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

                                   FORM 10-K/A
                                  AMENDMENT ONE

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2010

                        Commission File Number 000-54359

                              IN Media Corporation
             (Exact name of Registrant as specified in its charter)




           Nevada                               1711                        20-8644177
(State or Other Jurisdiction of      (Primary Standard Industrial        (I.R.S. Employee
Incorporation or Organization)        Classification Code Number)       Identification No.)

4920 El Camino Real, Suite 100, Los Altos, CA 94022                         408-849-9499
       (Address of principal executive offices)                    (Registrant's telephone number,
                                                                          including area code)


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

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the  registrant  is a  well-known  seasoned  issuer as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S- K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
definitions  of "large  accelerated  filer,"  "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]
(Do not check if a smaller reporting company)

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

As of March 28,  2011,  the  registrant  had  45,562,618  shares of common stock
issued and outstanding. The current market value of our common stock as of March
28, 2011 is $0.17 per share. The aggregate market value of the common stock held
by  non-affiliates,  as of June 30,  2010 was  $13,934,400  based on the closing
price of the common stock of $1.20.

Documents Incorporated by Reference: None

                             AMENDMENT TO FORM 10-K

This  Amended  Annual  Report  on Form  10-K is being  filed  for the  following
purposes:  This  filing  has  been  revised  to  reflect  our  responses  to the
Securities  Exchange Act of 1934 review comments  provided by the Securities and
Exchange  Commission,  including  certain  revisions as follows:  The accounting
treatment of the Company's  convertible  debt which had previously been reported
at its face value of $170,500 and $0 at December 31, 2010 and December 31, 2009,
respectively. As a result of changing circumstances,  including the repayment of
two of the  convertible  notes  ("Notes"),  the  Company now  believes  that the
appropriate  treatment of our convertible debt is defined by ASC 815-15-25 which
recognizes the embedded  derivative  within the convertible  notes issued during
the year ended  December 31, 2010.  The value of the  derivative  was calculated
using a Black  Scholes  model and  amounted to $81,469 and $0 as at December 31,
2010 and 2009,  respectively.  The derivative liability was offset by a matching
discount against  convertible notes and is being expensed as interest expense on
a straight line basis over the lives of the Notes,  which in all cases amount to
nine  months.  The amounts  expensed for the value of the discount for the years
ended December 31, 2010 and 2009 were $41,558 and $0, respectively.

The net loss for the year ended  December 31, 2010 is therefore  re-stated  from
$(869,932)  to  $(1,017,988)  and the net loss per share  remains  unchanged  at
$(0.02).

In Item 9 of our original Form 10-K we previously  reported our conclusion  that
disclosure  controls  and  procedures,   and  internal  control  over  financial
reporting were effective as at the end of the period covered by this report.  As
a result of the need for the  restatement  of financial  statements  reported in
this  Amended Form 10-K/A,  we have  changed our  conclusion  to report that our
disclosure  controls  and  procedures,   and  internal  control  over  financial
reporting were not effective as at the end of the period covered by this amended
report.

The Company has provided  greater depth of information in a number of footnotes,
MDA, and other  sections of the Form 10-K to provide  more  detail,  and clearer
understanding of information  previously reported. The company has also attached
additional Exhibits including the following;

     1.   Numerity licensing and maintenance agreements and amendments

     2.   Numerity service agreement and amendments

     3.   Numerity video library license agreement

     4.   Numerity license to use office agreement

     5.   Numerity revolving credit agreement

     6.   IN TV Independent sales representation agreement

Please note that apart from these revisions, nothing else has been updated.

                                       2

                              IN MEDIA CORPORATION
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            4
Item 1A. Risk Factors                                                        7
Item 1B. Unresolved Staff Comments                                          14
Item 2.  Properties                                                         15
Item 3.  Legal Proceedings                                                  15
Item 4.  Removed and Reserved                                               15

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters           15
Item 6.  Selected Financial Data                                            18
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          18
Item 7A. Quantitative and qualitative disclosures about market risk         20
Item 8.  Financial Statements                                               21
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           32
Item 9A. Controls and Procedures                                            32
Item 9B. Other Information                                                  33

                                    Part III

Item 10. Directors and Executive Officers                                   34
Item 11. Executive Compensation                                             37
Item 12. Security Ownership of Certain Beneficial Owners and Management     41
Item 13. Certain Relationships and Related Transactions                     42
Item 14. Principal Accounting Fees and Services                             43

                                     Part IV

Item 15. Exhibits                                                           44

Signatures                                                                  45

                                       3

 As used in this report,  the terms "we",  "us", "our" and "our company" refer to
IN Media Corporation.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our  disclosure  and analysis in this Current  Report on Form 10-K contains some
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PSLRA").  Certain  of the  matters  discussed
concerning our operations,  cash flows, financial position, economic performance
and  financial  condition,   and  the  effect  of  economic  conditions  include
forward-looking statements.

Statements  that are  predictive in nature,  that depend upon or refer to future
events or conditions  or that include  words such as  "expects,"  "anticipates,"
"intends,"  "plans,"   "believes,"   "estimates"  and  similar  expressions  are
forward-looking statements.  Although we believe that these statements are based
upon reasonable  assumptions,  including projections of orders, sales, operating
margins,  earnings,  cash flow, research and development costs, working capital,
capital  expenditures and other  projections,  they are subject to several risks
and uncertainties.

Investors are cautioned that our  forward-looking  statements are not guarantees
of  future  performance  and the  actual  results  or  developments  may  differ
materially from the expectations expressed in the forward-looking statements.

As for the  forward-looking  statements that relate to future financial  results
and other  projections,  actual  results will be  different  due to the inherent
uncertainty of estimates,  forecasts and projections may be better or worse than
projected. Given these uncertainties, you should not place any reliance on these
forward-looking statements.  These forward-looking statements also represent our
estimates   and   assumptions   only  as  of  the  date  that  they  were  made.
Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from the results  contained in the  forward-looking
statements.  The risks included herein are not exhaustive.  The annual report on
Form 10-K,  the  amendment to the Annual  report on Form 10-K/A,  and  quarterly
reports on Form 10-Q, current reports on Form 8-K and other documents filed with
the SEC include additional factors which could impact our business and financial
performance.  Moreover,  we  operate  in  a  rapidly  changing  and  competitive
environment.  New risk  factors  emerge from time to time and it is not possible
for management to predict all such risk factors.

Except as required by law, we  expressly  disclaim a duty to provide  updates to
these forward-looking  statements,  and the estimates and assumptions associated
with  them,  after the date of this  filing to  reflect  events  or  changes  in
circumstances  or changes  in  expectations  or the  occurrence  of  anticipated
events.

                                     PART I

ITEM 1. BUSINESS

BACKGROUND

IN Media  Corporation  (the "Company") is a Nevada  corporation  incorporated on
March 5, 2007 as Tres Estrellas Enterprises, Inc. ("Tres Estrellas").  Effective
February  3,  2010,  we  changed  our  name to IN  Media  Corporation.  We are a
development  stage company.  On October 30, 2009 ("the  Acquisition  Date"),  we
executed  an  agreement  between  IN Media  Corporation  ("IN  Media")  and Tres
Estrellas whereby IN Media  shareholders  acquired  thirty-three  million,  five
hundred  thousand  (33,500,000)  shares of the Company's  common  stock,  and in
return we  received  all the issued and  outstanding  stock of IN Media,  and IN
Media was merged into Tres Estrellas.  We reported this event on Form 8-K, filed
with the  Securities  and Exchange  Agreement on November 2, 2009. For financial
accounting  purposes,  the acquisition was a reverse merger of our company by IN
Media,  under  the  purchase  method  of  accounting,   and  was  treated  as  a
recapitalization with IN Media as the acquirer. Upon consummation of the merger,
we  adopted  the  business  plan  of IN  Media.  Accordingly,  the  consolidated
statements of operations  include the results of operations of IN Media from its
inception on October 27, 2008 and the results of  operations  of Tres  Estrellas
from the  Acquisition  Date through  December  31, 2010.  Our fiscal year end is
December 31.

With our registered office in Reno,  Nevada,  and principal  executive office in
Los Altos,  CA, we are a  development  stage  company  positioned to exploit the
emerging market for Internet  Protocol  Television  ("IPTV") services for cable,
satellite,  internet, telephony and mobile services. IPTV delivers video content

                                       4

 from public  domain and premium  content  sources  over the internet to consumer
display  devices  ranging from large screen TVs in the home,  to mobile  display
devices such as the I-Phone or I-Pad.  Our goal is to become a global  leader of
IPTV implementation  systems through the design and delivery of a combination of
hardware,  software,  manufacturing and content services at competitive  prices.
Our systems may be offered to communications channel providers, and governmental
organizations,  content owners such as publishers,  movie and video game owners,
and other premium content  databases  providers,  or distributors and re-sellers
who support such  channels to either  complete  their  proprietary  offerings or
provide an all-in-one solution.

TRENDS AND MARKET OPPORTUNITIES

     *    In recent years the  opportunity  for IPTV has been fuelled by various
          factors  including,  but not  limited  to  improvements  in  broadband
          technology and infrastructure and consequent reduced cost,
     *    Growth of mass market adoption of broadband  access  including  mobile
          applications,
     *    Consumer  expectations  and pressure  for video on demand  rather than
          general broadcast distribution which has become increasingly expensive
          and generally poor quality content,
     *    Fragmentation  and  specialization  of content  ownership  encouraging
          content  owners  to make  their  content  available  by  subscription,
          advertising sponsorship, or as a message delivery medium.

These trends have taken place in the North American market,  but even more so in
developing  countries  around  the  world.  According  to  EMARKETER,  the total
worldwide  broadband  subscriber  base is  expected  grow  to  over  500,000,000
subscribers by 2011,  and each broadband  subscriber is a potential IPTV viewer.
Although we have focused our efforts on  developing  business  opportunities  in
China,  the demand is universal,  and in September and October 2010, we received
purchase  orders for  approximately  $1 million  and $4 million of our  hardware
products  from Sri Lanka  and  India,  respectively.  As a result of our lack of
financial  resources and inability to secure credit terms from our  sub-contract
manufacturer  we have  not yet  managed  to  solve  the  problems  of  financing
production of the inventory that we need to fulfill these orders,  and the order
from  India  has  subsequently  lapsed.  We are  continuing  to  explore  credit
arrangements  with our sub-contract  manaufacturer to finance  production of the
order for Sri Lanka, and hope, although we cannot guarantee,  to move beyond our
development stage into an operational stage within the next two quarters.

PRODUCTS

We offer our  customers  fully  integrated  plug-and-play  solutions  comprising
hardware devices,  operating software, and access to a library of video content.
As of December 31, 2010,  we are currently  offering a choice of three  hardware
devices:

IPTV SET TOP  BOX(IPSTB):  The IPSTB enables a user to access video contant such
as movies,  videos,  games, and eductational or other promotional content simply
connecting  the IPSTB to ethernet  cable from a home  Internet  source such as a
modem on one side to a Hi Definition TV set, or other convenient  display on the
other.  Once  connected,  the user gains  access to the  internet  content  like
YouTube,  Yahoo, Google or premium  distribution sites like NetFlix which stream
video over the internet.

TABLET PC : Our Tablet PC, offered in both 7 inch or 10 inch screen models works
in exactly the same way as our IPSTB  enabling the user to access video over the
internet,  however,  because  the  display  and the STB  functionality  are both
integrated into the device,  the Tablet PC can also be used as a regular browser
for web surfing and other internet enabled  functions like checking  emails,  or
making phone calls, in the same way as a consumer might use an Apple iPad.

PREMIUM VIDEO CONTENT:  Numerity Corporation owns the rights to over 4,000 video
titles  and,  as an  inducement  to enter  into the  Licensing  and  Maintenance
Agreement,  agreed  to allow  IN  Media,  without  charge,  to make the  content
available  to IN  Media's  customers,  either as a direct  revenue  subscription
service,  or as  part of a  purchased  bundled  hardware  system.  This  library
includes  digital  master files of old movies,  concerts,  speeches,  and sports
events  which can be  downloaded  over the  internet  by  consumers  who wish to
subscribe to our content  service.  We are currently  designing and setting up a
web based server to distribute selected content on-line to subscribers among our
future  installed  base of customers who purchase our set top box.  Although our
launch  and  ramp-up of  hardware  sales has been  delayed by limited  financial
resources,  we believe  we may also have an  opportunity  to sell video  content
subscriptions to consumers and third party distributors through our web site. We
will  elaborate on these rights in future  filings.Subsequently,  as of December
31, 2010, the Company entered into a formal agreement with Numerity  documenting
this arrangement.

                                       5

 DEVELOPMENT STAGE OPERATIONS

To date, we have built our business by focusing on outsourcing to an experienced
and well  established  third  party  provider  to  reduce  the  risk of  product
development problems and delays, market and employee  acquisition,  and up-front
cash flow.  This  provider has been  responsible  for designing our products and
operating software, QA testing,  customer  demonstration and evaluation support,
as well as market analysis,  channel development and sales promotion.  They also
provide  general  and  operational  support,  such  that we  have  no full  time
employees,  or full time employee equivalents on our own books. By adopting this
approach,  we have managed to develop,  test, and bring to market three distinct
product  offerings  in the  highly  competitive  global  market  for IP TV for a
cumulative cost of less than $2.0 million. This provider,  Numerity Corporation,
is owned and controlled by Mr. Karnick,  one of our shareholders,  directors and
officers,   and  provides  contract   executive,   administration  and  business
development  services (the "Service  Agreement") in return for contract  service
fees of $40,000 per month.  On July 1, 2010, the Company and Numerity  agreed to
amend that Service Agreement such that the next $330,000 of service fees payable
would be  waived  by  Numerity,  and the  corresponding  fees  would be  payable
directly to  Numerity's  sub-contractors,  either in cash or common stock at the
option of the Company.  Additionally,  the parties  agreed to extend  credit for
contract service fees due to Numerity on a rolling  quarterly basis,  subject to
mutual agreement.  Subsequently, as of January 1, 2011, the Company and Numerity
agreed to discontinue  contract service charges,  and instead have Numerity bill
the  Company  for the  actual  cost of any goods or  services  provided  wholly,
exclusively and necessarily for the benefit of the Company.  The amendments were
additionally both authorized by Mr. Danny Mabey, a board director.

Additionally we license our engineering  technology,  IP and set top box designs
(the "Licensing and Maintenance  Agreement")  from Numerity and we are committed
to pay  maintenance  and royalties of $415,000 per annum.  On July 1, 2010,  the
Company  agreed to amend that  licensing  agreement to provide a deferral of any
further  maintenance  dues,  and an extension of credit until three months after
first  commercial  shipment.  The  amendment to the  Licensing  and  Maintenance
Agreement  was  additionally  authorized  for the Company by Mr. Danny Mabey,  a
board director.

One of our shareholders,  Guifeng Qui, who owns  approximately 13 million shares
of  restricted  common  stock,  has  a  controlling   interest  in  the  Chinese
distributor  who we have appointed to represent us in developing our business in
China.  The  Agreement  with this  distributor  provides  that we will receive a
margin  of $20 on each  unit of  set-top  box  sold  through  that  distribution
channel,  and an additional $5 per month per subscriber for content distribution
contracts  using our content library of over four thousand  titles.  At the same
time,  we have  been  working  with  distribution  channels  in China  and other
international  markets to demonstrate  and prove our products and the integrated
platform offering complete with software and content.

In September and October 2010, we received  purchase orders for approximately $1
million  and $4  million  of our  hardware  products  from Sri Lanka and  India,
respectively.  As a result of our lack of financial  resources  and inability to
secure credit terms from our  sub-contract  manufacturer we have not yet managed
to solve the problems of financing  production of the inventory  that we need to
fulfill these orders, and the order from India has subsequently  lapsed. We will
not be able to  fulfill  the Sri  Lanka  or  accept  other  orders  until we can
establish  additional  funding  to open  letters of  credit,  or place  security
deposits  with our contract  manufacturer,  and we are  currently  exploring all
financing  options.  We  estimate  that we may need to raise  in the  region  of
$500,000  to secure the first  delivery  under  these  orders.  While we have no
tangible  assets as  collateral  to support debt  financing,  we believe we have
significant  intangible  value,  including  the  licensed IP rights to our fully
operational IPTV products and systems, an established international distribution
channel for our products,  and a purchase order from a potential customer.  This
customer  has  agreed  to work  with us while we seek  and  negotiate  financing
arrangements to fund these orders,  however,  as a result of the delay, they are
asking us to upgrade or customize certain features to remain at the forefront of
the competitive market by the time we actually ship the products ordered.  If we
are unable to secure  financing  for  production  and delivery of this  purchase
order within a reasonable  period of time we face the risk that the order may be
cancelled or diverted to other providers of IP TV equipment.

The  ability of the Company to emerge from the  development  stage is  dependent
upon,  among other  things,  obtaining  additional  financing  to  purchase  the
inventory  required  to fulfill  current  purchase  order  commitments,  to make
on-account  payments to vendors,  and to service its current  debt  obligations.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       6

 THE COMPETITION AND COMPETITIVE ADVANTAGE

The  competitive  landscape  for IPTV  services  is very  crowded  as the market
potential  is very large.  The key players will be the  platform  providers  who
control  access to telephony,  television,  internet and content for  consumers.
However,  new players like  Microsoft,  Apple,  Amazon,  and the major Hollywood
studios  are moving  forward on their own  solutions  to  monetize  content  and
services over the internet.  Key hardware vendors like Motorola,  Cisco,  Intel,
etc.  are also  potential  competitors  for set-top box  solutions  as they have
previously established relationships with the platform providers.

Although our  competitors  have strong brands and  significant  engineering  and
marketing budgets we believe that we will have an opportunity to compete because
we have outsourced our manufacturing and distribution function in China to local
partners  who know and operate in the Chinese  market  where our cost is low and
the power of established US brands may not be so powerful. Since we already have
a fully functional  product offering and have established local  distribution we
believe our market  offering in China is fully  competitive  with solutions from
our competitors.

EMPLOYEES

We  outsource  our  employees;  consequently,  we have access to the services of
approximately 10 contract employees including 1 executive and administration,  1
in business development, with the balance working in engineering.

                       WHERE YOU CAN FIND MORE INFORMATION

We will make  available  free of charge any of our filings as soon as reasonably
practicable  after we  electronically  file these  materials  with, or otherwise
furnish them to, the  Securities  and Exchange  Commission  ("SEC").  We are not
including the information  contained in our website as part of, or incorporating
it by reference into, this report on Form 10-K.

The  public  may read and copy any  materials  we file with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington,  D.C. 20002. The public
may obtain  information on the operation of the Public Reference Room by calling
the SEC at  1-800-SEC-0330.  The SEC  maintains an Internet  site that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file electronically with the SEC at (http://www.sec.gov).

ITEM 1A. RISK FACTORS

AN  INVESTMENT  IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED
IN THIS PROSPECTUS  BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

If any of the following  risks,  or any other risks not described  below because
they are currently  unknown to us or we currently deem such risks as immaterial,
but they later become material, actually occurs, it is likely that our business,
financial  condition,  and  operating  results could be seriously  harmed.  As a
result,  the trading  price of our Common Stock could decline and you could lose
part or all of your investment.

MINIMAL OPERATING HISTORY AND NO REVENUE MEANS THAT IT IS DIFFICULT TO DETERMINE
WHEN, IF AT ALL, WE WILL EVER BE PROFITABLE,  AND PROVIDE A RETURN TO INVESTORS.

Prior to the merger we had a minimal  operating  history and have  generated  no
revenues or earnings from operations. We have no significant assets or financial
resources.  We will,  in all  likelihood,  sustain  operating  expenses  without
corresponding  revenues,  at least until we begin selling our product. This will
result in us incurring a net  operating  loss which will  increase  continuously
until we can generate  sufficient  revenue.  There is no  assurance  that we can
generate or sustain profitable operations.

THE  REPORT  OF OUR  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM  CONTAINS
EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN

The  independent   auditor's  report  on  our  financial   statements   contains
explanatory language that substantial doubt exists about our ability to continue
as a going  concern,  specifically  in Note 2 to the financial  statements.  The
report states that we had accumulated a loss from operations of $1.8 million and
have earned no revenues since inception,  and our liabilities  exceed our assets

                                       7

 by over $1.0  million.  Management  intends  to fund its  continuing  operations
through strict expense  management and control,  a combination of equity or debt
financing  arrangements,  reliance on third party  contractors to avoid the need
for capital  expenditure or commitment to fixed  overhead,  and extended  credit
from suppliers and related parties, all of which may be insufficient to fund our
capital  expenditures,  working capital and other cash requirements for the year
ending December 31, 2011. If we are unable to obtain sufficient financing in the
near term or achieve profitability, then we would, in all likelihood, experience
severe liquidity problems and may have to curtail our operations.  If we curtail
our  operations,  we may be placed into bankruptcy or undergo  liquidation,  the
result of which will adversely affect the value of our common shares.

SPECULATIVE  NATURE  OF THE  COMPANY'S  PROPOSED  OPERATIONS  MEANS  THAT  IT IS
DIFFICULT TO DETERMINE  WHEN, IF AT ALL, OUR BUSINESS MODEL WILL BE ACCEEPTED BY
THE MARKET, AND ENABLE US TO EARN PROFITS AND PROVIDE A RETURN TO INVESTORS.

The success of our proposed  plan of operation  will depend to a great extent on
the  operations,  financial  condition  and  management  of the Company.  In the
immediate  future we will spend most of our resources,  efforts and expenditures
in two  primary  areas:  1) The  securing of key  customers  in China and 2) the
development  of our  IPTV  set top  box.  We have  generated  no  revenue  since
inception due to the fact that we have not yet made any commercial  shipments of
our products. The success of our operations will be dependent upon acceptance of
our product and numerous  other factors beyond our control,  including,  but not
limited to development of our sales channels,  competitive  features and pricing
compared to our  competitors  in a dynamic and  evolving  market,  the impact of
economic  and  political  instability  on  consumer  spending  habits,  consumer
awareness  of IP TV and  interest in  available  libraries  of content,  and our
ability to finance and manage  production and  distribution  of inventories  for
resale. Additionally,  even if we succeed in winning orders for our products, we
may not be able to finance the  building of the  inventory  necessary to fulfill
such orders on acceptable terms, or on any terms at all.

REPORTING  REQUIREMENTS MAY UTILIZE A SUBSTANTIAL PORTION OF OUR CASH AND REDUCE
THE  PERIOD OF TIME WE CAN  SURVIVE  ON OUR  AVAILABLE  CASH  RESERVES  PRIOR TO
GENERATING REVENUE.

We will incur ongoing costs and expenses for SEC reporting and compliance. To be
eligible  for  quotation  on the OTCBB,  issuers  must  remain  current in their
filings with the SEC.  Market Makers are not  permitted to begin  quotation of a
security whose issuer does not meet this filing requirement.  Securities already
quoted on the OTCBB that become  delinquent  in their  required  filings will be
removed  following  a 30 day  grace  period if they do not make  their  required
filing during that time. In order for us to remain in compliance we will require
future  revenues  to cover the cost of these  filings,  which  could  comprise a
substantial portion of our available cash resources.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF THE COMPANY'S SECURITIES AND THEREBY MAKE IT HARD FOR INVESTORS TO SELL THEIR
SHARES AT THE TIME AND PRICES THEY MIGHT OTHERWISE EXPECT.

We are a "penny  stock"  company.  We are subject to a  Securities  and Exchange
Commission   rule  that  imposes  special  sales  practice   requirements   upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer must make a special suitability determination of the purchaser and
receive the purchaser's  written agreement to the transaction prior to the sale.
Effectively,  this  discourages  broker-dealers  from executing  trades in penny
stocks.  Consequently,  the rule will affect the ability of  purchasers  in this
offering to sell their  securities in any market that might develop,  because it
imposes additional regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, and 15g-9 under the Securities and Exchange Act of
1934, as amended.  Because our securities  constitute  "penny stocks" within the
meaning of the rules,  the rules  would apply to us and to our  securities.  The
rules  will  further  affect  the  ability  of owners  of  shares to sell  their
securities in a market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.

                                       8

 Shareholders  should be aware that,  according  to the  Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the  security  by one or a few  broker-dealers  that are often
related  to  the  promoter  or  issuer;  (ii)  manipulation  of  prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) "boiler room" practices  involving  high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been  manipulated to a desired level,  leaving  investors with
losses. Our management is aware of the abuses that have occurred historically in
the penny stock market. Although we do not expect to be in a position to dictate
the behavior of the market or of  broker-dealers  who participate in the market,
management  will strive within the confines of practical  limitations to prevent
the  described  patterns  from being  established  with respect to the Company's
securities.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK
PRICE AS AN  INCREASE  IN  SUPPLY  OF SHARES  FOR  SALE,  WITH NO  CORRESPONDING
INCREASE IN DEMAND WILL CAUSE PRICES TO FALL.

All of the  outstanding  shares of common  stock held by the  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. Rule 144 provides in essence that a person who is an affiliate
or officer or director who has held  restricted  securities  for six months may,
under certain conditions, sell every three months, in brokerage transactions,  a
number of  shares  that  does not  exceed  the  greater  of 1.0% of a  Company's
outstanding  common  stock.  There  is no  limit  on the  amount  of  restricted
securities  that may be sold by a  non-affiliate  after  the  owner has held the
restricted  securities  for a period of six months if the  company is a current,
reporting  company  under the 1934 Act. A sale under Rule 144 or under any other
exemption from the Act, if available,  or pursuant to subsequent registration of
shares of common stock of present  stockholders,  may have a  depressive  effect
upon the price of the common stock in any market that may develop.  In addition,
if we are deemed a shell  company  pursuant to Section  12(b)-2 of the Act,  our
"restricted securities",  whether held by affiliates or non-affiliates,  may not
be  re-sold  for a period of 12 months  following  the filing of a Form 10 level
disclosure or registration pursuant to the Act.

FUTURE ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS  INCLUDING WORKING CAPITAL
AND OPERATING EXPENSES WILL INCREASE THE NUMBER OF SHARES OUTSTANDING WHICH WILL
DILUTE  EXISTING  INVESTORS  AND MAY HAVE A DEPRESSIVE  EFFECT ON THE  COMPANY'S
STOCK PRICE.

There may be  substantial  dilution  to our  shareholders  purchasing  in future
offerings as a result of future  decisions of the Board to issue shares  without
shareholder approval for cash, services, or acquisitions.

THEIR MAY IN ALL  LIKLIHOOD BE LITTLE  DEMAND FOR SHARES OF OUR COMMON STOCK AND
AS A RESULT  INVESTORS  MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF
THEY NEED TO LIQUIDATE THEIR INVESTMENT.

There may be little  demand for shares of our common  stock on the OTC  Bulletin
Board,  or Pink  Sheet,  meaning  that  the  number  of  persons  interested  in
purchasing  our  common  shares at or near ask  prices at any given  time may be
relatively small or non-existent.  This situation is attributable to a number of
factors,  including  the fact  that it is a small  company  which is  relatively
unknown to stock analysts, stock brokers,  institutional investors and others in
the investment  community that generate or influence sales volume, and that even
if the  Company  came  to  the  attention  of  such  persons,  they  tend  to be
risk-averse  and would be reluctant to follow an unproven,  early stage  company
such as ours or  purchase or  recommend  the  purchase of any of our  Securities
until such time as it became more seasoned and viable.  As a consequence,  there
may be periods of several  days or more when trading  activity in the  Company's
securities is minimal or  non-existent,  as compared to a seasoned  issuer which
has a large and steady volume of trading  activity that will  generally  support
continuous  sales without an adverse effect on the securities  price.  We cannot
give investors any assurance that a broader or more active public trading market
for the Company's  common  securities will develop or be sustained,  or that any
trading levels will be sustained. Due to these conditions, we can give investors
no  assurance  that they will be able to sell their shares at or near ask prices
or at all if they need money or otherwise  desire to liquidate their  securities
of the Company.

                                       9

 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 OPERATING RESULTS.

It may be time  consuming,  difficult and costly for us to develop and implement
the additional internal controls, processes and reporting procedures required by
the  Sarbanes-Oxley  Act. We may need to hire  additional  financial  reporting,
internal  auditing  and other  finance  staff in order to develop and  implement
appropriate additional internal controls, processes and reporting procedures. If
we are unable to comply with these  requirements of the  Sarbanes-Oxley  Act, we
may not be able to obtain the  independent  accountant  certifications  that the
Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the  requirements of Section 404 of
the Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material  weaknesses  in our internal  controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause  investors to lose  confidence in our reported  financial  information and
have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the  Sarbanes-Oxley  Act and current SEC regulations,
we  are  required  to  prepare  assessments  regarding  internal  controls  over
financial  reporting  and  furnish a report by our  management  on our  internal
control over financial  reporting.  Failure to achieve and maintain an effective
internal control  environment or complete our Section 404  certifications  could
have a material adverse effect on our stock price.

In addition,  in connection with our on-going assessment of the effectiveness of
our  internal  control  over  financial  reporting,  we may  discover  "material
weaknesses" in our internal controls as defined in standards  established by the
Public Company Accounting  Oversight Board, or the PCAOB. A material weakness is
a significant  deficiency,  or  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
PCAOB defines "significant deficiency" as a deficiency that results in more than
a remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.

In the event that a material  weakness is identified,  we will employ  qualified
personnel  and adopt and  implement  policies  and  procedures  to  address  any
material  weaknesses  that we identify.  However,  the process of designing  and
implementing effective internal controls is a continuous effort that requires us
to  anticipate  and  react to  changes  in our  business  and the  economic  and
regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting  obligations as a
public  company.  We  cannot  assure  you that the  measures  we will  take will
remediate any material weaknesses that we may identify or that we will implement
and maintain  adequate  controls over our financial process and reporting in the
future.

Any failure to complete our  assessment of our internal  control over  financial
reporting,  to  remediate  any  material  weaknesses  that we may identify or to
implement  new or  improved  controls,  or  difficulties  encountered  in  their
implementation,  could harm our operating results,  cause us to fail to meet our
reporting  obligations  or result in  material  misstatements  in our  financial
statements.  Any such  failure  could also  adversely  affect the results of the
periodic  management  evaluations of our internal controls and, in the case of a
failure  to  remediate  any  material  weaknesses  that we may  identify,  would
adversely  affect  the  annual  auditor   attestation   reports   regarding  the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley  Act. Inadequate internal controls could
also cause investors to lose confidence in our reported  financial  information,
which could have a negative effect on the trading price of our common stock.

The systems of internal  controls  and  procedures  that we have  developed  and
implemented to date are adequate in a business that has no revenue, few purchase
and expense  transactions,  and little in the way of tangible assets and working
capital.  However,  the  reliance  on third  party  sub-contractors  and lack of
employees  makes it  difficult  to ensure  segregation  of key  duties,  provide
multiple levels of review,  and ensure that specified  checks and balances exist
and are enforced and acted upon where necessary.  The current transaction volume
and limited  transaction  channels  mean that  operating  management,  financial
management,   and  the  independent  board  member  and  auditor  can,  and  do,
efficiently  perform a very extensive and detailed  transaction review to ensure
compliance  with the Company's  established  procedures  and  controls.  When we
secure  purchase  orders  and start  purchasing  product  from our  sub-contract
manufacturers,  shipping product to our customers,  collecting receivables,  and
paying our vendors we will need to apply  significantly  more  resources  to the
management of our controls and procedures  and to ensure and continue  effective

                                       10

 compliance.  If our business grows  rapidly,  we may not be able to keep up with
recruiting and training personnel, and enhancing our systems of internal control
in line with the growth in transaction  volumes and compliance risks which could
result in loss of assets,  profit, and ability to manage the daily operations of
our Company

CERTAIN NEVADA  CORPORATION LAW PROVISIONS  COULD PREVENT A POTENTIAL  TAKEOVER,
WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

We are  incorporated  in the  State of  Nevada.  Certain  provisions  of  Nevada
corporation  law could  adversely  affect the market price of our common  stock.
Because  Nevada  corporation  law  requires  board  approval  of  a  transaction
involving a change in our  control,  it would be more  difficult  for someone to
acquire  control of us. Nevada  corporate law also  discourages  proxy  contests
making it more difficult for you and other shareholders to elect directors other
than the candidate or candidates nominated by our board of directors

THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS
AS A RELATIVELY  UNKNOWN  COMPANY WITH A SMALL AND THINLY  TRADED  PUBLIC FLOAT,
LIMITED  OPERATING  HISTORY  AND  LACK  OF  PROFITS  WHICH  COULD  LEAD  TO WIDE
FLUCTUATIONS  IN OUR SHARE  PRICE.  THE PRICE AT WHICH YOU  PURCHASE  OUR COMMON
SHARES  MAY NOT BE  INDICATIVE  OF THE PRICE THAT WILL  PREVAIL  IN THE  TRADING
MARKET.  YOU MAY BE UNABLE TO SELL YOUR COMMON  SHARES AT OR ABOVE YOUR PURCHASE
PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

The  market  for  our  common  shares  is  characterized  by  significant  price
volatility when compared to seasoned issuers, and we expect that our share price
will  continue to be more  volatile  than a seasoned  issuer for the  indefinite
future.  The  volatility  in our  share  price is  attributable  to a number  of
factors.  First, as noted above,  our common shares are  sporadically and thinly
traded.  As a consequence  of this lack of liquidity,  the trading of relatively
small quantities of shares by our shareholders may disproportionately  influence
the price of those shares in either  direction.  The price for our shares could,
for  example,  decline  precipitously  in the event  that a large  number of our
common shares are sold on the market without commensurate demand, as compared to
a seasoned  issuer which could better absorb those sales without  adverse impact
on its share price.  Secondly, we are a speculative or "risky" investment due to
our limited operating  history and lack of profits to date,  shortage of working
capital, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more  risk-adverse  investors may, under
the fear of losing all or most of their investment in the event of negative news
or lack of  progress,  be more  inclined to sell their shares on the market more
quickly  and at  greater  discounts  than  would be the case with the stock of a
seasoned  issuer.  Many of these factors are beyond our control and may decrease
the market price of our common shares,  regardless of our operating performance.
We cannot make any  predictions or projections as to what the prevailing  market
price for our common  shares  will be at any time,  including  as to whether our
common  shares will sustain their current  market  prices,  or as to what effect
that the sale of shares or the  availability  of common  shares  for sale at any
time will have on the prevailing market price.

VOLATILITY  IN OUR COMMON SHARE PRICE MAY SUBJECT US TO  SECURITIES  LITIGATION,
THEREBY  DIVERTING  OUR  RESOURCES  THAT  MAY  HAVE  A  MATERIAL  EFFECT  ON OUR
PROFITABILITY AND RESULTS OF OPERATIONS.

As discussed in the preceding  risk factor,  the market for our common shares is
characterized by significant price volatility when compared to seasoned issuers,
and we expect that our share  price will  continue  to be more  volatile  than a
seasoned issuer for the indefinite  future.  In the past,  plaintiffs have often
initiated securities class action litigation against a company following periods
of volatility in the market price of its securities. We may in the future be the
target of similar litigation.  Securities litigation could result in substantial
costs and liabilities and could divert management's attention and resources.

WE DO NOT HAVE  KEY MAN  INSURANCE  ON OUR CEO AND CFO,  ON WHOM WE RELY FOR THE
MANAGEMENT  OF OUR BUSINESS AND IT MAY BE DIFFICULT,  OR TIME  CONSUMING TO FIND
SUITABLE REPLACEMENTS WHICH COULD LEAD TO LOSS OF BUSINESS MOMENTUM.

We depend,  to a large extent, on the abilities and participation of our current
management team, but have a particular reliance upon Nitin Karnik, the Company's
Chief  Executive  Officer and Simon  Westbrook,  our Company's  Chief  Financial

                                       11

 Officer.  The loss of the  services of Nitin Karnik or Simon  Westbrook  for any
reason may have a material  adverse  effect on our  business and  prospects.  We
cannot  assure you that their  services  will continue to be available to us, or
that we will be able to find a suitable  replacement  for either of them.  We do
not carry key man life insurance for any key personnel.

WE MAY NOT BE ABLE TO HIRE AND RETAIN QUALIFIED  PERSONNEL TO SUPPORT OUR GROWTH
AND IF WE ARE UNABLE TO RETAIN OR HIRE SUCH PERSONNEL IN THE FUTURE, OUR ABILITY
TO IMPROVE OUR PRODUCTS AND IMPLEMENT OUR BUSINESS OBJECTIVES COULD BE ADVERSELY
AFFECTED.

If one or more of our senior  executives  or other key  personnel  are unable or
unwilling to continue in their present positions,  we may not be able to replace
them easily or at all,  and our  business  may be  disrupted  and our  financial
condition and results of operations  may be materially  and adversely  affected.
Competition for senior  management and senior  technology  personnel is intense,
the pool of  qualified  candidates  is very  limited,  and we may not be able to
retain the services of our senior executives or senior technology personnel,  or
attract and retain high-quality senior executives or senior technology personnel
in the future.  Considering  our current cash position,  we do not have adequate
cash  resources  to hire  and  retain  key  personnel  should  we fail to  raise
additional  funding or generate  cash flow from  operations.  Such failure could
materially and adversely affect our future growth and financial condition.

WE HAVE ISSUED  CONVERTIBLE  NOTES WHICH COME DUE FOR  CONVERSION  OR  REPAYMENT
BASED ON A VARIABLE  AVERAGE  SHARE  PRICE AT THAT TIME,  AND  SHAREHOLDERS  MAY
SUFFER SIGNIFICANT DILUTION IF OUR STOCK PRICE IS THEN LOW.

On June 8, July 27, and November 17, 2010, the Company issued  Convertible Notes
in the principal amounts of $100,000,  $53,000, and $47,500 due for repayment on
March 8, 2011,  April 29,  2011,  and July 17, 2011  respectively,  all carrying
interest at 8% per annum. The Notes can be converted at the noteholder's  option
any time after six months from the  issuance  date based on 62.5% of the average
of the  lowest  three  closing  bid  prices  over  the ten  days  preceding  the
conversion date. We have, at times,  experienced  considerable volatility in our
share  price and if the share  price  falls in advance of the  conversion  date,
investors  could suffer  significant  dilution when the notes are converted into
shares of common stock.

WE ARE RESPONSIBLE FOR THE  INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS AND IN
THE EVENT OF CLAIMS NOT COVERED BY OUR DIRECTORS AND OFFICERS INSURANCE,  WE MAY
HAVE TO SPEND OUR LIMITED  RESOURCES ON LEGAL FEES  DIVERTING  CASH FROM FUNDING
BUSINESS OPERATING EXPENSES AND WORKING CAPITAL.

Our  Bylaws  provide  for  the  indemnification  of  our  directors,   officers,
employees,  and agents, under certain circumstances,  against costs and expenses
incurred by them in any  litigation  to which they become a party  arising  from
their  association  with or  activities on our behalf.  Consequently,  we may be
required to expend substantial funds to satisfy these indemnity obligations.

THE COMPANY IS PLANNING ON DOING A  SIGNIFICANT  PORTION OF ITS  BUSINESS IN THE
PEOPLE'S  REPUBLIC OF CHINA  ("PRC").  GIVEN A HISTORY OF POLITICAL AND ECONOMIC
INSTABILITY,  IT IS POSSIBLE THAT  MEASURES  BEYOND OUR CONTROL COULD AFFECT OUR
OWNERSHIP OF ASSETS,  ABILITY TO DO  BUSINESS,  ACQUIRE  NECESSARY  LICENSES AND
PERMITS,  COMPLY WITH IMPORT LEGISLATION AND DUTIES,  REMIT PROFITS, OR IN OTHER
WAYS ADVERSELY AFFECT OUR PROFFITABILITY,  OR ABILITY TO CONTINUE TO DO BUSINESS
IN THIS MARKET.

The PRC is passing  from a planned  economy  to a market  economy.  The  Chinese
government has confirmed that economic development will follow a model of market
economy under  socialism.  While the PRC government has pursued economic reforms
since its adoption of the  open-door  policy in 1978, a large portion of the PRC
economy is still  operating under five-year plans and annual state plans adopted
by the government that set down national  economic  development  goals.  Through
these plans and other economic  measures,  such as control on foreign  exchange,
taxation and  restrictions  on foreign  participation  in the domestic market of
various  industries,  the PRC government exerts considerable direct and indirect
influence on the  economy.  Many of the economic  reforms are  unprecedented  or
experimental  for the  PRC  government,  and  are  expected  to be  refined  and
improved. Other political,  economic and social factors can also lead to further
re-adjustment of such reforms.  This refining and re-adjustment  process may not

                                       12

 necessarily  have  a  positive  effect  on our  operations  or  future  business
development.  Our operating results may be adversely  affected by changes in the
PRC's  economic and social  conditions  as well as by changes in the policies of
the PRC government, which we may not be able to foresee, such as changes in laws
and regulations (or the official interpretation thereof),  measures which may be
introduced to control inflation,  changes in the rate or method of taxation, and
imposition of additional restrictions on currency conversion.

THE RECENT NATURE AND UNCERTAIN  APPLICATION  OF MANY PRC LAWS  APPLICABLE TO US
CREATE AN UNCERTAIN AND POTENTIALLY  ADVERSE ENVIRONMENT FOR BUSINESS OPERATIONS
AND THEY  COULD  HAVE A  NEGATIVE  EFFECT ON OUR  ABILITY  TO SELL OUR  PRODUCTS
PROFITABLY IN THE PRC MARKET.

The PRC legal system is a civil law system.  Unlike the common law system,  such
as the legal system used in the United States,  the civil law system is based on
written  statutes in which decided legal cases have little value as  precedents.
In 1979,  the PRC began to  promulgate  a  comprehensive  system of laws and has
since  introduced  many laws and  regulations  to provide  general  guidance  on
economic and business  practices in the PRC and to regulate foreign  investment.
Progress has been made in the promulgation of laws and regulations  dealing with
economic  matters  such  as  corporate  organization  and  governance,   foreign
investment,  commerce, taxation and trade. The promulgation of new laws, changes
of existing laws and the abrogation of local  regulations by national laws could
have a negative impact on our business and business prospects.  In addition,  as
these laws,  regulations and legal  requirements  are relatively  recent,  their
interpretation and enforcement involve significant uncertainty.

IF  RELATIONS  BETWEEN  THE  UNITED  STATES  AND  CHINA  WORSEN,  INVESTORS  MAY
ANTICIPATE FUTURE ECONOMIC TRADE  RESTRICTIONS OR OTHER  DIFFICULTIES AND DECIDE
TO SELL OR AVOID BUYING SHARES OF COMPANIES  OPERATING IN PRC. THIS WOULD LIKELY
LEAD TO A DECLINE IN OUR STOCK PRICE AND WE MAY HAVE  DIFFICULTY  ACCESSING  THE
U.S. CAPITAL MARKETS.

At various  times  during  recent  years,  the United  States and China have had
disagreements over political and economic issues. Controversies may arise in the
future between these two countries. Any political or trade controversies between
the  United  States and China  could  adversely  affect the market  price of our
common stock and our ability to access U.S. capital markets.

GOVERNMENTAL  CONTROL OF  CURRENCY  CONVERSION  MAY  AFFECT THE DOLLAR  VALUE OF
REVENUES EARNED IN PRC, AND THE REALISED VALUE OF REMITTANCES WHICH COULD REDUCE
THE PROFITABILITY OF OUR BUSINESS AND THE VALUE OF YOUR INVESTMENT.

The PRC government  imposes controls on the  convertibility  of RMB ("RMB") into
foreign  currencies and, in certain cases, the remittance of currency out of the
PRC. Currently,  the RMB is not a freely convertible currency.  Shortages in the
availability  of foreign  currency may restrict our ability to remit  sufficient
foreign  currency  to pay  dividends,  or  otherwise  satisfy  foreign  currency
denominated  obligations.  Under  existing  PRC  foreign  exchange  regulations,
payments of current  account items,  including  profit  distributions,  interest
payments  and  expenditures  from  the  transaction,  can  be  made  in  foreign
currencies  without prior approval from the PRC State  Administration of Foreign
Exchange by complying with certain procedural  requirements.  However,  approval
from  appropriate  governmental  authorities  is  required  where  RMB  is to be
converted  into  foreign  currency  and  remitted  out of China  to pay  capital
expenses  such  as  the  repayment  of  loans  and  corporate  debt  obligations
denominated in foreign currencies.

The PRC government may also at its discretion  restrict  access in the future to
foreign  currencies for current account  transactions.  If the foreign  exchange
control system prevents us from obtaining sufficient foreign currency to satisfy
our currency demands,  we may not be able to pay certain of our expenses as they
come due.

THE  FLUCTUATION  OF THE RMB ("RMB") MAY  MATERIALLY  AND  ADVERSELY  AFFECT THE
DOLLAR VALUE OF REVENUES  EARNED IN PRC, AND THE REALISED  VALUE OF  REMITTANCES
WHICH  COULD  REDUCE THE  PROFITABILITY  OF OUR  BUSINESS  AND THE VALUE OF YOUR
INVESTMENT.

The value of the RMB against the U.S. dollar and other  currencies may fluctuate
and is affected  by,  among other  things,  changes in the PRC's  political  and
economic conditions.  Any significant  revaluation of the RMB may materially and
adversely affect our cash flows, revenues and financial condition.  For example,
to the extent that we need to convert U.S.  dollars into RMB for our operations,
appreciation  of the RMB against the U.S.  dollar could have a material  adverse
effect on our business, financial condition and results of operations.

                                       13

 Conversely,  if we decide to  convert  our RMB into U.S.  dollars  for  business
purposes  and the U.S.  dollar  appreciates  against  the RMB,  the U.S.  dollar
equivalent of the RMB we convert would be reduced. Any significant evaluation of
RMB may reduce  our  operation  costs in U.S.  dollars  but may also  reduce our
earnings in U.S.  dollars.  In addition,  the  depreciation of significant  U.S.
dollar denominated assets could result in a charge to our income statement and a
reduction in the value of these assets.

Commencing  from July 21, 2005,  China has adopted a managed  floating  exchange
rate  regime  based on market  demand and supply with  reference  to a basket of
currencies. The exchange rate of the US dollar against the RMB was adjusted from
approximately  RMB 8.28 per US dollar to approximately RMB 8.11 per US dollar on
July 21, 2005.  Since then, the PRC  administers and regulates the exchange rate
of the US dollar  against the RMB taking into account  demand and supply of RMB,
as well as domestic and foreign  economic  and  financial  conditions  and as of
December 31, 2010 stood at RMB 6.59.

In addition, there can be no assurance that we will be able to obtain sufficient
foreign exchange to pay dividends or satisfy other foreign exchange requirements
in the future and we currently do not intend to pay dividends.

PUBLIC  DISCLOSURE  REQUIREMENTS  AND  COMPLIANCE  WITH  CHANGING  REGULATION OF
CORPORATE  GOVERNANCE  POSE  CHALLENGES  FOR OUR  MANAGEMENT  TEAM AND RESULT IN
ADDITIONAL  EXPENSES AND COSTS WHICH MAY REDUCE THE FOCUS OF MANAGEMENT  AND THE
PROFITABALITY OF OUR COMPANY.

Changing laws,  regulations and standards  relating to corporate  governance and
public  disclosure,  including  the  Dodd-Frank  Wall Street Reform and Consumer
Protection  Act  and the  rules  and  regulations  promulgated  thereunder,  the
Sarbanes-Oxley  Act and SEC  regulations,  have created  uncertainty  for public
companies  and  significantly  increased  the costs and  risks  associated  with
accessing  the U.S.  public  markets.  Our  management  team will need to devote
significant  time and  financial  resources  to comply  with both  existing  and
evolving  standards for public  companies,  which will lead to increased general
and  administrative  expenses and a diversion of  management  time and attention
from revenue generating activities to compliance activities.

SHOULD  ONE OR MORE OF THE  FOREGOING  RISKS OR  UNCERTAINTIES  MATERIALIZE,  OR
SHOULD THE UNDERLYING  ASSUMPTIONS  PROVE  INCORRECT,  ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This filing contains  forward-looking  statements about our business,  financial
condition and prospects that reflect our management's assumptions and good faith
beliefs based on information currently available.  We can give no assurance that
the expectations indicated by such forward-looking  statements will be realized.
If any of our  assumptions  should prove  incorrect,  or if any of the risks and
uncertainties  underlying  such  expectations  should  materialize,  our  actual
results  may differ  materially  from  those  indicated  by the  forward-looking
statements.

The key  factors  that are not  within  our  control  and that may have a direct
bearing on operating results include,  but are not limited to, acceptance of our
proposed services and the products we expect to market, our ability to establish
a customer  base,  managements'  ability to raise  capital  in the  future,  the
retention of key employees and changes in the regulation of our industry.

There may be other  risks and  circumstances  that  management  may be unable to
predict.  When  used in this  filing,  words  such  as,  "believes,"  "expects,"
"intends,"  "plans,"  "anticipates,"  "estimates"  and similar  expressions  are
intended to identify and qualify forward-looking statements,  although there may
be certain forward-looking statements not accompanied by such expressions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

This Item is not  applicable to us as we are not an  accelerated  filer, a large
accelerated filer, or a well-seasoned issuer.

                                       14

 ITEM 2. PROPERTIES

Our principal  executive  office address is 4920 El Camino Real,  Suite 100, Los
Altos, CA 94022. We currently use part of Numerity  Corporation's  office in Los
Altos,  California.  Numerity leases the property from their landlord on a month
to month  basis,  and allows us to use their  office and  meeting  room  without
charge.  There is no written agreement regarding this arrangement as of December
31, 2010, but subsequent to December 31, 2010 a formal  agreement was written up
to document this arrangement.  As a consequence,  we currently have no long term
lease obligations. Our properties are adequate for our current needs.

We currently  have no investment  policies as they pertain to real estate,  real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are  currently  not involved in any  litigation  that we believe could have a
materially  adverse effect on our financial  condition or results of operations.
There is no action, suit, proceeding,  inquiry or investigation before or by any
court,  public board,  government agency,  self-regulatory  organization or body
pending or, to the knowledge of the executive  officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
or of our company's  officers or directors in their capacities as such, in which
an adverse decision could have a material adverse effect.

ITEM 4. REMOVED AND RESERVED

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our Common stock is currently  traded on the OTC Pink Sheets  (OTCQB)  under the
symbol "IMDC".  The following table sets forth, for the periods  indicated,  the
high and low  inter-dealer  closing  prices  per  share of our  common  stock as
reported  on the OTC  Bulletin  Board,  without  retail  mark-up,  mark-down  or
commission and may not represent actual transactions.

The following  table sets forth the high and low bid prices for our common stock
for the last two years.

               YEAR          QUARTER          HIGH          LOW
               ----          -------          ----          ---
               2008          Fourth          $   --       $   --
               2009          First           $   --       $   --
               2009          Second          $   --       $   --
               2009          Third           $   --       $   --
               2009          Fourth          $ 1.40       $ 0.60
               2010          First           $ 1.05       $ 0.80
               2010          Second          $ 1.53       $ 0.66
               2010          Third           $ 1.20       $ 0.51

HOLDERS

As of December 31, 2010, there were 45,562,618 shares of our common stock issued
and outstanding with 208 shareholders of record.

                                       15

 TRANSFER AGENT

Our Transfer Agent is TranShare Corporation.

DIVIDEND POLICY

Dividends,  if any, will be contingent  upon our revenues and earnings,  if any,
capital requirements and financial conditions. The payment of dividends, if any,
will be within the discretion of our Board of Directors.  We presently intend to
retain all earnings, if any, for use in our business operations.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the fiscal  year ended  December  31,  2010,  the Company did not have any
equity  compensation  plans and  therefore  did not grant any stock  options  or
authorize securities for issuance under an equity compensation plan.

As a result, we did not have any options,  warrants or rights  outstanding as of
December, 2010.



                                                                                             Number of securities
                                                                                            remaining available for
                                Number of Securities to be    Weighted-average exercise      future issuance under
                                  issued upon exercise of       price of outstanding       equity compensation plans
                                   outstanding options,         options, warrants and        (excluding securities
        Plan Category               warrants and rights                rights              reflected in column (a))
        -------------               -------------------                ------              ------------------------
                                            (a)                          (b)                          (c)

Equity compensation plans
approved by security holders                -0-                          -0-                          -0-

Equity compensation plans not
approved by security holders                -0-                          -0-                          -0-

Total                                       -0-                          -0-                          -0-


RECENT SALES OF UNREGISTERED SECURITIES

We issued  145,618  fully-paid  shares of our common  stock in  reliance  on the
exemptions for sales of securities not involving a public offering, as set forth
in Rule 506  promulgated  under the  Securities  Act and in Section  4(2) of the
Securities Act, based on the following: (a) the debt holder confirmed to us that
they  were  "accredited  investors,"  as  defined  in Rule 501 of  Regulation  D
promulgated  under the  Securities  Act and had such  background,  education and
experience  in  financial  and  business  matters as to be able to evaluate  the
merits and risks of an  investment  in the  securities;  (b) there was no public
offering or general  solicitation with respect to the conversion of the debt and
issuance of the shares;  (c) the debt holder  acknowledged that the shares being
issued were  "restricted  securities"  for purposes of the  Securities  Act, and
agreed to transfer such  securities only in a transaction  registered  under the
Securities Act or exempt from  registration  under the Securities Act; and could
only be  transferred  if  subsequently  registered  under the  Securities Act or
transferred in a transaction  exempt from registration under the Securities Act.
Other than the 145,618  fully-paid  shares  issued in  conversion  of $30,000 of
convertible  debt,  we did  not  sell  any  equity  securities  which  were  not
registered  under the  Securities Act of 1933 during the year ended December 31,
2010 that were not  otherwise  disclosed  in this annual  report on Form 10-K as
amended,  in our quarterly  reports on Form 10-Q,  or in our current  reports on
Form 8-K filed during the year ended December 31, 2010.

PENNY STOCK RULES

The  Securities  and Exchange  Commission  has also adopted  rules that regulate
broker-dealer  practices in connection with transactions in penny stocks.  Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with

                                       16

 respect to  transactions  in such  securities  is  provided  by the  exchange or
system).

Our shares are considered penny stock under the Securities and Exchange Act. The
shares will remain penny stocks for the foreseeable  future.  The classification
of penny stock makes it more  difficult  for a  broker-dealer  to sell the stock
into a secondary  market,  which  makes it more  difficult  for a  purchaser  to
liquidate his/her investment. Any broker-dealer engaged by the purchaser for the
purpose  of  selling  his or her  shares in us will be  subject  to Rules  15g-1
through 15g-10 of the  Securities and Exchange Act.  Rather than creating a need
to comply with those rules, some  broker-dealers  will refuse to attempt to sell
penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt from those rules,  to deliver a  standardized  risk
disclosure document, which:

     *    contains a  description  of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     *    contains a  description  of the  broker's  or  dealer's  duties to the
          customer and of the rights and remedies available to the customer with
          respect to a  violation  of such duties or other  requirements  of the
          Securities Act of 1934, as amended;

     *    contains a brief,  clear,  narrative  description  of a dealer market,
          including   "bid"  and  "ask"  price  for  the  penny  stock  and  the
          significance of the spread between the bid and ask price;

     *    contains a toll-free  telephone  number for inquiries on  disciplinary
          actions;

     *    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     *    contains  such  other  information  and  is in  such  form  (including
          language,  type,  size and  format)  as the  Securities  and  Exchange
          Commission shall require by rule or regulation;

The  broker-dealer  also must provide,  prior to effecting any  transaction in a
penny stock, to the customer:

     *    the bid and offer quotations for the penny stock;

     *    the  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;

     *    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and

     *    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
their securities.

SHARES AVAILABLE UNDER RULE 144

There  are  currently  31,055,392  shares of common  stock  that are  considered
restricted  securities  under  Rule  144 of the  Securities  Act  of  1933.  All
31,055,392  shares  are held by  affiliates,  as that  term is  defined  in Rule
144(a)(1)  and other  shareholders.  Under Rule 144, such shares can be publicly
sold, subject to volume  restrictions and certain  restrictions on the manner of
sale,  commencing six months after their  acquisition  for those  companies that
have been subject to the  reporting  requirements  of section 13 or 15(d) of the
Exchange Act for a period of at least 90 days before the sale.

                                       17

 ITEM 6. SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with our
financial statements and related notes thereto included elsewhere in this annual
report. The following discussion and analysis should be read in conjunction with
the  financial  statements  of In Media  Corporation,  included  herewith.  This
discussion  should not be construed to imply that the results  discussed  herein
will necessarily continue into the future, or that any conclusion reached herein
will necessarily be indicative of actual operating  results in the future.  Such
discussion represents only the best present assessment of our management.

The following  discussion and analysis of our plan of operations  should be read
in  conjunction  with our  financial  statements  and  related  notes  appearing
elsewhere in this report.  This discussion and analysis contain  forward-looking
statements that involve risks, uncertainties and assumptions. Actual results may
differ materially from those anticipated in these forward-looking  statements as
a result of certain  factors,  including,  but not limited to,  those  presented
under the heading of "Risk Factors" and elsewhere in this annual report. As used
in this report, "we", "us", "our", "In Media", "Company" or "our company" refers
to In Media Corporation, unless the context requires otherwise.

RESULTS OF OPERATIONS

We are a  development  stage company and have been focused to date on developing
and  refining  our product  hardware and  operating  platform to reflect  market
feedback, and build our distribution channels and relationships, however we have
not yet  generated any revenues  while we have  incurred  $1,838,336 in expenses
since  inception  through  December 31, 2010.  In September and October 2010, we
received  purchase  orders for  approximately  $1 million  and $4 million of our
hardware  products  from Sri Lanka and India,  respectively.  As a result of our
lack of  financial  resources  and  inability  to secure  credit  terms from our
sub-contract  manufacturer  we have not yet  managed  to solve the  problems  of
financing  production of the inventory that we need to fulfill these orders, and
the order from India has subsequently lapsed. We will not be able to fulfill the
Sri Lanka or accept other orders until we can  establish  additional  funding to
open  letters  of  credit,   or  place  security   deposits  with  our  contract
manufacturer,  and we are currently exploring all financing options. There is no
time limit set out in the purchase order and it can be cancelled at any time. We
are in  discussion  with this  customer  and have  explained  our need to secure
financing before we can ship any product. In view of our product development and
upgrade roadmap, the customer is prepared to wait some time in order to secure a
better featured product at the same price, however, he has indicated that we are
on a month to month basis, and if he finds better sourcing at the same or better
price, the order will be cancelled. We estimate that we may need to raise in the
region of $500,000 to secure the first  delivery  under these  orders.  While we
have no tangible assets as collateral to support debt  financing,  we believe we
have significant intangible value, including the licensed IP rights to our fully
operational IPTV products and systems, an established international distribution
channel for our products,  and a purchase order from a potential customer.  This
customer  has  agreed  to work  with us while we seek  and  negotiate  financing
arrangements to fund these orders,  however,  as a result of the delay, they are
asking us to upgrade or customize certain features to remain at the forefront of
the competitive market by the time we actually ship the products ordered.  If we
are unable to secure  financing for  production  and delivery of these  purchase
orders within a reasonable period of time we face the risk that the order may be
cancelled or diverted to other providers of IP TV equipment.

We incurred  $726,216  and $513,336 in general  administrative  expenses for the
years ended December 31, 2010 and 2009,  respectively.  These costs consisted of
sub-contracted  general and  administrative,  engineering  designs and  business
development  expenses,  and professional and administrative  expenses associated
with our financial reports and SEC filings.  The increase of 48.5% over the same
period  in  2009  was  principally  due  to  greater  engineering  design  costs
associated with development of additional products and new product features.

Additionally, we incurred $207,500 and $203,250 of software maintenance expenses
in  connection  with our IPTV  operating  platform  license  in the years  ended
December  31,  2010  and  2009,  respectively.  This  license  agreement,  which
commenced in the second half of 2009, was renegotiated with Numerity Corporation
to reflect  delays in  commercial  shipments  of IN Media  hardware  and related
licensed software. As a result, maintenance fees for the year ended December 31,
2010 were reduced from $415,000 to $207,500.

                                       18

 During the year ended December 31, 2010 we incurred $48,272 of interest and debt
discount  amortization  on the  $170,500 of  convertible  notes issued and still
outstanding as at December 31, 2010.

The following  table  provides  selected  financial data about our company as at
December 31, 2010.

              Balance Sheet Data:                  December 31, 2010
              -------------------                  -----------------
              Cash                                    $        62
              Total assets                            $   207,562
              Total liabilities                       $ 1,221,899
              Shareholders' equity (deficit)          $(1,014,337)

LIQUIDITY AND CAPITAL RESOURCES

Our cash  balance at December 31, 2010 was $62.  During the year ended  December
31,  2010,  the  Company  consumed  $202,601  in cash as a result  of  operating
activities  which included  $1,017,988 of operating  losses  partially offset by
$503,999 of common stock issued to consultants in lieu of cash settlements,  and
$207,500  amortization  of  pre-paid  maintenance  fees  due  on  the  licensing
agreement with Numerity  Corporation.  Cash was  contributed  principally by the
increase in certain  operating  liabilities,  and by the issuance of $200,500 in
convertible  notes.  Since  inception,  $290,000  has been  raised  through  the
issuance of our common stock.

We are a  development  stage  company  and have  generated  no  revenue to date.
Although we have managed to raise $290,000 through the issuance of common stock,
secured advances from directors and officers of the Company,  obtained  extended
credit from related  parties in connection  with services  provided,  and raised
funding  from the  issuance of  convertible  notes,  aggregating  $200,500 as of
December 31, 2010, there is no assurance that we can secure  additional  funding
to cover our expenses or working capital requirements in the future. We filed an
S-1 registration  statement on September 13, 2010 in contemplation of raising up
to $4  million  from the sale of our  common  stock,  however,  this  filing was
withdrawn on October 18, 2010 so as not to limit other  short-term  fund-raising
activities  being undertaken in connection with providing the working capital we
need to fund recently received  purchases orders. As a result of the loss of our
original  market maker,  and delays in finding a replacement  and completing the
required approval with FINRA, our stock was temporarily listed for approximately
six months on the OTCQB  exchange  rather than on the OTC  Bulletin  Board which
hampered our ability to raise  additional  note  financing from our current note
finance  partner  and  other  potential  investors.  Our  access to  capital  is
therefore  severely  limited  until such time as we start to generate  cash flow
from  operations,  and if we are no longer able to raise capital by the issuance
of convertible  notes, or obtain services for stock, or secure extended  credit,
there would be a severe risk that we would not be able to pay our bills, and the
Company may be forced into liquidation.

Our operating expenses are very low with management and consultants  working for
equity or deferred  compensation,  using their own phones  office  equipment and
supplies,  paying their own travel  expenses,  and working in a rent-free office
location.  Our remaining  overhead  expenses relate to compliance costs, and our
audit, legal, EDGAR filing and share registration and communication  service are
currently costing  approximately eighty thousand dollars a year. We believe that
we can continue to finance  these costs,  and pay off overdue  accounts  payable
through the sale of convertible  notes,  and we raised an aggregate  $200,500 by
this means during the year ended December 31, 2010.

In addition to our overheads,  we have costs of marketing,  sales  support,  and
production as well as ongoing product design and development.  We are relying on
our customers, distribution partners and manufacturing sub-contractors to assist
us by providing  their support and hope that we can match  customer and supplier
letters  of credit  to cover  future  order  transactions.  We have  accumulated
significant  debt from Numerity  Corporation  and as a result of the common link
with our CEO,  Nick  Karnik,  Numerity  has agreed to continue to extend  credit
subject  to  notice  of one year and one day.  Whenever  creditors  become  more
pressing,  we plan to offer  settlement by means of issuing  restricted stock in
lieu of cash payment.

We are currently  seeking other available sources of funding to provide secured,
back-to-back  financing  of  our  purchase  order  commitments  with  production
inventory. If we are unable to secure adequate capital to continue, our business

                                       19

 will  likely  fail,  and  our  shareholders  could  lose  some  or all of  their
investment.  We cannot  continually incur operating losses in the future and may
decide that we can no longer  continue with our business  operations as detailed
in our  business  plan  because  of a lack of  financial  results  and a lack of
available financial resources.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Other than the derivative  conversion options on our convertible notes described
in Note 6 to our Financial Statements we do not hold any derivative  instruments
and do not engage in any hedging activities.

                                       20

 ITEM 8. FINANCIAL STATEMENTS

                               GEORGE STEWART, CPA
                              316 17th AVENUE SOUTH
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX(206) 328-0383

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
In Media Corporation

I have audited the accompanying  restated balance sheet of In Media  Corporation
(A Development  Stage Company) as of December 31, 2010 and 2009, and the related
restated  statement of operations,  restated  stockholders'  equity and restated
cash flows for the years then ended and from  October 27, 2008  (inception),  to
December 31, 2010.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion,  the  restated  financial  statements  referred to above  present
fairly,  in  all  material   respects,   the  financial  position  of  In  Media
Corporation, (A Development Stage Company) as of December 31, 2010 and 2009, and
the results of its  operations  and cash flows for the years then ended and from
October 27, 2008 (inception),  to December 31, 2010 in conformity with generally
accepted accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed  in Note # 2 to the  financial
statements,  the Company has had no operations and has no established  source of
revenue.  This raises substantial doubt about its ability to continue as a going
concern.  Management's plan in regard to these matters is also described in Note
# 2. The financial  statements do not include any adjustments  that might result
from the outcome of this uncertainty.

The financial  statements were restated when the company reconsidered the manner
in which it had been accounting for  convertible  debt issued as a primary means
of  raising  additional  equity  funding.  The  results of the  restatement  are
described in Note # 3.


/s/ George Stewart
--------------------------------------
George Stewart
Seattle, Washington
October 30, 2011

                                       21

                              IN MEDIA CORPORATION
                          (A Development Stage Company)
                             Restated Balance Sheets



                                                                     December 31,           December 31,
                                                                         2010                   2009
                                                                     ------------           ------------

ASSETS

CURRENT ASSETS
  Cash                                                               $         62           $         63
  Prepaid expenses and license fees                                       207,500                416,970
                                                                     ------------           ------------

      TOTAL ASSETS                                                   $    207,562           $    417,033
                                                                     ============           ============


LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts  payable                                                  $     48,478           $     21,816
  Accrued interest                                                          6,715                     --
  Loan from director                                                        2,100                 30,565
  Derivative liability on notes                                            81,469                     --
  Convertible note, principal amount                                      170,500                     --
  Less discount                                                           (39,911)                    --
                                                                     ------------           ------------
Net value of convertible notes                                            130,589                     --
                                                                     ------------           ------------
      TOTAL CURRENT  LIABILITIES                                          269,351                 52,381
                                                                     ------------           ------------
LONG TERM LIABILITIES
  Amounts payable to Numerity Corporation                                 952,548                895,000

STOCKHOLDERS' EQUITY
  Common stock - 75,000,000 shares authorized at $0.001
   par value;  45,562,618 and 45,000,000 shares issued and
   outstanding at December 31,  2010 and 2009, respectively                45,563                 45,000
  Additional paid-in Capital                                              778,436                245,000
  Deficit accumulated during the development stage                     (1,838,336)              (820,348)
                                                                     ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                             (1,014,337)              (530,348)
                                                                     ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $    207,562           $    417,033
                                                                     ============           ============



 The accompanying footnotes are an integral part of these financial statements.

                                       22

                              IN MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        RESTATED STATEMENTS OF OPERATIONS



                                                                                                          Inception
                                                                                                       October 27, 2008
                                                            Year Ended             Year Ended              Through
                                                           December 31,           December 31,           December 31,
                                                               2010                   2009                   2010
                                                           ------------           ------------           ------------

EXPENSES
  General & administrative                                 $    762,216           $    513,336           $  1,379,314
  Development expenses                                          207,500                203,250                410,750
  Interest and debt discount amortization expense                48,272                     --                 48,272
                                                           ------------           ------------           ------------

NET (LOSS)                                                 $ (1,017,988)          $   (716,586)          $ (1,838,336)
                                                           ============           ============           ============

Basic earnings (loss) per share                            $      (0.02)          $      (0.02)
                                                           ============           ============
Weighted average number of basic
 common shares outstanding                                   45,117,713             32,653,846
                                                           ============           ============

Fully diluted earnings (loss) per share                    $      (0.02)          $      (0.02)
                                                           ============           ============
Weighted average number of fully
 diluted common shares outstanding                           45,305,606             32,653,846
                                                           ============           ============



 The accompanying footnotes are an integral part of these financial statements.

                                       23

                              IN MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        RESTATED STATEMENTS OF CASH FLOWS



                                                                                                              Inception
                                                                                                           October 27, 2008
                                                                        Year ended         Year ended          Through
                                                                       December 31,       December 31,       December 31,
                                                                           2010               2009               2010
                                                                       ------------       ------------       ------------

CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                             $ (1,017,988)      $   (716,586)      $ (1,838,336)
  Adjustments to reconcile net income to net cash
   used in operating activities
     Stock issued to consultants in lieu of cash                            503,999                 --            503,999
     Amortization of prepaid maintenance expense                            207,500                 --           (207,500)
     Foregiveness of director's loan                                        (30,565)                --                 --
     Accrual of interest in notes payable                                     6,715                 --              6,715
     Write off of organization expenses                                       1,970                 --                 --
     Amortization of note discount,                                          41,558                 --             41,558
     (Increase) decrease in operating assets
     Net assets acquired in merger                                               --            (50,965)                --
  Increase (decrease) in operating liabilities
     Accounts payable                                                        26,662             19,716             48,478
     Consulting fees payable                                                 57,548            480,000            952,548
                                                                       ------------       ------------       ------------
           TOTAL CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       $   (202,601)      $   (267,835)      $   (492,538)
                                                                       ------------       ------------       ------------

CASH FLOW FROM INVESTING ACTIVITIES

           TOTAL CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES       $         --       $         --       $         --
                                                                       ------------       ------------       ------------

CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                         --            255,000            290,000
  Loan from director                                                          2,100              8,095              2,100
  Sale of convertible notes                                                 200,500                 --            200,500
                                                                       ------------       ------------       ------------
           TOTAL CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       $    202,600       $    263,095       $    492,600
                                                                       ------------       ------------       ------------

Net increase (decrease) in cash                                                  (1)            (4,740)                62
Cash at beginning of period                                                      63              4,803                 --
                                                                       ------------       ------------       ------------

Cash at end of period                                                  $         62       $         63       $         62
                                                                       ============       ============       ============
Supplemental Cash Flow Information:
 Interest Paid                                                         $         --       $         --       $         --
                                                                       ============       ============       ============
 Taxes Paid                                                            $         --       $         --       $         --
                                                                       ============       ============       ============



 The accompanying footnotes are an integral part of these financial statements.

                                       24

                              IN MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
        RESTATED STATEMENTS OF SHAREHOLDERS' EQUITY AND RETAINED EARNINGS



                                                                                                 Deficit
                                                                                               Accumulated
                                                                     Common       Additional   During the
                                                     Common          Stock         Paid-in     Development
                                                     Stock           Amount        Capital        Stage           Total
                                                     -----           ------        -------        -----           -----


Balance December 31, 2007                          33,500,000      $  33,500     $  221,500    $   (20,759)    $    14,241
Net loss, year ended December 31, 2008                                                         $   (32,038)    $   (32,038)
                                                  -----------      ---------     ----------    -----------     -----------
Balance, December 31, 2008                         33,500,000      $  33,500     $  221,500    $   (52,797)    $   202,203
                                                  -----------      ---------     ----------    -----------     -----------
Merger of Tres Estrellas and In Media
 Corporation, October 30, 2009                     11,500,000      $  11,500     $   23,500    $   (50,965)    $   (15,965)
Net loss through Dec 31, 2009                                                                  $  (716,586)    $  (716,586)
                                                  -----------      ---------     ----------    -----------     -----------
Balance December 31, 2009                          45,000,000      $  45,000     $  245,000    $  (820,348)    $  (530,348)
                                                  -----------      ---------     ----------    -----------     -----------
Net loss for year ended December 31, 2010                                                      $(1,017,988)    $(1,017,988)
Issuance of Common stock to consultants               417,000      $     417     $  503,582                    $   503,999
Isuance of Common Stock in conversion of notes        145,618      $     146     $   29,854                    $    30,000
                                                  -----------      ---------     ----------    -----------     -----------

Balance December 31, 2010                          45,562,618      $  45,563     $  778,436    $(1,838,336)    $(1,014,337)
                                                  ===========      =========     ==========    ===========     ===========



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

                                       25

                              IN MEDIA CORPORATION
           NOTES TO RESTATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
                           DECEMBER 31, 2010 AND 2009


1. ORGANIZATION

IN Media  Corporation  (the "Company") is a Nevada  corporation  incorporated on
March 5, 2007 as Tres Estrellas Enterprises, Inc. ("Tres Estrellas").  Effective
February 3, 2010,  the Company  changed  its name to IN Media  Corporation.  The
Company is a development  stage company.  On October 30, 2009 ("the  Acquisition
Date"),  we executed an agreement  between IN Media Corporation ("IN Media") and
Tres Estrellas whereby IN Media shareholders acquired thirty-three million, five
hundred  thousand  (33,500,000)  shares of the  Company's  common  stock and the
Company acquired all the issued and outstanding  shares of In Media and IN Media
was merged into Tres  Estrellas.  The Company  reported  this event on Form 8-K,
filed with the  Securities  and  Exchange  Agreement  on November  2, 2009.  For
financial  accounting  purposes,  the  acquisition  was a reverse  merger of the
Company by IN Media, under the purchase method of accounting, and was treated as
a  recapitalization  with IN Media as the  acquirer.  Upon  consummation  of the
merger,  the Company  adopted the business  plan of IN Media.  Accordingly,  the
consolidated  statements of  operations  include the results of operations of IN
Media from its  inception on October 27, 2008 and the results of  operations  of
Tres  Estrellas  from the  Acquisition  Date  through  December  31,  2010.  The
Company's fiscal year end is December 31.

2. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  As at December 31, 2010, the Company had accumulated a loss
from operations of $1.9 million and has earned no revenues since inception,  and
our liabilities  exceed our assets by over $1.0 million.  The Company intends to
fund its continuing  operations through strict expense management and control, a
combination  of equity or debt financing  arrangements,  reliance on third party
contractors  to avoid the need for capital  expenditure  or  commitment to fixed
overhead,  and extended credit from suppliers and related parties,  all of which
may be insufficient to fund its capital expenditures,  working capital and other
cash requirements for the year ending December 31, 2011.

In September and October 2010, we received  purchase orders for approximately $1
million  and $4  million  of our  hardware  products  from Sri Lanka and  India,
respectively.  As a result of our lack of financial  resources  and inability to
secure credit terms from our  sub-contract  manufacturer we have not yet managed
to solve the problems of financing  production of the inventory  that we need to
fulfill these orders, and the order from India has subsequently  lapsed. We will
not be able to  fulfill  the Sri Lanka or other  orders  until we can  establish
additional  funding to open letters of credit,  or place security  deposits with
our  sub-contract  manufacturer,  and we are  currently  exploring all financing
options.  We  estimate  that we may need to raise in the region of  $500,000  to
secure the first delivery under these orders.  While we have few tangible assets
as  collateral  to  support  debt  financing,  we  believe  we have  significant
intangible value, including the licensed IP rights to our fully operational IPTV
products and systems, an established international  distribution channel for our
products,  and a purchase  order from a potential  customer.  This  customer has
agreed to work with us while we seek and  negotiate  financing  arrangements  to
fund these  orders,  however,  as a result of the  delay,  they are asking us to
upgrade  or  customize  certain  features  to  remain  at the  forefront  of the
competitive market by the time we actually ship the products ordered.  If we are
unable to secure  financing for  production  and delivery of this purchase order
within  a  reasonable  period  of time we face the risk  that the  order  may be
cancelled or diverted to other providers of IP TV equipment.

The  ability of the Company to emerge from the  development  stage is  dependent
upon,  among other  things,  obtaining  additional  financing  to  purchase  the
inventory  required  to fulfill  current  purchase  order  commitments,  to make
on-account  payments to vendors,  and to service our current  debt  obligations.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                       26

 3. RESTATEMENT OF FINANCIAL STATEMENTS

Subsequent to December 31, 2010, the Company reconsidered the manner in which it
had been  accounting for  convertible  debt issued as a primary means of raising
additional equity funding.  As a result, the Company has re-stated its financial
statements and filed an Amended form 10-K. The following table shows the amounts
previously reported, the adjustments,  and the amounts as restated in respect of
each line item reported in our financial  statements for the year ended December
31,  2010.  Our audit  report  has also been  updated to  reflect  the  restated
financial statements.



                                               AMOUNTS AS                  AMOUNTS AS
AMOUNTS IN $S EXCEPT SHARE DATA                PREVIOUSLY     ADJUSTMENTS   RESTATED               COMMENT
-------------------------------                ----------     -----------   --------               -------

Balance sheet as at December 31, 2010
   Consulting fees payable                        467,000      (467,000)           --     Reclassified as long term liability
   Convertible note, net of discount              170,500       (39,911)      130,589     Discount on notes, less amortization
   Derivative liability on notes                       --        81,469        81,469     Derivative value embedded in
                                                                                          convertible notes
   Contract amounts payable to Numerity           485,548       467,000       952,548     Includes reclassification of current
                                                                                          consulting fees
   Additional paid-in capital                     671,937       106,499       778,436     Amortization of discount on notes,
                                                                                          and non cash compensation to
                                                                                          consultants
   Accumulated deficit                         (1,690,280)     (148,056)   (1,838,336)    Amortization of discount on notes,
                                                                                          and non cash compensation to
                                                                                          consultants
Statement of Operations for Year Ended
 December 31, 2010
   General & administrative expense               655,717       110,471       762,216     Non cash compensation to consultants
   Interest and debt discount amortization
    expense                                         6,715        41,557        48,272     Amortization of debt discount
   Net loss                                      (869,932)     (148,056)   (1,017,988)    Amortization of discount on notes and
                                                                                          non cash compensation to consultants

Statement of Operations for Year Ended
 December 31, 2009
   Basic and diluted shares outstanding        17,282,192    15,371,654    32,653,846     Correction of calculation error
   Basic & fully diluted EPS                  $     (0.04)  $      0.02       $ (0.02)    Correction of calculation error

Statement of Cash Flows for Year Ended
 December 31, 2010
   Net loss                                      (869,932)     (110,471)   (1,017,988)    Amortization of discount on notes and
                                                                                          non cash compensation to consultants
   Amortization of note discount                                 41,557        41,557     Amortization of discount on notes

Statements of Shareholders' Equity and
 Retained Earnings

Balance December 31, 2007
   Common stock #                              11,500,000    22,000,000    33,500,000     Correction of carry forward error
   Common stock amount                             11,500        22,000        33,500     Correction of carry forward error
   Additional paid -in capital                     23,500       198,000       221,500     Correction of carry forward error

Merger of Tres Estrellas October 30, 2009
   Common stock #                              33,500,000   (22,000,000)   11,500,000     Correction of carry forward error
   Common stock amount                             33,500       (22,000)       11,500     Correction of carry forward error
   Additional paid -in capital                    221,500      (198,000)       23,500     Correction of carry forward error

Year Ended December 31, 2010
   Net loss for the year ended
    December 31, 2010                           (869,932)     (110,471)   (1,017,988)     Amortization of discount on notes and
                                                                                          non cash compensation to consultants
  Issuance of common stock to consultants        397,083       106,499       503,582      Non-cash compensation to consultants


4. SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PRESENTATION
The accounting and reporting  policies of the Company conform to U.S.  generally
accepted  accounting  principles  (US  GAAP)  applicable  to  development  stage
companies.

                                       27

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

C) CASH AND CASH EQUIVALENTS
Cash and cash  equivalents  include  cash in  banks,  money  market  funds,  and
certificates  of term  deposits  with  maturities of less than three months from
inception,  which are readily convertible to known amounts of cash and which, in
the  opinion of  management,  are  subject to an  insignificant  risk of loss in
value.

D) FAIR VALUE OF FINANCIAL  INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS The
Company's  financial  instruments as defined by FASB ASC 825-10-50 include cash,
trade  accounts  receivable,  and  accounts  payable and accrued  expenses.  All
instruments  are accounted  for on a historical  cost basis,  which,  due to the
short  maturity  of these  financial  instruments,  approximates  fair  value at
December 31, 2010. FASB ASC 820 defines fair value,  establishes a framework for
measuring  fair  value  in  accordance   with  generally   accepted   accounting
principles,  and  expands  disclosures  about fair value  measurements.  ASC 820
establishes a three-tier fair value hierarchy which  prioritizes the inputs used
in measuring fair value as follows:

     Level 1. Observable inputs such as quoted prices in active markets;

     Level 2. Inputs,  other than the quoted prices in active markets,  that are
     observable either directly or indirectly; and

     Level 3.  Unobservable  inputs in which there is little or no market  data,
     which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities  measured at fair value on a
recurring basis at December 31, 2010 and December 31, 2009.

E) INCOME TAXES
The  Company  accounts  for income  taxes  under ASC 740  "Income  Taxes"  which
codified  SFAS 109,  "Accounting  for Income Taxes" and FIN 48  "Accounting  for
Uncertainty  in Income Taxes - an  Interpretation  of FASB  Statement  No. 109."
Under  the asset  and  liability  method of ASC 740,  deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences between the financial statements 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.  Under ASC 740,  the effect on  deferred  tax assets and
liabilities  of a change in tax rates is  recognized in income in the period the
enactment  occurs.  A valuation  allowance is provided for certain  deferred tax
assets if it is more  likely  than not that the  Company  will not  realize  tax
assets through future operations.

F) EARNINGS (LOSS) PER SHARE
FASB ASC 260,  "Earnings  Per Share"  provides  for  calculation  of "basic" and
"diluted"  earnings per share. Basic earnings per share includes no dilution and
is computed by dividing net income (loss)  available to common  shareholders  by
the weighted average common shares outstanding for the period.  Diluted earnings
per share reflect the potential  dilution of securities  that could share in the
earnings of an entity  similar to fully  diluted  earnings per share.  Basic and
diluted loss per share was the same at the reporting  dates, as the diluted loss
would be anti-dilutive.

G) STOCK-BASED COMPENSATION
ASC 718  "Compensation  - Stock  Compensation"  codified SFAS No. 123 prescribes
accounting  and  reporting  standards  for all  stock-based  payments  award  to
employees,  including employee stock options,  restricted stock,  employee stock
purchase plans and stock appreciation rights, may be classified as either equity
or liabilities.  The Company should determine if a present  obligation to settle
the share-based  payment  transaction in cash or other assets exists.  A present
obligation to settle in cash or other assets exists if: (a) the option to settle
by issuing  equity  instruments  lacks  commercial  substance or (b) the present
obligation is implied because of an entity's past practices or stated  policies.
If a present  obligation  exists,  the  transaction  should be  recognized  as a
liability;  otherwise,  the  transaction  should be  recognized  as equity.  The
Company  accounts  for  stock-based  compensation  issued to  non-employees  and
consultants  in accordance  with the  provisions  of ASC 505-50  "Equity - Based
Payments to Non-Employees"  which codified SFAS 123 and the Emerging Issues Task
Force  consensus  in Issue No.  96-18  ("EITF  96-18"),  "Accounting  for Equity

                                       28

Instruments  that are  Issued  to  Other  Than  Employees  for  Acquiring  or in
Conjunction with Selling, Goods or Services". Measurement of share-based payment
transactions with non-employees shall be based on the fair value of whichever is
more reliably measurable:  (a) the goods or services received; or (b) the equity
instruments issued. The fair value of the share-based payment transaction should
be  determined  at the earlier of  performance  commitment  date or  performance
completion date.

H) DERIVATIVE INSTRUMENTS
The  Company  recognizes  the  underlying  value  of  embedded   derivatives  in
accordance  with ASC  815-15-25-1.  The value of the option for  noteholders  to
convert their notes into shares of common stock is calculated  and credited as a
derivative  liability for the duration of the notes,  while an offsetting amount
is classified as a discount to the principal value of the notes.  The derivative
value  added to the  discount  reserve and  derivative  value was $81,469 and $0
during the years ended  December 31, 2010 and 2009,  respectively.  The value of
the debt discount is amortized as interest expense on a straight line basis over
the life of the notes.  During the years ended  December 31, 2010 and 2009,  the
Company amortized  $41,558 and $0,  respectively,  as debt discount expense.  At
December 31, 2010, the Company  valued the  derivative  liability and determined
that the  carrying  value was in line with  market  value and,  accordingly,  no
adjustments were made to the value of derivative liability or additional paid-in
capital.

I) REVENUE RECOGNITION
The  Company  recognizes  revenue  from the sale of  products  and  services  in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
104 ("SAB 104"),  "Revenue  Recognition in Financial  Statements."  Revenue will
consist of services income and will be recognized only when all of the following
criteria have been met: (i) Persuasive  evidence for an agreement  exists;  (ii)
Service has occurred;  (iii) The fee is fixed or determinable;  and (iv) Revenue
is reasonably assured.

J) PREPAID EXPENSES AND LICENSE FEES
In November  2008, the Company and Numerity  Corporation  entered into a license
agreement ("License Agreement") under which Numerity agreed to grant the Company
a  non-exclusive,  perpetual  license to the  software  and source  code for the
design of our IPTV set top box ("STB") including  streaming,  storage,  encoding
and billing modules as well as the designs and schematic drawings for the actual
STB. The License provided for the first one hundred thousand units to be shipped
royalty  free,  the next one hundred  thousand  units shipped to be subject to a
royalty payment of $50 per unit, and additional  units  thereafter  subject to a
royalty  payment of $20 per unit.  To date the  Company  has not shipped any STB
units, and has therefore not incurred any royalty expense,  however, as and when
STBs are  shipped  in future  periods,  the  Company  will  accrue  all  royalty
obligations  payable,  and charge the cost of  royalties to cost of sales in the
periods  incurred.  Additionally,  as part of the  License  Agreement,  Numerity
agreed to provide technical support, upgrades and enhancements in exchange for a
maintenance fee of $415,000 per annum.  The Company  capitalized the maintenance
fee as a prepaid license  expense,  and amortizes the prepayment in installments
over the  term of the  maintenance  agreement.  On June  30,  2010  the  Company
renegotiated the terms of the License Agreement such that Numerity would provide
technical  support  through  June 30,  2011 for no  additional  charge,  and the
amortization  rate was adjusted to amortize  the  remaining  prepaid  balance in
equal installments over the year ended June 30, 2011.

4. CAPITAL STOCK

A) AUTHORIZED STOCK
The Company has authorized  75,000,000 common shares with $0.001 par value. Each
common share entitles the holder to one vote, in person or proxy,  on any matter
on which action of the stockholder of the corporation is sought.

On June 17, 2010 the Company  filed an S-8  registration  with the SEC reserving
2,500,000 common shares for issuance under the Company's 2010 Stock Option Plan.
During the period from  registration  to December 31, 2010,  the Company  issued
417,000 shares to consultants and employees, and has 2,083,000 registered shares
available for future issuance.

On August 27, 2010 the Company filed an S-1 registration  with the SEC reserving
4,000,000  common  shares for  issuance  under the terms of a  self-underwritten
public offering. The filing was subsequently withdrawn on October 18, 2010.

B) SHARE ISSUANCES
Since inception  (October 27, 2008) to December 31, 2010, the Company has issued
the following shares:

                                       29

     (i)  A total of 5,500,000 common stock shares to an officer and director at
          $0.002 per share for a total of $11,000. The shares bear a restrictive
          transfer legend in accordance with Rule 144 under the Securities Act.

     (ii) A total of 6,000,000 common stock shares to 40 unaffiliated  investors
          at  $.004  per  share  for a  total  of  $24,000  pursuant  to an SB-2
          Registration Statement.

     (iii)A total of 33,500,000  common stock shares to the  shareholders  of IN
          Media  Corporation  pursuant to the terms and  conditions  of a Merger
          Agreement.

This issuance of stock did not involve any public offering,  general advertising
or  solicitation.  At the time of the issuance,  IN Media had fair access to and
was in possession of all available material  information about our Company.  The
shares bear a restrictive  transfer legend in accordance with Rule 144 under the
Securities Act.

In addition, the Company has issued:

     (iv) A total of 417,000 common stock shares to certain officers,  directors
          and  consultants  under the Company's 2010 Stock Grant and Option Plan
          as payment for services provided in the value of $503,999.

     (v)  A total of 145,618  common stock shares to a noteholder  in settlement
          of $30,000 of convertible debt

5. NOTES PAYABLE

On June 8, July 27, and November 17, 2010, the Company issued  Convertible Notes
in the principal amounts of $100,000,  $53,000, and $47,500 due for repayment on
March 8, 2011, April 29, 2011, and July 17, respectively,  all carrying interest
at 8% per annum. The Notes can be converted at the noteholder's  option any time
after six months  from the  issuance  date based on 62.5% of the  average of the
lowest three closing bid prices over the ten days preceding the conversion date.
The Company is required to maintain an available  pool of common shares equal to
300% of the number of shares required for  conversion.  As at December 31, 2010,
$30,000 of the Notes had been converted into 145,618 shares of common stock, and
the  Company  has  reserved  4,639,804  shares  of  common  stock to  cover  the
conversion of the outstanding Notes and accrued interest.

The  Company  recognizes  the  underlying  value  of  embedded   derivatives  in
accordance  with ASC  815-15-25-1.  The value of the option for  noteholders  to
convert their notes into shares of common stock is calculated  and credited as a
derivative  liability for the duration of the notes,  while an offsetting amount
is classified as a discount to the principal value of the notes.  The derivative
value  added to the  discount  reserve and  derivative  value was $81,469 and $0
during the years ended  December 31, 2010 and 2009,  respectively.  The value of
the debt discount is amortized as interest expense on a straight line basis over
the life of the notes.  During the years ended  December 31, 2010 and 2009,  the
Company amortized  $41,558 and $0,  respectively,  as debt discount expense.  At
December 31, 2010, the Company  valued the  derivative  liability and determined
that the  carrying  value was in line with  market  value and,  accordingly,  no
adjustments were made to the value of derivative liability or additional paid-in
capital.

6. INCOME TAXES

The Company has incurred operating losses of approximately $1.8 million,  which,
if  unutilized,  will begin to expire in 2027.  Future tax  benefits,  which may
arise as a result of these losses,  have not been  recognized in these financial
statements,  and have been  offset by a valuation  allowance.  Details of future
income tax assets are as follows:
                                                               December 31, 2010
                                                               -----------------
Future income tax assets:
  Net operating loss from October 27, 2008 (inception)
   to December 31, 2010}                                          $  1,838,336
  Statutory tax rate (combined federal and state)                           38%
  Non-capital tax loss                                                 706,062
  Valuation allowance                                                 (706,062)
                                                                  ------------

                                                                  $         --
                                                                  ============

                                       30

 The  potential  future tax benefits of these losses have not been  recognized in
these  financial  statements due to uncertainty of their  realization.  When the
future utilization of some portion of the carry forwards is determined not to be
"more likely than not," a valuation allowance is provided to reduce the recorded
tax benefits from such assets.

6. NEW ACCOUNTING PRONOUNCEMENTS

The  Company  does not  expect any recent  accounting  pronouncements  to have a
material impact on its financial statements.

7. RELATED PARTY TRANSACTIONS

Between  inception  and  December  31,  2010 one of our  directors,  Mr  Chavez,
provided  and billed for services  which were accrued but not paid.  The balance
due to Mr  Chavez  was  $30,565  on  December  31,  2009.  The  balance  due was
subsequently waived and written off as at March 31, 2010.  Subsequently,  in the
fourth  quarter of 2010,  Mr.  Karnick paid off  supplier  balances of $2,100 on
behalf of the Company and the balance is reported as a loan from a director. The
loan is  unsecured,  interest-free,  and will be repaid when the Company  raises
sufficient cash to do so.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest in Numerity  Corporation  from whom we have  licensed  our
engineering technology, IP and set top box designs, and to whom we are committed
to pay maintenance  and royalties.  On July 1, 2010, the Company agreed to amend
that  licensing  agreement  to provide a deferral of  maintenance  dues,  and an
extension of credit  until the earlier of three  months  after first  commercial
shipment,  or June 30, 2011.  The amendment was authorized for the Company by Mr
Danny Mabey, a board director.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest in Numerity  Corporation  with whom we have contracted the
provision of executive,  administration and business development services and to
whom we are committed to pay contract service fees of $40,000 per month. On July
1, 2010, the Company  agreed to amend that Service  agreement such that the next
$330,000  of  service  fees  payable  would  be  waived  by  Numerity,  and  the
corresponding  fees would be payable  directly to Numerity's  sub-contractors  ,
either in cash or common stock at the option of the Company.  Additionally,  the
parties  agreed to extend  credit of  contract  service  fees  currently  due to
Numerity  on a  rolling  quarterly  basis,  subject  to  mutual  agreement.  The
amendment was authorized by Mr Danny Mabey, a board director. The balance due to
Numerity at December  31, 2010 and  December  31, 2009 in respect of License and
Service Agreements is $952,548 and $895,000 respectively.

One of our shareholders,  Guifeng Qui, who owns  approximately 13 million shares
of  restricted  common  stock,  has  a  controlling   interest  in  the  Chinese
distributor  who we have appointed to represent us in developing our business in
China.  The  Agreement  with this  distributor  provides  that we will receive a
margin  of $20 on each  unit of  set-top  box  sold  through  that  distribution
channel,  and an additional $5 per month per subscriber for content distribution
contracts using our content library of over four thousand titles.

One of our shareholders,  directors and officers, Mr Karnick owns the library of
film content which has been made available for our use at no charge to us, which
we intend to include as part of our product offerings.

8. SUBSEQUENT EVENTS

Between  December  31,  2010 and  March  15,  2011,  the  Company's  noteholders
exercised  their  right to  convert  an  additional  eight  installments  of the
convertible notes for an aggregate conversion of $129,120,  inclusive of accrued
interest of  $10,120,  resulting  in the  issuance  of an  additional  1,196,339
shares.

9. ACCOUNTS PAYABLE TO NUMERITY

In order to regularize a de facto extended credit  arrangement  between IN Media
and Numerity  Corporation,  we have  obtained a formal  agreement  from Numerity
Corporation,  effective  as of December  31,  2010,  agreeing to  interest-free,
revolving  credit  terms of one year and one day on all amounts due to Numerity.
This  extended  credit can be  terminated  at any time  subject to either  party
giving  notice to the other,  and subject to repayment of the balance being made
one year and one day after receipt of notice.

                                       31

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management  did review our  disclosure  controls  and  procedures,  and internal
control over  financial  reporting and concluded that they were not effective as
at the end of the period covered by this report. This review determined that the
Company had not properly  followed the guidance laid out by ASC  815-15-25-1  in
respect  of the  treatment  of the  derivative  value of the  conversion  option
embedded  in its issued and  outstanding  convertible  notes.  As a result,  the
financial  statements  were not reported in accordance with GAAP and incorrectly
stated the financial position at December 31, 2010 and results of operations for
the year then ended as described in Note 3 to the  Financial  Statements in this
Amended and  Restated  Form 10-K/A.  This  accounting  principle  issue has been
corrected in this Amended and Restated Form 10-K/A, and the Company has extended
the scope of its engagement with its professional advisors to focus more closely
on ensuring future compliance with GAAP.

EVALUATION OF DISCLOSURE CONTROLS

RESPONSIBILITY FOR FINANCIAL STATEMENTS

Our principal  executive officer and principal financial officer are responsible
for the integrity and  objectivity of all  information  presented in this annual
report.  They were prepared in conformity with accounting  principles  generally
accepted  in the  United  States of America  and  include  amounts  based on our
principal executive officer and principal financial officer's best estimates and
judgments.  Our  principal  executive  officer and principal  financial  officer
believe the Amended and Restated  Financial  Statements  fairly reflect the form
and substance of transactions and that the financial statements fairly represent
the Company's financial position and results of operations.

DISCLOSURE CONTROLS AND PROCEDURES

We have established  disclosure  controls and procedures to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to the officers who certify the  Company's  financial  reports and to
the Board of Directors.  Based on their  evaluation as of December 31, 2010, our
principal executive officer and principal financial officer have concluded that,
for the reasons stated above, the Company's  disclosure  controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act
of 1934)  were not  effective  to ensure  that the  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Currently,  as a small  development  stage  company,  we maintain  our  internal
controls through a segregation of duties between our principal executive officer
and principal financial officer. For example, all incoming supplier invoices are
delivered direct to the principal  financial officer for recording in the books,
checking,  and  processing.  The  principal  financial  officer  must submit all
payment requests to the principal executive officer for approval,  allocation of
cash and  presentation  of a check  for  mailing  to the  payee.  The  principal
financial officer conducts regular  reconciliations  of the bank account to make
sure that all  receipts and  disbursements  have been  identified,  supported by
appropriate  documentation  and  payment  approvals,  and the  transactions  are
matched  to  postings  in the books of  account.  As a small  development  stage
company,  we have very limited  financial  activity  during the year.  Thus, the
current check and balance of the financial  activity by our principal  executive
officer and principal  financial officer provide  sufficient  controls to ensure
fairness, accuracy and proper disclosure. Any documentation as it relates to the
Company's  assessment is very limited as there only a limited number of business
transactions.  No testing was performed on the limited  transactions  within the
Company by our principal executive officer and principal financial officer since
100% of the  transactions  were actually  performed by our  principal  executive
officer and principal  financial  officer.  Our principal  executive officer and
principal  financial officer concluded that adequate procedures were in place to
approve and monitor all disbursements distributed by the Company and confirm all
funds  received by the Company.  Our principal  executive  officer and principal
financial  officer are responsible  for  establishing  and maintaining  adequate
internal control over financial reporting,  as such term is defined in the rules
promulgated under the Securities  Exchange Act of 1934. Our principal  executive

                                       32

 officer and  principal  financial  officer have  conducted an  evaluation of the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in "Internal  Control - Integrated  Framework" issued by the Committee
of  Sponsoring  Organizations  of the  Treadway  Commission.  Based on the above
evaluation,  and in  light  of the  restatement  described  in  Note 3 to  these
financial  statements,  our principal  executive officer and principal financial
officer  concluded that our internal  control over  financial  reporting was not
effective as of December 31, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In February 2010 the Company  engaged the service of a consulting CFO with prior
public company experience, and accounting qualifications to supervise and manage
the Company's  accounting and record keeping.  In connection with the evaluation
required by paragraph  (d) of Rule 13a-15 under the Exchange  Act,  there was no
change identified in our internal control over financial reporting that occurred
during the last fiscal  quarter that has materially  affected,  or is reasonably
likely to materially affect, our internal control over financial  reporting.  In
response  to  our  restatement,  the  Company  has  extended  the  scope  of its
engagement  with its  professional  advisors  to focus more  closely on ensuring
compliance with GAAP.

ITEM 9B. OTHER INFORMATION

None.

                                       33

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

As at December 31, 2010 our Board of Directors was comprised of the following:

Name              Age      Served Since              Positions With Company
----              ---      ------------              ----------------------

Nitin Karnik       49     October 2008          CEO & Director

Danny Mabey        61     April 2, 2010         Director

Simon Westbrook    62     February 18, 2010     CFO

Jose Chavez        32     October 27, 2008      CEO, resigned October 2009, CFO,
                          (inception)           resigned February 18, 2010 and
                                                Director resigned December 31,
                                                2009

There are currently no employment contracts in place for any officers.

The following is a brief description of the business experience of our executive
officers,  director  and  significant  employees:  Dr. Nitin Karnik has been the
Chief Executive Officer of IN Media from October 2008 to present. Dr. Karnik has
been the President and Chief  Executive  Officer since April 9, 2009.  From 2007
through 2009, Dr. Karnik served as the Chief Executive Officer of RSR Consulting
Inc.,  a  California  company  covering  media  consulting  in the area of IPTV,
broadband,  voice over IP technology,  video on demand technology, and streaming
technology  with clients in India and China.  From 2002 through 2007, Dr. Karnik
was the Senior Vice President of Mars Entertainment Group, Singapore,  where his
assignments  included  content  production,   distribution,   movie  production,
designing  technology for media,  digital  cinema  technology  development,  and
business  development  to Hollywood  studios,  Bollywood  studios and world-wide
television networks.

Mr.  Mabey was  hired to  provide  an  independent  perspective  to the board of
directors  based on his  extensive  industry  experience  and  knowledge of IPTV
technology and markets.  Mr. Mabey has been the President of 121View USA, a Utah
corporation  since  2009.  He directed  the  development  process of 121View,  a
Singapore  based company,  into the U.S.  market.  In addition,  since 2004, Mr.
Mabey has been President of Interactive  Devices Inc., a California  corporation
that directs the business operations and development team of software developers
in California,  Israel and Utah.  From 2003 through 2009, Mr. Mabey was the Vice
President of Broadcast International,  a Utah corporation in which Mr. Mabey was
involved in patent  development and intellectual  property  management,  product
development,  business and network expansion and corporate funding  development.
Mr. Mabey  received  his  Bachelors  of Arts at Boise State  University  and his
Masters of Public Administration at Idaho State University.

Mr. Westbrook served as CFO of Public Wireless,  Inc., a wireless  communication
infrastructure business from 2005-2009.  From 2004-2005, Mr. Westbrook served as
CFO of Nanoamp Solutions Inc., a memory IC company. Prior to 2004, Mr. Westbrook
served as CFO at Sage,  Inc.,  (NASDAQ:  SAGI), a company  specializing  in flat
panel display controller ICs. Mr. Westbrook is a Chartered  Accountant and holds
a masters  degree in  Economics  from Trinity  College,  Cambridge in the United
Kingdom.

Jose Chavez served as a director of the Company for the period from inception to
December 31, 2009.  Additionally  he served as CEO of the Company from inception
until the date of the merger in October 2009,  and CFO from  inception  until he
resigned in  February,  2010.  Mr.  Chavez has  operated  as a general  plumbing
contractor and construction superintendent in Mexico since 2003.

                                       34

 COMPENSATION OF DIRECTORS

Our bylaws  provide that,  unless  otherwise  restricted by our  certificate  of
incorporation,  our Board of Directors has the authority to fix the compensation
of  directors.  The  directors may be paid their  expenses,  if any,  related to
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
our director.  Our bylaws further provide that no such payment will preclude any
director  from  serving  our  Company  in  any  other   capacity  and  receiving
compensation therefore.  Further,  members of special or standing committees may
be given compensation for attending committee meetings.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit  committee or a  compensation  committee of our board of
directors.  In addition,  our board of directors has  determined  that we do not
have an audit committee  financial expert serving on the board.  When we develop
our  operations,  we will create an audit and a compensation  committee and will
seek an audit committee financial expert for our board and audit committee.

CONFLICTS OF INTEREST

Our officers and directors  are now and may in the future  become  shareholders,
officers or directors of other companies, which may be formed for the purpose of
engaging in business activities similar to ours. Accordingly,  additional direct
conflicts of interest  may arise in the future with respect to such  individuals
acting on behalf of us or other  entities.  Moreover,  additional  conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such individuals in the performance of their duties or otherwise.  Currently, we
do not have a right of first refusal  pertaining to  opportunities  that come to
their attention and may relate to our business operations.

Our officers and  directors  are, so long as they are our officers or directors,
subject to the restriction  that all  opportunities  contemplated by our plan of
operation  which come to their  attention,  either in the  performance  of their
duties or in any other manner, will be considered  opportunities of, and be made
available  to us and the  companies  that they are  affiliated  with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or  director.  If we or the  companies  with which the  officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not  adopted  any  other  conflict  of  interest  policy  with  respect  to such
transactions.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest in Numerity  Corporation  from whom we have  licensed  our
engineering technology, IP and set top box designs, and to whom we are committed
to pay maintenance  and royalties.  On July 1, 2010, the Company agreed to amend
that  licensing  agreement  to provide a deferral of  maintenance  dues,  and an
extension of credit  until the earlier of three  months  after first  commercial
shipment,  or June 30, 2011.  The amendment was authorized for the Company by Mr
Danny Mabey, board director.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns approximately 16 million shares of restricted common stock, has a
controlling  interest in Numerity  Corporation  with whom we have contracted the
provision of executive,  administration and business development services and to
whom we are committed to pay contract service fees of $40,000 per month. On July
1, 2010, the Company  agreed to amend that Service  agreement such that the next
$330,000  of  service  fees  payable  would  be  waived  by  Numerity,  and  the
corresponding  fees would be payable  directly  to  Numerity's  sub-contractors,
either in cash or common stock at the option of the Company.  Additionally,  the
parties  agreed to extend  credit of  contract  service  fees  currently  due to
Numerity  on a  rolling  quarterly  basis,  subject  to  mutual  agreement.  The
amendment was authorized by Mr Danny Mabey, a board director. The balance due to
Numerity at December 31, 2010 is $467,000.

One of our shareholders,  Guifeng Qui, who owns  approximately 13 million shares
of  restricted  common  stock,  has  a  controlling   interest  in  the  Chinese
distributor  who we have appointed to represent us in developing our business in
China.  The  Agreement  with this  distributor  provides  that we will receive a
margin  of $20 on each  unit of  set-top  box  sold  through  that  distribution
channel,  and an additional $5 per month per subscriber for content distribution
contracts using our content library of over four thousand titles.

                                       35

 One of our shareholders,  directors and officers, Mr Karnick owns the library of
film content which has been made available for our use at no charge to us, which
we intend to include as part of our product offerings.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge,  during the past ten years,  none of the following
occurred  with respect to a present or former  director or executive  officer of
the Company:  (1) any  bankruptcy  petition  filed by or against any business of
which such person was a general partner or executive  officer either at the time
of the  bankruptcy or within two years prior to that time; (2) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding  traffic  violations and other minor offenses);  (3) being subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of  any  court  of  any  competent  jurisdiction,   permanently  or  temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; and (4) being found by a court of
competent  jurisdiction  (in  a  civil  action),  the  Securities  and  Exchange
Commission  or the  commodities  futures  trading  commission to have violated a
Federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.

CODE OF ETHICS

We do not  currently  have a code of  ethics.  Because  we  currently  have only
limited business operations and two officers and directors, we believe a code of
ethics  would have limited  utility.  We intend to adopt a code of ethics as our
business  operations  expand  and we have  additional  directors,  officers  and
employees.

COMPLIANCE  WITH SECTION 16(A) OF THE EXCHANGE ACT 9.A.  DIRECTORS AND EXECUTIVE
OFFICERS, PROMOTERS, AND CONTROL PERSONS:

The Company is aware that all filings of Form 4 and 5 required of Section  16(a)
of the Exchange Act of  Directors,  Officers or holders of 10% of the  Company's
shares have not been timely.  The Company has  instituted  procedures  to ensure
future  compliance  and all Forms 4 and 5 were filed with the SEC  between May 3
and April 7, 2011.

                                       36

 ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE



                                                                                     Change in
                                                                                      Pension
                                                                                     Value and
                                                                     Non-Equity     Nonqualified
 Name and                                                            Incentive        Deferred
 Principal                                    Stock       Option        Plan        Compensation     All Other
 Position       Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)  Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------  --------   ---------   ---------  ---------------  -----------   ---------------  ---------

Nitin Karnik    2010   $   --  (a)                                                                     $     --     $    --
                2009   $   --  (b)                                                                     $     --     $    --
                2008   $   --                                                                                       $    --

Danny Mabey     2010   $   --  (c)                                                                                  $    --
                2009   $   --                                                                                       $    --

Simon Westbrook 2010   $   --  (d)                                                                                  $    --
                2009   $   --                                                                                       $    --

Jose Chavez     2010   $   --
                2009   $  800  (e)                                                                                  $   800
                2008   $4,800  (f)                                                                                  $ 4,800


----------
(a)  Mr. Karnik is the CEO and owner of Numerity Corporation.  In 2010, Numerity
     billed,  and the  Company  accrued  $150,000  for  engineering,  design and
     executive services provided by Numerity.

(b)  In 2009, Numerity billed, and the Company accrued a total of $895,000 which
     amount included  $480,000 for  engineering,  design and executive  services
     provided by Numerity, and $415,000 in respect of maintenance fees due under
     the terms of the Numerity License Agreement.  During 2010, the Company paid
     $160,000  which  was  treated  as  payment  of the  oldest  balance  due to
     Numerity.

(c)  Danny Mabey was  appointed  as a director  of the  Company in 2010.  He was
     granted  compensation  of $67,500 for the provision of consulting  services
     which was paid through the issuance of 50,000 shares of  fully-paid  common
     stock in June 2010.  Subsequent  to December  31, in March 2011,  Mr. Mabey
     renounced this compensation and returned the shares for cancellation.

(d)  Mr.  Westbrook  joined the  Company as CFO in  February  2010,  and did not
     receive any compensation during the year ended December 31, 2010.

(e)  Mr.  Chavez  served  as CEO of the  Company  from its  formation  until his
     resignation at the time of the merger in October 2009.

(f)  Because of uncertainty in how the Company could  compensate  certain of its
     officers and directors,  it did not reach conclusive  agreements with them,
     and did not pay  nor  accrue  any  amounts  with  which  to pay  them as at
     December 31, 2010.  Depending on its ability to raise cash, or to develop a
     fair way to compensate these directors and officers through the issuance of
     stock,  the Company is planning to reach agreement of  compensation  terms,
     which may include a  compensation  component  in respect of prior  service.
     Because no agreement has been reached,  the Company does not believe it can
     provide an accurate  accrual of compensation  expense through  December 31,
     2010 and  accordingly,  is  disclosing  this as a  contingent  liability of
     undetermined value.

                                       37

               OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE



                                            Option Awards                                         Stock Awards
                ---------------------------------------------------------------   ---------------------------------------------
                                                                                                                       Equity
                                                                                                                      Incentive
                                                                                                           Equity       Plan
                                                                                                          Incentive    Awards:
                                                                                                            Plan      Market or
                                                                                                           Awards:     Payout
                                                   Equity                                                 Number of   Value of
                                                  Incentive                         Number                Unearned    Unearned
                                                 Plan Awards;                         of        Market     Shares,     Shares,
                   Number of      Number of       Number of                         Shares     Value of   Units or    Units or
                  Securities     Securities      Securities                        or Units   Shares or    Other        Other
                  Underlying     Underlying      Underlying                        of Stock    Units of    Rights      Rights
                  Unexercised    Unexercised     Unexercised   Option     Option     That     Stock That    That        That
                   Options         Options        Unearned    Exercise  Expiration Have Not    Have Not   Have Not    Have Not
Name       Year  Exercisable(#) Unexercisable(#)  Options(#)   Price($)    Date    Vested(#)   Vested($)  Vested(#)   Vested(#)
----       ----  -------------- ---------------- ----------    -----       ----    ---------   ---------  ---------   ---------

Nitin      2010        --             --             --          --         --         --         --          --         --
Karnik     2009        --             --             --          --         --         --         --          --         --
           2008        --             --             --          --         --         --         --          --         --

Danny  (a) 2010        --             --             --          --         --         --         --          --         --
Mabey

Simon  (a) 2010        --             --             --          --         --         --         --          --         --
Westbrook

Jose   (b) 2010        --             --             --          --         --         --         --          --         --
Chavez     2009        --             --             --          --         --         --         --          --         --
           2008        --             --             --          --         --         --         --          --         --

----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010.
(b)  Mr Chavez resigned in 2010.

                    OPTION EXERCISES AND STOCK VESTED TABLE

                                             Option Awards                                        Stock Awards
                 ---------------------------------------------------------------   ---------------------------------------------
                                                                                                                       Equity
                                                                                                                      Incentive
                                                                                                           Equity       Plan
                                                                                                          Incentive    Awards:
                                                                                                            Plan      Market or
                                                                                                           Awards:     Payout
                                                   Equity                                                 Number of   Value of
                                                  Incentive                         Number                Unearned    Unearned
                                                 Plan Awards;                         of        Market     Shares,     Shares,
                   Number of      Number of       Number of                         Shares     Value of   Units or    Units or
                  Securities     Securities      Securities                        or Units   Shares or    Other        Other
                  Underlying     Underlying      Underlying                        of Stock    Units of    Rights      Rights
                  Unexercised    Unexercised     Unexercised   Option     Option     That     Stock That    That        That
                   Options         Options        Unearned    Exercise  Expiration Have Not    Have Not   Have Not    Have Not
Name       Year  Exercisable(#) Unexercisable(#)  Options(#)   Price($)    Date    Vested(#)   Vested($)  Vested(#)   Vested(#)
----       ----  -------------- ---------------- ----------    -----       ----    ---------   ---------  ---------   ---------
Nitin      2010        --             --             --          --         --         --         --          --         --
Karnik     2009        --             --             --          --         --         --         --          --         --
           2008        --             --             --          --         --         --         --          --         --

Danny      2010        --             --             --          --         --         --         --          --         --
Mabey

Simon      2010        --             --             --          --         --         --         --          --         --
Westbrook

Jose       2010        --             --             --          --         --         --         --          --         --
Chavez     2009        --             --             --          --         --         --         --          --         --
           2008        --             --             --          --         --         --         --          --         --


                                       38

                             PENSION BENEFITS TABLE

                                               Number of         Present
                                                 Years          Value of           Payments
                                   Plan        Credited        Accumulated        During Last
Name                    Year       Name        Service(#)       Benefit($)       Fiscal Year($)
----                    ----       ----        ----------       ----------       --------------

Nitin Karnik            2010        --            --               --                --
                        2009        --            --               --                --
                        2008        --            --               --                --

Danny Mabey      (a)    2010        --            --               --                --

Simon Westbrook  (a)    2010        --            --               --                --

Jose Chavez      (b)    2010        --            --               --                --
                        2009        --            --               --                --
                        2008        --            --               --                --

----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.

                    NONQUALIFIED DEFERRED COMPENSATION TABLE

                                    Executive          Registrant        Agregate                             Aggregate
                                  Contributions      Contributions       Earnings           Aggregate          Balance
                                  in Last Fiscal     in Last Fiscal    in Last Fiscal      Withdrawals      at Last Fiscal
Name                    Year         Year($)            Year($)           Year($)        Distributions($)     Year-end($)
----                    ----         -------            -------           -------        ----------------     -----------
Nitin Karnik            2010           --                 --                --                  --                --
                        2009           --                 --                --                  --                --
                        2008           --                 --                --                  --                --

Danny Mabey      (a)    2010           --                 --                --                  --                --

Simon Westbrook  (a)    2010           --                 --                --                  --                --

Jose Chavez      (b)    2010           --                 --                --                  --                --
                        2009           --                 --                --                  --                --
                        2008           --                 --                --                  --                --

----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.

                           DIRECTOR COMPENSATION TABLE
                                                                                    Change in
                                                                                     Pension
                                                                                    Value and
                                 Fees                              Non-Equity      Nonqualified
                                Earned                             Incentive         Deferred
                               Paid in      Stock      Option        Plan          Compensation      All Other
    Name               Year    Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----               ----    -------     ---------  ---------  ---------------    -----------    ---------------   --------
Nitin Karnik           2010       --          --         --             --              --              --              --
                       2009       --          --         --             --              --              --              --
                       2008       --          --         --             --              --              --              --

Danny Mabey      (a)   2010       --          --         --             --              --              --              --

Simon Westbrook  (a)   2010       --          --         --             --              --              --              --

Jose Chavez      (b)   2010       --          --         --             --              --              --              --
                       2009       --          --         --             --              --              --              --
                       2008       --          --         --             --              --              --              --

----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.


                                       39

                          ALL OTHER COMPENSATION TABLE

                              Perquisites                                      Company                      Change
                               and Other                                   Contributions to  Severance    in Control
                               Personal           Tax          Insurance    Retirement and   Payments /   Payments /
Name                   Year   Benefits($)  Reimbursements($)  Premiums($)   401(k) Plans($)  Accruals($)  Accruals($)   Total($)
----                   ----   -----------  -----------------  -----------   ---------------  -----------  -----------   --------

Nitin Karnik           2010       --              --              --              --             --           --           --
                       2009       --              --              --              --             --           --           --
                       2008       --              --              --              --             --           --           --

Danny Mabey      (a)   2010       --              --              --              --             --           --           --

Simon Westbrook  (a)   2010       --              --              --              --             --           --           --

Jose Chavez      (b)   2010       --              --              --              --             --           --           --
                       2009       --              --              --              --             --           --           --
                       2008       --              --              --              --             --           --           --

----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.

                                PERQUISITES TABLE

                                                                                               Total
                                                                                            Perquisites
                                Personal Use     Financial                                   and Other
                                 of Company      Planning/                    Executive      Personal
Name                   Year      Car/Parking    Legal Fees     Club Dues      Relocation     Benefits
----                   ----      -----------    ----------     ---------      ----------     --------
Nitin Karnik           2010          --              --            --             --            --
                       2009          --              --            --             --            --
                       2009          --              --            --             --            --

Danny Mabey      (a)   2010          --              --            --             --            --

Simon Westbrook  (a)   2010          --              --            --             --            --

Jose Chavez      (b)   2010          --              --            --             --            --
                       2009          --              --            --             --            --
                       2008          --              --            --             --            --


----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.

                                       40

         POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

                                          Before Change     After Change
                                           in Control        in Control
                                          Termination       Termination
                                        w/o Cause or for    w/o Cause or      Voluntary                             Change in
Name                   Year    Benefit    Good Reason     for Good Reason    Termination    Death     Disability     Control
----                   ----    -------    -----------     ---------------    -----------    -----     ----------     -------

Nitin Karnik           2010      --           --                --               --           --          --            --
                       2009      --           --                --               --           --          --            --
                       2008      --           --                --               --           --          --            --

Danny Mabey      (a)   2010      --           --                --               --           --          --            --

Simon Westbrook  (a)   2010      --           --                --               --           --          --            --

Jose Chavez      (b)   2010      --           --                --               --           --          --            --
                       2009      --           --                --               --           --          --            --
                       2008      --           --                --               --           --          --            --


----------
(a)  Mr Mabey and Mr Westbrook were appointed in 2010
(b)  Mr Chavez resigned in 2010.

EMPLOYMENT AGREEMENTS

As of this time,  there are no employment  agreements  with any named  executive
officer.

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL  PERSONS,  CONFLICTS OF
INTEREST.  No retirement,  pension,  profit  sharing,  stock option or insurance
programs or other  similar  programs  have been adopted by us for the benefit of
our employees.

LEGAL PROCEEDINGS

We are  currently  not involved in any  litigation  that we believe could have a
materially  adverse effect on our financial  condition or results of operations.
There is no action, suit, proceeding,  inquiry or investigation before or by any
court,  public board,  government agency,  self-regulatory  organization or body
pending or, to the knowledge of the executive  officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our  subsidiaries  or of our  company's  or our  company's  subsidiaries'
officers or directors in their  capacities as such, in which an adverse decision
could have a material adverse effect.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table lists stock  ownership of our common stock,  as of December
31, 2010 based on an  aggregate  of  45,562,618  common  shares of the  combined
entities.  The information  includes beneficial ownership by (i) holders of more
than 5% of our common stock,  (ii) each of our directors and executive  officers
and (iii) all of our  directors  and  executive  officers as a group.  Except as
noted below,  to our  knowledge,  each person named in the table has sole voting
and investment power with respect to all shares of our common stock beneficially
owned by them.

                                       41

       Name and Address                      Amount of            Percentage
     of Beneficial Owner                Beneficial Ownership       of Class
     -------------------                --------------------       --------
Nitin Karnik (1)                              11,823,529             26.0%
255 W El Camino Real,
Sunnyvale, CA 94087

Danny Mabey  (2)                                  50,000              0.1%
1715 Canyon Circle,
Farmington, UT

Directors and officers                        11,823,529             26.0%
 as a group (1)

Guifeng Qui                                   13,137,255             28.8%
6-03 Xue Xi Yuan Vanke, New Town
Xin Yi Bau Da Doe, Tianjin, PRC 300402

Sulu Karnik (3)                                4,269,608              9.4%
255 W El Camino Real,
Sunnyvale, CA 94087

Maxway Electronics, Ltd. (4)                   3,869,608              8.5%
Room 1609-12 Nan Fung Tower
173 Des Voeux Road,  Hong Kong, PRC

----------
1.   Excludes holdings by Nitin Karnik's spouse, Sulu Karnik.
2.   In March 2011, Mr Mabey renounced his stock grant and returned the
     certificates for cancellation.
3.   Spouse of Nitin Karnik, excludes holdings by Nitin Karnik.
4.   Maxway Electronics, Ltd. is controlled by Sanjeev Dandpande.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Between  inception  and  December  31,  2010 one of our  directors,  Mr  Chavez,
provided  and billed for services  which were accrued but not paid.  The balance
due to Mr  Chavez  was  $30,565  on  December  31,  2009.  The  balance  due was
subsequently waived and written off as at March 31, 2010.  Subsequently,  in the
fourth  quarter of 2010,  Mr Karnick  paid off  supplier  balances  of $2,100 on
behalf of the Company and the balance is reported as a loan from  director.  The
loan is  unsecured,  interest-free,  and will be repaid when the Company  raises
sufficient cash to do so.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns  approximately 16 million shares of restricted common stock, also
owns a 100%  interest in Numerity  Corporation  from whom we have  licensed  our
engineering  technology,  IP and set top box ("STB") designs, and to whom we are
committed  to pay  royalties of $50 per STB after the first  100,000  units have
been shipped,  and $20 per STB after 200,000 units have been shipped. No royalty
payments  have been  made  through  December  31,  2010  since no STBs have been
shipped as at that date. In addition,  the Company committed to pay $415,000 per
annum to  Numerity  Corporation  in respect of a  maintenance  agreement  on the
licensed  software but has not made any such payments to Numerity as at December
31,  2010.  On July 1,  2010,  the  Company  and  Numerity  agreed to amend that
licensing  agreement to provide a deferral of maintenance dues, and an extension
of credit until the earlier of three months after first commercial shipment,  or
June 30, 2011. The amendment was authorized for the Company by Mr Danny Mabey, a
board director.

                                       42

 One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns  approximately 16 million shares of restricted common stock, also
owns a 100% interest in Numerity  Corporation  with whom we have  contracted the
provision of executive,  administration and business development services and to
whom we were  committed  to pay contract  service fees of $40,000 per month.  On
July 1, 2010, the Company  agreed to amend that Service  agreement such that the
next  $330,000 of service  fees  payable  would be waived by  Numerity,  and the
corresponding  fees would be payable  directly to Numerity's  sub-contractors  ,
either in cash or common stock at the option of the Company.  Additionally,  the
parties  agreed to extend  credit of  contract  service  fees  currently  due to
Numerity  on a  rolling  quarterly  basis,  subject  to  mutual  agreement.  The
amendment was authorized by Mr Danny Mabey, a board director. In the years ended
December  31,  2010  and  2009,  the  Company  accrued   $150,000  and  $480,000
respectively  for services  provided by Numerity  Corporation.  During 2010, the
Company paid  $160,000 off the oldest  portion of the debt leaving a balance due
to Numerity at December 31, 2010 of $470,000.

One of our shareholders,  Guifeng Qui, who owns  approximately 13 million shares
of  restricted  common  stock,  has  a  controlling   interest  in  the  Chinese
distributor  who we have appointed to represent us in developing our business in
China.  The  Agreement  with this  distributor  provides  that we will receive a
margin  of $20 on each  unit of  set-top  box  sold  through  that  distribution
channel,  and an additional $5 per month per subscriber for content distribution
contracts using our content library of over four thousand titles.

One of our shareholders,  directors and officers, Mr Karnick, who, together with
his wife, owns  approximately 16 million shares of restricted common stock, also
owns a 100%  interest  in  Numerity  Corporation  which owns the library of film
content  which we intend to include as part of our product  offerings.  Numerity
has agreed to make the library  available to us at no charge.  Subsequently  the
Company  entered into a formal  agreement  to document  this  arrangement  as of
December 31, 2010.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  following  table sets forth fees  related to services  performed  by George
Stewart, CPA:

                                             2010              2009
                                           --------          --------

               Audit Fees            (1)   $  9,749          $  8,400
               Audit Related Fees    (2)         --                --
               Tax Fees              (3)         --                --
               All Other fees        (4)         --                --
                                           --------          --------

               Total                       $  9,749          $  8,400
                                           ========          ========

----------
(1)  Audit fees represent fees for professional  services provided in connection
     with the audit of our  financial  statements  and  review of our  quarterly
     financial statements.
(2)  During 2010,  we did not incur fees for assurance  services  related to the
     audit of our  financial  statements  and for  services in  connection  with
     audits of our  benefit  plans,  which  services  would be  reported in this
     category.
(3)  Tax fees  principally  include  tax  advice,  tax  planning  and tax return
     preparation.  (4) Other fees relate to registration  statement  reviews and
     comments.

The Board of Directors has reviewed and discussed with the Company's  management
and  independent   registered  public  accounting  firm  the  audited  financial
statements of the Company  contained in the Company's Annual Report on Form 10-K
for the  Company's  2010  fiscal  year.  The Board has also  discussed  with the
auditors  the  matters  required  to  be  discussed   pursuant  to  SAS  No.  61
(Codification  of  Statements  on Auditing  Standards,  AU Section  380),  which
includes,  among other items, matters related to the conduct of the audit of the
Company's financial statements.

The Board has received and reviewed the written  disclosures and the letter from
the  independent  registered  public  accounting  firm required by  Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and has discussed with its auditors its independence from the Company. The Board
has  considered  whether the provision of services  other than audit services is
compatible with maintaining auditor independence.

                                       43

 Based on the review and  discussions  referred to above,  the Board approved the
inclusion  of the audited  financial  statements  be  included in the  Company's
Annual Report on Form 10-K for its 2010 fiscal year for filing with the SEC.

PRE-APPROVAL POLICIES

The  Board's  policy is to  pre-approve  all audit  services  and all  permitted
non-audit services  (including the fees and terms thereof) to be provided by the
Company's  independent  registered  public accounting firm;  provided,  however,
pre-approval  requirements  for non-audit  services are not required if all such
services (1) do not  aggregate to more than five percent of total  revenues paid
by the Company to its  accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.

The Board pre-approved all fees described above.

                                     PART IV

ITEM 15.  EXHIBITS

The following exhibits are included with this filing:

Exhibit
Number                   Description
------                   -----------
3(i)     Amended and Restated Articles of Incorporation**

3(ii)    Amended and Restated Bylaws**

10.1     Numerity licensing and maintenance agreement**

10.2     Numerity licensing and maintenance agreement 1st amendment**

10.3     Numerity service agreement**

10.4     Numerity service agreement 1st amendment**

10.5     Numerity service agreement 2nd amendment **

10.6     IN  TV  independent  sales  representation  agreement**

10.7     Numerity license to use office agreement**

10.8     Numerity revolving credit agreement**

10.9     Numerity video library license agreement**

31.1     Sec. 302 Certification of CEO**

31.2     Sec. 302 Certification of CFO**

32.1     Sec. 906 Certification of CEO**

32.1     Sec. 906 Certification of CFO**

----------
**   Filed herein.

                                       44

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

November 14, 2011                       IN Media Corporation


                                        By /s/ Nitin Karnik
                                           -------------------------------------
                                           Nitin Karnik
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer)


                                        By /s/ Simon P. Westbrook
                                           -------------------------------------
                                           Simon P. Westbrook
                                           Chief Financial Officer, Chief
                                           Financial Officer (Principal
                                           Accounting 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.


/s/ Nitin Karnik                                               November 14, 2011
-------------------------------------                          -----------------
Nitin Karnik                                                        Date
Chief Executive Officer and Director
(Principal Executive Officer)


/s/ Simon P. Westbrook                                         November 14, 2011
-------------------------------------                          -----------------
Simon P. Westbrook                                                  Date
Chief Financial Officer, Principal
Accounting Officer (Principal
Financial Officer)


/s/ Danny Mabey                                                November 14, 2011
-------------------------------------                          -----------------
Danny Mabey                                                         Date
Director

                                       45