U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008
Commission File Number 333-143935
Ads In Motion, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
4139 Corral Canyon
Bonita CA 91902
(Address of principal executive offices, including zip code)
(619) 200-6769 Fax: (619) 267-0452
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 or the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,530,000 shares as of January 5,
2008.
ITEM 1. FINANCIAL STATEMENTS
The quarterly financial statements for the 3 months ended November 30, 2008,
prepared by the company, immediately follow.
2
ADS IN MOTION, INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
(Unaudited)
As of As of
November 30, May 31,
2008 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 3,508 $ 2,952
-------- --------
TOTAL CURRENT ASSETS 3,508 2,952
NET FIXED ASSETS 911 1,044
-------- --------
TOTAL ASSETS $ 4,419 $ 3,996
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued Expense $ 118 $ 672
-------- --------
TOTAL CURRENT LIABILITIES 118 672
LONG-TERM LIABILITIES
Loan Payable 21,871 9,000
-------- --------
TOTAL LONG-TERM LIABILITIES 21,871 9,000
TOTAL LIABILITIES 21,989 9,672
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 80,000,000 shares authorized;
9,530,000 shares issued and outstanding,as of November 30, 2008
and May 31, 2008, respectively) 953 953
Additional paid-in capital 9,166 9,166
Deficit accumulated during development stage (27,689) (15,795)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (17,570) (5,676)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 4,419 $ 3,996
======== ========
See Notes to Financial Statements
3
ADS IN MOTION, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
- --------------------------------------------------------------------------------
April 4, 2001
Six Months Six Months Three Months Three Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
OPERATING COSTS
Depreciation 134 136 67 68 425
Administrative expenses 11,328 8,218 3,483 2,230 26,575
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING COSTS 11,462 8,354 3,550 2,298 27,000
---------- ---------- ---------- ---------- ----------
OTHER INCOME & (EXPENSES)
Interest expense (432) (117) (271) (60) (689)
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME & (EXPENSES) (432) (117) (271) (60) (689)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (11,894) $ (8,471) $ (3,821) $ (2,358) $ (27,689)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 9,530,000 9,120,164 9,530,000 9,530,000
========== ========== ========== ==========
See Notes to Financial Statements
4
ADS IN MOTION, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From April 4, 2001 (inception) through November 30, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
<c>
BALANCE APRIL 4, 2001 -- $ -- $ -- $ -- $ --
Net Loss, May 31, 2001 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2001 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2002 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2002 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2003 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2003 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2004 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2004 -- -- -- -- --
---------- ------ ------- --------- ---------
Net Loss, May 31, 2005 -- --
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2005 -- -- -- -- --
---------- ------ ------- --------- ---------
Stock issued for cash and
services on December 7, 2005
@ $.002 per share 500,000 50 50 100
Net Loss, May 31, 2006 (100) (100)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2006 500,000 50 50 (100) --
---------- ------ ------- --------- ---------
Stock issued for cash on May 9,
2007 @ $.000625 per share 8,000,000 800 4,200 5,000
Stock issued for services on May 9,
2007 @ $.000625 per share 30,000 3 16 19
Net Loss, May 31, 2007 (41) (41)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2007 8,530,000 853 4,266 (141) 4,978
---------- ------ ------- --------- ---------
Stock Issued for cash on August 27,
2007 @ $.005 per share 1,000,000 100 4,900 5,000
Net Loss, May 31, 2008 (15,654) (15,654)
---------- ------ ------- --------- ---------
BALANCE, MAY 31, 2008 9,530,000 953 9,166 (15,795) (5,676)
---------- ------ ------- --------- ---------
Net Loss, 6 months ended
November 30, 2008 (11,894) (11,894)
---------- ------ ------- --------- ---------
BALANCE, NOVEMBER 30, 2008 (UNAUDITED) 9,530,000 $ 953 $ 9,166 $ (27,689) $ (17,570)
========== ====== ======= ========= =========
See Notes to Financial Statements
5
ADS IN MOTION, INC.
(A Development Stage Company)
Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
April 4, 2001
Six Months Six Months Three Months Three Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2008 2007 2008 2007 2008
-------- -------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,894) $ (8,471) $ (3,821) $ (2,358) $(27,689)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 134 136 67 68 425
Common stock issued for services -- -- -- -- 69
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses (555) 117 (300) 60 118
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (12,315) (8,218) (4,054) (2,230) (27,077)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment -- -- -- -- (1,336)
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES -- -- -- -- (1,336)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in loan payable - short term -- -- (4,000) -- --
Increase in loan payable - long term 12,871 4,000 7,671 -- 21,871
Issuance of common stock -- 100 -- -- 925
Additional paid-in capital -- 4,900 -- -- 9,125
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 12,871 9,000 3,671 -- 31,921
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH 556 782 (383) (2,230) 3,508
CASH AT BEGINNING OF PERIOD 2,952 3,664 3,891 6,676 --
-------- -------- -------- -------- --------
CASH AT END OF PERIOD $ 3,508 $ 4,446 $ 3,508 $ 4,446 $ 3,508
======== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ -- $ --
======== ======== ======== ========
Income Taxes $ -- $ -- $ -- $ --
======== ======== ======== ========
See Notes to Financial Statements
6
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2008
- --------------------------------------------------------------------------------
NOTE 1: ORGANIZATION AND DESCRIPTIONS OF BUSINESS
Ads In Motion, Inc, (the Company) was incorporated under the laws of the State
of Delaware on April 4, 2001. The Company has developed the concept of an
advertising service for businesses within a more-than-one story office building
to display promotional advertising on a TV monitor inside the building's
elevator. The Company is also developing advertising on a mobile van. The
Company changed its name from Paradise Yoga Retreats Inc. to Ads In Motion, Inc.
on May 7, 2007.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market.
NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31, year-end.
B. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
C. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Equipment and fixtures are being
depreciated using the straight-line method over the estimated asset lives, 5
year.
D. REVENUE RECOGNITION
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 104, "Revenue Recognition" ("SAB 104"). The Company generates revenue from
the sale of candles. SAB 104 requires that four basic criteria must be met
before revenue can be recognized; (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services rendered; (3) the seller's price
to the buyer is fixed and determinable; and (4) collect ability is reasonably
assured. Amounts billed or received from customers in advance of performance are
recorded as deferred revenue.
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all the deferred tax
assets will be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.
7
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2008
- --------------------------------------------------------------------------------
NOTE 2: SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - CONTINUED
F. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with 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 amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
NOTE 3: GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated net losses of
$27,689 during the period from April 4, 2001 (inception) through November 30,
2008. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE 4: WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 5: PROPERTY AND EQUIPEMENT
Property and equipment consists of the following:
As of
------------------------------
November 30, May 31,
2008 2008
-------- --------
Equipment $ 1,336 $ 1,336
-------- --------
Total Fixed Assets 1,336 1,336
Less: Accumulated Depreciation (425) (292)
-------- --------
Net Fixed Assets $ 911 $ 1,044
======== ========
Depreciation expenses for the three months ended November 30, 2008 and 2007 were
$67 and $68
NOTE 6: RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. The officers
and directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities as they become
8
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2008
- --------------------------------------------------------------------------------
NOTE 6: RELATED PARTY TRANSACTION (CONTINUTED)
available, such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7: LOAN PAYABLE
November 30, May 31,
2008 2008
-------- --------
Long-term $ 21,871 $ 9,000
-------- --------
Total $ 21,871 $ 9,000
======== ========
On June 5, 2007, the Company received $4,000 loan from Travers International,
Inc. This loan is at 6% interest with principle and interest all due on June 4,
2009 (Note 1).
On May 7, 2008, the Company received $5,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on May 7,
2010 (Note 2).
On July 22, 2008, the Company received $4,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on July
22, 2010 (Note 3).
On August 25, 2008, the Company received $4,000 loan from Travers International,
Inc. This loans is at 6% interest with principle and interest all due on August
22, 2010(Note 4)
On November 25, 2008, the Company executed an unsecured promissory note for
$21,871 due December 31, 2011 plus accrued interest at 6% per annual with
Travers International, Inc. (the "Travers New Note") In exchange for the unpaid
Travers Note 1 to Note 4 and interest plus an additional loan $3,000.
Interest expense for the three months ended November 30, 2008 and 2007 was $271
and $60. Accrued interest expense in total on the loan was $18 as of November
30, 2008.
NOTE 8: NET OPERATING LOSSES
As of November 30, 2008, the Company had a net operating loss carryforward of
approximately $27,689. Net operating loss carryforward, expires twenty years
from the date the loss was incurred.
NOTE 9: STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On December 7, 2005, the Company issued 500,000 shares of common stock for cash
of $50 and consulting services of $50.
On May 9, 2007, the Company issued 8,000,000 shares of common stock for cash of
$5,000.
On May 9, 2007, the Company issued 30,000 shares of common stock for services.
9
ADS IN MOTION, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
November 30, 2008
- --------------------------------------------------------------------------------
On August 27, 2007, the Company issued 1,000,000 shares of common stock for cash
of $5,000.
As of November 30, 2008, the Company had 9,530,000 shares of common stock issued
and outstanding.
NOTE 10: STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock:
Common stock, $0.0001 par value: 80,000,000 shares authorized; 9,530,000 issued
and outstanding as of November 30, 2008.
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding as of November 30, 2008.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements in this report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
GENERAL INFORMATION
Ads in Motion was incorporated in Delaware on April 4, 2001. Our address and
telephone numbers are 4139 Corral Canyon, Bonita CA 91902; (619) 200-6769, Fax
(619) 421-2653. Ads in Motion is using the concept of an advertising service for
businesses within a more-than-one-story office building to display promotional
advertising on a TV monitor inside the building's elevators. A TV screen mounted
inside a passenger elevator has an immediate captive audience and the
advertising would principally be for businesses or professional offices within
that building. Only a test installation has taken place. The Company is also
developing advertising on a mobile van. The Van displays a video screen and may
be seen while traveling from place to place. The advertising on the screen may
be changed at will.
We are a development stage company with no revenues or profits. Our fiscal year
end is May 31st.
As of November 30, 2008 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 9,530,000 common shares issued and outstanding as of
November 30, 2008.
11
As of the date of this quarterly report, there is no public trading market for
our common stock and no assurance that a trading market for our securities will
ever develop.
PLAN OF OPERATION
The Company has developed b brochures for both its elevator and van displays.
The Company will continue to mail and distribute these brochures to prospective
clients. The Company has identified all the suppliers for the operation of its
business. A Company has been identified which has personal who can install the
elevator displays. Depending on the state of the US economy the Company expects
sales in the spring of 2009.
RESULTS OF OPERATIONS
We have generated no revenues since inception and have incurred $27,689 in
expenses through November 30, 2008.
The following table provides selected financial data about our company for the
period ended November 30, 2008.
Balance Sheet Data: 11/30/08
------------------- --------
Cash $ 3,508
Total assets $ 4,419
Total liabilities $ 21,989
Shareholders' equity $(17,570)
On December 7, 2005, Ads in Motion (them named Paradise Yoga Retreats, Inc.)
sold 500,000 shares of its common stock to Travers International, Inc. for $100.
On May 9, 2007, Ads in Motion sold 8,000,000 shares of common stock to S.
Douglas Henderson for a total of $5,000. On May 9 2007, the Company issued
30,000 shares of common stock to Eugene Hill for a business plan. The 30,000
shares were valued at $18.75. On August 31, 2007 the Company sold 1,000,000
shares of its common stock to Edward F. Myers III, the Company's sales manager,
for the total amount to $5,000. These sales were exempt from registration under
the Securities Act of 1933, as amended, in reliance on Section 4(2) for sales
not involving a public offering.
We incurred operating expenses of $3,821 and $2,358 for the three months ended
November 30, 2008 and 2007, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at November 30, 2008 was $3,508, total assets were $4,419
and outstanding liabilities were $21,989. Travers International, Inc, a
shareholder, has agreed to provide funding that will enable us to maintain a
positive cash flow needed to pay for our current level of operating expenses
over the next twelve months, which would include miscellaneous office expenses,
bookkeeping and audit fees. There are no formal commitments or arrangements to
advance or loan funds. We are a development stage company and have generated no
revenue to date. We estimate our current cash balance of $3,508, along with
12
possible loans from our directors, will be sufficient for office expenses and
fees. We anticipate that we will need approximately $5,000 through the first
quarter 2009 or until we are able to receive additional funding or generate
revenues. These fees are estimated to be $3,000 for accounting and legal fees
and $2,000 for administrative costs.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
13
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
- ----------
* Incorporated by reference, please see our Registration Statement on Form
S-1 (file number 333-143935) on the website at www.sec.gov
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Bonita, CA, by the undersigned, thereunto duly authorized.
January 5, 2009
Ads in Motion, Inc., Registrant
By: Edward F. Myers III
/s/ Edward F. Myers III
- ---------------------------------
President and Director
Chief Executive Officer
Principal Financial Officer
Principal Accounting Officer
By: "S" DOUGLAS HENDERSON
/s/ "S" Douglas Henderson
- --------------------------------
Director and Secretary
14