UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2014~~2015

Commission File Number 000-54359

IN Media Corporation

(Exact name of Registrant as specified in its charter)

Nevada		1711		20-8644177
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employee Identification No.)

5872 Owens Avenue, #200, Carlsbad, CA 92008	888-368-9696
5872 Owens Avenue, #200, Carlsbad, CA. 92008		888-368-9696
(Address of principal executive offices)	~~(Registrant’s telephone number, including area code)~~	(Registrant’s telephone number, including area code)

5872 Owens Avenue, #200, Carlsbad, CA 92008

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

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

~~Common~~Indicate ~~Stock~~by check mark if the Registrant is a well-known seasoned issuer, ~~$.001 par~~as ~~value~~defined by Rule 405 of the Securities Act.

~~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~~Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act ~~Yes~~ . ~~No X~~

~~Indicate~~Yes by[ ] ~~check~~No 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~~Registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to ~~submit~~file ~~and post~~ such ~~files~~reports)~~. Yes .~~ ~~No X~~

~~Indicate~~Yes by[ ] ~~check~~No ~~mark~~[X] 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 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~~and by(2) ~~check~~has ~~mark~~been ~~whether~~subject ~~the~~to ~~registrant~~such isfiling arequirements ~~large~~for ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See~~ the ~~definitions~~past of90 ~~“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act~~days. ~~(Check one):~~

~~Large~~Yes ~~accelerated~~[X] ~~filer~~No .[ ] ~~Accelerated filer . Non-accelerated filer . (Do not check if a smaller reporting company) Smaller reporting company X .~~

Indicate by check mark whether the ~~registrant~~Registrant ishas asubmitted ~~shell~~electronically ~~company~~and ~~(as~~posted ~~defined~~on inits corporate Web site, if any, interactive Data File required to be submitted and posted pursuant to Rule ~~12b~~ 405 of Item 405 of Regulation S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act).~~12 ~~Yes .~~months ~~No X~~ (or for such shorter period that the registrant was required to submit and post such files).

OnYes ~~June~~[ ] ~~30,~~No ~~2014,~~[X] the last business day of the registrant’s most recently completed second fiscal quarter, 38,859,540 shares of its Common Stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant. The market value of those shares was $777,191 based on the last sale price of $0.02 per share of the Common Stock on that date. For this purpose, shares of Common Stock beneficially owned by each executive officer and director of the registrant and each beneficial owner of 10% or more of the Common Stock outstanding have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

AsIndicate by check mark if disclosure of ~~March~~delinquent 1filers pursuant to Rule 405 of Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, ~~2015~~and will not be contained, to the ~~registrant~~best ~~had~~of 68the registrant’s knowledge,~~889,932~~ ~~shares~~in definitive proxy or information statements incorporated by reference in Part III of ~~common~~this ~~stock,~~Form ~~par~~10-K ~~value~~or ~~$.001,~~any ~~issued~~amendment ~~and~~to ~~outstanding~~this Form 10-K.

~~Documents~~Yes ~~Incorporated~~[ ] byNo ~~Reference: None~~[X]

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

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

(Do not check if a smaller reporting company)

[ ]

Smaller reporting company

[X]

Emerging growth company

[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Aggregate market value of the voting stock held by non-affiliates computed by reference to the closing price at which the common stock sold on the over-the-counter market on September 29, 2017 was $0 (trading suspended). The voting stock held by non-affiliates on that date consisted of 67,999,795 shares of common stock.

Number of shares outstanding of each of the issuer’s class of common stock as of October 3, 2017:

Common Stock: 156,439,795

Preferred Stock: 0

DOCUMENTS INCORPORATED BY REFERENCE

None.

IN MEDIA CORPORATION

TABLE OF CONTENTS

		Page No.
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
Part II
Item 5.	Market for Common Equity and Related Stockholder Matters	12
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19
Part III
Item 10.	Directors and Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions and Director Independence	29
Item 14.	Principal Accounting Fees and Services	29
Part IV
Item 15.	Exhibits; Financial Statement Schedules	31
Signatures		32
Exhibit 31 – Management certification
Exhibit 32 – Sarbanes-Oxley Act

Page No.

2Part I

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-K to the terms “Company” "we", "us", "our" and "our company" refer to IN Media Corporation.

Item 1	Business	2
Item 1A	Risk Factors	5
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

Part II

Item 5.	Market for Common Equity and Related Stockholder Matters	12
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A	Controls and Procedures	17
Item 9B.	Other Information	18

Part III

Item 10.	Directors and Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13.	Certain Relationships and Related Transactions and Director Independence	21
Item 14.	Principal Accounting Fees and Services	22

Part IV

Item 15.	Exhibits; Financial Statement Schedules	23
Signatures		24
Exhibit 31	Management certification
Exhibit 32	Sarbanes-Oxley Act

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-K to the terms “Company” “we”, “us”, “our” and “our company” refer to IN Media Corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("“PSLRA"”) regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends in our industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business”. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly, and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Any statement in this report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks outlined under “Risk Factors” herein. The reader is cautioned that our Company does not have a policy of updating or revising forward-looking statements and thus the reader should not assume that silence by management of our Company over time means that actual events are bearing out as estimated in such forward-looking statements.

Part I

Item 1. Business

~~Background~~Business Development

INReferences ~~Media~~to ~~Corporation (the "Company") is a Nevada corporation incorporated on March 5~~“we,” ~~2007 as Tres Estrellas Enterprises~~“us,” ~~Inc. (~~“~~Tres Estrellas~~our”~~). Effective~~ ~~February~~or ~~3, 2010, we changed our name to IN Media Corporation. On October 30, 2009 (~~the “~~Acquisition Date~~Company”), wein ~~executed~~this anreport ~~agreement~~refer ~~between~~to INIn Media Corporation ~~("IN Media") and Tres Estrellas whereby IN Media shareholders acquired shares of the Company's common stock~~, ~~and~~a inNevada return we received all the issued and outstanding stock of IN Media, and IN Media was merged into Tres Estrellas. 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, 2014. corporation

~~Our~~History ~~fiscal year end is December 31.~~

3The Company was incorporated under the laws of the State Nevada on March 5, 2007 as Tres Estrellas Enterprises, Inc. and was organized with the stated purpose of utilizing the latest products and methods in pipe restoration plumbing contractor services for commercial and residential rental buildings in Baja California, Mexico. In April 2007, the Company received an initial funding of $11,000 through the sale of 5,500,000 common stock shares ($0.002 per share) to an officer and director.

~~Business~~On October 16, 2009, the Company executed an agreement between In-Media Corporation (a California corporation) and the Company (Tres Estrellas Enterprises, Inc.), whereby pursuant to the terms and conditions of the Agreement, In-Media shareholders acquired thirty three million, five hundred thousand (33,500,000) shares of our common stock, subsequent to which In-Media was merged into the Company. Prior to that transaction, the Company abandoned its pipe restoration plumbing contractor services business plan.

~~With~~Effective ~~our~~February ~~registered office in Reno~~3, ~~Nevada~~2010, ~~and~~Tres ~~principal~~Estrellas ~~executive office in Los Altos~~Enterprises, CAInc., ~~we were~~ a ~~development~~Nevada ~~stage~~corporation ~~company positioned to exploit~~ (the ~~emerging market for Internet Protocol Television (~~“~~IPTV~~Company”) ~~services for cable~~, ~~satellite,~~changed ~~internet,~~its ~~telephony~~name ~~and mobile markets. IPTV delivers video content~~ from ~~public~~Tres ~~domain~~Estrellas ~~and premium content sources over the internet to consumer display devices ranging from large screen TVs in the home~~Enterprises, ~~to mobile display devices such as the I-Phone or I-Pad~~Inc. ~~Our goal was~~ to ~~become~~In aMedia ~~provider~~Corporation. ofIn ~~IPTV~~addition, ~~implementation~~on ~~systems~~April ~~through the design and delivery of a combination of hardware~~21, ~~software~~2010, ~~manufacturing~~the ~~and~~trading ~~content~~symbol ~~services~~for atthe ~~competitive~~Company ~~prices.~~changed ~~We offeed our customers fully integrated plug-and-play solutions comprising hardware devices, operating software, and access~~ to ~~a library of video content~~“IMDC”. ~~We were offering a choice of three hardware devices, IPTV Set Top Box(IPSTB), Tablet PC , and Premium Video content:~~

~~Previously, we planned~~In toMarch ~~build~~2014, ~~our~~Mr. ~~business~~Dan byMabey, ~~focusing~~the onCompany’s ~~outsourcing~~Chief toOperating anOfficer ~~experienced~~ and ~~well~~a ~~established~~member ~~third~~of ~~party provider to reduce~~ the ~~risk~~Board of ~~product~~Directors ~~development~~for ~~problems~~approximately ~~and~~four ~~delays~~years, ~~market~~announced ~~and~~his ~~employee~~resignation ~~acquisition,~~effective ~~and~~as ~~up-front~~of ~~cash~~March ~~flow~~31, 2014. ~~This~~On ~~provider,~~that ~~Numerity~~same ~~Corporation~~day, isOn ~~owned~~October ~~and~~22, ~~controlled by Mr. Karnick~~2014, ~~one~~Nitin ofKarnik ~~our~~resigned ~~shareholders,~~as ~~former~~an ~~director~~executive ~~and~~officer ~~CEO,~~ and ~~provided~~as ~~contract~~a ~~executive,~~member ~~administration~~of ~~and~~the ~~business~~Board ~~development~~of ~~services~~Directors ~~(the~~and ~~“Service~~Fred ~~Agreement”)~~Wilson toresigned usas ona ~~terms~~member ~~approved~~of by the Board of Directors. ~~Numerity~~ ~~billed~~On usOctober ~~for~~21, ~~the~~2014, ~~actual~~Howard ~~cost~~J. ofHayes ~~any~~was ~~goods~~appointed oras ~~services~~our ~~requested~~Chief byExecutive usOfficer and ~~provided~~our ~~wholly~~Chief Financial Officer (Principal Accounting Officer, ~~exclusively~~effective October 21, 2014 and ~~necessarily~~Mr. ~~for~~Hayes and Michael Harper were appointed to serve as members of our ~~benefit~~Board of Directors.

~~Additionally~~On October 28, in2014, ~~November~~the ~~2008~~Company filed a Form 8-K announcing that it had signed a non-binding Letter of Intent with Hip Appeal Inc. (“Hip Appeal”), wean ~~licensed~~apparel ~~our~~company ~~engineering~~controlled ~~technology~~by Mr. Hayes, IPthat caters to the fashion conscience, ~~and~~active, ~~set~~on-the-go ~~top~~female. ~~box~~The ~~designs~~Letter (of Intent proposed that the ~~“Licensing~~Company ~~and~~issue ~~Maintenance~~forty ~~Agreement”~~million (40,000,000) ~~from~~shares ~~Numerity~~of ~~and~~common ~~committed~~stock to ~~pay~~the ~~maintenance~~shareholders ~~and~~of ~~royalties~~Hip Appeal in consideration for 100 percent of ~~$415,000~~the ~~per~~outstanding ~~annum~~shares of Hip Appeal. OnAccording ~~July~~to 1,the ~~2010~~terms of letter of intent, wethe ~~agreed~~transaction towould ~~amend~~not ~~that~~close ~~licensing~~unless ~~agreement~~(i) tothe ~~provide~~Company and Hip Appeal reach a ~~deferral~~definitive ofagreement ~~any~~on ~~further~~the ~~maintenance~~terms ~~dues~~of the merger, and an(ii) ~~extension~~the ofCompany ~~credit~~is ~~until~~able ~~three~~to ~~months~~obtain ~~after~~the ~~first~~written ~~commercial~~consent ~~shipment.~~of ~~One~~a majority of ~~our~~the shareholders, ~~Guifeng~~to ~~Qui,~~increase ~~who~~the ~~owns~~authorized ~~approximately~~capital, 13neither ~~million shares~~ of ~~restricted~~which ~~common~~terms ~~stock,~~were ~~has~~reached aas ~~controlling~~at ~~interest~~December in31, ~~the~~2015. ~~Chinese~~As ~~distributor~~of ~~who~~the wedate ~~had~~of ~~appointed~~this toreport, ~~represent~~the usCompany remains in ~~developing~~discussions ~~our~~with ~~business~~Hip inAppeal ~~China~~regarding acquisition.

~~During~~On ~~the~~March ~~third quarter~~31, ~~2013~~2016, ~~Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating~~ the ~~current~~Company ~~state~~filed ofan ~~demand~~amendment ~~for~~to our ~~products.~~Articles ~~We recognize that in spite~~ of ~~our~~Incorporation ~~best efforts, we have not been successful in generating sales revenue~~ to ~~date,~~increase ~~and~~the astotal anumber ~~result~~ of ~~feedback~~authorized ~~gained~~shares onof ~~that trip, and from trade channels we concluded that~~ the ~~business~~Company’s ~~plan~~capital ~~was~~stock ~~not~~from ~~viable and~~75, ~~in the fourth quarter of 2014~~000,000 weshares ~~abandoned~~to ~~the business plan. On October 22~~200, ~~2014 Mr. Karnik resigned as Chief Executive Officer~~000,000 ~~Chief Financial Officer and director and was replaced in these capacities by Mr~~shares. ~~Howard J. Hayes. On October 21, 2014 Mr. Fred Wilson retired as a director and was replaced by Mr. Michael Harper.~~

~~During~~On December 19, 2016, the ~~fourth~~Company ~~quarter~~sold ~~ended~~57,446,863 ~~December~~shares 31of its common stock, ~~2014~~par value $0.001 per share, ~~our~~to ~~management~~three ~~has~~parties. ~~been~~Of ~~analyzing~~those ~~the~~shares, ~~various~~49,446,863 ~~alternatives~~we ~~available~~sold to ~~our~~RVCA ~~company~~Partners, toLLC ~~ensure~~(“RVCA”), ~~our~~for ~~survival~~an ~~and~~aggregate tosales ~~preserve~~price ~~our~~of ~~shareholder's~~$49,446.67 ~~investment~~($0.001 per share), payable in ~~our~~cash. ~~common~~In addition, 4,000,000 shares were issued to Simon Westbrook as partial consideration for a settlement and release agreement wherein Mr. ~~This~~Westbrook ~~analysis~~released ~~has~~his ~~included~~claims ~~sourcing~~for ~~additional~~compensation ~~forms~~and reimbursement of ~~financing~~expense tofrom ~~continue~~the ~~our~~Company. ~~business~~In asaddition, is4,000,000 orshares ~~mergers~~were issued to Mike Harper, as partial consideration for a settlement and~~/or~~ ~~acquisitions~~release agreement wherein Mr. AtHarper ~~this~~released ~~stage~~his inclaims ~~our~~against ~~operations~~the Company for compensation and reimbursement of expense relating to his service as a consultant, weofficer ~~believe~~and ~~either~~director ~~course~~of isthe ~~acceptable~~Company. Also on December 19, as2016, ~~our~~RVCA ~~operations~~purchased ~~have~~13,993,137 ~~not~~Shares ~~been~~of ~~profitable~~the Company’s outstanding common Shares in a private transaction from Howard Hayes, an existing shareholder, director and ~~our~~officer ~~future~~of ~~prospects~~the Company. The purchase price for ~~our~~the ~~business~~13,993,137 ~~are~~Shares ~~not~~in ~~good~~that ~~without~~private ~~further~~transaction ~~financing~~was $13,993.14 ($0.001 per Share). The 13,993,137 Shares were assigned to by RVCA to DP Holdings Re, LLC (“DP”).

WeOn ~~are~~December ~~focusing~~19, ~~our~~2016, ~~preliminary~~Mr. ~~merger/acquisition~~Hunt ~~activities~~also onjoined ~~potential~~the ~~business~~Board ~~opportunities~~of ~~with~~Directors ~~established~~of ~~business~~the ~~entities~~Company ~~for~~and ~~the~~became ~~merger~~an ofofficer. aSubsequent ~~target~~to ~~business~~the ~~with~~share ~~our~~purchase ~~company~~and Mr. InHunt’s ~~certain instances~~appointment, aMessrs. ~~target~~Hayes ~~business~~and ~~may~~Mike ~~wish~~Harper toresigned ~~become~~from athe ~~subsidiary~~Board of ~~our~~Directors ~~company~~leaving orMr. ~~may~~Hunt ~~wish~~as tothe ~~contribute~~sole ~~assets~~director. ~~to our company rather than merge~~Mr. WeHayes ~~anticipate~~remains ~~that~~as ~~any~~the ~~new~~Company’s ~~acquisition~~CEO orand ~~business~~principal ~~opportunities~~accounting byofficer ~~our~~and ~~company~~principal ~~will~~financial ~~require additional financing~~officer. ~~There~~Through ~~can~~the beacquisition noof ~~assurance,~~the ~~however~~63,440,000 ~~that~~shares wedescribed ~~will~~above, beMr. ~~able~~Hunt’s appointment to ~~acquire~~ the ~~financing~~Board ~~necessary~~of toDirectors, ~~enable~~and usMessrs. toHayes ~~pursue~~and ~~our~~Harper’s ~~plan~~resignations offrom ~~operation.~~the IfBoard ~~our~~of ~~company~~Directors, ~~requires~~Mr. ~~additional~~Hunt ~~financing~~assumed ~~and~~control weof ~~are~~the ~~unable~~Company tofrom ~~acquire~~Messrs. ~~such~~Hayes ~~funds,~~and ~~our business may fail~~Harper.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.2

WeOn ~~anticipate~~June ~~that~~23, 2017, the ~~selection~~Company ofsold a25,000,000 ~~business~~shares ~~opportunity~~of inits ~~which~~common tostock, ~~participate~~par ~~will~~value ~~be complex and without certainty of success~~$0.001 ~~Management~~per ~~believes~~share, ~~that~~to ~~there~~one ~~are~~party, ~~numerous~~RVCA ~~firms~~Partners, inLLC ~~various~~(“RVCA”), ~~industries~~for ~~seeking~~an ~~the~~aggregate ~~perceived~~sales ~~benefits~~price of ~~being~~$25,000 ~~a publicly registered corporation~~($0.001 ~~Business~~per ~~opportunities~~share), ~~may~~payable ~~be available~~ in ~~many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex~~cash.

4At the conclusion of all of these transactions, DP and RVCA and their manager and owner, David Hunt, were the beneficial owners of an aggregate of 88,440,000 shares of the Company’s Common Stock, which constitute 56.5% of the outstanding shares of Common Stock. Mr. Hunt is manager and owner of DP and RVCA and also serves as an officer and director of the Company. Mr. Hunt is expected to provide services to the Company, in particular with respect to raising capital for the Company and in identifying and evaluating potential acquisition candidates.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.Objectives

AtWe ~~this~~propose ~~stage~~to seek, weinvestigate ~~can~~and, ~~provide~~if nowarranted, ~~assurance~~acquire ~~that~~an weinterest ~~will~~in beone ~~able~~or tomore ~~locate~~businesses. ~~compatible~~As of the date hereof, we have no business opportunities or ventures under contemplation for acquisition or merger. We propose to investigate potential opportunities, ~~what~~particularly ~~additional~~focusing ~~financing~~upon weexisting ~~will~~privately ~~require~~held businesses whose owners are willing to ~~complete~~consider merging their businesses into our company in order to establish a ~~combination~~public trading market for their common stock, and whose managements are willing to operate the acquired businesses as divisions or ~~merger~~subsidiaries ~~with~~of ~~another~~our ~~business~~company. ~~opportunity~~The businesses we acquire may or ~~whether~~may ~~the~~not ~~opportunity's~~need ~~operations~~an ~~will~~injection beof ~~profitable~~cash to facilitate their future operations.

IfWe wecurrently ~~are~~do ~~unable~~not intend to ~~secure~~restrict ~~adequate~~our ~~capital~~search for investment opportunities to ~~continue~~any ~~our~~particular ~~business~~industry or ~~alternatively~~geographical location and may, ~~complete~~therefore, aengage in essentially any business. Our executive officers will review material furnished to them by the proposed merger or acquisition, ~~our~~candidates ~~shareholders~~and will ~~lose~~ultimately ~~some~~decide if a merger or ~~all~~acquisition is in our best interests and the interests of our shareholders. We intend to source business opportunities through our officers and directors and their ~~investment~~contacts. Those contacts include professional advisors such as attorneys and ~~our~~accountants, securities broker dealers, venture capitalists, members of the financial community, other businesses and others who may present solicited and unsolicited proposals. Management believes that business ~~will~~opportunities ~~likely~~and ~~fail~~ventures may become available to it due to a number of factors, including, among others: (1) management’s willingness to consider a wide variety of businesses; (2) management’s contacts and acquaintances; and (3) our flexibility with respect to the manner in which we may be able to structure, finance, merge with or acquire any business opportunity.

~~Other~~The ~~than~~analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors. Inasmuch as ~~set~~we ~~out~~will ~~herein~~have limited funds available to search for business opportunities and ventures, we ~~have~~will not ~~entered~~be ~~into~~able ~~any~~to ~~formal~~expend ~~written~~significant ~~agreements~~funds ~~for~~on a ~~business~~complete ~~combination~~and orexhaustive ~~opportunity.~~investigation Ifof ~~any~~ such ~~agreement~~business isor ~~reached~~opportunity. We will, wehowever, ~~intend~~investigate, to ~~disclose~~the ~~such~~extent anbelieved ~~agreement~~reasonable by ~~filing~~our amanagement, ~~current~~such ~~report~~potential onbusiness ~~Form~~opportunities ~~8-K~~or ~~with~~ventures ~~the~~by ~~Securities~~conducting ~~and~~a ~~Exchange~~so-called ~~Commission~~“due diligence investigation”.

~~Hip~~In ~~Appeal~~a ~~Inc~~so-called “due diligence investigation”, we intend to obtain and review materials regarding the business opportunity. Typically such materials will include information regarding a target business’ products, services, contracts, management, ownership, and financial information. In addition, we intend to cause our officers or agents to meet personally with management and key personnel of target businesses, ask questions regarding our prospects, tour facilities, and conduct other reasonable investigation of the target business to the extent of our limited financial resources and management and technical expertise.

OnOur ~~October~~executive ~~28,~~officers ~~2014,~~anticipate ~~the~~funding ~~Company~~our ~~filed~~operations, aincluding ~~Form~~providing ~~8-K~~funds ~~announcing~~necessary ~~that~~to itsearch ~~had~~for ~~signed~~acquisition acandidates, ~~non-binding~~until ~~Letter~~an ofacquisition ~~Intent~~candidate ~~with~~is ~~Hip Appeal Inc~~found. Accordingly, anno ~~apparel~~alternative ~~company~~cash ~~that~~resources ~~caters~~have tobeen ~~the fashion conscience, active, on-the-go female~~explored. ~~This~~We ~~Letter~~expect ~~of Intent provides that~~ the ~~Company~~investigation ~~will issue forty million (40,000,000) shares~~ of ~~common~~specific ~~stock~~business toopportunities ~~Mr.~~and ~~Howard~~the ~~Hayes~~negotiation, ~~our~~drafting ~~director~~ and ~~CEO,~~execution ~~for 100 percent~~ of ~~the~~relevant ~~outstanding~~agreements, ~~shares~~disclosure ofdocuments ~~Hip~~and ~~Appeal.~~other ~~This~~instruments ~~transaction~~ will ~~not~~require ~~close~~substantial ~~until~~management ~~the~~time ~~closing~~and ~~condition,~~attention ~~requiring~~and ~~the~~costs ~~shareholders~~for ~~of the Company to approve increasing the authorized shares of the Company sufficiently to~~legal, ataccounting ~~the~~and ~~least, allow~~other ~~for~~relevant ~~such~~professional ~~issuance~~services.

~~Hip~~We ~~Appeal~~seek ~~Inc.~~target ~~located~~businesses inthat ~~Carlsbad,~~have ~~California,~~a ~~created~~potential ~~and~~for ~~sells a practical~~growth, ~~but~~indicated ~~modernly~~by ~~fashionable~~new technology, ~~more Hip more Appealing~~anticipated ~~version of~~market ~~the~~expansion ~~fanny~~or ~~pack~~new ~~that~~products, isa ~~comfortable,~~competitive ~~stylish~~position ~~and~~in ~~yet~~their ~~not~~space, ~~embarrassing~~strong tomanagement, ~~those~~audited ~~who~~financial ~~wear~~statements itor ~~for~~financial ~~support,~~statements ~~storage~~capable ~~and~~of ~~security~~audit.

~~THERE~~We ~~CAN~~are BEcurrently NOinsolvent. ~~ASSURANCES~~We ~~THAT~~have ~~NEGOTIATIONS~~very ~~WITH~~little ~~ANY~~cash ~~PROSPECTIVE~~on ~~BUSINESS,~~hand ~~INCLUDING~~and ~~BUT~~our ~~NOT~~payables ~~LIMITED~~are TOgreater ~~THE~~than ~~ENTITIES~~our ~~DISCUSSED~~cash ~~ABOVE~~on hand. We have no income generating ability and are therefore reliant on raising money from loans or stock sales. These conditions raise substantial doubt about our ability to continue as a going concern. Nevertheless, ~~WILL~~our ~~RESULT~~financial INstatements Aare ~~MERGER~~presented ~~WITH~~on ~~OUR~~the ~~COMPANY~~assumption ORthat ~~THAT~~we ~~SUCH~~will ~~MERGER~~continue ~~WILL~~as ~~RESULT~~a INgoing ~~PROFITABILITY~~concern.

~~Employees~~3

WeBusiness ~~have no employees and previously outsourced our requirements through Numerity.~~ Acquisition

~~Where~~The ~~You~~structure ~~Can~~of ~~Find~~our ~~More~~participation ~~Information~~in a business opportunity or venture will be situational. We may structure our acquisitions as an asset purchase, merger, or an acquisition of securities. It is likely that the anticipated value of the business and/or assets that we acquire relative to the current value of our securities will result in the issuance of a relatively large number of shares and, as a result, substantial additional dilution to the percentage ownership of our current stockholders. Moreover, our present management and shareholders may not have control of a majority of our voting shares following a business acquisition or other reorganization transaction. It is possible that the shareholders of the acquired entity will gain control of our voting stock and our directors may resign and new directors may be appointed without any vote by the shareholders. Those directors are entitled to replace our officers without stockholder vote.

We ~~will~~are ~~make~~not ~~available~~an ~~free~~“investment ofadviser” ~~charge~~under ~~any~~the ofFederal ~~our~~Investment ~~filings~~Advisers asAct ~~soon~~of as1940, ~~reasonably~~which ~~practicable~~classification ~~after~~would weinvolve ~~electronically~~a ~~file~~number ~~these~~of ~~materials~~negative ~~with~~considerations. Accordingly, orwe ~~otherwise~~will not furnish ~~them~~or todistribute advice, ~~the~~counsel, ~~Securities~~publications, ~~and~~writings, ~~Exchange~~analysis ~~Commission~~or ~~(“SEC”). We~~reports ~~are~~to ~~not~~anyone ~~including~~relating to the ~~information~~purchase ~~contained~~or insale ~~our~~of ~~website~~any assecurities ~~part~~within ofthe language, ormeaning ~~incorporating~~and itintent byof ~~reference~~Section ~~into,~~2(a)(11) ~~this~~of ~~report~~the onInvestment ~~Form~~Advisers ~~10-K~~Act (15 U.S.C. 80b2(a)(11)).

~~The~~We ~~public~~ may ~~read~~become ~~and~~involved ~~copy~~in ~~any~~a ~~materials~~business weopportunity ~~file~~through ~~with~~purchasing ~~the~~or ~~SEC~~exchanging at the ~~SEC's~~securities ~~Public~~of ~~Reference~~such ~~Room~~business. atWe ~~100~~do Fnot ~~Street~~intend, ~~N.E.~~however, ~~Washington,~~to ~~D.C.~~engage ~~20002.~~primarily ~~The~~in ~~public~~such ~~may~~activities ~~obtain~~and ~~information~~we onare ~~the~~not ~~operation~~registered ofas ~~the~~an ~~Public~~“investment ~~Reference~~company” ~~Room~~under ~~by calling~~ the ~~SEC~~Federal atInvestment ~~1-800-SEC-0330.~~Company ~~The~~Act ~~SEC~~of ~~maintains~~1940. anWe ~~Internet~~believe ~~site~~such ~~that~~registration ~~contains~~is ~~reports,~~not ~~proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www~~required.~~sec.gov).~~

~~RISK~~We ~~FACTORS~~must conduct our activities so as to avoid becoming inadvertently classified as a transient “investment company” under the Federal Investment Company Act, which classification would affect us adversely in a number of respects. Section 3(a) of the Investment Company Act provides the definition of an “investment company” which excludes an entity which does not engage primarily in the business of investing, reinvesting or trading in securities, or which does not engage in the business of investing, owning, holding or trading “investment securities” (defined as “all securities other than United States government securities or securities of majority-owned subsidiaries”,) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). We intend to implement our business plan in a manner which will result in the availability of this exemption from the definition of “investment company.” We propose to engage solely in seeking an interest in one or more business opportunities or ventures.

~~The~~Effective ~~risk~~January ~~factors~~14, ~~required~~1981, ~~pursuant~~the toSEC ~~Regulation~~adopted SRule 3a-K,2 ~~Item~~which ~~503(c)~~deems ~~are~~that ~~not~~an ~~required~~issuer ~~for~~is ~~smaller~~not ~~reporting~~engaged ~~companies.~~in ~~Accordingly,~~ the ~~Company~~business ~~has~~of ~~determined~~investing, toreinvesting, ~~provide~~owning, ~~particular~~holding ~~risk~~or ~~factors~~trading atin ~~this~~securities ~~time.~~for ~~The~~purposes ~~risks~~of ~~and~~Section ~~uncertainties~~3(a)(1) ~~described~~cited ~~below~~above ~~are~~if, ~~not~~during ~~the~~a ~~only~~period ~~ones~~of ~~facing~~time ~~us.~~not ~~Other~~exceeding ~~events~~one ~~that~~year, wethe doissuer ~~not~~has ~~currently~~a ~~anticipate~~bona orfide ~~that~~intent weto ~~currently~~be ~~deem~~engaged ~~immaterial~~primarily, ~~also~~or ~~may~~as ~~affect~~soon ~~our~~as ~~results~~reasonably ofpossible ~~operations~~(in ~~and financial condition. If~~ any ~~events~~event ~~described~~by in the ~~risk~~termination ~~factors~~of ~~actually~~a ~~occur,~~one ~~our~~year ~~business,~~period ~~operating~~of ~~results~~time), ~~prospects~~in ~~and~~a ~~financial~~business ~~condition~~other ~~could~~than ~~be materially harmed. In connection with the forward looking statements~~ that ~~appear~~of ~~elsewhere~~investing, inreinvesting, ~~this annual report~~owning, ~~you~~holding ~~should~~or ~~also~~trading ~~carefully~~in ~~review~~securities ~~the~~and ~~cautionary~~such ~~statement~~intent ~~referred~~is toevidenced ~~under~~by ~~“Cautionary~~our ~~Statement~~business ~~Regarding Forward Looking Statements~~activities.”

5Principal Products or Services and Their Markets

~~SHOULD~~None; ~~ONE~~not OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS OF OUR BUSINESS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.applicable

~~MINIMAL OPERATING HISTORY AND NO REVENUE MEANS THAT IT IS DIFFICULT TO DETERMINE WHEN~~Competition, IFCompetitive ATPosition ~~ALL,~~in WEthe ~~WILL~~Industry ~~EVER~~and BEMethods ~~PROFITABLE,~~of ~~AND PROVIDE A RETURN TO INVESTORS.~~Competition

WeNone; ~~have~~not had a minimal operating history and have subsequently 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. 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.applicable

~~THE~~Dependence ~~REPORT~~on OFOne ~~OUR~~or ~~INDEPENDENT~~a ~~REGISTERED~~Few ~~PUBLIC~~Major ~~ACCOUNTING FIRM CONTAINS EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN~~ Customers

~~The~~None; ~~independent~~not 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 $3.9 million and have earned no revenues since inception, and our current assets are only $100. If we are unable to obtain sufficient financing in the near term or achieve profitability through merger with an operating entity, 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.applicable

~~THE~~Patents, ~~REGULATION~~Trademarks, OFLicenses, ~~PENNY~~Franchises, ~~STOCKS~~Concessions, BYRoyalty ~~SEC~~Agreements ~~AND~~or ~~FINRA~~Labor ~~(FINANCIAL INDUSTRY REGULATORY AUTHORITY~~Contracts, ~~INC.)~~Including ~~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.~~Duration

WeNone; ~~are~~not 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.applicable

InNeed ~~addition,~~For ~~the~~Any ~~Securities~~Government ~~and~~Approval ~~Exchange Commission has adopted a number~~ of ~~rules~~Principal toProducts ~~regulate~~or "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.Services

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 issuerNone; (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.applicable

6Effect of Existing or Probable Governmental Regulations on Business

~~FINRA~~None; ~~SALES~~not ~~PRACTICE REQUIREMENTS MAY LIMIT A SHAREHOLDER’S ABILITY TO BUY AND SELL OUR COMMON SHARES.~~applicable

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.4

WETime ~~ARE~~Spent ADuring ~~"SHELL"~~the ~~COMPANY~~Last ~~AND~~Two ~~OUR~~Fiscal ~~SHARES~~Years ~~WILL~~on BEResearch ~~SUBJECT~~and TODevelopment ~~RESTRICTIONS ON RESALE.~~Activities

AsNone; we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed to be a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell company, and we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.applicable

~~FUTURE~~Costs ~~ISSUANCES~~and OFEffects ~~SHARES~~of ~~FOR~~Compliance ~~VARIOUS~~with ~~CONSIDERATIONS~~Environmental ~~INCLUDING~~Laws ~~WORKING~~(federal, ~~CAPITAL~~state ~~AND~~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.~~local)

~~There~~None; ~~may~~not 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, payment of debt or acquisitions.applicable

~~THERE~~Number ~~MAY~~of INTotal ~~ALL~~Employees ~~LIKLIHOOD~~and BENumber ~~LITTLE~~of ~~DEMAND~~Full-Time ~~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.~~Employees

There may be little demand for shares of our common stock on the OTC Bulletin Board, or OTC Markets.com, 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.None

~~FAILURE~~ITEM TO1A. ~~ACHIEVE~~RISK ~~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~~FACTORS.

ItRISK isFACTORS ~~time~~RELATING ~~consuming,~~TO ~~difficult~~OUR ~~and~~COMPANY ~~costly~~AND ~~for~~OUR us to develop and maintain the internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act, and as our business develops, we may need to hire additional financial reporting, internal auditing and other finance staff in order to remain compliant. The cost of compliance will adversely affect our financial results, while, if we are unable to comply, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies. STOCK

7OUR BALANCE SHEET IS WEAK AND WE LACK LIQUIDITY

IfOur webalance ~~fail~~sheet tois ~~comply~~weak. inThere ais ~~timely~~no ~~manner~~guarantee ~~with~~that ~~the~~we ~~requirements~~can ofobtain ~~Section 404 of~~ the ~~Sarbanes-Oxley~~funding ~~Act~~needed ~~regarding~~for ~~internal~~our ~~control~~operations ~~over~~and ~~financial~~for ~~reporting~~acquisitions oron toacceptable ~~remedy~~terms, ~~any~~if ~~material~~at ~~weaknesses~~all, inand neither our ~~internal~~directors, ~~controls that we may identify~~officers, ~~such~~or ~~failure~~any ~~could~~third ~~result~~party inis ~~material~~obligated ~~misstatements~~to inprovide ~~our~~any ~~financial~~financing. ~~statements,~~A ~~cause~~failure ~~investors~~ to ~~lose~~pay ~~confidence~~our inexpenses ~~our~~when ~~reported~~they ~~financial~~become ~~information~~due and ~~have~~payable acould ~~negative~~materially ~~effect~~adversely onaffect our Company and the trading price of our common stock.

~~Pursuant~~WE toMAY ~~Section 404~~NOT ofBE ~~the~~PROFITABLE ~~Sarbanes-Oxley~~IN ~~Act~~THE 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. FUTURE

InWe ~~addition,~~have innot ~~connection~~been ~~with~~profitable ~~our~~during ~~on-going~~most ~~assessment~~ of ~~the~~our ~~effectiveness~~years of ~~our~~operation. ~~internal~~We ~~control~~face ~~over~~many ~~financial~~risks ~~reporting,~~that wecould ~~may~~prevent ~~discover~~us ~~“material~~from ~~weaknesses”~~achieving profits in ~~our~~future ~~internal~~years. ~~controls~~We ascannot ~~defined~~assure inyou ~~standards~~that ~~established~~we bywill ~~the~~be ~~Public~~profitable ~~Company~~in ~~Accounting Oversight Board, or~~ the ~~PCAOB~~future. AThere ~~material~~can ~~weakness~~be isno aassurance ~~significant deficiency, or combination of significant deficiencies,~~ that ~~results~~any inacquisition ~~more~~we ~~than~~make ~~a remote likelihood that a material misstatement of the annual or interim financial statements~~ will ~~not~~ be ~~prevented or detected~~profitable. ~~The~~A ~~PCAOB~~failure ~~defines~~to ~~“significant~~achieve ~~deficiency”~~profitability ascould amaterially ~~deficiency~~adversely ~~that~~affect ~~results~~our inCompany ~~more~~and ~~than a~~the ~~remote~~trading ~~likelihood~~price ~~that a misstatement~~ of ~~the~~our ~~financial~~common ~~statements that is more than inconsequential will not be prevented or detected~~stock.

InMINIMAL ~~the~~OPERATING ~~event~~HISTORY ~~that~~AND aNO ~~material~~REVENUE ~~weakness~~MEANS isTHAT ~~identified,~~IT ~~upon~~IS ~~receiving~~DIFFICULT ~~sufficient~~TO ~~financing~~DETERMINE orWHEN, ~~generating~~IF ~~sufficient~~AT ~~revenues~~ALL, weWE ~~will~~WILL ~~employ~~EVER ~~qualified~~BE ~~personnel and adopt and implement policies and procedures to address any such material weaknesses. However~~PROFITABLE, ~~the~~AND ~~process~~PROVIDE ofA ~~designing~~RETURN ~~and~~TO 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 companyINVESTORS. 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~~We ~~failure~~have tohad ~~complete~~a ~~our~~minimal ~~assessment~~operating ofhistory ~~our~~and ~~internal~~have ~~control~~subsequently ~~over~~generated ~~financial~~no ~~reporting,~~revenues toor ~~remediate~~earnings ~~any~~from ~~material~~operations. ~~weaknesses~~We ~~that~~have weno ~~may~~significant ~~identify~~assets or tofinancial ~~implement~~resources. ~~new~~We ~~or improved controls~~will, ~~or difficulties encountered~~ in ~~their~~all ~~implementation~~likelihood, ~~could~~sustain ~~harm our~~ operating ~~results,~~expenses ~~cause~~without uscorresponding torevenues. ~~fail~~This towill ~~meet our reporting obligations or~~ result in ~~material~~us ~~misstatements~~incurring ina ~~our~~net ~~financial~~operating ~~statements.~~loss ~~Any~~which ~~such~~will ~~failure~~increase ~~could~~continuously ~~also~~until ~~adversely~~we ~~affect~~can ~~the~~generate ~~results~~sufficient ofrevenue. ~~the~~There ~~periodic~~is ~~management~~no ~~evaluations~~assurance ~~of our internal controls and, in the case of a failure to remediate any material weaknesses~~ that we ~~may~~can ~~identify,~~generate ~~would~~or ~~adversely~~sustain ~~affect~~profitable ~~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~~operations. ~~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~~THE ~~systems~~REPORT ofOF ~~internal~~OUR ~~controls~~INDEPENDENT ~~and~~REGISTERED ~~procedures~~PUBLIC ~~that~~ACCOUNTING weFIRM ~~have~~CONTAINS ~~developed~~EXPLANATORY ~~and~~LANGUAGE ~~implemented~~THAT toSUBSTANTIAL ~~date~~DOUBT ~~are~~EXISTS ~~adequate~~ABOUT inOUR aABILITY ~~business~~TO ~~that~~CONTINUE ~~has~~AS noA ~~revenue,~~GOING ~~few~~CONCERN 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, board members 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 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~~The ~~NEVADA~~independent ~~CORPORATION~~auditor’s ~~LAW~~report ~~PROVISIONS~~on ~~COULD~~our ~~PREVENT~~financial Astatements ~~POTENTIAL~~contains ~~TAKEOVER~~explanatory language that substantial doubt exists about our ability to continue as a going concern, ~~WHICH~~specifically ~~COULD~~in ~~ADVERSELY~~Note ~~AFFECT~~2 ~~THE~~to ~~MARKET~~the ~~PRICE~~financial OFstatements. ~~OUR~~The ~~COMMON~~report ~~STOCK~~states that we had accumulated a loss from operations of $3.9 million and have earned no revenues since inception, and our current assets are $0. If we are unable to obtain sufficient financing in the near term or achieve profitability through merger with an operating entity, 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.

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 directors5

8THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) HAS INSTITUTED AN ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 12(J) OF THE SECURITIES EXCHANGE ACT OF 1934 WHICH MAY LEAD TO A CESSATION OF OUR STOCK’S ABILITY TO BE TRADED, SUBSTANTIALLY DESTROY OUR ABILITY TO ENGAGE IN CAPITAL FORMATION, AND MAY RESULT IN A TOTAL LOSS OF YOUR INVESTMENT.

~~THE~~On ~~MARKET~~September ~~PRICE~~25, ~~FOR~~2017, ~~OUR~~the ~~COMMON~~SEC ~~SHARES~~filed ISan ~~PARTICULARLY~~order ~~VOLATILE~~instituting ~~GIVEN~~proceedings ~~OUR~~against ~~STATUS~~In ASMedia ACorp. ~~RELATIVELY~~on ~~UNKNOWN~~the ~~COMPANY~~basis ~~WITH~~that AIn ~~SMALL~~Media ~~AND~~has ~~THINLY~~been ~~TRADED~~delinquent ~~PUBLIC~~in ~~FLOAT~~its periodic filings with the Commission, ~~LIMITED~~have ~~OPERATING~~repeatedly ~~HISTORY~~failed ~~AND~~to ~~LACK~~meet OFtheir ~~PROFITS~~obligations ~~WHICH~~to ~~COULD~~file ~~LEAD~~timely TOperiodic ~~WIDE~~reports ~~FLUCTUATIONS~~since INmid-2015, ~~OUR~~having ~~SHARE~~not ~~PRICE~~filed any periodic reports since it filed a Form 10-Q for the period ended March 31, 2015. ~~THE~~The ~~PRICE~~SEC ATfurther ~~WHICH~~claims ~~YOU~~that ~~PURCHASE~~In ~~OUR~~Media ~~COMMON~~Corp. ~~SHARES~~failed ~~MAY~~to ~~NOT~~heed BEdelinquency ~~INDICATIVE~~letters OFsent ~~THE~~to ~~PRICE~~them ~~THAT~~by ~~WILL~~the ~~PREVAIL~~Division INof ~~THE~~Corporation ~~TRADING~~Finance ~~MARKET~~requesting compliance with their periodic filing obligations. ~~YOU~~As ~~MAY~~a BEresult, ~~UNABLE~~the TOSEC ~~SELL~~deems ~~YOUR~~“it ~~COMMON~~necessary ~~SHARES~~and ATappropriate ORfor ~~ABOVE~~the ~~YOUR~~protection ~~PURCHASE~~of ~~PRICE~~investors to institute public administrative proceedings pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”)” against In Media Corporation. The stated purpose of the proceedings instituted by the SEC is to determine whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, ~~WHICH~~or ~~MAY~~revoke ~~RESULT~~the INregistration ~~SUBSTANTIAL~~of ~~LOSSES~~each TOclass ~~YOU~~of securities registered pursuant to Section 12 of the Exchange Act. The result of a revocation of the company’s registration statement would mean that its trading symbol IMDC would no longer be used and any public market for IMDC stock would immediately cease. We do not believe that it is necessary or appropriate for the protection of investors to suspend the trading of IMDC shares or to deregister the shares and intend to attempt to resolve this matter with the SEC. In particular because we had already taken significant steps toward becoming current before the 12j action was filed, and we believe that the reasons for our delinquent filings has been rectified by, among other things, a change in management and that, as evidenced by this report, our filings are being brought current. However, the SEC has a substantial success rate in deregistering issuers, like IMDC, against which it brings actions under Section 12j. The result if the SEC prevails in their 12j action will be substantial hindrance of our ability to engage in capital formation or execute our business plan and will likely result in a total loss of your investment.

~~The~~THE ~~market~~COMMISSION ~~for~~SUSPENDED ~~our~~THE ~~common~~TRADING ~~shares~~OF isOUR ~~characterized~~STOCK byFROM ~~significant~~9:30 ~~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~~A. ~~The volatility in our share price is attributable to a number of factors~~M. ~~First,~~EDT asON ~~noted~~SEPTEMBER ~~above~~26, ~~our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity~~2017, ~~the~~THROUGH ~~trading~~11:59 ~~of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction~~P. 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 priceM. ~~Secondly,~~EDT weON ~~are~~OCTOBER ~~a speculative or “risky” investment due to our limited operating history and lack of revenue and profits to date~~9, ~~shortage~~2017 ofPURSUANT ~~working~~TO ~~capital,~~SECTION ~~and~~12(K) ~~uncertainty~~OF ofTHE ~~future~~EXCHANGE ~~market~~ACT ~~acceptance~~WHICH ~~for~~HINDERS ~~our~~THE ~~potential~~ABILITY ~~products.~~FOR AsA aMARKET ~~consequence~~TO ofMADE ~~this~~IN ~~enhanced~~OUR ~~risk~~SECURITIES, ~~more~~SUBSTANTIALLY ~~risk-adverse~~HINDERS ~~investors~~OUR ~~may,~~ABILITY ~~under~~TO ~~the~~ENGAGE ~~fear~~IN ofCAPITAL ~~losing all or most of their investment in the event of negative news or lack of progress~~FORMATION, beAND ~~more~~MAY ~~inclined~~ULTIMATELY toRESULT ~~sell~~IN ~~their~~A ~~shares~~TOTAL onLOSS ~~the~~OF ~~market~~YOUR ~~more quickly and at greater discounts than would be the case with the stock of a seasoned issuer~~INVESTMENT. 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 apparent connection with the proceedings instituted under Section 12j of the Exchange Act discussed above, on September 25, 2017, the Commission also unilaterally and summarily suspended the trading in our stock for a period of 10 days. The Commission’s stated basis for the suspension is the lack of current and accurate information concerning the securities of IN ~~OUR~~Media ~~COMMON~~Corporation ~~SHARE~~having ~~PRICE~~not ~~MAY~~filed ~~SUBJECT~~any USperiodic TOreports ~~SECURITIES~~since ~~LITIGATION~~it filed a Form 10-Q for the period ended March 31, ~~THEREBY~~2015. ~~DIVERTING~~The ~~OUR~~Commission ~~RESOURCES~~indicates ~~THAT~~that ~~MAY~~on ~~HAVE~~May A31, ~~MATERIAL~~2017, ~~EFFECT~~the ONCommission’s ~~OUR~~Division ~~PROFITABILITY~~of ~~AND~~Corporation ~~RESULTS~~Finance OF(“Corporation ~~OPERATIONS~~Finance”) sent a delinquency letter to us requesting compliance with its periodic filing requirements, but did not receive a response. The Commission states in its suspension order dated September 25, 2017 that it is of the opinion that the public interest and the protection of investors require a suspension of trading in our securities for 10 trading days. However, the impact of a trading suspension is more severe than only a 10-day suspension. When an SEC trading suspension ends, a broker-dealer may not trade or resume quotations in our stock, or any stock that has been subject to a trading suspension, until a broker-dealer files a Form 211 with the Financial Industry Regulatory Authority (“FINRA”) representing that it has satisfied all applicable requirements, including those of Rule 15c2-11. No broker-dealer may solicit or recommend that an investor buy shares in a stock that has been subject to a trading suspension unless and until FINRA has approved a Form 211 relating to the stock. If there are continuing regulatory concerns about the company, its disclosures, or other factors, such as a pending regulatory investigation, a Form 211 application may not be approved. As a result, at best, only limited or “unsolicited” trading can occur in our stock after the suspension until, if ever, a Form 211 is approved by FINRA. As a result of the regulatory rules and environment, we believe that it is difficult to locate a broker willing to file a Form 211 with FINRA. As a result, we may never be able to file a Form 211. If we are unable to locate a broker willing to file a Form 211 and/or are unable to get a Form 211 cleared with FINRA, the result will be a substantial hindrance of our ability to engage in capital formation or execute our business plan and will likely result in a total loss of your investment.

AsTHE ~~discussed~~REGULATION inOF ~~the~~PENNY ~~preceding~~STOCKS ~~risk~~BY ~~factor,~~SEC ~~the~~AND ~~market~~FINRA ~~for~~(FINANCIAL ~~our~~INDUSTRY ~~common~~REGULATORY ~~shares is characterized by significant price volatility when compared to seasoned issuers~~AUTHORITY, ~~and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future~~INC.) InMAY ~~the~~DISCOURAGE ~~past,~~THE ~~plaintiffs~~TRADABILITY ~~have~~OF ~~often~~THE ~~initiated~~COMPANY’S ~~securities~~SECURITIES ~~class~~AND ~~action~~THEREBY ~~litigation~~MAKE ~~against~~IT aHARD ~~company~~FOR ~~following~~INVESTORS ~~periods~~TO ofSELL ~~volatility~~THEIR inSHARES ~~the~~AT ~~market~~THE ~~price~~TIME ofAND ~~its~~PRICES ~~securities.~~THEY WeMIGHT ~~may~~OTHERWISE ~~in the future be the target of similar litigation~~EXPECT. ~~Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.~~

WEWe DOare ~~NOT~~a ~~HAVE~~“penny ~~KEY~~stock” ~~MAN~~company. ~~INSURANCE~~We ONare ~~OUR~~subject ~~CEO~~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, ONthe ~~WHOM~~phrase WE“accredited ~~RELY~~investors” ~~FOR~~means, ~~THE~~in ~~MANAGEMENT~~general OFterms, ~~OUR~~institutions ~~BUSINESS~~with ~~AND~~assets ITin ~~MAY~~excess BEof ~~DIFFICULT~~$5,000,000, ORor ~~TIME~~individuals ~~CONSUMING~~having TOa ~~FIND~~net Aworth ~~SUITABLE~~in ~~REPLACEMENT~~excess ~~WHICH~~of ~~COULD~~$1,000,000 ~~LEAD~~or TOhaving ~~LOSS~~an OFannual ~~BUSINESS~~income ~~MOMENTUM~~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.

We depend, to a large extent, on the abilities and participation of our current management team, but have a particular reliance upon Howard Hayes, the Company’s Chief Executive Officer. The loss of the services of Howard Hayes for any reason may have a material adverse effect on our business and prospects. We cannot assure you that his services will continue to be available to us, or that we will be able to find a suitable replacement if required. We do not carry key man life insurance for any key personnel.6

WEIn ~~MAY~~addition, ~~NOT~~the BESecurities ~~ABLE~~and TOExchange ~~HIRE~~Commission ~~AND~~has ~~RETAIN~~adopted ~~QUALIFIED~~a ~~PERSONNEL~~number TOof ~~SUPPORT~~rules ~~OUR~~to ~~GROWTH~~regulate ~~AND~~“penny IFstocks”. WESuch ~~ARE~~rules ~~UNABLE~~include TORules ~~RETAIN~~3a51-1, OR15g-1, ~~HIRE~~15g-2, ~~SUCH~~15g-3, ~~PERSONNEL~~15g-4, IN15g-5, ~~THE~~15g-6, ~~FUTURE~~and 15g-9 under the Securities and Exchange Act of 1934, ~~OUR~~as ~~ABILITY~~amended. TOBecause ~~IMPROVE~~our ~~OUR~~securities ~~PRODUCTS~~constitute ~~AND~~“penny ~~IMPLEMENT~~stocks” ~~OUR~~within ~~BUSINESS~~the ~~OBJECTIVES~~meaning ~~COULD~~of BEthe ~~ADVERSELY~~rules, ~~AFFECTED~~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.

~~Due~~Shareholders toshould ~~lack~~be ofaware ~~cash~~that, ~~resources~~according weto ~~have~~the ~~not~~Securities ~~been~~and ~~able~~Exchange toCommission ~~pay~~Release ~~any~~No. of34-29093, ~~our~~the ~~directors~~market orfor ~~executives~~penny ~~for~~stocks ~~the~~has ~~services~~suffered ~~they~~in ~~have~~recent ~~provided~~years tofrom ~~date,~~patterns of fraud and ~~should~~abuse. ~~one~~Such orpatterns ~~more~~include (i) control of ~~our~~the ~~these~~market ~~executives~~for bethe ~~unable~~security by one or ~~unwilling~~a few broker-dealers that are often related to ~~continue~~the inpromoter ~~their~~or ~~present~~issuer; ~~positions,~~(ii) wemanipulation ~~may~~of ~~not~~prices bethrough ~~able~~prearranged tomatching ~~replace~~of ~~them~~purchases ~~easily~~and orsales atand ~~all,~~false and ~~our~~misleading ~~business~~press ~~may~~releases; be(iii) ~~disrupted~~“boiler ~~and~~room” ~~our~~practices ~~financial~~involving ~~condition~~high-pressure sales tactics and ~~results~~unrealistic ofprice ~~operations~~projections ~~may~~by beinexperienced ~~materially~~sales ~~and~~persons; ~~adversely~~(iv) ~~affected.~~excessive ~~Competition~~and ~~for~~undisclosed ~~senior~~bid-ask ~~management~~differentials and ~~senior~~markups ~~technology~~by ~~personnel~~selling isbroker-dealers; ~~intense,~~and (v) the ~~pool~~wholesale dumping of ~~qualified~~the ~~candidates~~same issecurities ~~very~~by ~~limited,~~promoters and webroker-dealers ~~may~~after ~~not~~prices behave ~~able~~been manipulated to ~~retain~~a ~~the~~desired ~~services~~level, ofleaving ~~our~~investors ~~senior~~with ~~executives~~losses. orOur ~~senior~~management ~~technology~~is ~~personnel,~~aware orof ~~attract~~the ~~and~~abuses ~~retain~~that ~~high-quality~~have ~~senior~~occurred ~~executives~~historically ~~or senior technology personnel~~ in the ~~future. Considering~~penny ~~our~~stock ~~current~~market. ~~cash~~Although ~~position,~~ we do not ~~have~~expect ~~adequate~~to ~~cash~~be ~~resources~~in a position to ~~hire~~dictate ~~and~~the ~~retain~~behavior ~~key~~of ~~personnel~~the ~~should~~market weor ~~fail~~of tobroker-dealers ~~raise~~who ~~additional~~participate ~~funding~~in orthe ~~generate~~market, ~~cash~~management ~~flow~~will ~~from~~strive ~~operations. Such~~within ~~failure~~the ~~could~~confines ~~materially~~of ~~and~~practical ~~adversely~~limitations ~~affect~~to ~~our~~prevent ~~future~~the ~~growth~~described ~~and~~patterns ~~financial~~from ~~condition~~being established with respect to the Company’s securities.

9FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A SHAREHOLDER’S ABILITY TO BUY AND SELL OUR COMMON SHARES.

WEIn ~~HAVE~~addition ~~ISSUED~~to ~~AND~~the IN“penny ~~FUTURE~~stock” ~~MAY~~rules ~~ISSUE~~described ~~CONVERTIBLE~~above, ~~NOTES~~FINRA ~~WHICH~~has ~~COME~~adopted ~~DUE~~rules ~~FOR~~that ~~CONVERSION~~require ORthat ~~REPAYMENT~~in ~~BASED~~recommending ONan Ainvestment ~~VARIABLE~~to ~~AVERAGE~~a ~~SHARE~~customer, ~~PRICE~~a ATbroker-dealer ~~THAT~~must ~~TIME~~have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, ~~AND~~broker-dealers ~~SHAREHOLDERS~~must ~~MAY~~make ~~SUFFER~~reasonable ~~SIGNIFICANT~~efforts ~~DILUTION~~to IFobtain ~~OUR~~information ~~STOCK~~about ~~PRICE~~the IScustomer’s ~~THEN~~financial ~~LOW~~status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~The~~WE ~~Company~~ARE ~~has~~A ~~issued~~“SHELL” ~~convertible~~COMPANY ~~notes~~AND ~~with~~OUR ~~maturity~~SHARES ~~dates~~WILL ofBE ~~nine~~SUBJECT toTO ~~twelve~~RESTRICTIONS ~~months~~ON ~~carrying interest of between 8% and 10% pa~~RESALE. These notes could be converted into common stock after six to nine months from the issuance date based on discounts of between 42.5% to 50% of the lowest closing bid price over the 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 a note conversion date, investors could suffer significant dilution when the notes are converted into shares of common stock. Although we currently have no such notes outstanding, we may in future resort to such financing to fund our expenses, and shareholders will suffer resulting dilution.

WEAs ~~ARE~~we ~~RESPONSIBLE~~currently ~~FOR~~have ~~THE~~nominal ~~INDEMNIFICATION~~operations OFand ~~OUR~~our ~~OFFICERS~~assets ~~AND~~consist ~~DIRECTORS~~of ~~AND~~cash, INand/or ~~THE~~cash ~~EVENT~~equivalents, OFwe ~~CLAIMS~~will ~~NOT~~be ~~COVERED~~deemed BYto ~~OUR~~be ~~DIRECTORS~~a ~~AND~~“shell ~~OFFICERS~~company” ~~INSURANCE~~as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, WEuntil ~~MAY~~we ~~HAVE~~are TOno ~~SPEND~~longer ~~OUR~~a ~~LIMITED~~“shell ~~RESOURCES~~company, ONand ~~LEGAL~~we ~~FEES~~will ~~DIVERTING~~file ~~CASH~~a ~~FROM~~Form ~~FUNDING~~10 ~~BUSINESS~~level ~~OPERATING~~disclosure, ~~EXPENSES~~and ~~AND~~continue ~~WORKING~~to ~~CAPITAL~~be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.

~~Our~~FUTURE ~~Bylaws~~ISSUANCES ~~provide~~OF ~~for~~SHARES ~~the~~FOR ~~indemnification~~VARIOUS ofCONSIDERATIONS ~~our~~INCLUDING ~~directors,~~WORKING ~~officers,~~CAPITAL ~~employees,~~AND ~~and~~OPERATING ~~agents,~~EXPENSES ~~under~~WILL ~~certain~~INCREASE ~~circumstances,~~THE ~~against~~NUMBER ~~costs~~OF ~~and~~SHARES ~~expenses~~OUTSTANDING ~~incurred~~WHICH byWILL ~~them~~DILUTE inEXISTING ~~any~~INVESTORS ~~litigation~~AND toMAY ~~which~~HAVE ~~they~~A ~~become~~DEPRESSIVE aEFFECT ~~party~~ON ~~arising~~THE ~~from~~COMPANY’S ~~their~~STOCK ~~association with or activities on our behalf~~PRICE. ~~Consequently, we may be required to expend substantial funds to satisfy these indemnity obligations.~~

~~PUBLIC~~There ~~DISCLOSURE~~may ~~REQUIREMENTS~~be ~~AND~~substantial ~~COMPLIANCE~~dilution ~~WITH~~to ~~CHANGING~~our ~~REGULATION~~shareholders OFpurchasing ~~CORPORATE~~in ~~GOVERNANCE~~future ~~POSE~~offerings ~~CHALLENGES~~as ~~FOR~~a ~~OUR~~result ~~MANAGEMENT~~of ~~TEAM~~future ~~AND~~decisions ~~RESULT~~of INthe ~~ADDITIONAL~~Board ~~EXPENSES~~to ~~AND~~issue ~~COSTS~~shares ~~WHICH~~without ~~MAY~~shareholder ~~REDUCE~~approval ~~THE~~for ~~FOCUS~~cash, OFservices, ~~MANAGEMENT~~payment ~~AND~~of ~~THE~~debt ~~PROFITABALITY~~or ~~OF OUR COMPANY~~acquisitions.

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.7

~~SHOULD~~THERE ~~ONE~~MAY ORIN ~~MORE~~ALL OFLIKLIHOOD ~~THE~~BE ~~FOREGOING~~LITTLE ~~RISKS~~DEMAND ORFOR ~~UNCERTAINTIES~~SHARES ~~MATERIALIZE,~~OF OROUR ~~SHOULD~~COMMON ~~THE~~STOCK ~~UNDERLYING~~AND ~~ASSUMPTIONS~~AS ~~PROVE~~A ~~INCORRECT,~~RESULT ~~ACTUAL~~INVESTORS ~~RESULTS~~ MAY ~~DIFFER~~BE ~~SIGNIFICANTLY~~UNABLE ~~FROM~~TO ~~THOSE~~SELL ~~ANTICIPATED,~~AT ~~BELIEVED,~~OR ~~ESTIMATED,~~NEAR ~~EXPECTED,~~ASK ~~INTENDED~~PRICES OR ~~PLANNED~~AT ALL IF THEY NEED TO LIQUIDATE THEIR INVESTMENT.

~~Special~~There ~~Note~~may ~~Regarding~~be ~~Forward~~little demand for shares of our common stock on the OTC Bulletin Board, or OTC Markets.com, 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-~~Looking~~existent. ~~Statements~~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.

~~This~~FAILURE ~~filing~~TO ~~contains~~ACHIEVE ~~forward-looking~~AND ~~statements~~MAINTAIN ~~about~~EFFECTIVE ~~our~~INTERNAL ~~business,~~CONTROLS ~~financial~~IN ~~condition~~ACCORDANCE ~~and~~WITH ~~prospects~~SECTION ~~that~~404 ~~reflect~~OF ~~our~~THE ~~management’s assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward~~SARBANES-~~looking~~OXLEY ~~statements~~ACT ~~will~~COULD beHAVE ~~realized.~~A IfMATERIAL ~~any~~ADVERSE ofEFFECT ~~our~~ON ~~assumptions~~OUR ~~should~~BUSINESS ~~prove~~AND ~~incorrect,~~OPERATING ~~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~~RESULTS.

~~The~~It ~~key~~is ~~factors~~time ~~that~~consuming, ~~are~~difficult ~~not~~and ~~within~~costly ~~our~~for ~~control~~us to develop and ~~that~~maintain ~~may~~the ~~have~~internal acontrols, ~~direct~~processes ~~bearing~~and onreporting ~~operating~~procedures ~~results~~required ~~include~~by the Sarbanes-Oxley Act, ~~but~~and ~~are~~as ~~not~~our ~~limited~~business todevelops, ~~acceptance~~we ofmay ~~our~~need ~~proposed~~to ~~services~~hire additional financial reporting, internal auditing and ~~the~~other ~~products~~finance westaff ~~expect~~in order to ~~market,~~remain ~~our~~compliant. ~~ability~~The tocost ~~establish~~of acompliance ~~customer~~will ~~base~~adversely affect our financial results, ~~managements’~~while, ~~ability~~if we are unable to ~~raise~~comply, ~~capital~~we inmay ~~the~~not ~~future,~~be ~~the~~able ~~retention~~to ofobtain ~~key~~the ~~employees~~independent ~~and~~accountant ~~changes~~certifications inthat the ~~regulation~~Sarbanes-Oxley Act requires of ~~our~~publicly ~~industry~~traded companies.

~~There~~If ~~may~~we befail ~~other~~to ~~risks~~comply ~~and~~in ~~circumstances~~a ~~that~~timely ~~management~~manner ~~may~~with bethe ~~unable~~requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to ~~predict.~~remedy ~~When~~any ~~used~~material weaknesses in ~~this~~our ~~filing,~~internal ~~words~~controls ~~such~~that ~~as,~~we ~~“believes,”~~may ~~“expects~~identify,” ~~“intends,”~~such ~~“plans,”~~failure ~~“anticipates,”~~could ~~“estimates”~~result ~~and~~in ~~similar~~material ~~expressions~~misstatements ~~are~~in ~~intended~~our financial statements, cause investors to ~~identify~~lose ~~and~~confidence ~~qualify~~in ~~forward-looking~~our ~~statements,~~reported ~~although~~financial ~~there~~information ~~may~~and behave ~~certain~~a ~~forward-looking~~negative ~~statements~~effect ~~not~~on ~~accompanied~~the bytrading ~~such~~price ~~expressions~~of our common stock.

10Pursuant 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.

~~Item~~In 1Baddition, 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. ~~Unresolved~~A ~~Staff~~material ~~Comments~~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.

~~This~~In ~~Item~~the event that a material weakness is ~~not~~identified, ~~applicable~~upon receiving sufficient financing or generating sufficient revenues, we will employ qualified personnel and adopt and implement policies and procedures to address any such material weaknesses. 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 ~~are~~will ~~not~~take anwill ~~accelerated~~remediate ~~filer,~~any amaterial ~~large~~weaknesses ~~accelerated~~that ~~filer,~~we may identify or athat ~~well-seasoned~~we ~~issuer~~will implement and maintain adequate controls over our financial process and reporting in the future.

~~Item~~Any 2failure 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. ~~Properties~~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.

Our principal executive office address is 5872 Owens Street, #200, Carlsbad, CA 92008. Effective December 31, 2010, we entered into an agreement with Numerity Corporation under which they agreed to allow us, without charge, to share their office space for the duration of their current lease. 8

WeThe ~~currently~~systems of internal controls and procedures that we have developed and implemented to date are adequate in a business that has no ~~investment~~revenue, ~~policies~~few aspurchase ~~they~~and ~~pertain~~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 ~~real~~ensure ~~estate~~segregation of key duties, ~~real~~provide ~~estate~~multiple ~~interests~~levels orof ~~real~~review, ~~estate~~and ~~mortgages~~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, board members 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 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

~~Item~~CERTAIN 3.NEVADA ~~Legal~~CORPORATION ~~Proceedings~~LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

We are ~~currently~~incorporated ~~not involved~~ in ~~any~~the ~~litigation~~State ~~that~~of weNevada. ~~believe~~Certain ~~could~~provisions ~~have~~of aNevada ~~materially~~corporation ~~adverse~~law ~~effect~~could onadversely ~~our~~affect ~~financial~~the ~~condition~~market orprice ~~results~~ of ~~operations.~~our ~~There~~common isstock. noBecause ~~action,~~Nevada ~~suit,~~corporation ~~proceeding,~~law ~~inquiry~~requires orboard ~~investigation~~approval ~~before~~of ora bytransaction ~~any~~involving ~~court,~~a ~~public~~change ~~board,~~in ~~government~~our ~~agency~~control, ~~self-regulatory~~it ~~organization~~would orbe ~~body~~more ~~pending~~difficult ~~or,~~for someone to ~~the~~acquire ~~knowledge~~control of ~~the~~us. ~~executive~~Nevada ~~officers~~corporate oflaw ~~our~~also ~~company~~discourages orproxy ~~any~~contests ofmaking ~~our~~it ~~subsidiaries,~~more ~~threatened~~difficult ~~against~~for oryou ~~affecting~~and ~~our~~other ~~company,~~shareholders ~~our~~to ~~common~~elect ~~stock,~~directors orother ofthan ~~our~~the ~~company’s~~candidate ~~officers~~ or ~~directors~~candidates innominated ~~their~~by ~~capacities~~our asboard ~~such,~~of ~~in which an adverse decision could have a material adverse effect.~~directors

~~Item~~THE 4MARKET 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. ~~Mine~~THE ~~Safety~~PRICE ~~Disclosures~~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.

~~Not~~The ~~applicable~~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 revenue and 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.

11VOLATILITY 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.

~~Part~~As IIdiscussed 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.

~~Item 5. Market for Common Equity and Related Stockholder Matters~~9

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

~~Our~~We ~~Common~~depend, ~~stock~~to isa ~~currently~~large ~~traded~~extent, on the ~~OTC~~abilities ~~Markets~~and ~~(OTCQB)~~participation ~~under~~of ~~the~~our ~~symbol~~current ~~"IMDC". The~~management ~~following~~team, ~~table~~but ~~sets~~have ~~forth,~~a ~~for~~particular ~~the~~reliance ~~periods~~upon ~~indicated~~Howard Hayes, the ~~high~~Company’s ~~and~~Chief ~~low~~Executive ~~inter-dealer~~Officer. ~~closing~~The ~~prices~~loss ~~per~~of ~~share~~the services of ~~our~~Howard ~~common~~Hayes ~~stock~~for asany ~~reported~~reason may have a material adverse effect on ~~the~~our ~~OTC~~business ~~Markets~~and ,prospects. ~~without~~We ~~retail~~cannot ~~mark-up,~~assure ~~mark-down~~you that his services will continue to be available to us, or ~~commission~~that ~~and~~we ~~may~~will be able to find a suitable replacement if required. We do not ~~represent~~carry ~~actual~~key ~~transactions~~man life insurance for any key personnel.

~~The~~WE ~~following~~MAY ~~table~~NOT ~~sets~~BE ~~forth~~ABLE ~~the~~TO ~~high~~HIRE ~~and~~AND ~~low~~RETAIN ~~bid~~QUALIFIED ~~prices~~PERSONNEL ~~for~~TO ~~our~~SUPPORT ~~common~~OUR ~~stock~~GROWTH ~~for~~AND ~~the~~IF ~~last~~WE ~~two~~ARE ~~years~~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.

Year	Quarter	High	Low
2013	First	$ 0.28	$ 0.13
2013	Second	$ 0.21	$ 0.12
2013	Third	$ 0.21	$ 0.10
2013	Fourth	$ 0.13	$ 0.02
2014	First	$ 0.09	$ 0.03
2014	Second	$ 0.07	$ 0.02
2014	Third	$ 0.07	$ 0.02
2014	Fourth	$ 0.06	$ 0.01

Due to lack of cash resources we have not been able to pay any of our directors or executives for the services they have provided to date, and should one or more of our these executives be 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.

~~Holders~~WE HAVE ISSUED AND IN FUTURE MAY ISSUE 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.

AsThrough of2014, ~~December~~Company ~~31,~~has ~~2014,~~issued ~~there~~convertible ~~were~~notes ~~68,889,932~~with ~~shares~~maturity dates of ~~our~~nine to twelve months carrying interest of between 8% and 10% pa. These notes could be converted into common stock ~~issued~~after ~~and~~six ~~outstanding~~to ~~with~~nine 13months ~~shareholders~~from the issuance date based on discounts of ~~record~~between 42.5% 54to 50% of the lowest closing bid price over the days preceding the conversion date. We have at times experienced considerable volatility in our ~~outstanding~~share ~~shares~~price ~~are~~and ~~held~~if the share price falls in advance of a note conversion date, investors could suffer significant dilution when the ~~name~~notes are converted into shares of ~~CEDE~~common &stock. CoAlthough we currently have no such notes outstanding, we may in future resort to such financing to fund our expenses, and shareholders will suffer resulting dilution.

~~Transfer~~WE ~~Agent~~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 ~~Transfer~~Bylaws ~~Agent~~provide isfor ~~TranShare~~the ~~Corporation~~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.

~~Dividend~~PUBLIC ~~Policy~~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.

~~Dividends,~~Changing ~~if any~~laws, ~~will~~regulations beand ~~contingent~~standards ~~upon~~relating ~~our~~to ~~revenues~~corporate governance and ~~earnings~~public disclosure, ifincluding ~~any,~~the ~~capital~~Dodd-Frank ~~requirements~~Wall Street Reform and ~~financial~~Consumer ~~conditions.~~Protection ~~The~~Act ~~payment~~and ofthe ~~dividends~~rules and regulations promulgated thereunder, ifthe ~~any~~Sarbanes-Oxley Act and SEC regulations, ~~will~~have becreated ~~within~~uncertainty for public companies and significantly increased the ~~discretion~~costs ofand ~~our~~risks ~~Board~~associated ofwith ~~Directors~~accessing the U.S. Wepublic ~~presently~~markets. ~~intend~~Our management team will need to ~~retain~~devote ~~all~~significant ~~earnings,~~time ifand ~~any,~~financial resources to comply with both existing and evolving standards for ~~use~~public incompanies, ~~our~~which ~~business~~will ~~operations~~lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

~~Securities Authorized for Issuance Under Equity Compensation Plans~~10

Plan category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	( c )
Equity compensation plans approved by security holders	1,600,000	$0.15	2,583,000
Equity compensation plans not approved by security holders	-	-	-
Total	1,600,000		2,583,000

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

12Special Note Regarding Forward-Looking Statements

~~Recent~~This ~~sales~~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 ~~unregistered~~our ~~securities~~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.

	Year	Year	Period
	ended	ended	from
SUMMARY ISSUANCE OF COMMON STOCK	December 31,	December 31,	Inception
# Shares	2014	2013	Total
Payment of consultants			897,000
Purchase of assets			250,000
Conversion of notes	5,411,502	5,560,652	14,483,619
Settlement of debt			8,000,000
Payment of note interest	184,954	18,987	259,313
Total	5,596,456	5,579,639	23,889,932
	Year	Year	Period
	ended	ended	from
	December 31,	December 31,	Inception
Value of Shares	2014	2013	Total
Payment of consultants			$ 591,999
Purchase of assets			$ 40,000
Conversion of notes	$ 78,625	$ 230,525	$ 537,150
Settlement of debt			$ 1,025,000
Payment of note interest	2,600	1,500	$ 10,220
Total	$ 81,225	$ 232,025	$ 2,204,369

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.

~~During~~There ~~the~~may ~~year~~be ~~ended~~other ~~December~~risks 31, 2014, we issued 5,596,456 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 incircumstances ~~Section 4(2) of the Securities Act, based on the following: (a) the debt holder confirmed to us~~ that ~~they~~management ~~were~~may ~~“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~~unable to ~~evaluate~~predict. ~~the~~When ~~merits~~used ~~and risks of an investment~~ in ~~the~~this 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 Actfiling, ~~and~~words ~~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 5as,~~411,502~~ ~~fully-paid shares issued in conversion of $78~~“believes,~~625~~” ~~of convertible debt~~“expects,” ~~and 184~~“intends,~~954~~” ~~shares issued in payment of $2~~“plans,~~600~~” ~~of accrued interest~~“anticipates,” we“estimates” ~~did~~and ~~not~~similar ~~sell~~expressions ~~any~~are ~~equity~~intended ~~securities~~to ~~which~~identify ~~were~~and ~~not~~qualify ~~registered under the Securities Act of 1933 during the year ended December 31, 2014 that were not otherwise disclosed in this annual report on Form 10~~forward-K,looking ~~in our quarterly reports on Form 10-Q~~statements, oralthough inthere ~~our~~may ~~current~~be ~~reports~~certain ~~on Form 8~~forward-Klooking ~~filed~~statements ~~during~~not ~~the~~accompanied ~~year~~by ~~ended~~such ~~December 31, 2014~~expressions.

~~Issuer~~Item ~~Repurchases~~1B. ofUnresolved ~~Equity~~Staff ~~Securities~~Comments

~~None~~This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer. Nevertheless, please refer to paragraphs relating to the SEC’s 12j action and 12k suspension pursuant to the Exchange Act in the section entitled “Risk Factors”.

~~Penny~~Item ~~Stock~~2. ~~Rules~~Properties

~~The~~Our ~~Securities~~principal ~~and~~executive ~~Exchange~~office ~~Commission~~address ~~has~~is ~~also~~5872 ~~adopted~~Owens ~~rules~~Street, ~~that~~#200, ~~regulate~~Carlsbad, ~~broker-dealer~~CA ~~practices~~92008. inThe ~~connection~~space ~~with~~is ~~transactions~~provided inby ~~penny stocks~~Mr. ~~Penny~~Hayes, ~~stocks~~our ~~are~~CEO. ~~generally~~The ~~equity~~address ~~securities~~is ~~with~~also aused ~~price~~by ~~of less than $5~~Mr.00 ~~(other~~Hayes ~~than~~in ~~securities~~connection ~~registered~~with onan ~~certain~~unrelated ~~national~~business ~~securities~~that ~~exchanges~~he orcontrols ~~quoted~~and onoperates. ~~the~~We ~~Nasdaq~~currently ~~system,~~have ~~provided~~no ~~that~~investment ~~current~~policies ~~price~~as ~~and~~they ~~volume~~pertain ~~information with respect~~ to ~~transactions~~real inestate, ~~such~~real ~~securities~~estate isinterests ~~provided~~or byreal ~~the~~estate ~~exchange or system)~~mortgages.

~~Our~~Item ~~shares are considered penny stock under the Securities and Exchange Act~~3. ~~The~~ ~~shares~~Legal 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.Proceedings

13We 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.

~~The~~Item ~~penny~~4. ~~stock~~Mine ~~rules~~Safety ~~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:~~Disclosures

-Not applicable.

~~contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;~~11

-Part II

~~contains~~Item a5. ~~description~~Market offor ~~the~~Common ~~broker's~~Equity ~~or dealer's duties to the customer~~ and ofRelated ~~the~~Stockholder ~~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;~~Matters

-Market Information

~~contains~~Our aCommon ~~brief,~~stock ~~clear,~~is ~~narrative~~currently ~~description~~traded ofon athe ~~dealer~~OTC ~~market,~~Markets ~~including~~(OTCQB) ~~"bid"~~under ~~and~~the ~~"ask" price~~symbol “IMDC”. The following table sets forth, for the ~~penny~~periods ~~stock~~indicated, the high and ~~the~~low ~~significance~~inter-dealer closing prices per share of ~~the~~our ~~spread~~common ~~between~~stock as reported on the ~~bid~~OTC Markets , without retail mark-up, mark-down or commission and ~~ask~~may ~~price;~~not represent actual transactions.

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

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

Year	Quarter	High	Low
2014	First	0.090	0.030
2014	Second	0.070	0.020
2014	Third	0.070	0.020
2014	Fourth	0.060	0.010
2015	First	0.060	0.010
2015	Second	0.070	0.017
2015	Third	0.090	0.026
2015	Fourth	0.034	0.003

-Holders

~~defines~~As ~~significant~~of ~~terms~~December in31, ~~the~~2015, ~~disclosure~~there ~~document~~were or73,992,932 shares of our common stock issued and outstanding with 13 shareholders of record. 54% of our outstanding shares are held in the ~~conduct~~name of ~~trading~~CEDE ~~penny~~& ~~stocks; and~~Co.

-Transfer Agent

~~contains~~Our ~~such~~Transfer ~~other~~Agent ~~information and~~ is inTranShare ~~such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;~~Corporation.

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

~~the~~Securities ~~bid~~Authorized ~~and~~for ~~offer~~Issuance ~~quotations~~Under ~~for~~Equity ~~the~~Compensation ~~penny stock;~~Plans

-In our report for the period ended December 31, 2014, we indicated that the number of Securities to be issued upon exercise of outstanding options, warrants and rights was 1,600,000. We also stated that the number of securities remaining available for future issuance under equity compensation plans was 2,583,000. As of December 31, 2015, and as of the date of this report, we no longer had an active equity compensation plan and no outstanding options.

~~the compensation of the broker-dealer and its salesperson in the transaction;~~12

-Recent sales of unregistered securities

During the ~~number~~year ofended December 31, 2015, we issued 5,103,000 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 ~~which~~us ~~such~~that ~~bid~~they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and ~~ask~~had ~~prices~~such ~~apply~~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 ~~other~~general ~~comparable~~solicitation ~~information~~with ~~relating~~respect to the ~~depth~~conversion of the debt and ~~liquidity~~issuance of the ~~market~~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 ~~stock~~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 5,103,000 fully-paid shares issued in payment of outstanding creditor balances, we did not sell any equity securities which were not registered under the Securities Act of 1933 during the year ended December 31, 2015 that were not otherwise disclosed in this annual report on Form 10-K, in our quarterly reports on Form 10-Q, or in our current reports on Form 8-K filed during the year ended December 31, 2015.

		Year ended December 31, 2015		Year Ended December 31, 2014
SUMMARY ISSUANCE OF COMMON STOCK		Year ended December 31, 2015		Year Ended December 31, 2014
# Shares

Payment of consultants		5,103,000		-
Conversion of Notes		-		5,411,502
Payment of note interest		-		184,954
Total		5,103,000		5,596,456

Value of Shares

Payment of consultants	$	5,103	$	-
Conversion of Notes		-		78,625
Payment of note interest		-		2,600
Total	$	5,103	$	81,225

~~monthly~~Issuer ~~account~~Repurchases ~~statements showing the market value~~ of ~~each~~Equity ~~penny stock held in the customer's account.~~Securities

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 statementNone. 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~~Penny ~~Available~~Stock ~~Under Rule 144~~ Rules

~~There~~The ~~are~~Securities ~~currently~~and ~~29,281,392~~Exchange ~~shares~~Commission ofhas ~~common~~also ~~stock~~adopted rules that ~~are~~regulate ~~considered~~broker-dealer ~~restricted~~practices ~~securities~~in ~~under~~connection ~~Rule~~with ~~144~~transactions ofin ~~the~~penny ~~Securities~~stocks. ~~Act~~Penny ofstocks ~~1933 of which 29,231,392 shares~~ are ~~held~~generally byequity ~~affiliates,~~securities aswith ~~that~~a ~~term~~price isof ~~defined~~less inthan ~~Rule~~$5.00 ~~144~~(~~a)(1) and~~ other ~~shareholders.~~than ~~Under~~securities ~~Rule~~registered ~~144,~~on ~~such~~certain ~~shares~~national ~~can~~securities beexchanges ~~publicly~~or ~~sold,~~quoted ~~subject to volume restrictions and certain restrictions~~ on the ~~manner~~Nasdaq ~~of sale~~system, ~~commencing~~provided ~~six~~that ~~months~~current ~~after~~price ~~their~~and ~~acquisition~~volume ~~unless~~information ~~deemed~~with arespect ~~“shell”~~to ~~company~~transactions ~~(see~~in ~~“Risk~~such ~~Factors”)~~securities ~~for~~is ~~those~~provided ~~companies~~by ~~that have been subject to~~ the ~~reporting~~exchange ~~requirements of section 13~~ or ~~15(d~~system) ~~of the Securities Exchange Act of 1934 for a period of at least 90 days before the sale~~.

~~Item~~Our 6shares are considered penny stock under the Securities and Exchange Act. ~~Selected~~The ~~Financial~~shares ~~Data~~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.

~~Not required for smaller reporting companies.~~13

~~Item~~The 7.penny ~~Management’s~~stock ~~Discussion~~rules ~~and~~require ~~Analysis~~a ofbroker-dealer, ~~Financial~~prior ~~Condition~~to ~~and~~a ~~Results~~transaction ofin ~~Operations~~a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

~~The~~contains ~~following~~a ~~discussion~~description 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~~nature ~~discussed~~and ~~herein~~level ~~will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative~~ of ~~actual~~risk ~~operating results~~ in the ~~future.~~market ~~Such~~for ~~discussion~~penny ~~represents~~stock ~~only~~in ~~the~~both ~~best~~public ~~present~~offerings ~~assessment~~and ofsecondary ~~our management.~~trading;

14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;

~~This~~contains 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~~brief, ~~including~~clear, ~~but~~narrative ~~not~~description ~~limited to, those presented under the heading~~ of ~~“Risk~~a ~~Factors”~~dealer ~~and elsewhere in this annual report~~market, including ~~the Cautionary Note Regarding Forward Looking Statements preceding Item 1. As used in this report,~~ “webid”, ~~“us”,~~and “~~our~~ask”, ~~“In~~price ~~Media”,~~for ~~“Company” or “our company” refers to In Media Corporation, unless~~ the ~~context~~penny ~~requires~~stock ~~otherwise.~~and ~~The Company adopted at management’s discretion,~~ the ~~most~~significance ~~conservative recognition~~ of ~~revenue based on~~ the ~~most~~spread ~~astringent~~between ~~guidelines of~~ the ~~SEC.~~bid ~~Management~~and ~~will~~ask elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.price;

~~Our~~contains ~~financial~~a ~~statements~~toll-free ~~have~~telephone ~~been~~number ~~prepared~~for ininquiries ~~accordance~~on ~~with~~disciplinary ~~United States generally accepted accounting principles. We urge you to read this report in conjunction with the risk factors described herein.~~actions;

~~Results~~defines significant terms in the disclosure document or in the conduct of ~~Operations~~trading penny stocks; and

Wecontains ~~are~~such aother ~~development~~information ~~stage company~~ and weis were focused on developing and refining our product hardware and operating platform to reflect market feedback, and building our distribution channels and relationships, however we did not generated any revenues while we have incurred $3,873,921 in ~~expenses~~such ~~since~~form ~~inception~~(including ~~through December 31~~language, ~~2014. During the third quarter~~type, ~~2013,~~size ~~Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia~~ and ~~Malaysia,~~format) building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as ~~a result of feedback gained on that trip, and from trade channels we concluded that~~ the ~~business~~Securities ~~plan was not viable~~ and, inExchange ~~the~~Commission ~~fourth~~shall ~~quarter~~require ofby ~~2014,~~rule ~~abandoned~~or ~~the business plan.~~regulation;

WeThe 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 upbroker-~~front~~dealer 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~~must ~~general and operational support~~provide, ~~such~~prior ~~that~~to weeffecting ~~have~~any notransaction ~~full~~in ~~time~~a ~~employees,~~penny ~~or full time employee equivalents on our own books.. This provider~~stock, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former directors and former CEO, and provided contract executive, administration and business development services (the “Service Agreement”) to ~~us on terms approved by~~ the ~~Board of Directors. Numerity billed us for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.~~ customer:

~~Additionally,~~the inbid ~~November 2008, we licensed our engineering technology, IP,~~ and ~~set~~offer ~~top~~quotations ~~box~~for designs from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we 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. One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the ~~Chinese~~penny ~~distributor who we appointed to represent us in developing our business in China.~~stock;

Wethe ~~have~~compensation ~~accumulated a deficit~~ of ~~$3.9 million during our development through December 31, 2014. Our ability to emerge from~~ the ~~development~~broker-dealer ~~stage is dependent upon, among other things, obtaining additional financing to acquire or merge with another business, while continuing to service our current debt obligations~~ and ~~cover~~its ~~our~~salesperson ~~overhead~~in expenses. These factors, among others, raise substantial doubt about our 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.~~transaction;

~~We incurred $99,836 and $450,421 in general administrative expenses for~~ the ~~years~~number ~~ended December 31, 2014 and 2013, respectively. These costs consisted~~ of ~~Numerity~~shares ~~service~~to ~~fees,~~which ~~sub-contracted~~such ~~general~~bid and ~~administrative,~~ask ~~and~~prices ~~business development expenses~~apply, ~~and~~or ~~professional~~other ~~and~~comparable ~~administrative~~information ~~expenses~~relating ~~associated~~to ~~with~~the ~~our~~depth ~~financial reports~~ and ~~SEC~~liquidity ~~filings. Effective~~of ~~September~~the ~~30,~~market ~~2014,~~for ~~three~~such ~~major service providers and creditors~~stock; ~~Numerity Corporation, Mr. Westbrook, former CFO,~~ and ~~Dan Mabey, former director, all agreed to waive all balances due to them for services previously billed. The resulting benefit of $1,086,822 was credited to additional share capital.~~

Asmonthly aaccount ~~result~~statements ofshowing ~~our efforts to limit expenses, we did not incur any direct development expense in~~ the ~~years~~market ~~ended~~value ~~December 31, 2014 and 2013, however , as a result~~ of aneach ~~impairment~~penny ~~review~~stock ofheld ~~the movie distribution systems we were developing, we charged $39,900 of impairment write down as development expense~~ in the ~~year~~customer’s ~~ended December 31, 2014~~account.

15In 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.

~~During~~Item ~~the years ended December 31, 2014 and December 31, 2013, we incurred interest and debt discount amortization expenses of $39,408 and $95,864, respectively~~6. ~~This~~Selected ~~decrease~~Financial ~~followed the issuance of additional convertible notes during 2013 to fund business development efforts, and their conversion during the first half of 2014.~~Data

AsNot arequired ~~result~~for ofsmaller areporting ~~significant reduction in share price in 2013, we re-valued our derivative liability by $46,943~~companies. ~~In 2014, following repayment or conversion of all convertible debt, we wrote off the balance of $40,730.~~

~~The~~Item ~~following~~7. ~~table~~Management’s ~~provides~~Discussion ~~selected~~and ~~financial~~Analysis ~~data~~of ~~about~~Financial ~~our~~Condition ~~company~~and asResults of ~~December 31, 2013.~~ Operations

Balance Sheet Data:		December 31, 2014
Cash	$	0
Total assets	$	100
Total liabilities	$	20,335
Shareholders' equity (deficit)	$	(20,235)

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto included elsewhere in this annual report. 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.

~~Liquidity~~This discussion and ~~Capital~~analysis ~~Resources~~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, including the Cautionary Note Regarding Forward Looking Statements preceding Item 1. As used in this report, “we”, “us”, “our”, “In Media”, “Company” or “our company” refers to In Media Corporation, unless the context requires otherwise. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Our cash balance at December 31, 2014 was $0. During the year ended December 31, 2014, we gained $123,581 in cash as a result of operating activities which included $1,086,822 of debt forgiveness offset by reductions of $691,786 in accounts payable. Cash was contributed principally by the issuance of $78,625 in convertible promissory notes. Since inception, $290,000 has been raised through the issuance of our common stock.14

WeOur ~~are~~financial astatements ~~development stage company and~~ have ~~generated~~been noprepared 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~~accordance with ~~services~~United ~~provided,~~States ~~and~~generally ~~raised~~accepted ~~funding~~accounting ~~from~~principles. ~~the~~We ~~issuance~~urge ofyou ~~convertible notes, aggregating $78,625, net of repayments, as of December 31, 2014, there is no assurance that we can secure additional funding~~ to ~~cover~~read ~~our~~this ~~expenses~~report ~~or working capital requirements~~ in ~~the~~conjunction ~~future.~~with ~~Our access to capital is severely limited until such time as we start to generate cash flow from new business 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~~factors wedescribed ~~would not be able to pay our bills, and we may be forced into liquidation~~herein.

Our operating expenses, in managements’ opinion, 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 filings and share registration and communication service are currently costing approximately eighty thousand dollars a year. We raised an aggregate $78,625 net of repayments through the sale of convertible promissory notes during the year ended December 31, 2014.Background

InIN ~~addition~~Media ~~to our overheads, we have costs of marketing, sales support, and production as well as ongoing product design and development.. We have accumulated significant debt from Numerity~~ Corporation ~~over~~ (the ~~years,~~“Company”) ~~which~~is ~~debt~~a ~~was~~Nevada ~~waived~~corporation inincorporated ~~full,~~on ~~effective~~March ~~September 30~~5, ~~2014~~2007. ~~Whenever~~Our ~~creditors~~fiscal ~~become~~year ~~more~~end ~~pressing,~~is weDecember ~~plan to offer settlement by means of issuing restricted stock in lieu of cash payment~~31.

WePlan ~~are currently seeking other available sources~~ of funding through the merger or acquisition of another business. If we are unable to merge or acquire another business, , our business will likely fail, and our shareholders could lose some or all of their investment. Operation

OnThe ~~October~~Company ~~28,~~is ~~2014,~~seeking weto ~~filed~~acquire aassets ~~Form~~or ~~8-K~~shares ~~announcing~~of ~~that~~an weentity actively engaged in business which generates revenues. During the 12 month period ended in December 31, 2015, the Company had ~~signed~~no aparticular ~~non-binding~~acquisitions ~~Letter~~in ofmind ~~Intent~~and, other than discussions with Hip Appeal, Inc., anwhich ~~apparel~~has ~~company~~yet ~~that~~to ~~caters~~result toin a transaction, and may never result in a transaction through the ~~fashion~~date ~~conscience,~~of ~~active~~this report, ~~on-the-go~~we ~~female~~had not entered into any negotiations regarding such an acquisition. ~~This~~In ~~Letter~~2016 ofand ~~Intent~~2017, ~~provides~~officers ~~that~~and wedirectors ~~will~~had ~~issue~~discussions ~~forty~~with ~~million~~several ~~(40~~potential acquisitions,~~000,000)~~ ~~shares~~including ofa ~~common~~company ~~stock~~in tothe ~~Mr.~~consumer ~~Howard~~products ~~Hayes~~industry, ~~our~~a ~~director~~medical ~~and~~marijuana ~~CEO~~company, ~~for~~and ~~100~~a ~~percent~~company ofin the ~~outstanding~~wireless ~~shares~~antenna space. Otherwise, none of ~~Hip~~the ~~Appeal.~~Company’s ~~This~~officers, ~~transaction~~directors, ~~will~~promoters ~~not~~or ~~close~~affiliates ~~until~~have ~~the~~engaged ~~closing~~in ~~condition,~~any ~~requiring~~substantive ~~our~~contact ~~shareholders~~or todiscussions ~~approve~~with ~~increasing~~any ~~the~~representative ~~authorized~~of ~~shares~~any other company regarding the possibility of ~~our~~an acquisition or merger between the Company and such other company ~~sufficiently~~as of the date of this annual report. The Board of Directors intends to, atobtain certain assurances of value of the ~~least,~~target ~~allow~~entity’s ~~for~~assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

~~Hip~~The ~~Appeal~~Company ~~Inc.~~has, ~~located~~and inwill ~~Carlsbad,~~continue ~~California~~to have, ~~creates~~no ~~and~~capital ~~sells~~with awhich ~~practical,~~to ~~but~~provide ~~modernly~~the ~~fashionable,~~owners ~~more Hip~~of business opportunities with any significant cash or other assets. However, ~~more Appealing~~ ~~version~~ management believes the Company will be able to offer owners of acquisition candidates the ~~fanny~~opportunity ~~pack~~to ~~that~~acquire isa ~~comfortable~~controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, ~~stylish~~however, incur significant legal and ~~yet~~accounting ~~not~~costs ~~embarrassing~~in toconnection ~~those~~with ~~who~~the ~~wear~~acquisition itof ~~for~~a ~~support~~business opportunity, ~~storage~~including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and ~~security~~related reports and documents.

~~Off-Balance~~Results ~~Sheet~~of ~~Arrangements~~Operations

WeDuring dothe ~~not~~period ~~have~~from ~~any~~January ~~off-balance~~1, ~~sheet~~2015 ~~arrangements~~through ~~that~~December ~~have~~31, or2015, ~~are~~the ~~reasonably~~Company ~~likely~~has toengaged ~~have~~in ano ~~current~~significant oroperations ~~future~~other ~~effect~~than onseeking ~~our~~a ~~financial~~business ~~condition,~~combination. ~~changes~~No ~~in financial condition,~~ revenues orwere ~~expenses,~~received ~~results~~by ofthe ~~operations,~~Company ~~liquidity,~~during ~~capital~~this ~~expenditures or capital resources that is material to investors~~period.

16We incurred $38,499 and $99,836 in general administrative expenses for the years ended December 31, 2015 and 2014, respectively. These costs consisted of business development expenses, and professional and administrative expenses associated with our financial reports and SEC filings, and with seeking a merger partner. Effective September 30, 2014, three major service providers and creditors; Numerity Corporation, Mr. Westbrook, former CFO, and Dan Mabey, former director, all agreed to waive all balances due to them for services previously billed. The resulting benefit of $1,086,822 was credited to additional share capital.

~~Item~~During ~~7A.~~the ~~Quantitative~~years ended December 31, 2015 and ~~Qualitative~~December ~~Disclosures~~31, ~~About~~2014, ~~Market~~we ~~Risk~~incurred interest and debt discount amortization expenses of $0 and $80,138, respectively. This decrease followed the conversion of convertible notes during the first half of 2014.

~~Other~~The ~~than~~following ~~the~~table ~~derivative~~provides ~~conversion~~selected ~~options~~financial ondata ~~our~~about ~~convertible notes described in Note 6 to~~ our ~~Financial~~company ~~Statements~~as weof doDecember ~~not~~31, ~~hold any derivative instruments and do not engage in any hedging activities~~2015.

Item 8. Financial Statements

Balance Sheet Data:		December 31, 2015
Cash		$0
Total assets		$0
Total liabilities		$53,631
Shareholders’ equity (deficit)		$(53,631)

17The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

~~GEORGE STEWART, CPA~~15

~~316~~Liquidity ~~17TH~~and ~~AVENUE~~Capital ~~SOUTH~~Resources

~~SEATTLE~~The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholders’ equity since re-entering of development stage. The Company anticipates that it needs ten to twelve thousand dollars for the next twelve months to cover its reporting obligations. The Company’s balance sheet as of December 31, ~~WASHINGTON~~2015, ~~98144~~reflects no assets. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.

~~(206) 328~~Off-~~8554 FAX(206)~~Balance ~~328-0383~~Sheet Arrangements

~~REPORT~~We OFdo ~~INDEPENDENT~~not ~~REGISTERED~~have ~~PUBLIC~~any ~~ACCOUNTING~~off-balance ~~FIRM~~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.

ToItem ~~the~~7A. ~~Board~~Quantitative ofand ~~Directors~~Qualitative Disclosures About Market Risk

InOther ~~Media~~than ~~Corp~~the derivative conversion options on our convertible notes described in Note 5 to our Financial Statements we do not hold any derivative instruments and do not engage in any hedging activities.

I have audited the accompanying balance sheets of In Media Corp. (A Development Stage Company) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013. 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.16

IItem ~~conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~8. ~~Those~~ ~~standards~~Financial 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.Statements

InGEORGE ~~my opinion~~STEWART, the financial statements referred to above present fairly, in all material respects, the financial position of In Media Corp., (A Development Stage Company) as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years ended December 31, 2014 and 2013 in conformity with generally accepted accounting principles in the United States of America.CPA

~~The~~316 ~~accompanying~~17TH ~~financial~~AVENUE 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.SOUTH

~~/S/~~SEATTLE, ~~George~~WASHINGTON ~~Stewart~~98144

~~Seattle,~~(206) ~~Washington~~328-8554 FAX(206) 328-0383

~~March~~REPORT ~~31,~~OF ~~2015~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~F-1~~To the Board of Directors

In Media Corporation
Audited Balance Sheets
		December 31, 2014		December 31, 2013
ASSETS
Current Assets
Cash	$	-	$	545
		-		545
Movie distribution systems		100		40,000
Total Assets	$	100	$	40,545
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	20,335	$	712,121
Accrued interest		-		18,331
Derivative liability on convertible notes		-		16,972
Convertible note, principal amount		-		158,390
less discount		-		(58,882)
Notes payable, net		-		99,508
Total Current Liabilities		20,335		846,932
Long term liabilities
Long term accounts payable to related party		-		202,751
Stockholders' Equity
Common stock - 75,000,000 shares authorized at $0.001 par value; 68,889,932 and 63,293,476 shares issued and outstanding at December 31, 2014, and December 31, 2013, respectively		68,890		63,293
Additional paid-in capital		3,784,796		2,581,616
Deficit accumulated		(3,873,921)		(3,654,047)
Total Stockholders' Equity		(20,235)		(1,009,138)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	100	$	40,545
The accompanying footnotes are an integral part of these financial statements.

In Media Corp.

~~F-2~~I have audited the accompanying balance sheets of In Media Corp. (A Development Stage Company) as of December 31, 2014, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2014. 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.

InI ~~Media~~conducted ~~Corporation~~my ~~Condensed~~audit ~~Statements~~in accordance with the standards of ~~Operations~~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.

		Year Ended		Year Ended
		December 31, 2014		December 31, 2013
EXPENSES
General & administrative	$	99,836	$	450,421
Development expenses		39,900		-
Interest and debt interest expense		39,408		95,864
Revaluation of derivative liability		40,730		(46,943)
NET LOSS	$	219,874	$	499,342
Basic (loss) per share *	$	(0.00)	$	(0.00)
Weighted average number of basic common shares outstanding		67,410,816		58,238,613

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of In Media Corp., (A Development Stage Company) as of December 31, 2014, and the results of its operations and cash flows for the years ended December 31, 2014 in conformity with generally accepted accounting principles in the United States of America.

* The ~~fully-diluted~~accompanying ~~loss~~financial ~~per~~statements ~~share~~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 ~~presented~~include ~~since~~any ~~the~~adjustments that might result ~~would~~from bethe ~~anti-dilutive.~~outcome of this uncertainty.

~~The~~/s/ ~~accompanying~~George ~~footnotes notes are an integral part of these financial statements.~~Stewart

~~F-3~~George Stewart

In Media Corporation
Statements of Cash Flows
				Year ended		Year ended
				December 31, 2014		December 31, 2013
CASH FLOW FROM OPERATING ACTIVITIES
	Net profit ( loss)		$	(219,874)	$	(499,342)
	Adjustments to reconcile net income to net cash used
		in operating activities
		Stock issued for services in lieu of cash		-		-
		Stock issued to noteholders for interest		2,600		1,500
		Non cash stock compensation expense		-		-
		Discount on convertible notes, net of amortization		(58,778)		(19,642)
		Extinguishment of derivative liability on convertible notes, net		(16,972)		(7,008)
		Accrual of note interest		(18,331)		17,865
		Forgiveness of debt to related parties		1,086,822		-
		Purchase of assets for stock, net of impairment charges		39,900
	Increase (decrease) in operating liabilities
		Accounts payable		(691,786)		129,267
	Total cash provided by (used in) operating activities			123,581		(377,360)
CASH FLOW FROM INVESTING ACTIVITIES
	Total cash provided by (used in) investing activities			-		-
CASH FLOW FROM FINANCING ACTIVITIES
		Proceeds from issuance of common stock		-		-
		Net proceeds from sale of convertible notes		78,625		325,955
		Advances from related party, net		(202,751)		51,000
	Total cash provided by (used in) financing activities			(124,126)		376,955
Net increase (decrease) in cash				(545)		(405)
Cash at beginning of period				545		950
Cash at end of period			$	-	$	545
Supplemental Cash Flow Information:
Interest Paid				-		-
Taxes Paid			$	800	$	800
The accompanying footnotes are an integral part of these financial statements.

Seattle, Washington

~~F-4~~October 6, 2017

In Media Corporation
Statements of Shareholders' Equity and Retained Earnings
			Common		Additional
	Common		Stock		Paid-in		Deficit
	Stock #		Amount		Capital		Accumulated		Total
Balance, December 31, 2012	57,713,837	$	57,714	$	2,355,170	$	(3,154,705)	$	(741,821)
Net loss for year ended December 31, 2013	-		-		-		(499,342)		(499,342)
Issuance of Common Stock in conversion of notes	5,560,652		5,560		224,965		-		230,525
Issuance of common stock to pay accrued interest	18,987		19		1,481		-		1,500
Balance, December 31, 2013	63,293,476	$	63,293	$	2,581,616	$	(3,654,047)	$	(1,009,138)
Net loss for year ended December 31, 2014	-		-		-		(219,874)		(219,874)
Issuance of Common Stock in conversion of notes	5,411,502		5,412		73,213		-		78,625
Issuance of common stock to pay accrued interest	184,954		185		2,415		-		2,600
Write off of derivative liability and note discount on redemption of notes	-		-		40,730		-		40,730
Benefit of write off of amounts payable to related parties	-		-		1,086,822		-		1,086,822
Balance, December 31, 2014	68,889,932	$	68,890	$	3,784,796	$	(3,873,921)	$	(20,235)
The accompanying notes are an integral part of these financial statements.

F-1

F-52

IN MEDIA CORPORATION

In Media Corporation
Audited Balance Sheets

		December 31, 2015		December 31, 2014
ASSETS
CURRENT ASSETS
Cash	$	-	$	-
Total current assets		-		-

Movie distribution systems		-		100

Total Assets	$	-	$	100

LIABILITIES & STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable accrued liabilities	$	50,131	$	20,335
Related party advances		3,500
Total Current Liabilities		53,631		20,335

Commitments & Contingencies		-		-

Stockholders’ Equity
Common stock - 200,000,000 shares authorized at $0.001 par value;
73,992,932 and 68,889,932 shares issued and outstanding
at December 31, 2015, and December 31, 2014, respectively		73,993		68,890
Additional paid-in capital		3,784,796		3,784,796
Deficit accumulated		(3,912,420)		(3,873,921)

Total Stockholders’ Equity		(53,631)		(20,235)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-	$	100

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

~~NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED~~ F-3

DECEMBER 31, 2014 AND 2013

In Media Corporation
Statements of Operations

		Year Ended		Year Ended
		December 31, 2015		December 31, 2014

REVENUE	$	-	$	-

EXPENSES
General & administrative		1,551		-
Consulting fees		27,949		99,836
Professional fees		9,000		-
Impairment of film distribution system		-		39,900
Interest and debt interest expense		-		39,408
Revaluation of derivative liability		-		40,730

NET LOSS BEFORE INCOME TAXES		(38,500)		(219,874)

PROVISION FOR INCOME TAX EXPENSE		-		-

NET LOSS	$	(38,500)	$	(219,874)

Basic (loss) per share *	$	(0.00)	$	(0.00)
Weighted average number of basic
common shares outstanding		68,955,355		67,410,816


* The fully-diluted loss per share is not presented since the result would be anti-dilutive.

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

1.F-4

ORGANIZATION

In Media Corporation
Statements of Shareholders’ Equity and Retained Earnings

			Common Stock Amount		Additional Paid-in Capital
	Common Stock #
	Common Stock #						Deficit Accumulated		Total

Balance, December 31, 2013	63,293,476	$	$		2,581,616	$	(3,654,047)	$	(1,009,138)

Net profit (loss) for year ended December 31, 2014							(219,874)		(219,874)
Issuance of Common Stock in conversion of notes	5,411,502		5,412		73,213		-		78,625
Issuance of common stock to pay accrued interest	184,954		185		2,415		-		2,600
Write off of derivative liability and note discount on redemption of notes	-		-		40,730		-		40,730
Benefit of write off of amounts payable to related parties	-		-		1,086,822		-		1,086,822

Balance, December 31, 2014	68,889,932	$	68,890	$	3,784,796	$	(3,873,921)	$	(20,235)

Net profit (loss) for year ended December 31, 2015							(38,500)		(38,500)
Issuance of Common Stock for services	5,103,000		5,103		-		-		5,103

Balance, December 31, 2015	73,992,932	$	73,993	$	3,784,796	$	(3,912,421)	$	(53,632)


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

~~IN Media Corporation (the "Company") is a Nevada corporation incorporated on March~~ F-5, 2007 as Tres Estrellas Enterprises, Inc. (“Tres Estrellas”). Effective February 3, 2010, we changed our name to IN Media Corporation. 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 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. 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, 2014. During the fourth quarter of 2014, the Company recognized that they have not been successful in generating sales revenue to date, and concluded that the business plan was not viable. Subsequently, they abandoned the business plan.

On October 28, 2014, the Company filed a Form 8K announcing that it had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that the Company will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, the Company’s Director and CEO, for 100 percent of the outstanding shares of Hip Appeal. These shares shall not be issued until and unless the shareholders of the Company approve increasing the authorized shares of the corporation sufficiently to allow for such issuance.

In Media Corporation
Statements of Cash Flows

				Year ended		Year ended
				December 31, 2015		December 31, 2014


CASH FLOW FROM OPERATING ACTIVITIES
	Net profit ( loss)		$	(38,499)	$	(219,874)
	Adjustments to reconcile net income to net cash used
		in operating activities
		Write off movie distribution systems		100		-
		Stock issued to noteholders for interest		-		2,600
		Discount on convertible notes, net of amortization		-		(58,778)
		Extinguishment of derivative liability on convertible notes, net		-		(16,972)
		Issuance of stock in settlement of liabilities		5,103		(18,331)
		Forgiveness of debt to related parties		-		1,086,822
		Purchase of assets for stock, net of impairment charges		-		39,900

	Increase (decrease) in operating liabilities
		Accounts payable and accrued liabilities		29,796		(691,786)

	Total cash provided by (used in) operating activities			(3,500)		123,581

CASH FLOW FROM INVESTING ACTIVITIES

	Total cash provided by (used in) investing activities			-		-

CASH FLOW FROM FINANCING ACTIVITIES
		Net proceeds from sale of convertible notes		-		78,625
		Advances from related party, net		-		(202,751)

	Total cash provided by (used in) financing activities			-		(124,126)

Net increase (decrease) in cash				(3,500)		(545)

Cash at beginning of period				-		545

Cash at end of period			$	(3,500)	$	-

Supplemental Cash Flow Information:
	Shares issued for services		$	5,103	$	-
Supplemental Non-Cash Disclosure:
Interest Paid			$	-	$	-
Taxes Paid			$	800	$	800

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

~~The Company's fiscal year end is December 31.~~F-6

2.IN MEDIA CORPORATION

~~GOING~~NOTES ~~CONCERN~~TO ~~AND~~FINANCIAL ~~LIQUIDITY~~STATEMENTS ~~CONSIDERATIONS~~FOR THE YEARS ENDED

~~The~~DECEMBER 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, 2014, the Company had accumulated a loss from operations of $3.9 million and has earned no revenues since inception, and our net current assets were only $100. 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, extended credit from suppliers and related parties, and possible strategic partnerships, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. AND 2014

We previously focused their efforts on developing business opportunities in China and India although they have not actually fulfilled any orders or shipped any of our products as of December 31, 20141. The ability of the Company to continue is dependent upon, among other things, obtaining additional financing through mergers or acquisitions of operating entities. 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.ORGANIZATION

3IN Media Corporation (the “Company”) is a Nevada corporation incorporated on March 5, 2007. Our fiscal year end is December 31.

~~SIGNIFICANT~~Historically ~~ACCOUNTING~~we ~~POLICIES~~focused our efforts on developing business opportunities for IPTV in China and India although we were not succesful and did not actually fulfill any orders or ship any of our products as of December 30, 2015. Since October, 2014, our management has been analyzing the various alternatives available to our Company to ensure our survival and preserve our shareholder’s investment in our common shares. Since October 2014, we have focused our activities on potential acquisition opportunities with established businesses for the merger of a target business with our Company. In certain instances, a target business may wish to become a subsidiary of our Company or may wish to contribute assets to our Company rather than merge. We anticipate that any new acquisition or business opportunities by our Company will require additional financing but there can be no assurance that we will be able to acquire the financing necessary to enable us to pursue our plan of operation.

A)In ~~BASIS~~implementing OFa ~~PRESENTATION~~structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

~~The~~We ~~accounting~~anticipate that the selection of a business opportunity in which to participate will be complex and ~~reporting~~without ~~policies~~certainty of success. Management believes that there are numerous firms in various industries seeking the ~~Company~~perceived ~~conform~~benefits toof Ubeing a publicly registered corporation.S. ~~generally~~Business ~~accepted~~opportunities ~~accounting~~may ~~principles~~be ~~(US~~available ~~GAAP)~~in ~~applicable~~many todifferent industries and at various stages of development, ~~stage~~all ~~companies~~of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

B)We ~~USE~~may OFseek ~~ESTIMATES~~a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

~~The~~At ~~preparation~~this ofstage, ~~financial~~we ~~statements~~can inprovide ~~conformity~~no ~~with~~assurance ~~U.S.~~that ~~generally~~we ~~accepted~~will ~~accounting~~be ~~principles~~able ~~requires~~to ~~management~~locate compatible business opportunities, what additional financing we will require to ~~make~~complete ~~estimates~~a ~~and~~combination ~~assumptions~~or ~~that~~merger ~~affect~~with another business opportunity or whether the ~~reported~~opportunity’s ~~amounts~~operations ofwill ~~assets~~be ~~and~~profitable. ~~liabilities~~If ~~and~~we ~~disclosure~~are ofunable ~~contingent~~to ~~assets~~secure ~~and~~adequate ~~liabilities~~capital atto ~~the~~continue ~~date~~our ofbusiness ~~the~~or ~~financial~~alternatively, ~~statements~~complete ~~and~~a ~~the~~merger ~~reported~~or ~~amount~~acquisition, ofour ~~revenues~~shareholders ~~and~~will ~~expenses~~lose ~~during~~some ~~the~~or ~~reporting~~all ~~period.~~of ~~Actual~~their ~~results~~investment ~~could~~and ~~differ~~our ~~from~~business ~~those~~will ~~estimates~~likely fail.

FOn October 28, 2014, the Company filed a Form 8K announcing that it had signed a non-6binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that the Company will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, the Company’s Director and CEO, for 100 percent of the outstanding shares of Hip Appeal. According to the terms of the Letter of Intent. these shares will not be issued until and unless the shareholders of the Company approve increasing the authorized shares of the corporation sufficiently to allow for such issuance. This transaction was not completed, among other reasons, because the Company was unable to issue 40 million shares out of its available authorized share capital, and had difficulty in supporting a shareholder resolution to increase the capital because of fragmented ownership distribution, and a lack of funding.

CFinally, on Aug 7, 2015, the Company was able to make personal contact with enough individual shareholders to secure majority approval to a resolution to increase the authorized capital from 75 million to 200 million. Because of this delay, economic circumstances changed and Hip Appeal decided not to proceed with the proposed merge, however Mr Hayes, in his capacity as CEO and board member of InMedia, committed to continuing to help the Company find a purchaser or merger opportunity (“Transaction”). ~~CASH~~As ~~AND~~the ~~CASH~~Company ~~EQUIVALENTS~~has no cash, it has been unable to fund payment of its professional advisors and consultants and has consequently not filed its SEC filings since March 2015, and is therefore delinquent. Any attempts to bring the Company current in its filings ready for a Transaction will require the Company to raise funding, or secure credit terms from those involved in providing accounting, legal, and other services.

~~Cash~~Other ~~and~~than ~~cash~~as ~~equivalents~~set ~~include~~out ~~cash~~herein, inwe ~~banks,~~have ~~money~~not ~~market~~entered ~~funds,~~into ~~and~~any ~~certificates~~formal ofwritten ~~term~~agreements ~~deposits~~for ~~with~~a ~~maturities~~business ofcombination ~~less~~or ~~than~~opportunity. ~~three~~If ~~months~~any ~~from~~such ~~inception,~~agreement ~~which~~is ~~are~~reached, ~~readily~~we ~~convertible~~intend to ~~known~~disclose ~~amounts~~such ofan ~~cash~~agreement ~~and~~by ~~which,~~filing ina ~~the~~current ~~opinion~~report ofon ~~management,~~Form ~~are~~8-K ~~subject~~with tothe anSecurities ~~insignificant~~and ~~risk~~Exchange ~~of loss in value~~Commission.

D)The ~~FAIR~~Company’s ~~VALUE~~fiscal OFyear ~~FINANCIAL~~end ~~INSTRUMENTS~~is ~~AND~~December ~~DERIVATIVE FINANCIAL INSTRUMENTS~~31.

~~The Company's financial instruments as defined by FASB ASC 825~~F-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, 2013. 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:7

~~Level 1~~2.GOING CONCERN AND LIQUIDITY CONSIDERATIONS

~~Observable~~The ~~inputs~~accompanying ~~such~~financial statements have been prepared assuming that the Company will continue as ~~quoted~~a ~~prices~~going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in ~~active~~the ~~markets;~~normal course of business. As at December 31, 2015, the Company had accumulated a loss from operations of $3.9 million and has earned no revenues since inception, and our net current assets were $0. 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, extended credit from suppliers and related parties, and possible strategic partnerships, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016.

~~Level~~These 2factors, 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.

~~Inputs,~~3.SIGNIFICANT ~~other~~ACCOUNTING ~~than the quoted prices in active markets, that are observable either directly or indirectly; and~~POLICIES

~~Level~~A) 3.BASIS OF PRESENTATION

~~Unobservable~~The ~~inputs~~accounting inand ~~which~~reporting ~~there~~policies isof ~~little~~the orCompany noconform ~~market~~to ~~data,~~U.S. ~~which~~generally ~~requires~~accepted ~~the~~accounting ~~reporting~~principles ~~entity~~(US toGAAP) ~~develop~~applicable ~~its~~to ~~own~~development ~~assumptions~~stage companies.

~~The~~B) ~~Company~~USE ~~does~~OF ~~not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2014 and December 31, 2013.~~ ESTIMATES

E)The ~~INCOME~~preparation ~~TAXES~~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.

~~The~~C) ~~Company~~CASH ~~accounts~~AND ~~for~~CASH 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.EQUIVALENTS

F)Cash ~~EARNINGS~~and ~~(LOSS)~~cash ~~PER~~equivalents ~~SHARE~~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.

~~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~~D) ~~available~~FAIR toVALUE ~~common~~OF ~~shareholders~~FINANCIAL byINSTRUMENTS ~~the~~AND ~~weighted~~DERIVATIVE ~~average~~FINANCIAL 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. Reported basic and diluted loss per share was the same at the reporting dates, as the diluted loss would be anti-dilutive. INSTRUMENTS

G)The ~~STOCK~~Company’s financial instruments as defined by FASB ASC 825-~~BASED~~10-50 ~~COMPENSATION~~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, 2015 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:

~~ASC~~Level ~~718 "Compensation - Stock Compensation" which codified SFAS No~~1. ~~123~~Observable ~~prescribes~~inputs ~~accounting~~such 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~~quoted ~~equity~~prices ~~or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction~~ in ~~cash~~active 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 liabilitymarkets; 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 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.

~~F-7~~Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

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

The Company ~~recognizes~~does ~~the~~not ~~underlying~~have ~~value~~any ofassets ~~embedded~~or ~~derivatives~~liabilities inmeasured ~~accordance~~at ~~with~~fair ~~ASC 815-15-25-1. The~~ value ofon ~~the option for noteholders to convert their notes into shares of common stock is calculated and credited as~~ a ~~derivative~~recurring ~~liability~~basis ~~for~~at 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 $0 and $ 150,132 during the years ended December 31, ~~2014~~2015 and ~~2013, 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, 2014 ~~and 2013, the Company amortized $33,683 and 97,204, respectively, as debt discount expense~~. ~~At September 30, 2014, the Company negotiated and paid off all outstanding convertible notes and wrote off all remaining balances of derivative liability and discount reserve at that date.~~

IE) ~~REVENUE~~INCOME ~~RECOGNITION~~TAXES

The Company ~~recognizes~~accounts ~~revenue~~for ~~from~~income ~~the~~taxes ~~sale~~under ofASC ~~products~~740 ~~and~~“Income ~~services~~Taxes” inwhich ~~accordance~~codified ~~with~~SFAS ~~Securities~~109, ~~and~~“Accounting ~~Exchange~~for ~~Commission~~Income ~~Staff~~Taxes” and FIN 48 “Accounting ~~Bulletin~~for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. ~~104~~109.” ~~("SAB~~Under ~~104")~~the asset and liability method of ASC 740, ~~"Revenue~~deferred ~~Recognition~~tax inassets ~~Financial~~and ~~Statements."~~liabilities ~~Revenue~~are ~~will~~recognized ~~consist~~for the future tax consequences attributable to differences between the financial statements carrying amounts of ~~services~~existing ~~income~~assets and ~~will~~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 ~~recognized~~recovered ~~only~~or ~~when~~settled. ~~all~~Under ofASC 740, the ~~following~~effect ~~criteria~~on ~~have~~deferred ~~been~~tax ~~met:~~assets ~~(i)~~and ~~Persuasive~~liabilities ~~evidence~~of ~~for~~a anchange ~~agreement~~in ~~exists;~~tax ~~(ii)~~rates ~~Service~~is ~~has~~recognized ~~occurred;~~in ~~(iii)~~income ~~The~~in ~~fee~~the period the enactment occurs. A valuation allowance is ~~fixed~~provided orfor ~~determinable;~~certain ~~and~~deferred ~~(iv)~~tax ~~Revenue~~assets if it is ~~reasonably~~more ~~assured~~likely than not that the Company will not realize tax assets through future operations.

~~J) PREPAID EXPENSES AND LICENSE FEES~~F-8

~~In November 2008, the Company and Numerity Corporation entered into a license agreement (“License Agreement”~~F) ~~under~~EARNINGS ~~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”~~LOSS) ~~including~~PER 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 amortized 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 contractual year ended June 30, 2011. No further maintenance fees are payable until the Company commences first commercial shipments of its products. During the fourth quarter of 2014, the Company recognized that they have not been successful in generating sales revenue to date, and concluded that the business plan was not viable. Subsequently, they abandoned the business plan and we have no further maintenance fees.SHARE

4FASB 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. Reported basic and diluted loss per share was the same at the reporting dates, as the diluted loss would be anti-dilutive.

~~CAPITAL~~G) STOCK-BASED COMPENSATION

ASC 718 “Compensation - Stock Compensation” which 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 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.

~~AUTHORIZED~~H) ~~STOCK~~DERIVATIVE INSTRUMENTS

~~The~~From time to time the Company has ~~authorized~~issued ~~75,000,000~~convertible ~~common~~notes ~~shares~~as ~~with~~a $0means of providing funding.~~001~~ ~~par~~The Company recognizes the underlying value. ~~Each~~of ~~common~~embedded ~~share~~derivatives ~~entitles~~in accordance with ASC 815-15-25-1. The value of the ~~holder~~option for noteholders to ~~one~~convert ~~vote,~~their innotes ~~person~~into orshares ~~proxy,~~of oncommon ~~any~~stock ~~matter~~is oncalculated ~~which~~and ~~action~~credited ofas a derivative liability for the ~~stockholder~~duration of the ~~corporation~~notes, while an offsetting amount is ~~sought~~classified as a discount to the principal value of the notes.

OnI) ~~June~~REVENUE 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, 2012, the Company issued 817,000 shares to consultants as payment for services provided, and 1,600,000 options to employees. On November 21, 2012 the Company filed a second S-8 registering an additional 2,500,000 common shares, and at December 31, 2014 has 2,583,000 registered shares available for future issuance.RECOGNITION

BThe 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.

~~SHARE~~4.CAPITAL ~~ISSUANCES~~STOCK

~~Since inception (October 27, 2008~~A) toAUTHORIZED ~~December 31, 2014, the Company has issued the following shares:~~ STOCK

~~(i)~~As of the date of this report, the Company has authorized 200,000,000 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.

AB) ~~total~~SHARE 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. ISSUANCES

~~(ii)~~During the period ended December 31, 2015, the Company issued shares in settlement of debt and as compensation for services provided as set forth in the following table. 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.

~~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~~F-~~2 Registration Statement.~~ 9

~~F-8~~In addition, the Company has issued common stock instead of cash to make purchases or settle liabilities as follows:

(iii)

		Year ended December 31, 2015		Year Ended December 31, 2014
SUMMARY ISSUANCE OF COMMON STOCK		Year ended December 31, 2015		Year Ended December 31, 2014
# Shares

Payment of consultants		5,103,000		-
Conversion of Notes		-		5,411,502
Payment of note interest		-		184,954
Total		5,103,000		5,596,456

Value of Shares

Payment of consultants	$	5,103	$	-
Conversion of Notes		-		78,625
Payment of note interest		-		2,600
Total	$	5,103	$	81,225

AC) ~~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.~~OPTIONS

FThe following is a summary of share-9based compensation, stock option and warrant activity as of December 31, 2015 and changes during the year then ended:

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.

	Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding, December 31, 2014	1,600,000	$0.15	-	-

Terminated options	(1,600,000)	-	-	-

Outstanding, December 31, 2015	-	-	-	-

Exercisable, December 31, 2015	-	-	-	-

In5.NOTES ~~addition, the Company has issued common stock instead of cash to make purchases or settle liabilities as follows:~~PAYABLE

	Year	Year	Period
	ended	ended	from
SUMMARY ISSUANCE OF COMMON STOCK	December 31,	December 31,	Inception
# Shares	2014	2013	Total
Payment of consultants			897,000
Purchase of assets			250,000
Conversion of notes	5,411,502	5,560,652	14,483,619
Settlement of debt			8,000,000
Payment of note interest	184,954	18,987	259,313
Total	5,596,456	5,579,639	23,889,932
	Year	Year	Period
	ended	ended	from
	December 31,	December 31,	Inception
Value of Shares	2014	2013	Total
Payment of consultants			$ 591,999
Purchase of assets			$ 40,000
Conversion of notes	$ 78,625	$ 230,525	$ 537,150
Settlement of debt			$ 1,025,000
Payment of note interest	2,600	1,500	$ 10,220
Total	$ 81,225	$ 232,025	$ 2,204,369

During the years ended December 31, 2015 and December 31, 2014, the Company issued, repaid or converted convertible notes as set out in the following table.

Year	Balance start of year	Original note proceeds	Original issue discount	Conversion	Repayments	Balance end of period
December 31, 2014	158,390	-	-	$ (98,390)	$ (60,000)	-
December 31, 2015	-	-	-	-	-	-

~~NOTES PAYABLE~~F-10

~~During~~The ~~the~~notes ~~years~~were ~~ended~~unsecured, ~~December~~with 31a term of up to one year, ~~2014~~carrying ~~and~~interest ~~December~~at 318-10% per annum and, ~~2013~~if not repaid at maturity, would be converted into shares of common stock at a price of 50% to 60.0% of the lowest closing prices over the twenty-five days preceding the conversion date. The Company ~~issued,~~negotiated ~~repaid~~the ~~and~~release ~~converted~~of ~~convertible~~liability on all remaining notes payable as ~~set~~at ~~out~~September in30, 2014. The interest expense for the ~~following~~notes ~~table.~~ $39,404 in 2014 $0 in 2015

Year	Balance start of year	Original note proceeds	Original issue discount	Conversion	Repayments	Balance end of period
December 31, 2012	$ 55,000	$ 50,000	$ -	$ (55,000)		$ 50,000
December 31, 2013	$ 50,000	$ 325,955	$ 11,160	$ (228,725)		$ 158,390
December 31, 2014	$ 158,390			$ (98,390)	$ (60,000)	$ -

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 $0 and $0 during the years ended December 31, 2015 and 2014, 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, 2015 and 2014, the Company amortized $0 and $33,683, respectively, as debt discount expense.

~~The notes were unsecured, with a term of up to one year, carrying interest at 8-10% per annum and, if not repaid at maturity, would be converted into shares of common stock at a price of 50% to 60~~6.0%INCOME ~~of the lowest closing prices over the twenty-five days preceding the conversion date. The Company negotiated the release of liability on all remaining notes payable as at September 30, 2014.~~ TAXES

The Company ~~recognizes~~has ~~the~~incurred ~~underlying~~operating ~~value~~losses of ~~embedded~~approximately ~~derivatives in accordance with ASC 815-15-25-1~~$3.9 ~~The~~million ~~value~~since ofinception, ~~the~~which, ~~option~~if ~~for~~unutilized, ~~noteholders~~will begin to ~~convert~~expire ~~their~~in ~~notes~~2027. ~~into~~Future ~~shares~~tax ofbenefits, ~~common~~which ~~stock~~may isarise ~~calculated and credited~~ as a ~~derivative~~result ~~liability for the duration~~ of ~~the~~these ~~notes~~losses, ~~while~~have annot ~~offsetting~~been ~~amount~~recognized isin ~~classified~~these asfinancial ~~a discount to the principal value of the notes. The derivative value added to the discount reserve and derivative value was $0 and $ 150~~statements,~~132~~ ~~during the years ended December 31, 2014~~ and ~~2013,~~have ~~respectively.~~been ~~The~~offset ~~value~~by ~~of the debt discount is amortized as interest expense on~~ a ~~straight~~valuation ~~line~~allowance. ~~basis~~Details ~~over the life~~ of ~~the~~future ~~notes.~~income ~~During~~tax ~~the~~assets ~~years~~are ~~ended December 31, 2014 and 2013, the Company amortized $33,683 and $97,204, respectively,~~ as ~~debt~~follows: ~~discount expense. At September 30, 2014, the Company re-valued the derivative liability to $0 following a negotiated settlement of the outstanding balance of note liability.~~

F-10

		December 31, 2015		December 31, 2014
Future income tax assets:
Net operating loss from October 27, 2008 (inception) to December 31, 2015 less timing differences	$	3,912,420	$	3,886,690
Consulting, management fee and other non-cash accruals		50,000		1,086,822
Adjusted operating loss		3,862,420		2,799,868

Statutory tax rate (combined federal and state)		37.9%		37.9%
Non-capital tax loss		1,464,070		1,062,028
Valuation allowance		(1,464,070)		(1,062,028)
	$	-	$	-

6The Company’s valuation allowance increased by $402,042 in 2015.

~~INCOME~~The ~~TAXES~~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. We are subject to taxation in the U.S. and the state of California. The Company is current in its state and Federal tax returns. The Company currently has no tax years subject to examination prior to December 31, 2013.

~~The Company has incurred operating losses of approximately $2.~~7 ~~million since inception, which, if unutilized, will begin to expire in 2027~~.NEW ~~Future~~ACCOUNTING 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:PRONOUNCEMENTS

		December 31, 2014
Future income tax assets:
Net operating loss from October 27, 2008 (inception) to December 31, 2014)	$	3,886,690
less timing differences
Consulting and management fee accruals		1,086,822
Adjusted operating loss		2,799,868
Statutory tax rate (combined federal and state)		37.9%
Non-capital tax loss		1,062,028
Valuation allowance		(1,062,028)
	$	-

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

~~The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization~~8.RELATED ~~When~~PARTY ~~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.~~TRANSACTIONS

7.Conflicts of Interest

~~NEW~~None ~~ACCOUNTING~~of ~~PRONOUNCEMENTS~~our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities. In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~The Company does not expect any recent accounting pronouncements to have a material impact on its financial statements.~~F-11

8Each officer and director is, so long as he is an officer or director, subject to the restriction that all opportunities contemplated by our plan of operation that come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that he is 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 to which the officer or director is affiliated each desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity. However, the officer or director may still 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 in connection with these types of transactions

~~RELATED~~Mr. ~~PARTY~~Hayes, ~~TRANSACTIONS~~our CEO, has advanced $3,500 through Hip Appeal to pay off supplier balances on behalf of the Company. The balance to be repaid was included in related party advances .

~~From time to time,~~ Mr. ~~Karnick,~~Hayes ~~though~~is ~~his~~a ~~wholly~~director ~~owned~~and ~~Company,~~CEO ~~Numerity,~~of ~~has~~both ~~advanced~~In ~~cash~~Media toCorporation ~~pay off supplier balances on behalf of the Company~~ and ~~the~~Hip ~~balance~~Appeal ~~is reported as a loan from related party~~Inc. ~~The loan is unsecured~~, ~~interest-free,~~a ~~and~~company ~~has~~with ~~been~~which orIN ~~will~~Media behad ~~repaid~~planned ~~when the Company raises sufficient cash~~ to ~~do so~~merge. AtThe ~~September~~merger ~~30,~~plans ~~2014,~~were ~~Numerity~~never ~~waived the entire balance then payable by In Media Corporation~~consummated.

~~This provider, Numerity Corporation, is owned and controlled by Mr~~9.SUBSEQUENT Karnick, one of our shareholders, former directors and former CEO, and provides contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors, including Mr. Danny Mabey, a former member of the Board of Directors with no interest in Numerity. Numerity billed the Company for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit. EVENTS

Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs (the “Licensing and Maintenance Agreement”) from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On ~~July~~March 131, ~~2010~~2016, we ~~agreed~~filed ~~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~~our ~~Licensing~~Articles ~~and Maintenance Agreement was additionally approved by the Board~~ of ~~Directors,~~Incorporation ~~including~~to ~~Mr.~~increase ~~Danny Mabey, a former member of~~ the ~~Board~~total ofnumber ~~Directors with no interest in Numerity. One~~ of ~~our~~authorized ~~shareholders, Guifeng Qui, who owns approximately 13 million~~ shares of ~~restricted common stock, has a controlling interest in~~ the ~~Chinese~~Company’s ~~distributor~~capital ~~who~~stock wefrom ~~have appointed to represent us in developing our business in China. During the fourth quarter of 2014~~75,000,000 ~~the~~shares ~~Company recognized that they have not been successful in generating sales revenue~~ to ~~date~~200, ~~and concluded that the business plan was not viable. Subsequently~~000,000 ~~they abandoned the business plan and we have no further royalty or maintenance fees~~shares.

9On December 19, 2016, we sold 57,446,863 shares of its common stock, par value $0.001 per share, to three parties. Of those shares, 49,446,863 we sold to RVCA Partners, LLC (“RVCA”), for an aggregate sales price of $49,446.67 ($0.001 per share), payable in cash. In addition, 4,000,000 shares were issued to Simon Westbrook as partial consideration for a settlement and release agreement wherein Mr. Westbrook released his claims for compensation and reimbursement of expense from the Registrant. In addition, 4,000,000 shares were issued to Mike Harper, as partial consideration for a settlement and release agreement wherein Mr. Harper released his claims against the Registrant for compensation and reimbursement of expense relating to his service as a consultant, officer and director of the Registrant. The shares were sold in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and Rules 504, 505 and 506 thereunder.

~~SUBSEQUENT~~On ~~EVENTS~~December 19, 2016, Mr. Hunt also joined the Board of Directors of the Registrant and became an officer. Subsequent to the share purchase and Mr. Hunt’s appointment, Messrs. Hayes and Mike Harper resigned from the Board of Directors leaving Mr. Hunt as the sole director. Mr. Hayes remains as the Registrant’s CEO and principal accounting officer and principal financial officer. Through the acquisition of the 63,440,000 shares described above, Mr. Hunt’s appointment to the Board of Directors, and Messrs. Hayes and Harper’s resignations from the Board of Directors, Mr. Hunt assumed control of the Registrant from Messrs. Hayes and Harper.

On ~~October~~June 2823, ~~2014~~2017, the ~~Company~~Registrant ~~filed~~sold a25,000,000 ~~Form~~shares ~~8-K announcing that it had signed a non-binding Letter~~ of ~~Intent~~its ~~with~~common ~~Hip Appeal Inc.~~stock, anpar ~~apparel~~value ~~company~~$0.001 ~~that~~per ~~caters~~share, to ~~the~~one ~~fashion conscience~~party, ~~active~~RVCA Partners, ~~on-the-go~~LLC ~~female.~~(“RVCA”), ~~This~~for ~~Letter~~an ofaggregate ~~Intent~~sales ~~provides~~price ~~that~~of ~~they will issue forty million (40~~$25,000~~,000)~~ ~~shares of common stock to Mr~~($0.001 ~~Howard~~per ~~Hayes~~share), ~~their~~payable ~~director~~in ~~and~~cash. ~~CEO,~~The ~~for 100 percent of the outstanding~~ shares ofwere ~~Hip~~sold ~~Appeal.~~in ~~This~~reliance ~~transaction~~on ~~will not close until~~ the ~~closing~~exemptions ~~condition,~~provided ~~requiring~~by ~~their~~Section ~~shareholders~~4(a)(2) toof ~~approve increasing~~ the ~~authorized~~Securities ~~shares~~Act of ~~our company sufficiently to, at the least, allow for such issuance~~1933.

~~F-11~~On or about June 28, 2017, Turnaround Advisors, LLC loaned us $7,500. Principal on the Note shall be paid on or before December 31, 2017. There is no interest or origination fee for the Note. The primary use of proceeds for this Note was for payments to Frucci & Associates II for the 2015 and 2016 audit and quarterly reviews and payments for settlement of amounts owed to George Stewart, CPA, and the balance for general corporate purposes.

~~Item 9. Changes in and Disagreements with Accountants on Financial Disclosure~~F-12

~~None~~Item 9. Changes in and Disagreements with Accountants on Financial Disclosure

~~Item~~On 9AJune 27, 2017, the Board of Directors approved changing accountants by retaining Fruci & Associates II, PLLC (“Fruci & Assoc.”) ~~Controls~~to act as our independent registered public accounting firm. The Company executed an agreement to retain Fruci & Assoc. on June 27, 2017. On or about August 25, 2017, Fruci & Assoc. commenced audits of the Company’s financial statements for the 12 month periods ended 2015 and ~~Procedures~~2016. The result was a termination of our relationship with George Stewart, CPA (“GSCPA”) the Company’s former independent registered public accounting firm. The Company’s reason for the change of accountants is the Board’s understanding that GSCPA intends to cease, or at least greatly curtail, providing public company accounting work as part of its practice.

~~Management~~Item ~~reviewed our disclosure controls and procedures, and internal control over financial reporting and concluded that they were effective as at the end of the period covered by this report~~9A. ~~Following~~Controls ~~a weakness identified in relation to the year ended December 31, 2010, the Company corrected~~ and issued an Amended and Restated Form 10-K/A for that year, and has subsequently extended the scope of its engagement with its professional advisors to focus more closely on ensuring compliance with GAAP. Procedures

~~Evaluation~~Management ofreviewed ~~Disclosure~~our ~~Controls~~disclosure controls and ~~Procedures~~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.

WeEvaluation maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Exchange Act, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2014 we carried out an evaluation, under the supervision and with the participation of ~~our~~Disclosure ~~management,~~Controls ~~including the principal executive officer~~ and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.Procedures

~~Management~~We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Exchange Act, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s ~~Report~~rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2015 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on ~~Internal~~this ~~Control~~evaluation, ~~over~~because ~~Financial~~of ~~Reporting~~the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2015.

~~Our~~Management’s ~~management~~Report ison ~~responsible~~Internal ~~for~~Control ~~establishing and maintaining adequate internal control~~ over ~~financial~~Financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Reporting

~~With~~Our ~~the~~management ~~participation~~is ofresponsible ~~our~~for ~~Principal~~establishing ~~Executive Officer~~ and ~~Principal~~maintaining ~~Financial~~adequate ~~Officer,~~internal ~~currently~~control ~~the~~over ~~same~~financial ~~person,~~reporting. ~~our~~Our ~~management conducted an evaluation of the effectiveness of our~~ internal control over financial reporting asis ofdesigned ~~December 31,~~to ~~2013~~provide ~~based~~reasonable onassurances regarding the ~~framework~~reliability inof ~~Internal~~financial ~~Control—Integrated~~reporting ~~Framework~~and ~~issued by~~ the ~~Committee~~preparation of ~~Sponsoring~~our ~~Organizations~~financial ofstatements ~~the~~in ~~Treadway Commission,~~accordance orwith ~~COSO~~U.S. ~~Based~~generally onaccepted ~~our~~accounting ~~evaluation and the material weaknesses described below~~principles, ~~management~~or ~~concluded~~GAAP. ~~that~~Because ~~the~~of ~~Company~~its ~~did~~inherent ~~not~~limitations, ~~maintain effective~~ internal control over financial reporting asmay ofnot ~~December 31,~~prevent ~~2014,~~or ~~based~~detect ~~on the COSO framework criteria~~misstatements. ~~Management~~Also, ~~has~~projections ~~identified~~of ~~control~~any ~~deficiencies~~evaluation ~~regarding the lack~~ of ~~segregation~~effectiveness ofto ~~duties~~future ~~and~~periods ~~the need for a stronger internal control environment. Our management believes that these material weaknesses~~ are ~~due~~subject to the ~~small~~risk ~~size~~that ofcontrols ~~our~~may ~~accounting~~become ~~staff. The~~inadequate ~~small~~because ~~size~~ of ~~our~~changes ~~accounting staff may prevent adequate controls~~ in ~~the future~~conditions, ~~such~~or asthat ~~segregation of duties, due to~~ the ~~high~~degree ~~cost~~or ofcompliance ~~such~~with ~~remediation relative to~~ the ~~benefit~~policies ~~expected~~or toprocedures bemay ~~derived thereby~~deteriorate.

ToWith ~~mitigate~~ the ~~current~~participation ~~limited~~of ~~resources~~our Principal Executive Officer and ~~limited~~Principal ~~employees~~Financial Officer, wecurrently ~~rely~~the ~~heavily~~same onperson, ~~direct~~our management ~~oversight~~conducted ofan ~~transactions,~~evaluation ~~along~~of ~~with~~ the ~~use~~effectiveness of ~~external~~our ~~legal~~internal ~~and~~control ~~accounting~~over ~~professionals.~~financial Asreporting weas ~~grow~~of December 31, we2015 ~~expect~~based toon ~~increase~~the ~~our~~framework ~~number~~in Internal Control—Integrated Framework issued by the Committee of ~~employees~~Sponsoring Organizations of the Treadway Commission, ~~which~~or ~~will~~COSO ~~enable~~2013. usBased toon ~~implement~~our ~~adequate~~evaluation ~~segregation~~and ofthe ~~duties~~material ~~within~~weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2015, based on the COSO framework criteria. ~~These~~Management has identified control deficiencies ~~could~~regarding ~~result~~the inlack aof ~~misstatement~~segregation of ~~account~~duties ~~balances~~and ~~that~~the ~~would~~need ~~result~~for in a ~~reasonable~~stronger ~~possibility~~internal control environment. Our management believes that athese material ~~misstatement~~weaknesses are due to the small size of our ~~financial~~ ~~statements~~accounting staff. The small size of our accounting staff may ~~not~~prevent beadequate ~~prevented~~controls orin ~~detected~~the onfuture, asuch ~~timely~~as ~~basis.~~segregation ~~Accordingly~~of duties, wedue ~~have~~to ~~determined~~the ~~that~~high ~~these~~cost ~~control~~of ~~deficiencies~~such asremediation ~~described~~relative ~~above~~to ~~together~~the ~~constitute~~benefit aexpected ~~material~~to ~~weakness~~be derived thereby.

InTo ~~light~~mitigate ofthe ~~this~~current ~~material~~limited ~~weakness~~resources and limited employees, we ~~performed~~rely ~~additional~~heavily ~~analyses~~on ~~and~~direct ~~procedures~~management inoversight ~~order~~of totransactions, ~~conclude~~along ~~that~~with ~~our financial~~the ~~statements~~use ~~for~~of ~~the~~external ~~year~~legal ~~ended~~and ~~December 31~~accounting professionals. As we grow, ~~2014~~we ~~included~~expect into ~~this~~increase ~~Annual~~our ~~Report~~number onof ~~Form~~employees, ~~10-K~~which ~~were~~will ~~fairly~~enable ~~stated~~us into ~~accordance~~implement ~~with~~adequate USsegregation ~~GAAP~~of duties within the internal control framework. ~~Accordingly,~~These ~~management~~control ~~believes~~deficiencies could result in a misstatement of account balances that ~~despite~~would ~~our~~result in a reasonable possibility that a material ~~weaknesses,~~misstatement to our financial statements ~~for~~may ~~the~~not ~~year~~be ~~ended~~prevented ~~December~~or ~~31,~~detected ~~2014~~on ~~are~~a ~~fairly~~timely ~~stated~~basis. Accordingly, inwe ~~all~~have ~~material~~determined ~~respects,~~that inthese ~~accordance~~control ~~with~~deficiencies USas ~~GAAP~~described above together constitute a material weakness.

~~This~~In ~~annual~~light ~~report~~of ~~does~~this ~~not~~material ~~include~~weakness, anwe ~~attestation~~performed ~~report~~additional ofanalyses and procedures in order to conclude that our ~~registered~~financial ~~public~~statements ~~accounting~~for ~~firm~~the ~~regarding~~year ~~internal~~ended ~~control~~December ~~over~~31, ~~financial~~2015 ~~reporting~~included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. ~~Management’s~~Accordingly, ~~report~~management ~~was~~believes ~~not~~that ~~subject~~despite toour ~~attestation~~material byweaknesses, our ~~registered~~financial ~~public~~statements ~~accounting~~for ~~firm~~the year ended December 31, 2015 are fairly stated, in all material respects, in accordance with US GAAP.

18This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm.

~~Limitations on Effectiveness of Controls and Procedures~~17

~~Our~~Limitations ~~management,~~on ~~including~~Effectiveness our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~the~~Controls ~~control system are met. Further, the design of a control system must reflect the fact that there are resource constraints~~ and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Procedures

~~Over~~Our ~~time~~management, ~~controls~~including ~~may~~our ~~become~~Principal ~~inadequate~~Executive ~~because~~Officer ofand ~~changes~~Principal inFinancial ~~conditions~~Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~degree~~objectives of ~~compliance~~the ~~with~~control system are met. Further, the ~~policies~~design orof ~~procedures~~a ~~may~~control ~~deteriorate~~system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in aall ~~cost-effective~~control systems, no evaluation of controls can provide absolute assurance that all control ~~system~~issues and instances of fraud, ~~misstatements~~if ~~due~~any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or ~~fraud~~mistake. ~~may~~Additionally, ~~occur~~controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and ~~not~~there can be ~~detected~~no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Changes~~Over time, controls may become inadequate because of changes in ~~Internal~~conditions, ~~Controls~~or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~During~~Changes ~~the fiscal quarter ended December 31, 2014, there have been no changes~~ in ~~our~~Internal ~~internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.~~Controls

~~Item~~During ~~9B.~~the ~~Other~~fiscal ~~Information~~quarter ended December 31, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

~~None~~Item 9B. Other Information

19None.

~~PART III~~18

~~Item~~PART ~~10. Directors and Executive Officers~~III

AsItem at10. ~~December~~Directors ~~31, 2014 our Officers~~ and ~~Board~~Executive ~~of Directors were comprised of the following:~~Officers

NAME	AGE	SERVED SINCE	POSITIONS WITH COMPANY
Howard Hayes	42	October 21, 2014	CEO, CFO & Director
Michael Harper	40	October 21, 2014	COO and Director

As of the date of this report our Officers and Board of Directors were comprised of the following:

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

NAME	AGE	SERVED SINCE	POSITIONS WITH COMPANY
Howard Hayes	50	October 21, 2014	CEO & CFO

David Hunt	48	December 19, 2016	President, Secretary and Director

~~Our~~There Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have seven directors. Each director will serve until our next annual shareholder meeting. Directors are ~~elected~~currently ~~for~~no ~~one-year~~employment ~~terms.~~contracts Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in ~~office.~~place ~~Our~~for ~~directors~~any ~~and executive~~ officers ~~are as follows:~~.

~~Howard~~Our JBylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. ~~Hayes~~Currently we have two directors out of a panel of seven. ~~Appointed~~Each ~~October~~director ~~21,~~will ~~2014~~serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

MrHoward J. Hayes, ~~since~~age 50, is our principal executive officer and principal financial officer. Since May 2012, has been the President and Chief Executive Officer, and a director of Hip Appeal, Inc., a California Corporation. Hip Appeal is in the business of Manufacturing, Designing, Selling, Promoting and the Marketing of a women’s apparel line; mainly consisting of a Hip Wrap Fanny Packs, Bikinis, Hats, Clothing and Apparel and Hip Wrap Pool Wraps all with hidden pockets. In addition, since July 2006 has been the founder and Chief Operating Officer of White Brilliance, Inc., an entity that markets a home professional teeth whitening device. Mr. Hayes is also an executive with Go Light Med Systems, LLC. Prior to 2007, Mr. Hayes was a Senior Loan Officer with The Sterling Group financial Group and Equity Plus financial. Mr. Hayes earned a San Diego State Bachelor of Science degree at San Diego State University-California State University.

~~Michael~~David ~~Harper~~S. ~~Appointed~~ ~~October~~Hunt, 21age 48, ~~2014~~became a member of our management team on December 19, 2016. Originally a commercial litigation attorney, Mr. Hunt has been involved in creating, financing and growing development stage enterprises in a variety of industries since the late 1990’s. Mr. Hunt has participated as a founder, investor, advisor or legal counsel, for numerous public offerings, venture funds, private equity and debt placements, private-to-public mergers, PIPE transactions, reverse-mergers and various business development activities. Mr. Hunt is currently a member of the board of directors of Pacificore Construction, Inc. and involved in many aspects of its operations. Since joining Pacificore’s board of directors in 2011, and while becoming increasingly involved in its operations, Pacificore’s revenues have increased by approximately 30 times and has gone from never having a national client to performing jobs for more than a dozen prominent companies that operate across the U.S. and/or internationally. Mr. Hunt is currently a founding stockholder and advisor to ChargebackOps, LLC, a service provider to a number of national retailers in relation to their credit card fraud prevention. Mr. Hunt was previously a co-founder and director of AquaHydrate, Inc., a performance bottled water company sold in retailers throughout the U.S., where he was a consultant to the company through 2011.

Mr. ~~Harper~~Hunt ~~was~~is ~~appointed as~~ a ~~director~~graduate of the ~~Company~~University ~~on October 21, 2014. He is the Chief Operating Officer~~ of ~~Hip~~Utah ~~Appeal,~~(BA) ~~Inc., a California Corporation since September 2012. Hip Appeal is~~ in ~~the~~1994 ~~business of Manufacturing, Designing, Selling, Promoting~~ and ~~the~~California ~~Marketing~~Western ofSchool ~~a women’s apparel line; mainly consisting~~ of aLaw ~~Hip~~(JD) ~~Wrap~~in ~~Fanny Packs, Bikinis, Hats, Clothing and Apparel and Hip Wrap Pool Wraps all with hidden pockets~~1998. ~~From 2009 to 2012 Mr. Harper was a sales consultant for Load Spring Solutions.~~

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~~19

~~Our~~Conflicts ~~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.Interest

20Our 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.

On October 28, 2014, we filed a Form 8-K announcing that we had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that we will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, our director and CEO, for 100 percent of the outstanding shares of Hip Appeal. This transaction ~~will~~was ~~not~~never ~~close~~consummated ~~until~~largely ~~the~~due ~~closing condition, requiring our shareholders~~ to ~~approve~~delays ~~increasing~~in ~~the~~securing ~~authorized shares of our company sufficiently to, at~~ the ~~least,~~necessary ~~allow~~shareholder ~~for such issuance~~approvals.

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

The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Financial Code of Ethics was filed as Exhibit 14.1 to the Annual Report for the year ended December 31, 2011, filed March 21, 2012.

Compliance with Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers, Promoters, And Control Persons:

The Company believes that all filings of Form 3, 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 filed.

21Item 11. Executive Compensation

~~Item~~None ~~11.~~during ~~Executive~~the ~~Compensation~~twelve month period ended December 31, 2015.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in pension value and nonqualified Deferred Compensation earnings ($)	All Other Comp. ($)	Total ($)
Nitin Karnik	2014	$ -	a,b	$ -	$ -	$ -	$ -	$ -	$ -	$ -
	2013	$ -	a,b	$ -	$ -	$ -	$ -	$ -	$ -	$ -
	2012	$ -	a,b	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Danny Mabey	2014	$20,000	c,d,e	$ -	$ -	$ -	$ -	$ -	$ -	$20,000
	2013	$80,000	c,d,e	$ -	$ -	$ -	$ -	$ -	$ -	$80,000
	2012	$80,000	c,d,e	$ -	$ -	$23,428	$ -	$ -	$ -	$103,428
Simon Westbrook	2014	$78,000	f,g,h	$ -	$ -	$ -	$ -	$ -	$ -	$78,000
	2013	$96,000	f,g,h	$ -	$ -	$ -	$ -	$ -	$ -	$96,000
	2012	$96,000	f,g,h	$ -	$ -	$23,428	$ -	$ -	$ -	$119,428
Fred Wilson	2014	$ -	i	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Howard Hayes	2014	$ -	j	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Michael Harper	2014	$ -	k	$ -	$ -	$ -	$ -	$ -	$ -	$ -

Employment Agreements

aNone during the twelve month period ended December 31, 2015.

~~Mr.~~Directors, ~~Karnik~~Executive ~~was appointed as CEO in October~~Officers, ~~2009~~Promoters and ~~resigned~~Control ~~October 21~~Persons, ~~2014.~~Conflicts ~~Mr.~~of ~~Karnick also served as CFO from April 30, 2014 to the date he resigned on October 21, 2014~~Interest.

bNo retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

Mr. Karnik is former CEO and owner of Numerity Corporation. The amounts billed by Numerity for engineering, design and executive services provided by Numerity, and maintenance fees due under the terms of the Numerity License Agreement in 2014, 2013, and 2012, were $0, $240,000, and $160,000, respectively. During 2014, 2013 and 2012, the Company paid Numerity $3,900, $238,650, and $33,100, respectively, which was treated as payment of the oldest balance due to Numerity. Additionally, in 2012, Numerity assigned $350,000 of debt to a third party which was subsequently settled by the issuance of 3,500,000 fully-paid common shares of the Company.20

c.Legal Proceedings

~~Mr.~~We ~~Mabey~~are ~~was~~currently ~~appointed~~not asinvolved in any litigation that we believe could have a ~~director~~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 ~~Company~~knowledge inof ~~April~~the ~~2010~~executive ~~and~~officers ~~resigned~~of onour ~~April~~company 1or any of our subsidiaries, ~~2014~~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.

dItem 12. Security Ownership of Certain Beneficial Owners and Management

~~Mr.~~The ~~Mabey’s~~following ~~compensation~~table ~~for~~lists ~~the~~stock ~~provision~~ownership of ~~services~~our common stock, as ~~COO~~of ~~and~~December ~~director~~31, 2015 based on an aggregate of ~~the~~73,992,932 ~~Company~~common ~~was~~shares ~~ever~~issued ~~paid~~and ~~due~~outstanding. toThe ~~the~~information ~~lack~~includes ofbeneficial ~~cash~~ownership ~~available.~~by An(i) ~~amount~~holders of ~~$320~~more than 5% of our common stock,~~000~~ ~~was~~(ii) ~~included~~each inof ~~accounts~~our ~~payable~~directors atand ~~September~~executive ~~30,~~officers ~~2014~~and in(iii) ~~respect~~all of ~~compensation~~our ~~then~~directors ~~due~~and toexecutive Mrofficers as a group. ~~Mabey~~Except ~~for~~as ~~services~~noted ~~rendered~~below, ~~during~~to ~~his~~our ~~term~~knowledge, ofeach ~~office.~~person ~~Subsequently~~named Mrin ~~Mabey~~the ~~agreed~~table has sole voting and investment power with respect to ~~waive~~all ~~this~~shares ~~debt~~of inour ~~full,~~common ~~effective~~stock ~~September~~beneficially ~~30,~~owned ~~2014~~by them.

Name of Beneficial Owner		Amount of Beneficial Ownership	Percentage of Class
Howard Hayes, CEO and director	1	15,393,137	20.8%

Michael Harper, COO and director		-

Directors and officers as a group	1	15,393,137	20.8%

Guifeng Qui		13,137,255	17.8%

Directors, officers and affiliates as a group		28,530,392	38.6%

Stock held by non-affiliates and value at December 31, 2015		45,462,540	61.4%

InItem ~~2011, Mr~~13. ~~Mabey~~Certain ~~was~~Relationships granted an option to purchase 800,000 shares at $0.15 per share, vesting over two years. Using a Black Scholes valuation model, the Company calculated the value of these options amortized in 2014, 2012 and ~~2012~~Related ~~was $0~~Transactions, ~~$23,428~~Director ~~and $23,428, respectively. Upon his resignation in April 2014, the options lapsed unexercised.~~Independence

f.Transactions with Management and Others

Mr. ~~Westbrook~~Hayes, ~~joined~~our ~~the~~CEO, ~~Company~~has asadvanced ~~CFO~~$3,500 inthrough ~~February~~Hip ~~2010~~Appeal ~~and~~to ~~resigned~~pay asoff ofsupplier ~~April~~balances ~~30,~~on ~~2014~~behalf of the Company. HeThe ~~continues~~balance to ~~provide~~be ~~consulting~~repaid ~~services~~was toincluded ~~the~~in ~~Company~~accounts payable and accrued liabilities.

gMr. Hayes is a director and CEO of both In Media Corporation and Hip Appeal Inc., a company with which IN Media had planned to merge. The merger plans were never consummated.

~~Mr.~~Indebtedness ~~Westbrook’s compensation for the provision~~ of services as CFO of the Company was not paid due to the lack of cash available. An amount of $436,512 was included in accounts payable at September 30, 2014 in respect of compensation then due to Mr. Westbrook for services rendered and out of pocket expenses incurred during his term of office. Subsequently Mr. Westbrook agreed to waive this debt in full, effective September 30, 2014.Management

h.None; not applicable

InConflicts ~~2011, Mr. Westbrook was granted an option to purchase 800,000 shares at $0.15 per share, vesting over two years. Using a Black Scholes valuation model, the Company calculated the value~~ of ~~these options amortized in 2012 and 2013 was $23,428 and $23,428, respectively. His options remain vested but unexercised until such time as his consulting service is terminated.~~Interest

iNone of our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities. In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~Mr. Fred Wilson was appointed as a director of the Company on April 1, 2014 and resigned October~~ 21~~, 2014. He received no compensation for his services as a director.~~

jEach officer and director is, so long as he is an officer or director, subject to the restriction that all opportunities contemplated by our plan of operation that come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that he is 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 to which the officer or director is affiliated each desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity. However, the officer or director may still 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 in connection with these types of transactions

MrItem 14. ~~Hayes~~Principal ~~was~~Accounting ~~appointed~~Fees ~~as CEO, CFO,~~ and ~~a director of the Company as of October 21, 2014. He did not receive any compensation for the period of service from appointment to December 31, 2014.~~Services

k.The following table sets forth fees related to services performed by George Stewart, CPA and Fruci & Associates:

Mr. Harper was appointed as COO, and a director of the Company as of October 21, 2014. He did not receive any compensation for the period of service from appointment to December 31, 2014.

Audit Fees
			2015		2014
Audit Fees	(1)	$	5,000	$	14,300
Audit Related Fees	(2)		-		-
Tax Fees	(3)		-		-
All Other fees	(4)		-		-
Total		$	5,000	$	14,300

22(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. The fees for 2014 went to George Stewart, CPA. The fees for 2015 went to Fruci & Associates II, PLLC.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
Name		Year	Number of securities underlying unexercised options # Exercisable	Number of securities underlying unexercised options # Un exercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options #	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested #	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested #	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (S)
Nitin Karnik	a	2014	-	-	-	-	-	-	-	-	-
		2013	-	-	-	-	-	-	-	-	-
		2012	-	-	-	-	-	-	-	-	-
Danny Mabey	b	2014	-	-	-	-	-	-	-	-	-
		2013	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
		2012	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
Simon Westbrook	c	2014	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
		2013	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
		2012	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
Fred Wilson	d	2014	-	-	-	-	-	-	-	-	-
Howard Hayes	e	2014	-	-	-	-	-	-	-	-	-
Michael Harper	f	2014	-	-	-	-	-	-	-	-	-

(2)During 2015 and 2014, 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.

(a3)During 2015 and 2014, we did not incur fees for tax advice, tax planning and tax return preparation.

~~Mr.~~(4)During ~~Karnik~~2015 ~~was~~and ~~appointed~~2014, inwe ~~October~~did ~~2009~~not ~~and~~incur ~~resigned~~fees infor ~~October~~other ~~2014~~services.

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 2015 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (bCodification 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.

MrThe 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. ~~Mabey~~1 ~~was~~(Independence ~~appointed~~Discussions inwith ~~April~~Audit ~~2010~~Committees), and ~~resigned~~has indiscussed ~~April~~with ~~2014~~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.

~~(c)~~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 2015 fiscal year for filing with the SEC.

~~Mr. Westbrook~~Pre-Approval ~~was appointed in February 2010 and resigned in April 2014.~~Policies

The Board’s policy is to pre-approve all audit services and all permitted non-audit services (dincluding 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.

~~Mr.~~The ~~Wilson~~Board ~~was~~pre-approved ~~appointed~~all infees ~~April~~described ~~2014 and resigned in October 2014~~above.

~~(e)~~22

~~Mr.~~PART ~~Hayes was appointed in October 2014.~~IV

~~(f)~~Item 15. Exhibits

~~Mr.~~The ~~Harper~~following ~~was~~exhibits ~~appointed~~are inincluded ~~October~~with ~~2014.~~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*

14.1		Financial Code of Ethics**

31.1		Sec. 302 Certification of CEO***

31.2		Sec. 302 Certification of CFO***

32.1		Sec. 906 Certification of CEO***

32.2		Sec. 906 Certification of CFO***

OPTION EXERCISES AND STOCK VESTED TABLE
		Option Awards					Stock Awards
Name	Year	Number of securities underlying unexercised options # Exercisable	Number of securities underlying unexercised options # Unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options #	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested #	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested #	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Nitin Karnik	2014	-	-	-	-	-	-	-	-	-
	2013	-	-	-	-	-	-	-	-	-
	2012	-	-	-	-	-	-	-	-	-
Danny Mabey	2014	-	-	-	-	-	-	-	-	-
	2013	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
	2012	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
Simon Westbrook	2014	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
	2013	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
	2012	800,000	-	-	$0.15	1-Sep-21	-	-	-	-
Fred Wilson	2014	-	-	-	-	-	-	-	-	-
Howard Hayes	2014	-	-	-	-	-	-	-	-	-
Michael Harper	2014	-	-	-	-	-	-	-	-	-

*Incorporated by reference to the Company’s Amended Annual Report on Form 10-K/A, filed November 14, 2011.

~~(g)~~**Incorporated by reference to the Company’s Annual Report on Form 10-K, filed March 21, 2012.

~~Mr.~~***Filed ~~Karnik was appointed in October 2009 and resigned in October 2014~~herein.

~~(h)~~23

~~Mr. Mabey was appointed in April 2010 and resigned in April 2014.~~SIGNATURES

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

Mr. Westbrook was appointed in February 2010 and resigned in April 2014.

Date: October 6, 2017		IN MEDIA CORPORATION


	By:	/s/ Howard Hayes
		Howard Hayes
		Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer & Principal Financial and Accounting Officer)

~~(j)~~Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Mr. Wilson was appointed in April 2014 and resigned in October 2014.

/s/ Howard Hayes		October 6, 2017
Howard Hayes		Date
Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial and Accounting Officer)

/s/David Hunt		October 6, 2017
David Hunt		Date
Director

~~(k)~~24

Mr. Hayes was appointed in October 2014.

(l)

Mr. Harper was appointed in October 2014.

PENSION BENEFITS TABLE
Name		Year	Plan name	Number of years credited service #	Present value of accumulated benefit ($)	Payments during last fiscal year ($)
Nitin Karnik		2014	-	-	-	-
		2013	-	-	-	-
		2012	-	-	-	-
Danny Mabey		2014	-	-	-	-
		2013	-	-	-	-
	a	2012	-	-	-	-
Simon Westbrook		2014	-	-	-	-
		2013	-	-	-	-
	b	2012	-	-	-	-
Fred Wilson		2014	-	-	-	-
Howard Hayes		2014	-	-	-	-
Michael Harper		2014	-	-	-	-

Mr. Karnik was appointed in October 2009 and resigned in October 2014.

Mr. Mabey was appointed in April 2010 and resigned in April 2014.

Mr. Westbrook was appointed in February 2010 and resigned in April 2014.

Mr. Wilson was appointed in April 2014 and resigned in October 2014.

Mr. Hayes was appointed in October 2014.

Mr. Harper was appointed in October 2014.

NONQUALIFIED DEFERRED COMPENSATION TABLE
Name		Year	Executive contributions in last fiscal year ($)	Registrant contributions in last fiscal year ($)	Aggregate earnings in last fiscal year ($)	Aggregate withdrawals/ distributions in last fiscal year($)	Aggregate balance at last fiscal year end ($)
Nitin Karnik	a	2014	-	-	-	-	-
		2013	-	-	-	-	-
		2012	-	-	-	-	-
Danny Mabey	b	2014	-	-	-	-	-
		2013	-	-	-	-	-
		2012	-	-	-	-	-
Simon Westbrook	c	2014	-	-	-	-	-
		2013	-	-	-	-	-
		2012	-	-	-	-	-
Fred Wilson	d	2014	-	-	-	-	-
Howard Hayes	e	2014	-	-	-	-	-
Michael Harper	f	2014	-	-	-	-	-

(a)

Mr. Karnik did not receive or accrue any compensation in any year.

(b)

Mr. Mabey did not receive or accrue any compensation in any year.

(c)

Mr. Westbrook did not receive or accrue any compensation in any year.

(d)

Mr. Wilson did not receive or accrue any compensation in any year.

(e)

Mr. Hayes did not receive or accrue any compensation in any year.

(f)

Mr. Harper did not receive or accrue any compensation in any year.

ALL OTHER COMPENSATION TABLE
Name		Year	Perquisites and other personal benefits ($)	Tax reimbursements ($)	Insurance premiums ($)	Company contributions to retirement and 401K plans ($)	Severance payments / accruals ($)	Change in control payments / accruals ($)	Total ($)
Nick Karnik	a	2014	-	-	-	-	-	-	-
		2013	-	-	-	-	-	-	-
		2012	-	-	-	-	-	-	-
Danny Mabey	b	2014	-	-	-	-	-	-	-
		2013	-	-	-	-	-	-	-
		2012	-	-	-	-	-	-	-
Simon Westbrook	c	2014	-	-	-	-	-	-	-
		2013	-	-	-	-	-	-	-
		2012	-	-	-	-	-	-	-
Fred Wilson	d	2014	-	-	-	-	-	-	-
Howard Hayes	e	2014	-	-	-	-	-	-	-
Michael Harper	f	2014	-	-	-	-	-	-	-

Mr. Karnik did not receive or accrue any compensation in any year.

Mr. Mabey did not receive or accrue any compensation in any year.

Mr. Westbrook did not receive or accrue any compensation in any year.

Mr. Wilson did not receive or accrue any compensation in any year.

Mr. Hayes did not receive or accrue any compensation in any year.

Mr. Harper did not receive or accrue any compensation in any year.

DIRECTOR COMPENSATION TABLE
Name		Year	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Nitin Karnik	a	2014	-	-	-	-	-	-	-
		2013	-	-	-	-	-	-	-
		2012	-	-	-	-	-	-	-
Danny Mabey	b	2014	-	-	-	-	-	-	-
		2013	-	-	$ 23,428	-	-	-	$ 23,428
		2012	-	-	$ 23,364	-	-	-	$ 23,364
Fred Wilson	c	2014	-	-	-	-	-	-	-
Howard Hayes	d	2014	-	-	-	-	-	-	-
Michael Harper	e	2014	-	-	-	-	-	-	-

Mr. Karnik did not receive or accrue any compensation in any year.

Mr. Mabey did not receive or accrue any compensation in any year.

Mr. Wilson did not receive or accrue any compensation in any year.

Mr. Hayes did not receive or accrue any compensation in any year.

Mr. Harper did not receive or accrue any compensation in any year.

PERQUISITES TABLE
Name	Year	Personal use of company car/parking ($)	Financial planning/ legal fees ($)	Club dues ($)	Executive relocation ($)	Total ($)
Nick Karnik	2014	-	-	-	-	-
	2013	-	-	-	-	-
	2012	-	-	-	-	-
Danny Mabey	2014	-	-	-	-	-
	2013	-	-	-	-	-
	2012	-	-	-	-	-
Simon Westbrook	2014	-	-	-	-	-
	2013	-	-	-	-	-
	2012	-	-	-	-	-
Fred Wilson	2014	-	-	-	-	-
Howard Hayes	2014	-	-	-	-	-
Michael Harper	2014	-	-	-	-	-

Mr. Karnik did not receive or accrue any perquisites in any year.

Mr. Mabey did not receive or accrue any perquisites in any year.

Mr. Westbrook did not receive any perquisites in any year

Mr. Wilson did not receive or accrue any perquisites in any year.

Mr. Hayes did not receive or accrue any perquisites in any year.

Mr. Harper did not receive or accrue any perquisites in any year.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Name	Year	Before change in control termination w/o cause or for good reason ($)	After change in control termination w/o cause or for good reason ($)	Voluntary termination ($)	Death ($)	Disability ($)	Change in control ($)
Nitin Karnik	2014	-	-	-	-	-	-
	2013	-	-	-	-	-	-
	2012	-	-	-	-	-	-
Danny Mabey	2014	-	-	-	-	-	-
	2013	-	-	-	-	-	-
	2012	-	-	-	-	-	-
Simon Westbrook	2014	-	-	-	-	-	-
	2013	-	-	-	-	-	-
	2012	-	-	-	-	-	-
Fred Wilson	2014	-	-	-	-	-	-
Howard Hayes	2014	-	-	-	-	-	-
Michael Harper	2014	-	-	-	-	-	-

(a)

Mr. Karnik had no change in control agreement in place during his term of service.

(b)

Mr. Mabey had no change in control agreement in place during his term of service.

(c)

Mr. Westbrook had no change in control agreement in place during his term of service.

(d)

Mr. Wilson had no change in control agreement in place during his term of service.

(e)

Mr. Hayes has no change in control agreement in place.

(f)

Mr. Harper has no change in control agreement in place.

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, 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, 2014 based on an aggregate of 68,889,932 common shares issued and outstanding. 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.

Name and Address of Beneficial Owner		Amount of Beneficial Ownership	Percentage of Class
Nitin Karnik, former CEO & director	1	11,823,529	17.2%
255 W El Camino Real, Sunnyvale, CA 94087
Danny Mabey, former COO & director	2	-
4944 El Camino Real, Ste 100, Los Altos, CA 94022
Simon Westbrook, former CFO	2	800,000	1.2%
4944 El Camino Real, Ste 100, Los Altos, CA 94022
Fred Wilson, former director		-
Howard Hayes, CEO and director		-
Michael Harper, COO and director		-
Directors and officers as a group	1	12,623,529	18.3%
Guifeng Qui		13,137,255	19.1%
6-03 Xue Xi Yuan Vanke, New Town
Xin Yi Bau Da Doe, Tianjin, PRC 300402
Sulu Karnik	3	3,469,608	5.0%
255 W El Camino Real, Sunnyvale, CA 94087
Directors, officers and affiliates as a group		29,230,392	42.4%
1 Excludes holdings by Nitin Karnik's spouse, Sulu Karnik.
2 Number of shares of common stock exercisable under the Company's 2010 Stock Option plan as of December 31, 2013.
3 Spouse of Nitin Karnik, excludes holdings by Nitin Karnik.
Stock held by non-affiliates and value at December 31, 2014		39,659,540	$ 793,191

Item 13. Certain Relationships and Related Transactions

From time to time, Mr. Karnick, though his wholly owned Company, Numerity, has advanced cash to pay off supplier balances on behalf of the Company and the balance is reported as a loan from related party. The loan was unsecured, interest-free. At September 30, 2014, Numerity waived the entire balance then payable by In Media Corporation.

This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former directors and Former CEO, and provided contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors, including Mr. Danny Mabey, a former member of the Board of Directors with no interest in Numerity. Numerity billed us for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.

Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we 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. 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 had appointed to represent us in developing our business in China.

During the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as a result of feedback gained on that trip, and from trade channels we concluded that the business plan was not viable and, in the fourth quarter of 2014, we abandoned the business plan.

One of the Company shareholders, directors and officers, Mr. Karnick, who, together with his wife, owns approximately 15 million shares of restricted common stock, also owns a 100% interest in Numerity Corporation .

In the years ended December 31, 2014 and 2013, respectively, the Company accrued $0 and $240,000, for services provided by Numerity Corporation and made cash payments of $3,900 and $238,650. Effective September 30, 2014 Numerity came to an arrangement with all then creditors of the Company to assume their debt balances, whereupon, Numerity waived its claim to be paid a total of $330,310, thereby extinguishing this amount of indebtedness from the Company’s books together with the related historic expenses.

Item 14. Principal Accounting Fees and Services

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

Audit Fees
			2014		2013
Audit Fees	(1)	$	14,300	$	12,200
Audit Related Fees	(2)		-		-
Tax Fees	(3)		-		-
All Other fees	(4)		-		-
Total		$	14,300	$	12,200

(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 2014, 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)

During 2014, we did not incur fees for tax advice, tax planning and tax return preparation.

(4)

During 2014, we did not incur fees for other services.

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 2013 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.

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 2014 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*
14.1	Financial Code of Ethics**
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***

Incorporated by reference to the Company’s Amended Annual Report on Form 10-K/A, filed November 14, 2011.

Incorporated by reference to the Company’s Annual Report on Form 10-K, filed March 21, 2012.

***

Filed herein.

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.

March 31, 2015

IN Media Corporation

By /s/ Howard Hayes

Howard Hayes

Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer & Principal Financial and 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/ Howard Hayes

March 31, 2015

Howard Hayes

Date

Chief Executive Officer, Chief Financial Officer

and Director (Principal Executive Officer, Principal

Financial and Accounting Officer)

/s/ Michael Harper

March 31, 2015

Michael Harper

Date

Director

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