IN Media Corp

On December 19, 2016, the Company 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 Company. 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 Company for compensation and reimbursement of expense relating to his service as a consultant, officer and director of the Company. Also on December 19, 2016, RVCA purchased 13,993,137 Shares of the Company’s outstanding common Shares in a private transaction from Howard Hayes, an existing shareholder, director and officer of the Company. The purchase price for the 13,993,137 Shares in that private transaction was $13,993.14 ($0.001 per Share). The 13,993,137 Shares were assigned to by RVCA to DP Holdings Re, LLC (“DP”).

On September 25, 2017, the SEC filed an order instituting proceedings against In Media Corp. on the basis that In Media has been delinquent in its periodic filings with the Commission, have repeatedly failed to meet their obligations to file timely periodic reports since mid-2015, having not filed any periodic reports since it filed a Form 10-Q for the period ended March 31, 2015. The SEC further claims that In Media Corp. failed to heed delinquency letters sent to them by the Division of Corporation Finance requesting compliance with their periodic filing obligations. As a result, the SEC deems “it necessary and appropriate for the protection of 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, or revoke the registration of each class 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.

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 Media Corporation having not filed any periodic reports since it filed a Form 10-Q for the period ended March 31, 2015. The Commission indicates that on May 31, 2017, the Commission’s Division of Corporation Finance (“Corporation 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.

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. During the 12 month period ended in December 31, 2015, the Company had no particular acquisitions in mind and, other than discussions with Hip Appeal, Inc., which has yet to result in a transaction, and may never result in a transaction through the date of this report, we had not entered into any negotiations regarding such an acquisition. In 2016 and 2017, officers and directors had discussions with several potential acquisitions, including a company in the consumer products industry, a medical marijuana company, and a company in the wireless antenna space. Otherwise, none of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this annual report. The Board of Directors intends to obtain certain assurances of value of the target entity’s 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.

David S. Hunt, age 48, 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.