UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant To Section 13 or 15(D) Of The Securities Exchange
    Act Of 1934

                For the quarterly period ended September 30, 2010

[X] Transition Report Under Section 13 or 15(D) Of The Securities Exchange
    Act Of 1934

             For the transition period from __________ to __________

                        Commission File Number: 000-84223

                               IMAGINE MEDIA, LTD.
             (Exact name of registrant as specified in its charter)

              Delaware                                   26-0731818
 -------------------------------           -------------------------------------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
     of incorporation or
        organization)

                           7750 N. Union Blvd., # 201
                           Colorado Springs, CO 80920
          (Address of principal executive offices, including Zip Code)
         - ------------------------------------------------------------


                                  719-266-4554
                                  ------------
                (Issuer's telephone number, including area code)

          (Former name or former address if changed since last report)

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes? [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,410,650 shares of common stock as
of November 15, 2010.
<PAGE>


                       Imagine Media, Ltd. And Subsidiary

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                        Quarter Ended September 30, 2010
<PAGE>

                       Imagine Media, Ltd. And Subsidiary
                        Consolidated Financial Statements
                                   (Unaudited)


                                TABLE OF CONTENTS


                                                         Page

CONSOLIDATED FINANCIAL STATEMENTS

      Condensed consolidated balance sheets                         1
      Condensed consolidated statements of operation               2-3
      Condensed consolidated statement of Shareholders' equity      3
      Condensed consolidated statements of cash flows               4
      Notes to consolidated financial statements                   6-8
<PAGE>

                       Imagine Media, Ltd. and Subsidiary
                      Condensed Consolidated Balance Sheets


                                                               December 31,
                                           September 30,           2009
                                               2010        ---------------------
                                           -------------   (Derived from audited
                                            (unaudited)    financial statements)
 Assets

 Current assets:
     Cash and cash equivalents              $        75          $       94
                                            -----------          ----------
            Total current assets                     75                  94
                                            -----------          ----------

     Total assets                           $        75          $       94
                                            ===========          ==========

 Liabilities and Shareholders' (Deficit)

 Current liabilities:
     Accounts payable:
        Trade creditors                     $   76,815           $  53,479
        Related party                            3,000               3,000
     Short term advance                         17,300               6,000
     Indebtedness to related parties            39,140              32,100
     Convertible debenture                      30,000              30,000
     Accrued interest payable                    6,600               3,900
     Other accrued expenses                      3,081              33,081
                                            ----------           ---------
            Total current liabilities          175,936             161,560
                                            ----------           ---------

 Commitments                                         -                   -

 Shareholders' deficit
     Common stock , $.00001 par value.
       Authorized 100,000,000 shares,
       1,410,650 and 1,380,650 shares
       issued and outstanding                      14                   14
     Additional paid-in capital               487,276              457,276
     Retained deficit                        (663,151)            (618,756)
                                            ---------            ---------
        Total shareholders' deficit          (175,861)            (161,466)
                                            ---------            ---------
        Total liabilities and
          shareholders' deficit             $      75            $      94
                                            =========            =========


         See accompanying notes to the consolidated financial statements

                                       1
<PAGE>

                       Imagine Media, Ltd. and Subsidiary
                 Condensed Consolidated Statements of Operations
                                   (unaudited)


                                             For the Three Months Ended
                                                    September 30,
                                            -----------------------------
                                               2010               2009
                                           -----------         -----------

Net sales and gross revenues:
       Advertising sales, net of
         discount of $0, and $0,
         respectively                      $         -         $         -

                                           -----------         -----------
                 Total sales and
                 revenues                            -                   -
                                           -----------         -----------

Operating expenses:
       Editorial, production and
         circulation                                 -                   -
       Selling, general and
         administrative                         21,421               1,064
                                           -----------         -----------
                 Total operating
                   expenses                     21,421               1,064
                                           -----------         -----------

                 Loss from
                   operations                  (21,421)             (1,064)
Other income (expense):

       Interest expense                           (900)               (900)
                                           -----------         -----------
                 Loss before income
                   taxes                       (22,321)             (1,964)

       Income tax provision                          -                   -
                                           -----------         -----------
                 Net loss                  $   (22,321)        $    (1,964)
                                           ===========         ===========
Basic and diluted loss per share           $     (0.02)        $     (0.00)
                                           ===========         ===========
Weighted average common shares
   outstanding                               1,410,650           1,380,650
                                           ===========         ===========



         See accompanying notes to the consolidated financial statements

                                       2
<PAGE>

                       Imagine Media, Ltd. and Subsidiary
                 Condensed Consolidated Statements of Operations
                                   (unaudited)


                                                 For the Nine Months Ended
                                                       September 30,
                                              -----------------------------
                                                2010                 2009
                                             -----------         -----------

Net sales and gross revenues:
       Advertising sales, net of
         discount of $0, and $66,930,
         respectively                        $         -         $       400
                                             -----------         -----------
         Total sales and revenues                      -                 400
                                             -----------         -----------

Operating expenses:
       Editorial, production and
         circulation                                   -                 748
       Selling, general and
         administrative                           41,695              39,855
                                             -----------         -----------

         Total operating expenses                 41,695              40,603
                                             -----------         -----------


         Loss from operations                    (41,695)            (40,203)

Other income (expense):

       Interest expense                           (2,700)             (2,600)
                                             -----------         -----------
         Loss before income taxes
                                                 (44,395)            (42,803)

       Income tax provision                            -                   -
                                             -----------         -----------
         Net loss                                (44,395)            (42,803)
                                             ===========         ===========
Basic and diluted loss per share             $     (0.03)        $     (0.03)
                                             ===========         ===========
Weighted average common shares
  outstanding                                  1,407,317           1,329,991
                                             ===========         ===========



         See accompanying notes to the consolidated financial statements

                                       3
<PAGE>

                       Imagine Media, Ltd. and Subsidiary
  Condensed Consolidated Statement of Changes in Shareholders' Equity (Deficit)

<TABLE>
<S>                                       <C>              <C>            <C>               <C>             <C>


                                             Common Stock           Additional Paid-      Retained
                                         Shares       Par Value        in Capital          Deficit         Total
                                        ---------     ---------     ----------------     -----------     ----------
 Balance at December 31, 2008           1,122,650      $   11        $    392,779        $ (541,051)     $ (148,261)
 Conversions of accounts payable to
    common stock                          104,000           1              25,999                 -          26,000
 Conversions of short term advances
    and accrued interest to common
    stock                                 111,400           1              27,849                 -          27,850
 Conversions of indebtedness to
    related parties to common stock        42,600           1              10,649                 -          10,650
 Net loss                                       -           -                   -           (77,705)        (77,705)
                                        ---------     ---------     ----------------     -----------     ----------

 Balance at December 31, 2009           1,380,650          14             457,276          (618,756)       (161,466)

 Stock issued for services valued
    at $1.00 per share (Unaudited)         30,000           -              30,000                 -          30,000

 Net loss (Unaudited)                           -           -                   -           (44,395)        (44,395)
                                        ---------     ---------     ----------------     -----------     ----------
 Balance at September 30, 2010
   (unaudited)                          1,410,650      $   14        $    487,276        $ (663,151)     $ (175,861)
                                        =========     =========     ================     ===========     ==========
 </TABLE>

         See accompanying notes to the consolidated financial statements

                                       4
<PAGE>

                       Imagine Media, Ltd. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                                  For the Nine Months Ended
                                                          September 30,
                                                  -------------------------
                                                    2010              2009
                                                 ---------         ---------
Cash flows from operating activities:
   Net Loss                                      $ (44,395)        $ (42,803)
   Adjustments to reconcile net loss to net
     cash used by operating activities:
        Changes in assets and liabilities:
              Receivables                                -            11,469
              Other assets                               -               400
              Accounts payable                      23,336            (9,274)
              Accrued expenses                       2,700             3,074
                                                 ---------         ---------
                Net cash used in operating
                activities                         (18,359)          (37,134)
                                                 ---------         ---------
Cash flows from financing activities:
   Proceeds from related party short term
     advances                                        7,040            24,400
   Repayments on related party short term
     advances                                            -            (5,500)

   Proceeds from other short term advances          11,300            20,850
   Repayments on other short term advances               -            (2,200)
                                                 ---------         ---------
                Net cash provided by
                  financing activities              18,340            37,550
                                                 ---------         ---------
                Net change in cash and cash
                  equivalents                          (19)              416
Cash and equivalents:
   Beginning of period                                  94                68
                                                 ---------         ---------
   End of period                                 $      75         $     484
                                                 =========         =========
Supplemental disclosure of cash flow
  information:
   Cash paid during the year for:
      Income taxes                               $       -         $       -
                                                 =========         =========
      Interest                                   $       -         $       -
                                                 =========         =========
Supplemental disclosure of non-cash
  financing activities:
   Stock issued for accrued services             $  30,000         $       -
                                                 =========         =========
   Conversions of indebtedness to related
     parties to common stock                     $       -         $  10,650
                                                 =========         =========
   Conversions of short term advance and
     accrued interest to common stock            $       -         $  27,850
                                                 =========         =========
   Conversion of accounts payable to common
     stock                                       $       -         $  26,000
                                                 =========         =========


         See accompanying notes to the consolidated financial statements

                                       5
<PAGE>

                               IMAGINE MEDIA, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)   Unaudited Financial Information

The  accompanying  condensed  financial  statements of Imagine Media,  Ltd. (the
"Company") have been prepared in accordance  with the  instructions to quarterly
reports on Form 10-Q.  In the  opinion of  management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations and changes in financial position at
September  30,  2010,  and for all periods  presented,  have been made.  Certain
information  and footnote data  necessary for a fair  presentation  of financial
position and results of  operations  in conformity  with  accounting  principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted.  It is therefore  suggested that these financial  statements be read in
conjunction  with the summary of  significant  accounting  policies and notes to
financial  statements included in the Company's Annual Report on Form 10-K filed
with the  Securities  and  Exchange  Commission  (the  "SEC") for the year ended
December 31, 2009. The results of operations for the period ended  September 30,
2010 are not necessarily an indication of operating results for the full year.

(2)   Going Concern

As shown in the  accompanying  financial  statements,  the Company has  incurred
operating  losses and, at September 30, 2010, had both a working capital deficit
and a net capital deficiency of $(175,861).  These factors may indicate that the
Company will be unable to continue as a going concern.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to generate  sufficient cash flow to meet  obligations on a timely basis
and  ultimately to attain  profitability.  To do this, the Company is seeking to
acquire  another  business  which,  as of September 30, 2010,  had not occurred.
However,  management  plans, in the near-term,  to (1) restructure  debt and (2)
increase  ownership equity in order to increase  working  capital.  There is, of
course,  no assurance that management  will be successful in those efforts.  The
Company's financial  statements do not include any adjustments that might result
from the outcome of this uncertainty.

In their  report  on the  Company's  financial  statements  for the  year  ended
December 31, 2009,  the Company's  independent  auditors  expressed  substantial
doubt as to the Company's ability to continue as a going concern.

(3)   Related Party Transactions

On February 10, 2010 the Company's board of directors authorized the issuance of
10,000 shares to each of the Company's three  directors.  The shares were valued
at $1.00 per share resulting in total compensation  expense of $30,000 which was
accrued at December 31, 2009.

In October  2008,  a company  controlled  by Greg  Bloom,  the  Company's  Chief
Executive Officer,  advanced $5,500 to the Company for working capital purposes.
During the nine months ended  September 30, 2009 the amount due to Mr. Bloom was
paid in full.

During the year ended  December 31, 2008,  The Rockies Fund  advanced a total of
$16,000 to the Company for working capital purposes. As of December 31, 2008 the


                                       6
<PAGE>

Company had repaid a total of $4,000 of these cash  advances.  In addition,  the
Rockies Fund made a direct advance to the Company of $650, which remained unpaid
at December 31, 2008. On March 1, 2009,  $10,650 of the advances were  converted
to 42,600  shares of common stock at a conversion  price of $.25 per share,  the
fair value of the stock on the conversion  date. As of September 30, 2010 $2,000
of the working capital advances remain unpaid.

In May 2009, Mr. Steven Calandrella,  the principal of the Rockies Fund advanced
$4,400 to the Company.  In June 2009, Triumph Capital, a company controlled by a
shareholder,  advanced the Company a total of $12,000. Also in June 2009, $6,000
was advanced to the Company by Ms.  Dorothy  Calandrella,  a shareholder  of the
Company,  with an  additional  advance of $2,000  made in August 2009 and $7,040
during the nine month period ended  September  30, 2010.  All the advances  were
provided for working capital purposes.  None of these advances have been paid as
of September 30, 2010. None of the advances earn interest and are payable to the
creditor on demand.

(4)   Convertible Debenture and Short Term Advances

On October 1, 2008 the Company issued an 8% Convertible Debenture to an attorney
in exchange for $30,000 owed to the attorney for prior  services.  The Debenture
is  convertible  by the holder into shares of the  Company's  common  stock at a
conversion  price of $0.25.  The debenture was due and payable on April 1, 2009.
As a result of the failure to pay the  debenture  when due, the interest rate on
the debenture increased to 12% per year. As of November 15, 2010, the debenture,
together with $5,700 of accrued interest, has neither been converted nor paid.

During the year ended  December  31, 2008 the Company  received  $15,000  from a
non-affiliate  as a short  term  advance.  During  the first  quarter of 2009 an
additional $150 was advanced to the Company by the same non-affiliate.  On March
1,  2009  the  total of  $15,150  together  with  accrued  interest  of $200 was
converted to 61,400  shares of common  stock at a  conversion  price of $.25 per
share,  the fair  value of the stock on the  conversion  date.  During  the nine
months  ended  September  2009  this  non-affiliate   advanced  the  Company  an
additional  $6,000 to be used for  working  capital  purposes.  During  the nine
months ended September  30,2010,  the non-affiliate  advanced another $11,300 to
the Company.  As of September 30, 2010 the $17,300 payable to the  non-affiliate
was due on demand.

(5)   Equity

Common stock

On February 10, 2010 the Company's  Directors'  were issued 30,000 shares of the
Company's common stock valued at $1.00 per share or $30,000.

(6)   Other - Trademark

The  Company  has learned  that a third  party in  PlaceNameplaceOrange  County,
PlaceTypeCA  publishes a regional  magazine under the name "Image Magazine." The
publisher of the  California-based  Image  Magazine has registered the trademark
"Image  Magazine"  with the United  States Patent and  Trademark  Office,  which
trademark  registration  was issued in 2006.  The publisher of the magazine also
owns and uses the domain name "imagemagazine.com" Preliminary contact with the


                                       7
<PAGE>

principals  of the  California-based  magazine  has been  made in an  effort  to
resolve the  conflicting  uses of the  trademark.  An agreement in principle has
been reached to resolve the matter through the execution of a trademark license;
however, no assurance can be given that such a license can be finalized.

(7)     Letter of Intent

In June 2010 the  Company  reached  a  tentative  agreement  to  acquire  JAKK'D
Holdings,  LLC, and a related  entity,  for  17,245,000  shares of the Company's
common stock.

JAKK'D is a producer  of  alcoholic  beverages.  The  beverage,  which is called
JAKK'D,  is a distilled  natural  grain spirit that  contains  natural  flavors,
certified colors, pure cane sugar and caffeine.  Unlike its competitors,  JAKK'D
does not contain high fructose corn syrup or stimulants such as Taurine, Ginseng
and Guarana.  The beverages are bottled in 375ml black  aluminum  "beer bottles"
that are  distinguishable  from other alcoholic beverage  products.  Each bottle
contains 6.6% alcohol by volume and 75mg of caffeine.  Initially JAKK'D plans to
launch four flavors which will include "Lunatic Lemon", "Black Tea Lemon Honey",
"Punched  Out  Pomegranate  Berry",  and  "Raging  Orange".   JAKK'D  holds  the
registered trademarks for the these flavors as well as the word "JAKK'D".

Completion  of the  acquisition  is  subject  to  the  satisfaction  of  several
conditions  including,   without  limitation,  the  execution  of  a  definitive
agreement, the satisfactory completion of due diligence by both parties, and the
completion of audited financial statements by JAKK'D.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Plan
         of Operation

     The  Company  was formed in August  2007 to publish  and  distribute  Image
Magazine,  a monthly  guide and  entertainment  source for the Denver,  Colorado
area. The Company  generated only limited revenue and essentially  abandoned its
business plan in January 2009.

     In June 2010 the Company  reached a tentative  agreement to acquire  JAKK'D
Holdings,  LLC, and a related  entity,  for  17,245,000  shares of the Company's
common stock.

     JAKK'D is a producer of alcoholic beverages.  The beverage, which is called
JAKK'D,  is a distilled  natural  grain spirit that  contains  natural  flavors,
certified colors, pure cane sugar and caffeine.  Unlike its competitors,  JAKK'D
does not contain high fructose corn syrup or stimulants such as Taurine, Ginseng
and Guarana.  The beverages are bottled in 375ml black  aluminum  "beer bottles"
that are  distinguishable  from other alcoholic beverage  products.  Each bottle
contains 6.6% alcohol by volume and 75mg of caffeine.  Initially JAKK'D plans to
launch four flavors which will include "Lunatic Lemon", "Black Tea Lemon Honey",
"Punched  Out  Pomegranate  Berry",  and  "Raging  Orange".   JAKK'D  holds  the
registered trademarks for the these flavors as well as the word "JAKK'D".

     Completion of the  acquisition  is subject to the  satisfaction  of several
conditions  including,   without  limitation,  the  execution  of  a  definitive
agreement, the satisfactory completion of due diligence by both parties, and the
completion of audited financial  statements by JAKK'D. There can be no assurance
that the transaction will be consummated.

     As of  September  30,  2010 the Company had  liabilities  of  approximately
$176,000.  The Company  plans to pay its  liabilities  with cash,  shares of its
common stock, or a combination of both. The Company does not have any agreements
or commitments from any third party to provide the Company with any capital.

Item 4.  Controls and Procedures.

     (a) The Company  maintains a system of controls and procedures  designed to
ensure that  information  required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed,  summarized and reported,  within time periods specified in the SEC's
rules and forms and to ensure that  information  required to be disclosed by the
Company  in the  reports  that it files  or  submits  under  the  1934  Act,  is
accumulated  and  communicated  to  the  Company's  management,   including  its
Principal  Executive  and  Financial  Officer,  as  appropriate  to allow timely
decisions regarding required disclosure. As of September 30, 2010, the Company's
Principal  Executive and Financial  Officer  evaluated the  effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective.


                                       9
<PAGE>

     (b) Changes in Internal  Controls.  There were no changes in the  Company's
internal control over financial reporting during the quarter ended September 30,
2010, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.

                                     PART II

Item 6.  Exhibits

Exhibits

  31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32    Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

                                       10
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                       IMAGINE MEDIA, LTD.


November 18, 2010                    By:  /s/ Gregory A. Bloom
                                          ------------------------------------
                                          Gregory A. Bloom, Principal Executive
                                          and Financial Officer
<PAGE>