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, 2011

|_| Transition  Report Under Section 13 or 15(d) of The Securities  Exchange Act
    Of 1934

             For the transition period from __________ to __________

                        Commission File Number: 000-53316

                               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)

                        3030 Old Ranch Parkway, Suite 350
                              Seal Beach, CA 90740
                      -----------------------------------
          (Address of principal executive offices, including Zip Code)


                                 (562) 280-0483
                           -------------------------
                (Issuer's telephone number, including area code)

                           7750 N. Union Blvd., # 201
                           Colorado Springs, CO 80920
                        -------------------------------
          (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 [X ]

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: 12,416,462 shares of common stock as of November 15, 2011.


<PAGE>


                       Imagine Media, Ltd. And Subsidiary

                   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                        Quarter Ended September 30, 2011


<PAGE>

                               Imagine Media, LTD
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                                                              September 30, 2011
                                            Dec. 31, 2010         (Unaudited)
                                            -------------     ------------------
   ASSETS
     Current assets
           Cash                             $      30,695     $       8,109
           Due from Triumph Capital                                     100
                                            -------------     -------------
             Total current assets                  30,695             8,209
                                            -------------     -------------
           Fixed assets - net                       2,043             5,135
                                            -------------     -------------
     Total Assets                                  32,738            13,344
                                            =============     =============

   LIABILITIES & STOCKHOLDERS' EQUITY

     Current liabilities
           Accounts payable                 $     279,840     $     148,401
           Accrued interest payable               508,180           522,610
           Notes payable - current -
            related parties                       594,966            29,760
           Notes payable - current                      -            22,800
           Related party payables                 130,565           106,450
           Other payables                          97,464            97,464
                                            -------------     -------------
             Total current liabilties           1,611,015           927,485
                                            -------------     -------------

           Notes payable - 8 % Debenture                             30,000
           Notes payable - related parties        153,879                 -
                                            -------------     -------------
             Total Long term liabilties           153,879            30,000

     Total Liabilities                          1,764,894           957,485
                                            -------------     -------------
     Stockholders' Equity
       Common stock, $.0001 par value;
         100,000,000 shares authorized;
         12,379,320 shares issued and
         outstanding, (9,301,369 - 2010)              930             1,380
       Additional paid in capital               7,297,203         8,888,579
       Treasury stock at cost                    (242,187)         (209,062)
       Deficit accumulated during the
         development stage                     (9,619,537)      (10,078,225)
                                            -------------     -------------
     Total Imagine Stockholders' Equity        (2,563,591)       (1,397,328)
                                            -------------     -------------
     Non Controlling interest                    (831,435)         (453,188)
                                            -------------     -------------
     Total Liabilities and Stockholders'
      Equity                                $      32,738     $      13,344
                                            =============     =============


    The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>

                               Imagine Media, LTD.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Nine Months           Nine Months
                                            Ended                 Ended
                                      September 30, 2010    September 30, 2011
                                         (Unaudited)           (Unaudited)
                                      -------------------  ---------------------

   Revenues                           $            -            $          -
                                      --------------            ------------
                                                   -                       -
                                      --------------            ------------

   Operating expenses:
       Amortization & depreciation             5,534                     971
       Advertising                                 -                   6,500
       Insurance                                   -                   3,561
       Licenses,Permits and Taxes                                        974
       Office Expense                          3,460                   2,256
       Professional and sub
        contractor fees                      131,047                 170,663
       Rent                                   13,900                  15,300
       Research and Product Development        1,350                  34,618
       Salary and Wages                       53,262                  96,778
       Telephone                                 456                   1,054
       Travel and Entertainment                6,987                  19,178
                                      --------------            ------------
                                             215,995                 351,854
                                      --------------            ------------
   Gain (loss) from operations              (215,995)               (351,854)
                                      --------------            ------------
   Other income (expense):
        Interest expense                    (186,448)               (106,838)
                                      --------------            ------------
   Income (loss) before
    provision for income taxes              (402,443)               (458,692)
   Provision for income tax                        -                       -
                                      --------------            ------------

   Net income (loss)                  $     (402,443)           $   (458,692)
                                      ==============            ============
   Net income (loss) per share
   (Basic and fully diluted)          $        (0.04)           $      (0.04)
                                      ==============            ============
   Weighted average number of
    common shares outstanding              9,300,834              12,450,218
                                      ==============            ============

    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

                               Imagine Media, LLC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                        Three Months           Three Months
                                           Ended                  Ended
                                     September 30, 2010      September 30, 2011
                                        (Unaudited)            (Unaudited)
                                     ------------------      ------------------

   Revenues                          $            -              $           -
                                     --------------              -------------
                                                  -                          -
                                     --------------              -------------
   Operating expenses:
       Amortization & depreciation                -                        198
       Advertising                                -                      4,000
       Insurance                                                         1,312
       Licenses, Permits and Taxes                                         139
       Office Expense                           144                        410
       Professional and sub
        contractor fees                      38,897                    111,586
       Rent                                   3,700                      5,100

       Research and Product
        Development                           2,259                      3,039
       Salary and Wages                           -                     69,990
       Telephone                                  -                        294
       Travel and Entertainment               5,737                      4,747
                                     --------------              -------------
                                             50,737                    200,816
                                     --------------              -------------
   Gain (loss) from operations              (50,737)                  (200,816)
                                     --------------              -------------
   Other income (expense):
        Interest expense                    (62,149)                    (3,288)
                                     --------------              -------------
   Income (loss) before
    provision for income taxes             (112,886)                  (204,104)

   Provision for income tax                       -                          -
                                     --------------              -------------
   Net income (loss)                 $     (112,886)             $    (204,104)
                                     ==============              =============
   Net income (loss) per share

   (Basic and fully diluted)         $        (0.01)             $       (0.02)
                                     ==============              =============

   Weighted average number of
   common shares outstanding              8,625,709                 12,288,149
                                     ==============              =============



    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>

                               Imagine Media, LTD.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                         Nine Months Ended     Nine Months Ended
                                        September 30, 2010    September 30, 2011
                                           (Unaudited)           (Unaudited)
                                        ------------------    ------------------
   Cash Flows From Operating Activities:
     Net income (loss)                     $  (402,443)           $ (458,692)
                                           -----------            ----------
     Adjustments to reconcile net loss
       to net cash provided by (used for)
       operating activities:
         Amortization & depreciation             5,534                   970
         Compensatory equity issuances          53,262                     -
         Asset write offs                            -                     -
         Other assets                                -                     -
         Accrued payables                      311,756                48,135
         Note payable, benefical conversion
           expense                                   -              (267,276)
         Original issue discount - interest
           expense                                   -                     -
                                           -----------            ----------
            Net cash provided by (used
              for)operating activities         (31,891)             (676,863)
                                           -----------            ----------

   Cash Flows From Investing Activities:
      Fixed asset purchases                          -                 4,059
                                           -----------            ----------
            Net cash provided by (used
              for) investing activities    $         -            $    4,059
                                           -----------            ----------


                          (Continued On Following Page)

    The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>

                                TransBioTec, Inc.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (Continued From Previous Page)

                                         Nine Months Ended     Nine Months Ended
                                        September 30, 2010    September 30, 2011
                                           (Unaudited)           (Unaudited)
                                        ------------------    ------------------

   Cash Flows From Financing Activities:
      Notes & loans payable - borrowings   $     5,000            $   16,000
      Notes & loans payable - payments            (988)               (2,500)
      Repurchase of treasury stock                   -
      Equity issuances                          27,650               636,718
                                           -----------            ----------
         Net cash provided by (used for)
           financing activities                 31,662               650,218
                                           -----------            ----------
   Net Increase (Decrease) In Cash                (229)              (22,586)

   Cash At The Beginning of the Period             704                30,695
                                           -----------            ----------

   Cash At The End of the Period           $       475            $    8,109
                                           ===========            ==========

   Schedule Of Non-Cash Investing and Financing Activities

   Compensatory equity issuances           $         -            $        -
   Debt converted to capital               $         -            $1,072,068

   Supplemental Disclosure

   Cash paid for interest                  $       122            $        -
   Cash paid for income taxes              $         -            $        -


    The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>

                                Imagine Media LTD
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Imagine Media LTD (formerly TransBioTec,  Inc.) was incorporated August, 2007 in
the State of  placeStateDelaware.  TransBioTec  Inc.  was formed in the state of
placeStateCalifornia  July 4, 2004. Effective September 19, 2011 TransBioTec was
acquired by Imagine Media LTD. in a  transaction  was accounted for similar to a
reverse  acquisition as the members of TransBioTec  retained the majority of the
outstanding  common  stock of Imagine  Media LTD after the share  exchange.  The
accounting  for the  transaction  was identical to that resulting from a reverse
acquisition, except that no goodwill or other intangibles were recorded. Imagine
Media LTD is in the  process  of  changing  its name  from  Imagine  Media  LTD.
TransBioTec,   Inc.  The  financial   statements   represent  the  activity  of
TransBioTec,  Inc from July 4 2004  forward,  and the  consolidated  activity of
Imagine Media LTD and TransBioTec from September 19, 2011 forward. Imagine Media
LTD and TransBioTec  are hereinafter  referred to collectively as the "Company".
The Company has  developed and plans to market and sell a  non-invasive  alcohol
sensing  system which includes an ignition  interlock.  The Company is currently
considered to be in the development  stage, and has not generated  revenues from
its activities.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures  required by generally accepted  accounting  principles for complete
financial  statements.  All adjustments which are, in the opinion of management,
necessary for a fair  presentation  of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise  disclosed
herein.  The results of operations for such interim  periods are not necessarily
indicative of operations for a full year.

Use of Estimates

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

Cash and cash equivalents

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

                                       7
<PAGE>

                                Imagine Media LTD
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.    ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
           POLICIES  (cont'd)

Accounts receivable

The Company reviews  accounts  receivable  periodically for  collectability  and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed  necessary.  At December 31, 2009 and 2010,  and  September  30, 2011 the
Company had no balance in accounts  receivable  or the  allowance  for  doubtful
accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated  under straight line
methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under  contract  terms.  The
Company has had no revenues to date

Advertising costs

Advertising  costs are  expensed as incurred.  The Company  recorded no material
advertising  costs in 2009 or 2010,  or for the Nine months ended  September 30,
2011.

Income tax

The  Company  accounts  for  income  taxes  pursuant  to ASC 740.  Under ASC 740
deferred taxes are provided on a liability  method  whereby  deferred tax assets
are  recognized  for  deductible   temporary   differences  and  operating  loss
carryforwards  and deferred tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are the  differences  between the reported
amounts of assets and liabilities  and their tax bases.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and  liabilities  are adjusted for the effects of
changes in tax laws and rates on the date of enactment.

                                       8
<PAGE>

                                Imagine Media LTD
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.    ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
           POLICIES  (cont'd)

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average number of shares of common  outstanding.  Warrants,  stock
options,  and  common  stock  issuable  upon  the  conversion  of the  Company's
preferred  stock (if any),  are not  included in the  computation  if the effect
would be  anti-dilutive  and would  increase the  earnings or decrease  loss per
share.

Financial Instruments

The carrying value of the Company's  financial  instruments,  as reported in the
accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance with ASC 350, the Company  regularly reviews the carrying value of
intangible  and  other   long-lived   assets  for  the  existence  of  facts  or
circumstances,  both internally and externally,  that may suggest impairment. If
impairment  testing  indicates a lack of  recoverability,  an impairment loss is
recognized by the Company if the carrying  amount of a long-lived  asset exceeds
its fair value.

Products and services, geographic areas and major customers

The Company is currently in the developmental stage and has no revenue.

                                       9
<PAGE>

                                Imagine Media LTD
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.    ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
           POLICIES (cont'd)

Stock based compensation

The Company accounts for employee and  non-employee  stock awards under ASC 718,
whereby equity  instruments  issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.

NOTE 2. RELATED PARTY TRANSACTIONS

At year end 2009 and 2010,  and  September 30, 2011 the Company had payables due
to officers for accrued compensation of $361,565, $130,565, and $10,565.

In 2009 a related  party  shareholder  converted  $52,000 in note  principal and
interest into 20,800 common  shares.  In 2010 an officer  converted  $325,000 in
compensation  owed him into 130,000 common shares.  During the nine months ended
September  30,  2011  related  party  shareholders  converted  $829,164  in note
principal and interest into 552.032 common shares,  and $135,000 in compensation
to 54,000 shares in TransBioTec.

NOTE 3. FIXED ASSETS

Fixed asset values recorded at cost are as follows:

                                         December 31,            (Unaudited)
                                      2009         2010       September 31, 2011
                                      ----         ----       ------------------

Automobile                       $   33,383    $   33,383         $   33,383
Office and Lab Equipment             31,896        31,896             35,956
Furniture and fixtures               11,596        11,596             11,596
                                 ----------    ----------         ----------
                                     76,875        76,875             80,935
Less accumulated depreciation       (67,453)      (74,832)           (75,604)
                                 ----------    ----------         ----------
Total                            $    9,422    $    2,043         $    5,331
                                 ==========    ==========         ==========

                                       10
<PAGE>

                               Imagine Media LTD.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3. FIXED ASSETS (cont'd)

Depreciation expense in 2009 and 2010, and for the nine months ended September
30, 2011 was $10,140, $7,379 and $770 respectively.

NOTE 4. NOTES PAYABLE


                                            December 31,         (Unaudited)
                                         2009         2010    September 31, 2011
                                         ----         ----    ------------------
Note payable to related party,
unsecured, due 8/3/2012, interest
rate 0%                               $   1,950      $  1,950       $  1,950

Note payable to related party,
unsecured, due 9/17/2008,
convertible at holder's option
at $1 per share, interest rate
10% plus agreed upon amounts          $ 187,256      $184,156       $      -

Note payable to related party,
unsecured, due 12/15/2013, monthly
interest due, convertible at
holder's option at $2.50 per share,
interest rate 22.1%                   $ 150,000      $150,000       $      -

Note payable to related party,
unsecured, due 05/28/2009,
convertible at holder's option at
$2.50 per share, original issue
discount of 20%, with interest at
$444 per day after due date           $ 240,000      $240,000       $      -

Note payable to related party,
unsecured, due 07/27/2012,
convertible at holder's option
at $2.50 per share, interest
rate 8%                               $ 151,929      $151,929       $      -

                                       11
<PAGE>

                               Imagine Media LTD.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. NOTES PAYABLE (cont'd)

                                            December 31,         (Unaudited)
                                         2009         2010    September 31, 2011
                                         ----         ----    ------------------
Notes payable to related parties,
unsecured, due 01/29/2011, convertible
at holder's option at $2.50 per share,
interest rate 9%                        $     -     $  5,000         $        -

Notes payable to related parties,
unsecured, due 12/31/2012,
interest rate 0%                        $     -     $ 15,810         $   11,810

Note payable to related party,
unsecured, due 09/15/2012, convertible
at holder's option at $2.50 per
TransBioTec share interest rate 10%     $     -     $      -         $   16,000

Note payable to Ford Motor Credit,
secured, payment $584.25 per month      $ 4,657     $      -         $        -
                                        -------     --------         ----------
                                       $735,792    $ 748,845         $   29,760
Less  current portion                  (581,913)   (594,966)           (29,760)
                                       --------    ---------         ----------
Long-term portion                      $ 153,879   $ 153,879         $        -
                                       =========   =========         ==========

Required principal payments from December 31, 2010 forward are as follows:

                  2011              $        -
                  2012                  29,760
                                    ----------
                                    $  29,760

Interest  expense under notes  payable in 2009 and 2010,  and for the six months
ended June 30, 2011 was $206,078, $238,851, and $106,838.

Convertible debenture payable to
unrelated party, unsecured, due
04/1/2009, convertible at holder's
option at $.25 per share, interest
rate 8% Default interest rate 12%
Long-term portion                      $  30,000   $  30,000         $   30,000

                                       12
<PAGE>

                               Imagine Media LTD.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5. INCOME TAXES

Deferred  income taxes arise from the temporary  differences  between  financial
statement  and  income  tax  recognition  of net  operating  losses.  These loss
carryovers  are limited  under the Internal  Revenue  Code should a  significant
change in ownership occur.

At December 31, 2009 and 2010 the Company had net operating  loss  carryforwards
of approximately $604,000 and $1,045,000 respectively,  which begin to expire in
2027. The deferred tax asset of at each date of $120,000 and $209,000 created by
the net  operating  losses has been offset by a 100%  valuation  allowance.  The
change in the valuation allowance in 2009 and 2010 was approximately $21,000 and
$89,000.

NOTE 6.  STOCK OPTIONS

The Company accounts for employee and non-employee  stock options under ASC 718,
whereby option costs are recorded  based on the fair value of the  consideration
received or the fair value of the equity instruments  issued,  whichever is more
reliably  measurable.  Unless otherwise  provided for, the Company covers option
exercises by issuing new shares.

The Company's stock option activity is described below.

Non-employee stock options

At the  beginning  of 2009 the Company  had 60,000  non-employee  stock  options
outstanding,  allowing  the  holder to  purchase  one share of common  stock per
option,  exercisable  at $0.10 per share,  with terms expiring from 2011 - 2013.
During the year 50,000 options were exercised, and no options expired, leaving a
2009 year end outstanding  balance of 10,000 non-employee stock options expiring
in December 2011.

During 2010 the Company granted 22,500 options for services, allowing the holder
to  purchase  one  share  of  common  stock  per  option,  with  22,500  options
exercisable  immediately  at prices from $0.10 - $0.15 per share with the option
terms  expiring from January 2012 through  January 2015.  During 2010 no options
were  exercised,  and no options  expired,  leaving a 2010 year end  outstanding
balance  of 32,500  non-employee  stock  options.  The fair  value of the 22,500
options  granted  in  2010  was  estimated  on  the  date  of  grant  using  the
Black-Scholes  option  pricing model with the following  assumptions:  risk free
interest rate of 1.08% - 2.67%,  dividend  yield of 0%,  expected lives of 2 - 5
years,  volatility  of 100%.  The Company  incurred  and  recorded  compensation
expense under these stock option grants of $53,262 in 2010.

                                       13
<PAGE>

                               Imagine Media LTD.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  STOCK OPTIONS (cont'd)

During the six months ended June 30, 2011 10,000 options were exercised,  and no
options  expired,  leaving  a  June  30,  2011  outstanding  balance  of  22,500
non-employee  stock options,  exercisable at prices from $0.10 - $0.15 per share
with the option terms expiring from January 2012 through January 2015.

Employee stock options

The Company had no outstanding employee stock options in 2009 or 2010, or during
the six months ended September 30, 2011.


NOTE 7. GOING CONCERN

The Company has  suffered  recurring  losses from  operations  and has a working
capital  deficit  and  stockholders'  deficit,  and in all  likelihood  will  be
required to make significant  future  expenditures in connection with continuing
marketing efforts along with general administrative  expenses.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial  institutions  or others.  By doing so, the Company  hopes to generate
revenues from sales of its alcohol sensing and ignition lock systems. Management
believes that actions presently being taken to obtain additional funding provide
the opportunity for the Company to continue as a going concern.

                                       14
<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.

     On  September  19,  2011  the  Company  acquired  approximately  52% of the
outstanding  shares of  TransBiotec,  Inc.,  ("TBT")  from TBT's  directors,  in
exchange  for  12,416,462  shares  of  the  Company's  common  stock.  TBT  is a
California  Corporation.  Prior to the  acquisition  the Company  had  1,500,000
outstanding shares of common stock.

     The Company is currently acquiring the remaining  outstanding shares of TBT
from the  remaining  TBT  shareholders  in  consideration  for the  issuance  of
11,141,348 additional shares of the Company's common stock.

     As a result of the  acquisition,  TBT's  business is that of the Company's,
and,  unless  otherwise  indicated,  any  references to the Company  include the
business and operations of TBT.

     TBT as the accounting  acquirer in the transaction  recorded the acquistion
as the issuance of stock for the net monetary assets of the Company  accompanied
by a recapitalization. This accounting for the transaction was identical to that
resulting  from  a  reverse  acquisition,  except  that  no  goodwill  or  other
intangible assets were recorded.

     TBT, headquartered in Seal Beach, California,  has developed and patented a
high technology, state-of-the-art transdermal sensor, that detects blood alcohol
levels through a person's  skin.  Ethanol is produced as alcohol is ingested and
metabolized   in  the  body.  The  system  senses   ethanol   excreted   through
perspiration.  A person  places  their  finger on the  sensor,  and  within  5-8
seconds,  the sensor will detect the ethanol level. A signal can then be sent to
output  devices  that  control  the  ignition  in a vehicle  to  prevent it from
starting. The system can also communicate with other devices such as a GPS unit,
or cell phone.

     The TBT  system is  unobtrusive,  accurate,  reliable,  durable,  low cost,
easier to use and faster than the  current  breathalyzer  applications.  TBT has
completed  its beta  testing  of the  sensor  and is  currently  developing  its
manufacturing capability.

     Initially,  TBT  intends to offer its sensor  only for  commercial  vehicle
applications.  Later,  TBT plans to market  its  sensor to the public for use in
automobiles, SUV's, RV's, boats and other vehicles.

      Completion of the Company's acquisition of TBT 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 an audit of TBT's financial statements. There can
be no assurance that the transaction will be consummated.

     The following discussion:

                                       2

<PAGE>

     o    summarizes the Company's plan of operation; and
     o    analyzes TBT's  financial  condition and the results of its operations
          for the the nine months ended September 30, 2011.

     This  discussion  and  analysis  should be read in  conjunction  with TBT's
financial statements included as an exhibit to this report.

Plan of Operation and Capital Requirements
------------------------------------------

     The Company's plan of operations is as follows:

                                                        Projected      Estimated
   Activity                                           Completion Date     Cost
   --------                                           ---------------  ---------

   Develop relationship with initial customers
   willing to work with Company in refining SOBR.
   Will discount price for units sold to customers
   who partner with Company in this phase. Identify
   add-on features that may appeal to customers.
   Complete design of printed circuit boards and
   injection molding tools. Sales target of 500
   units.                                              January 2012    $160,000

   Outsource manufacturing, packaging and shipping.
   Complete joint venture agreement with GPS partner.
   Develop add-on features such as cameras, GPS and
   radio interfaces, and a fingerprint reader which
   would allow the SOBR to determine the driver's
   identity and blood alcohol content at the same
   time. Improve production capability to 1,000
   units per month.                                      March 2012    $185,000

   Improve manufacturing capability to 10,000 units
   per month                                           October 2012    $370,000


     The Company will maintain its research and development  efforts with a goal
of continuously improving the SOBR.

     TBT's  sources and (uses) of funds for the nine months ended  September 30,
2011 and 2010 are shown below:

                                     Nine Months ended September 30,
                                     -------------------------------
                                       2010                2011
                                       ----                ----
Net cash provided by
 (used for) operations              $ (31,890)          $(676,863)

Loans, net of loan repayments       $   4,012           $  13,500


                                       3
<PAGE>

Sale of stock                       $  27,650           $ 636,718

Cash on hand at
 beginning of the period            $     704           $  30,695

     The following table summarizes the Company's and TBT's combined contractual
obligations as of September 30, 2011:

                                  2011         2012       2013         Total
                                  ----         ----       ----         -----

The notes payable, together      $41,500     $62,300     $48,300     $152,100
 with accrued interest

     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonable  likely  to have a  current  or  future  material  effect on its
financial  condition,  changes in financial  condition,  results of  operations,
liquidity or capital resources.

     Other than as  disclosed  above,  the Company  does not know of any trends,
demands,  commitments,  events or  uncertainties  that will  result  in, or that
reasonably likely to result in, the Company's liquidity increasing or decreasing
in any material way.

     Other than as disclosed above, the Company does not know of any significant
changes in its expected sources and uses of cash.

Results of Operations

     The Company was formed in August 2007 and  generated  only limited  revenue
before it effectively  ceased operations in January 2009. TBT was formed in July
2004 and has never generated any revenue.

     Material  changes in TBT's  Statement  of  Operations  for the nine  months
September  30,  2011 as  compared  to the  same  period  in the  prior  year are
discussed below:

                                    Increase (I)
Item                               or Decrease (D)   Reason
----                               ---------------   ------

Professional and Sub Contractor Fee    (I)           Product Development Costs

Research and Product Development       (I)           Purchase of materials

Salary and Wage                        (I)           Hiring two sales
                                                     representatives.

Travel                                 (I)           Travel required in
                                                     connection with the
                                                     acquisition of TransBiotec.

Advertising                            (I)           Web Site design

                                       4
<PAGE>


     On  September  15,  2011 TBT entered  into an  agreement  with  Ventura LLC
("Ventura").  Pursuant to the  agreement,  Ventura  will  receive the  following
shares of the Company's common stock:

          o    842,544  shares for assisting  with the Company's  acquisition of
               its 52% interest in TBT;

          o    842,544  shares when  $250,000 is raised from the sale of 100,000
               shares of the common stock of TBT at $2.50 per share.  All shares
               sold in this  offering will be exchanged for shares of the common
               stock of the  Company  on the  basis of one TBT  share  for 7.726
               shares of the Company's common stock;

          o    842,544 for shares sold by the Company prior to March 31, 2012 to
               investors introduced to the Company by Ventura, provided at least
               $250,000 is raised from such investors prior to March 31, 2012;

          o    842,544  shares for shares sold by the Company prior to March 31,
               2012 to investors introduced to the Company by Ventura,  provided
               an  additional  $500,000 is raised from such  investors  prior to
               March 31, 2012; and

          o    842,544  shares for shares sold by the Company prior to March 31,
               2012 to investors introduced to the Company by Ventura,  provided
               an  additional  $500,000 is raised from such  investors  prior to
               March 31, 2012.

     If the Company raises at least $1,250,000 from investors  introduced to the
Company by Ventura,  the Company  will grant  Ventura  the  exclusive  rights to
Denver,   Douglas  and  Jefferson  counties,   Colorado  for  installations  and
recalibrations of the SOBR system.

     As of September  30, 2011  Ventura has raised  $240,000 and has been issued
100,000 shares of the TransBioTec, Inc. common stock.

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, 2011, 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.


                                       5
<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,
2011, 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.

                                       6
<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 21, 2011                   By: /s/ Charles Bennington
                                        ----------------------------------------
                                        Charles Bennington, Principal Executive,
                                        Financial and Accounting Officer




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