreement
              Exhibit
                  10.4 to Registrant's Current Report on Form 8-K
              001-16381
              2/28/0521
              Company
                  Subsidiaries
              Attached
                  hereto31
              Certification
                  pursuant to SEC Release No. 33-8238, as adopted pursuant to Section
                  302 of
                  the Sarbanes-Oxley Act of 2002
              Attached
                  hereto32.1
              Certification
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002
              Attached
                  hereto
 32.2
              Certification
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002
              Attached
                  hereto
 35
  
  
  (1)
        The
        Company made and delivered to SovCap Equity Partners, Ltd. 13 separate demand
        promissory notes from August 21, 2003 through September 8, 2004. Each of
        these
        demand notes used the form attached. Only the principal amounts varied. These
        demand notes are discussed in greater detail under Item 12. Certain
        Relationships and Related Transactions - Other Relationships and Related
        Transactions .
  (b)
        We
        did not file any Current Reports on Form 8-K during the period covered by
        this
        Annual Report.
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
  Our
        audit
        committee, pursuant to authority granted to it by our board of directors,
        has
        selected Ronald N. Silberstein CPA PLLC, certified public accountants, as
        independent auditors to examine our annual consolidated financial statements
        for
        our fiscal year ending December 31, 2005 and 2006.
  We
        have
        paid or expect to pay the following fees to Ronald N. Silberstein CPA PLLC
        for
        work performed in 2006 and 2005 or attributable to the audits of our 2006
        and
        2005 consolidated financial statements:
  
 2005
              2006Audit
                  Fees
              $
                  20,000
              $
                  35,000Audit-Related
                  Fees
              $
                  0
              $
                  0Tax
                  Fees
              $
                  0
              $
                  0All
                  Other Fees
              $
                  1,730
              $
                  1,855
 
  In
        January 2003, the SEC released final rules to implement Title II of the
        Sarbanes-Oxley Act of 2003. The rules address auditor independence and have
        modified the proxy fee disclosure requirements. Audit fees include fees for
        services that normally would be provided by the accountant in connection
        with
        statutory and regulatory filings or engagements and that generally only the
        independent accountant can provide. In addition to fees for an audit or review
        in accordance with generally accepted auditing standards, this category contains
        fees for comfort letters, statutory audits, consents, and assistance with
        and
        review of documents filed with the SEC. Audit-related fees are assurance-related
        services that traditionally are performed by the independent accountant,
        such as
        employee benefit plan audits, due diligence related to mergers and acquisitions,
        internal control reviews, attest services that are not required by statute
        or
        regulation, and consultation concerning financial accounting and reporting
        standards.
  The
        board
        of directors has reviewed the fees paid to Ronald N. Silberstein CPA PLLC
        and
        has considered whether the fees paid for non-audit services are compatible
        with
        maintaining Mr. Silberstein's independence. The board of directors may
        additionally ratify certain de minimis services provided by the independent
        auditor without prior approval, as permitted by the Sarbanes-Oxley Act and
        rules
        of the SEC promulgated thereunder. We will disclose all such approvals, as
        applicable, in upcoming years.
 
 
 36
  
  **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 **INTEGRATED
                      MEDIA HOLDINGS, INC.**Dated:
                      May 17, 2007
                  By:/s/PAUL D HAMMPaul
                      D Hamm, Chief Executive
                      Officer
   In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
  **INTEGRATED
                      MEDIA HOLDINGS, INC.**Dated:
                      May 17, 2007
                  By:/s/PAUL D HAMMPaul
                      D Hamm, President,
                      Chief Executive Officer and Chairman (Principal Executive Officer
                      and
                      acting Principal Financial and Accounting
                      Officer)Dated: May
                      17, 2007
                  By:
                      /s/ JERRY DUNLAPJerry
                      Dunlap, Director
 37