UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

For the quarterly period ended December 31, 2010

[X]

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

For the quarterly period ended

June 30, 2011

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-53685

INTELIMAX MEDIA INC.

(Exact name of registrant as specified in its charter)

British Columbia

None

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

2320 – 555 West Hastings Street, Vancouver, British Columbia

V6B 4N4

(Address of principal executive offices)

(Zip Code)

(604) 742-1111

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ]

YES

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting 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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[ ]

YES

[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

37,953,848 common shares issued and outstanding as of August 10, 2011.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________

INTELIMAX MEDIA INC.

British Columbia		None
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2320 – 555 West Hastings Street, Vancouver, British Columbia V6B 4N4		(604) 742-1111
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-5 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

30,247,067 common shares issued and outstanding as of February 16, 2011

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 23 Item 1. Financial Statements 23 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 3. Quantitative and Qualitative Disclosures About Market Risk 611 Item 4. Controls and Procedures 611 PART II - OTHER INFORMATION 711 Item 1. Legal Proceedings 711 Item 1A. Risk Factors 711 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 712 Item 3. Defaults Upon Senior Securities 812 Item 4. [Removed and Reserved] 813 Item 5. Other Information 813 Item 6. Exhibits 813 SIGNATURES 14

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The consolidated financial statements of Intelimax Media Inc. ~~(“our company”~~, ~~a “we”, “our”, “us”),~~ included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars (CDN$).

~~INTELIMAX MEDIA INC.~~3

INTELIMAX MEDIA INC. (A Development Stage Company) Consolidated Financial Statements (Expressed in Canadian dollars) June 30, 2011

~~Consolidated Financial Statements~~4

(Expressed in Canadian dollars)

December 31, 2010

Financial Statement Index

Consolidated Balance Sheets	F-–1
Consolidated Statements of Operations	F-–2
Consolidated Statements of Cash Flows	F-–3
Notes to the Consolidated Financial Statements	F-–4

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in Canadian dollars)

		December 31, 2010 $			March 31, 2010 $
	June 30, 2011 $		March 31, 2011 $
	(Unaudited)	~~(Unaudited)~~
Assets
Current Assets
Cash	75,508		54777,~~284~~273			~~1,444~~
Other receivable	12,518		107,~~536~~649			~~10,956~~
Prepaid expenses (Note 9)			6,151			191,730
Prepaid expenses	418,433		5,600
Total Current Assets	506,459		70790,~~971~~522			~~204,130~~
Equipment (Note 3)	10,188		9,~~204~~310			~~11,840~~
Website development costs (Note 3)	188,028		~~174,913~~–			~~224,778~~
Total Assets	704,675		~~255~~799,~~088~~832			~~440,748~~
Liabilities and Stockholders’ Deficit
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable (Note 8)	52,479		~~327~~173,~~534~~958			~~372,838~~
Accrued liabilities (Note 8)	103,344		4671,~~973~~745			~~30,201~~
Notes payable (Note 4)	–		~~182~~439,~~887~~226			~~57,906~~
Due to related parties (Note 8)	–		11,200			~~12,400~~
Total Current Liabilities	155,823		~~568~~696,~~594~~129			~~473,345~~
Stockholders’ Deficit
Nature of Operations and Continuance of Business (Note 1)
Preferred Stock Authorized: 20,000,000 shares, par value US$0.00001 No shares issued and outstanding			–			–
Commitments (Note 9)
Common Stock Authorized: 150,000,000 shares, par value US$0.00001 28,847,067 and 26,117,567 shares issued and outstanding, respectively			315			287
Stockholders’ Equity
Additional paid in capital			2,953,604			2,235,397
Preferred Stock Authorized: 20,000,000 shares, par value US$0.00001 No shares issued and outstanding	–		–
Common stock subscribed			–			5,300
Common Stock Authorized: 150,000,000 shares, par value US$0.00001 37,953,848 and 33,963,587 shares issued and outstanding, respectively	402		364
Accumulated deficit during the development stage			(3,267,425	)		(2,273,581	)
Additional paid-in capital	6,326,955		4,390,140
Total Stockholders’ Deficit			(313,506	)		(32,597	)
Accumulated deficit during the development stage	(5,778,505)		(4,286,801)
Total Liabilities and Stockholders’ Deficit			255,088			440,748
Total Stockholders’ Equity	548,852		103,703
Total Liabilities and Stockholders’ Equity	704,675		799,832

~~Nature of Operations and Continuance of Business (Note 1)~~6

Commitments (Note 9)

Subsequent Events (Note 10)

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-1

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in Canadian dollars)

(Unaudited)

		For the Three Months Ended December 31, 2010 $				For the Three Months Ended December 31, 2009 $			For the Nine Months Ended December 31, 2010 $			For the Nine Months Ended December 31, 2009 $			Accumulated from April 17, 2006 (Date of Inception) to December 31, 2010 $
	For the Three Months Ended June 30, 2011 $		For the Three Months Ended June 30, 2010 $		Accumulated from April 17, 2006 (Date of Inception) to June 30, 2011 $
Revenue	30		10933		13,321		~~198~~			~~2,183~~			~~3,911~~			~~13,155~~
Expenses
Amortization	617		17,~~768~~756		309,520		~~30,364~~			~~53,302~~			~~82,767~~			~~291,136~~
Advertising and promotion	6,796		–15,813		188,383		~~11,047~~			~~28,127~~			~~98,253~~			~~156,470~~
Consulting fees	821,947		41157,~~751~~547		1,958,615		~~166,212~~			~~508,329~~			~~166,297~~			~~1,139,410~~
Foreign exchange (gain) loss			(3,209	)			3,137			869			1,398			645
Foreign exchange (loss) gain	(6,182)		522		6,171
General and administrative	36,995		3235,~~716~~238		475,402		~~47,158~~			~~96,826~~			~~80,944~~			~~402,637~~
Investor relations			–				–			53,924			–			185,545
Impairment of equipment	–		–		14,589
Management fees (Note 8)			10,000				13,000			70,452			58,500			438,363
Impairment of website development costs	–		–		147,993
Professional fees			26,689				17,087			69,435			68,788			256,193
Investor relations	29,040		53,924		577,989
Wages and benefits			15,159				82,954			170,594			148,039			505,808
Management fees (Note 9)	20,500		10,452		507,863
Total Expenses			140,874				370,959			1,051,858			704,986			3,376,207
Professional fees	26,548		19,701		292,019
Operating Loss			(140,864	)			(370,761	)		(1,049,675	)		(701,075	)		(3,363,052	)
Wages and benefits	14,301		71,606		532,176
Other Income (Expense)
Total Expenses	950,562		382,559		5,010,720
Impairment loss on goodwill			–				–			–			(52,330	)		–
Operating Loss	(950,532)		(381,626)		(4,997,399)
Gain (Loss) on settlement of debt			46,042				–			(48,942	)		–			(48,942	)
Other Income (Expense)
Gain on forgiveness of debt			–				–			–			12,091			12,091
Loss on forgiveness of debt (Note 4)	(541,172)		–		(911,746)
Interest income	–		–		1,705		–			–			–			~~1,705~~
			46,042				–			(48,942	)		(40,239	)		(35,146	)
	(541,172)		–		(910,041)
Net Loss Before Income Taxes	(1,491,704)		(94381,~~822~~626)	)	(5,907,440)		~~(370,761~~	)		~~(1,098,617~~	)		~~(741,314~~	)		~~(3,398,198~~	)
Income tax credits	–		–104,773		181,265		~~78,330~~			~~104,773~~			~~78,330~~			~~183,103~~
Net Loss	(1,491,704)		(94276,~~822~~853)	)	(5,726,175)		~~(292,431~~	)		~~(993,844~~	)		~~(662,984~~	)		~~(3,215,095~~	)
Net loss per share, basic and diluted	(0.04)		–(0.01)				~~(0.01~~	)		~~(0.04~~	)		~~(0.03~~	)
Weighted average shares outstanding	35,136,800		2826,~~887~~350,000				~~24,020,000~~			~~27,519,000~~			~~23,908,000~~

~~(The~~F ~~accompanying~~- ~~notes are an integral part of these unaudited consolidated financial statements)~~1

F-2

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited)

		For the Nine Months Ended December 31, 2010 $			For the Nine Months Ended December 31, 2009 $			Accumulated from April 17, 2006 (Date of Inception) to December 31, 2010 $
	For the Three Months Ended June 30, 2011 $	For the Three Months Ended June 30, 2010 $	Accumulated from April 17, 2006 (Date of Inception) to June 30, 2011 $
Operating activities
Net loss for the period	(1,491,704)	(276,853)	(~~993~~5,~~844~~726,175)	)		~~(662,984~~	)		~~(3,215,095~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	617	17,756	53309,~~302~~520			~~82,767~~			~~291,136~~
Gain on forgiveness of debt			–			(12,091	)		(12,091	)
Loss on forgiveness of debt	541,172	–	923,837
Impairment loss on goodwill			–			52,330			–
Issuance of shares for services	609,991	113,640	1,524,731
Issuance of shares for services			235,926			219,697			590,204
Stock-based compensation	159,014	26,845	404,003
Loss on settlement of debt			48,942			–			48,942
Impairment of equipment	–	–	14,589
Stock-based compensation			61,266			–			244,989
Impairment of website development costs	–	–	147,993
Changes in operating assets and liabilities:
Other receivable	(4,869)	8,849	~~419~~(12,505)			~~(19,573~~	)		~~(10,524~~	)
Prepaid expense	(412,833)	–	50(232,~~525~~831)			~~(3,172~~	)		~~44,397~~
Accounts payable and accrued liabilities	(74,800)	29,445	63413,~~927~~023			~~83,951~~			~~425,679~~
Due to related parties	(11,200)	800	~~(1,200~~–	)		–			~~11,200~~
Net Cash Used In Operating Activities	(684,612)	(79,518)	(~~480~~2,~~737~~233,815)	)		~~(259,075~~	)		~~(1,581,163~~	)
Investing Activities
Cash acquired on acquisition	–	–	–34,365			~~34,365~~			~~34,365~~
Purchase of equipment	(1,495)	–	–(40,459)			~~(1,500~~	)		~~(29,654~~	)
Purchase of website development costs	(188,028)	(500)	(~~800~~633,626)	)		~~(84,786~~	)		~~(445,598~~	)
Net Cash Used In Investing Activities	(189,523)	(500)	(~~800~~639,720)	)		~~(51,921~~	)		~~(440,887~~	)
Financing activities
Proceeds from loans payable			177,481			7,906			240,387
Bank indebtedness	–	2,939	–
Proceeds from issuance of common shares			409,396			323,509			1,920,147
Proceeds from loans payable	30,214	–	529,440
Repayment of loans payable			(52,500	)		–			(57,500	)
Proceeds from issuance of common shares	142,156	128,135	2,526,603
Share issuance costs			–			–			(32,000	)
Repayment of loans payable	–	(52,500)	(60,000)
Shares subscriptions received		–				–			5,300
Share issuance costs	–	–	(47,000)
Net Cash Provided by Financing Activities	172,370	78,574	~~534~~2,~~377~~949,043			~~331,415~~			~~2,076,334~~
Decrease in Cash			52,840			20,419			54,284
(Decrease) Increase in Cash	(701,765)	(1,444)	75,508
Cash – Beginning of Period	777,273	1,444	~~1,444~~–			~~17,888~~			–
Cash – End of Period	75,508	–	5475,~~284~~508			~~38,307~~			~~54,284~~

Non-cash investing and financing activities:

Shares issued for share issuance costs

–

–28,800

–

~~28,800~~

Supplemental disclosures:

Interest paid

–

~~9,625~~

Income tax paid

–

~~(The~~F ~~accompanying~~- ~~notes are an integral part of these unaudited consolidated financial statements)~~2

F-3

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

Nature of Operations and Continuance of Business

The Company was formed as a result of the merger of Cicero Resources Corp. (“Cicero”) and Intelimax Media Inc. (“Intelimax”) effective May 28, 2009. Cicero was incorporated on October 19, 2007 under the laws of the State of Nevada and Intelimax was incorporated on April 17, 2006 under the laws of the Province of British Columbia. Intelimax was a private operating company, and Cicero was an inactive shell public company. The merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of Intelimax controlling 69% of the issued and outstanding common shares of the Company after the closing of the amalgamation transaction. Accordingly, Intelimax is deemed to be the acquirer for accounting purposes, and a continuation of Intelimax.

The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities and is an internet media and advertising company that specializes in the development and management of industry-specific websites and portals focusing on new media, online games, search, publishing, and media sales.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at ~~December~~June 3130, ~~2010~~2011, the Company has an accumulated deficit of $35,~~267~~778,~~425 and a working capital deficit of $497,623~~505. The continued operations of the Company are dependent on its ability to generate future cash flows from operations or obtain additional financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Significant Accounting Policies

(a)

Basis of Presentation and Principles of Consolidation

The ~~interim~~ unaudited interim consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Gamboozle Media Inc., and Global Climate Seek Inc. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.

(b) ~~Use~~Interim ofFinancial ~~Estimates~~Statements

The ~~preparation~~unaudited ofinterim ~~these~~ consolidated financial statements inand ~~conformity with generally accepted accounting principles in~~ the ~~United~~related ~~States~~notes ~~requires~~of ~~management to make estimates and assumptions that affect~~ the ~~reported~~Company ~~amounts~~have ofbeen ~~assets~~prepared ~~and~~in ~~liabilities~~accordance ~~and~~with ~~disclosure~~accounting ofprinciples ~~contingent~~generally ~~assets~~accepted ~~and~~in ~~liabilities at~~ the ~~date~~United ofStates ~~the~~for ~~consolidated~~interim financial ~~statements~~information and with the ~~reported~~instructions ~~amounts~~to ofSecurities ~~revenues~~ and ~~expenses~~Exchange ~~during~~Commission ~~the~~(“SEC”) ~~reporting~~Form ~~period~~10-Q. ~~The~~They ~~Company~~do ~~regularly~~not ~~evaluates~~include ~~estimates~~all ~~and~~of ~~assumptions related to~~ the ~~useful~~information ~~life~~ and ~~recoverability~~footnotes ofrequired ~~long-lived~~by ~~assets,~~generally ~~fair~~accepted ~~value~~accounting ofprinciples ~~share-based~~for ~~payments,~~complete ~~and~~financial ~~deferred income tax asset valuation allowances~~statements. ~~The Company bases its estimates and assumptions on current facts~~Therefore, ~~historical~~these ~~experience~~unaudited ~~and~~interim ~~various~~consolidated ~~other~~financial ~~factors~~statements ~~that~~should ~~it believes to~~ be ~~reasonable~~read ~~under~~in ~~the~~conjunction ~~circumstances,~~with the ~~results~~Company’s ofaudited ~~which~~consolidated ~~form~~financial ~~the~~statements ~~basis for making judgments about the carrying values of assets~~ and ~~liabilities~~notes ~~and~~thereto ~~the~~for ~~accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by~~ the ~~Company~~year ~~may~~ended ~~differ~~March ~~materially~~31, ~~and~~2011, ~~adversely~~included ~~from~~in the Company’s ~~estimates.~~Annual ToReport ~~the~~on ~~extent~~Form ~~there~~10-K ~~are~~filed ~~material~~on ~~differences~~June ~~between~~28, ~~the~~2011, ~~estimates~~with ~~and~~ the ~~actual results, future results of operations will be affected~~SEC.

~~F-4~~The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at June 30, 2011, and the results of its operations and cash flows for the three months ended June 30, 2011. The results of operations for the three months ended June 30, 2011, are not necessarily indicative of the results to be expected for future quarters or the full year.

F - 3

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

The preparation of these unaudited interim consolidated financial statements in conformity with generally accepted accounting principles in the United States 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 unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(d)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

(de) Website Development Costs

Website development costs consist of costs incurred to develop internet ~~web~~websites ~~sites~~ to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are capitalized in accordance with ASC 350-50, Intangible Assets – Goodwill and Other - Web Site Development Costs, and are amortized at a rate of 30% per annum commencing when the internet web site has been completed.

(ef) Equipment Equipment is stated at cost and is amortized on a declining basis, at the following rates:

Equipment is stated at cost and is amortized on a declining basis, at the following rates:

Office Furniture and Equipment	20%
Computer Hardware	30%
Computer Software	100%

(fg) Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~(g)~~F ~~Revenue~~- ~~Recognition~~4

The Company recognizes revenue from online advertising sales in accordance with Securities and Exchange Commission ASC 605, Revenue Recognition. The Company accounts for revenue as a principal using the guidance in ASC 605. Revenue consists of the sale of online advertising and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured.

(h) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-5

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(h)

Revenue Recognition

(i)

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010, the Company had no items that affected comprehensive loss.

(j) ~~Stock-Based~~Income ~~Compensation~~Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of June 30, 2011 and 2010, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company files federal and provincial income tax returns in Canada, as applicable. For Canadian income tax returns, the open taxation years range from 2008 to 2010. Tax authorities of Canada have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the three months ended June 30, 2011 and 2010, there were no charges for interest or penalties.

(k)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

(kl) Foreign Currency Translation

The Company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. The financial statements of the Company are translated to Canadian dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

~~(l)~~F ~~Basic~~- ~~and Diluted Net Loss Per Share~~5

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

(m) Financial Instruments and Fair Value Measures

The Company’s financial instruments consists of cash, other receivables, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-6

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(nm) ~~Recent~~Basic ~~Accounting~~and ~~Pronouncements~~Diluted Net Loss Per Share

(n)

Financial Instruments and Fair Value Measures

The Company’s financial instruments consists of cash, other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(o)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(o) Reclassifications

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period.

3. Equipment and Website Development Costs

							December 31,		March 31
					June 30,	March 31
							2010		2010
					2011	2011
			Accumulated		~~Accumulated~~Net Carrying	Net Carrying	~~Net Carrying~~		~~Net Carrying~~
	Cost		Amortization	Impairment	~~Amortization~~Value	Value	~~Value~~		~~Value~~
	$		$	$	$	$	$		$
Computer Hardware	16,612	~~13,546~~	9,946	3,831	2,835	93,~~305~~065		~~4,241~~		~~5,471~~
Computer Software	3,915	~~3,915~~	3,915	–	–	~~3,727~~–		~~188~~		~~750~~
Office Furniture	19,933	~~12,193~~	8,085	4,495	7,353	76,~~418~~245		~~4,775~~		~~5,619~~
		29,654				20,450		9,204		11,840
	40,460		21,946	8,326	10,188	9,310
Website Development Costs	629,859	~~445,599~~	287,574	154,257	188,028	~~270,686~~–		~~174,913~~		~~224,778~~
		475,253				291,136		184,117		236,618
	670,319		309,520	162,583	198,216	9,310

~~4. Notes~~F ~~Payable~~- 6

a) As at December 31, 2010, the Company had a short term note payable of $2,906 owing to a shareholder of the Company. The note is unsecured, due interest at 3.5% per annum, and due on demand.

b) On October 1, 2009, the Company received an advance of $10,000.The loan bears interest at 4% per annum and is due on demand. As at December 31, 2010, $7,500 of the loan has been repaid.

c) In November and December 2010, the Company issued notes payable totalling $177,481 (US$178,445). The notes are unsecured, due interest at 15% per annum, and due on demand.

d) As at March 31, 2010, the Company had a short term note payable of $50,000 owing to a shareholder of the Company. During the nine month period ended December 31, 2010, the Company repaid the note and $9,625 of interest payable.

5. Common Stock

a) On April 1, 2010, the Company issued 30,000 shares of the Company’s common stock for $7,712 in consulting services.

b) On April 30, 2010, the Company issued 100,000 shares of the Company's common stock upon the exercise of stock options for cash proceeds of $25,000.

F-7

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

54. ~~Common~~ Notes ~~Stock (continued)~~Payable

ca) OnAs ~~May~~at 14March 31, ~~2010~~2011, the Company ~~issued~~had ~~250,000~~a ~~units~~short ~~for~~term ~~proceeds~~note payable of $~~103~~2,~~135.~~906 ~~Each~~owing ~~unit~~to ~~consisted~~a shareholder of ~~one~~the ~~common share and one share purchase warrant~~Company. ~~Each~~The ~~share~~note ~~purchase~~is ~~warrant~~unsecured, ~~entitles~~due ~~the~~interest ~~holder~~at to3.5% ~~acquire~~per anannum, ~~additional~~and ~~common~~due ~~share~~on atdemand. anDuring ~~exercise~~the ~~price~~three ofmonths ~~US$0.60~~ended ~~per~~June ~~share.~~30, ~~These~~2011, ~~warrants~~the ~~expire~~Company onrepaid ~~May~~the ~~14,~~note ~~2012~~payable.

db) On ~~May~~March 3115, ~~2010~~2011, the Company issued 12a note payable of $440,~~500~~402 (US$450,000). The note is unsecured, due interest at 15% per annum, and due on demand. On June 23, 2011, the Company issued 1,547,119 units ~~for~~to ~~proceeds~~settle the outstanding debt of US$5450,~~300~~000, including accrued interest of US$14,136. Each unit consisted of one common share and one-half of one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.6075 per share. These warrants expire on ~~May~~June 3123, ~~2012~~2013. The Company recorded a loss on the settlement of debt of $507,348 equal to the difference between the fair value of the common shares and warrants and the carrying value of the debt settled.

ec) On ~~August~~May 12, ~~2010~~2011, the Company issued ~~205~~a note payable of $29,360 (US$30,000). The note is unsecured, due interest at 15% per annum, and due on demand. On June 23, 2011, the Company issued 103,142 units ~~for~~to ~~proceeds~~settle the outstanding debt of US$4130,~~531~~000, including accrued interest of US$942. Each unit consisted of one common share and one-half of one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.3075 per share. These warrants expire on ~~August~~June 123, ~~2012~~2013. The Company recorded a loss on the settlement of debt of $33,824 equal to the difference between the fair value of the common shares and warrants and the carrying value of the debt settled.

~~f) On August 2, 2010, the Company issued 25,000 units for proceeds of $4,983~~5. Common Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on August 2, 2012.Stock

g)Shares ~~On August 11, 2010, the Company~~ issued ~~30,000~~during ~~shares of~~ the ~~Company’s~~three ~~common~~months ~~stock~~ended ~~for~~June $530,~~197~~ ~~of consulting services.~~2011:

ha) On ~~September~~April 916, ~~2010~~2011, the Company issued ~~400~~450,000 shares of the Company’s common stock ~~for~~with ~~$20,790~~a ~~of consulting services. The~~ fair value of ~~the shares issued was~~ $~~115~~185,~~774~~779 ~~and~~pursuant ~~the~~to ~~Company recorded~~ a ~~loss~~service onagreement for the ~~settlement~~provision of ~~debt~~marketing ofand ~~$94,984~~promotional services.

ib) On ~~September~~April 2029, ~~2010~~2011, the Company issued ~~222~~500,000 ~~units~~shares ~~for proceeds~~ of ~~$45,853.~~the ~~Each~~Company’s ~~unit consisted of one~~ common ~~share~~stock ~~and~~with ~~one~~a ~~share~~fair ~~purchase~~value ~~warrant.~~of ~~Each~~$198,744 ~~share~~pursuant ~~purchase warrant entitles the holder~~ to ~~acquire~~a anservice ~~additional~~agreement ~~common~~for ~~share~~the atprovision ~~an exercise price~~ of ~~US$0.30~~website ~~per~~development, ~~share.~~design ~~These~~and ~~warrants~~marketing ~~expire on September 20, 2012~~services.

jc) On ~~September~~April 2129, ~~2010~~2011, the Company issued ~~620~~110,000 units at US$0.20 per unit for proceeds of US$~~126~~22,~~893~~000. Each unit ~~consisted~~consists of one common share and one ~~share purchase~~ warrant. ~~Each~~to ~~share~~ purchase ~~warrant~~one ~~entitles~~share of the ~~holder~~Company’s ~~to acquire an additional~~ common ~~share~~stock at ~~an exercise price of~~ US$0.30 per share. ~~These~~until ~~warrants~~April ~~expire on September 21~~29, ~~2012~~2013.

kd) On ~~September~~May 211, ~~2010~~2011, the Company issued ~~500~~250,000 shares of the Company’s common stock ~~for~~with a fair value of $7799,~~963~~372 ofpursuant to a consulting agreement for marketing and promotional services.

le) On ~~October~~May 14, ~~2010~~2011, the Company issued of 250,000 units at US$0.20 per unit for proceeds of US$5250,000. Each unit ~~consisted~~consists of one common share and one ~~share purchase~~ warrant. ~~Each~~to ~~share~~ purchase ~~warrant~~one ~~entitles~~share of the ~~holder~~Company’s ~~to acquire an additional~~ common ~~share~~stock at ~~an exercise price of~~ US$0.30 per share ~~for~~until ~~two~~May ~~years~~4, 2013.

mf) On ~~October~~May 15, ~~2010~~2011, the Company issued 35150,000 shares of the Company’s common stock ~~for~~with ~~$8,925~~a ~~of consulting services. The~~ fair value of ~~the shares issued was~~ $769,~~144~~710 ~~and~~pursuant ~~the~~to ~~Company recorded~~ a ~~gain~~service onagreement ~~the~~for ~~settlement~~event ofand ~~debt~~production ~~of $1,781~~services.

ng) On ~~October~~May 226, ~~2010~~2011, the Company issued 100,000 shares of the Company’s common stock ~~for~~with ~~$15,623~~a ~~of consulting services. The~~ fair value of ~~the shares issued was~~ $1846,~~484~~416 ~~and~~pursuant ~~the~~to ~~Company recorded~~ a ~~loss~~consulting ~~on the settlement of debt of $2,861~~agreement.

oh) On ~~November~~May 1917, ~~2010~~2011, the Company issued 5025,000 ~~units~~shares ~~for proceeds~~ of ~~$10,000.~~the ~~Each~~Company’s ~~unit consisted of one~~ common ~~share~~stock ~~and~~with ~~one~~a ~~share~~fair ~~purchase~~value ~~warrant.~~of ~~Each~~$8,510 ~~share purchase warrant entitles the holder~~ to ~~acquire~~ an ~~additional~~employee ~~common~~as ~~share~~a atbonus ~~an exercise price of US$0.30 per share~~ for ~~two~~services ~~years~~rendered.

~~F-8~~i) On May 20, 2011, the Company issued 5,000 shares of the Company’s common stock with a fair value of $1,460 pursuant to a settlement and release agreement with a consultant.

F - 7

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

5. Common Stock (continued)

pj) On ~~November~~May 2027, ~~2010~~2011, the Company issued ~~Company issued 100~~500,000 shares of the Company’'s common stock upon the exercise of stock options for ~~$10,000~~cash proceeds of ~~consulting~~$73,297 ~~services~~(Cdn$75,000).

qk) On ~~December~~June 623, ~~2010~~2011, athe ~~consultant~~Company ~~returned~~issued ~~for~~1,650,261 nounits ~~consideration~~to settle $469,762 ~~200~~of notes payable and $14,~~000~~756 ~~shares~~of accrued interest. Each unit consisted of one common ~~stock~~share ~~previously~~and ~~issued~~one-half ~~for~~of ~~consulting~~one ~~services~~share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.75 per share. These warrants expire on June 23, 2013. The Company ~~cancelled~~recorded a loss on the fair value of the debt of $541,172, equal to the difference between the fair value of the common shares and warrants and the debt settled.

6. Stock Options

The Company adopted a Stock Compensation Plan (“Stock Plan”) and Stock Option Plan (“Option Plan”) dated December 11, 2009 under which the Company is authorized to grant up to a total of 1,000,000 shares of common stock and stock options to acquire up to a total of 1,000,000 shares of common stock. The Company will not issue any stock compensation under the Stock Plan or Option Plan for any services related to investor relations or capital raising activities. At ~~December~~June 3130, ~~2010~~2011, the Company had ~~240~~215,000 shares of common stock available to be issued under the Stock Plan and options to acquire 1400,000~~,000~~ shares of common stock to be issued under the Option Plan.

On ~~April~~May 306, ~~2010~~2011, the Company ~~issued~~granted stock options to acquire 100,000 shares of common stock at an exercise price of $0.2535 for ~~one~~a ~~year~~period of two years. The Company recorded the fair value of the options of $2633,~~845~~207 as consulting expense.

On ~~September~~May 2927, ~~2010~~2011, the Company ~~issued~~granted stock options to acquire ~~250~~500,000 shares of common stock at an exercise price of $0.1023 for two years. The Company recorded the fair value of the options of $34125,~~421~~807 as consulting expense.

A summary of the changes in the Company’s stock options is presented below:

	Number of Options	~~Number~~Weighted ofAverage ~~Options~~Exercise Price	Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value	~~Weighted Average Exercise Price~~		~~Weighted-Average Remaining Contractual Term (years) $~~		~~Aggregate Intrinsic Value $~~
Outstanding, March 31, 2010			500,000			0.15
		$		$
Granted			350,000			0.14
Outstanding, March 31, 2010	500,000	0.15
Exercised			(100,000	)		0.25
Granted	350,000	0.14
Outstanding and Exercisable, December 31, 2010			750,000			0.13		1.33		65,000
Exercised	(100,000)	0.25
Outstanding, March 31, 2011	750,000	0.13
Granted	600,000	0.25
Exercised	(500,000)	0.15
Outstanding and Exercisable, June 30, 2011	850,000	0.21	1.94	207,500

The weighted average fair value of options granted during the ~~nine~~three months ended ~~December~~June 3130, ~~2010~~2011 was $0.1827 per option (~~2009~~2010 – $~~Nil~~0.27). The fair value of the options granted was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

		2010		2009
	2011	2010
Expected dividend yield	0%	0%	0%		–
Risk-free interest rate	0.50%	0.64%	~~0.50%~~		–
Expected volatility	137%	159%	~~153%~~		–
Expected option life (in years)	2.00	1.00	~~1.71~~		–

At ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010, the Company had no unvested options and no unrecognized compensation costs.

F -9 8

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

7. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	~~Number~~Weighted ofAverage ~~Warrants~~Exercise Price $			~~Weighted Average Exercise Price $~~
Balance, March 31, 2010	2,107,000	0.53	~~2,107,000~~			~~0.53~~
Issued	5,448,520	0.31	~~1,634,500~~			~~0.43~~
Expired	(1,197,000)	0.50	~~(1,197,000~~	)		~~0.50~~
Balance, December 31, 2010			2,544,500			0.35
Balance, March 31, 2011	6,358,520	0.35
Issued	1,185,131	0.59
Balance, June 30, 2011	7,543,651	0.29

As at ~~December~~June 3130, ~~2010~~2011, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date
610,000	US$0.60	December 11, 2011
300,000	US$0.55	February 1, 2012
250,000	US$0.60	May 14, 2012
12,500	US$0.60	May 31, 2012
205,000	US$0.30	August 1, 2012
222,000	US$0.30	August 2, 2012
25,000	US$0.30	August 2, 2012
222,000	US$0.30	September 20, 2012
620,000	US$0.30	September 21, 2012
250,000	US$0.30	October 1, 2012
50,000	US$0.30	November 19, 2012
2,544,500
3,800,620	US$0.30	March 15, 2013
13,400	US$0.30	March 30, 2013
110,000	US$0.30	April 29, 2013
250,000	US$0.30	May 4, 2013
825,131	US$0.75	June 23, 2013
7,543,651

8 The share purchase warrants do not meet the characteristics of an embedded derivative in accordance with ASC 815-10-15-130, as the warrants are not readily convertible to cash given the number of common shares to be exchanged is significant relative to the normalized daily transaction volume of the Company’s common shares. ~~Related~~ The ~~Party~~Company ~~Transactions~~will continue to evaluate whether the Company’s common shares are readily convertible to cash and will account for a derivative if the Company meets the conditions of ASC 815 for derivative liabilities.

a)F ~~During the nine months ended December 31, 2010, the Company incurred $55,952 (2009~~ - ~~$68,750) of management and professional fees to directors of the Company.~~9

b) As at December 31, 2010, accounts payable and accrued liabilities include $127,461 (March 31, 2010 - $209,215) owing to management, officers, and directors of the Company. The amounts are unsecured, non-interest bearing, and due on demand.

c) As at December 31, 2010, the Company owed $10,000 (March 31, 2010 - $12,000) and $1,200 (March 31, 2010 - $400) to two directors of the Company for general expenditures. The amount owing is unsecured, non-interest bearing, and due on demand.

d) During the nine month period ending December 31, 2010, a former director forgave $47,123 of amounts owed by the Company. The Company recorded a gain on settlement of debt of $47,123.

F-10

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

~~Nine~~Three months ended ~~December~~June 3130, ~~2010~~2011

(Expressed in Canadian dollars)

8. Related Party Transactions

During the three months ended June 30, 2011, the Company incurred $20,500 (2010 - $10,452) of management fees to directors of the Company.

As at June 30, 2011, accounts payable and accrued liabilities include $31,430 (March 31, 2011 - $73,391) owing to management, officers, and directors of the Company. The amounts are unsecured, non-interest bearing, and due on demand.

As at June 30, 2011, the Company owed $nil (March 31, 2011 - $11,200) to two directors of the Company for general expenditures. The amount owing is unsecured, non-interest bearing, and due on demand.

9. Commitments

a)On InApril ~~August~~12, ~~2008~~2011, the Company entered into a ~~License~~purchase ~~Grant~~ and ~~Asset~~sale ~~Purchase~~agreement ~~Agreement~~as ~~(the~~well ~~“Agreement”)~~as ~~with~~a ~~Fireswirl~~software ~~Technologies~~support ~~Inc~~agreement. Pursuant ~~(“Fireswirl”),~~to athe ~~company~~terms ~~registered~~of ~~under~~the purchase and sale agreement, the ~~Business~~Company ~~Corporations~~will ~~Act~~acquire world-wide, non-exclusive rights to certain source code used in the development of ~~British~~online ~~Columbia~~gaming applications for total consideration of $344,412. The ~~Under~~first payment of $291,912 is to be made within 5 days of the ~~terms~~date of the ~~Agreement~~agreement (paid), with the ~~Company~~second ispayment, ~~obligated~~$52,500, ~~for~~being ~~revenue~~made ~~sharing~~within ~~payments~~10 ~~and~~business ~~acquisition~~days of ~~assets~~the ~~held~~seller bymeeting ~~Fireswirl~~all of its obligations under the ~~following~~agreement, ~~terms:~~or the software being made available to the Company’s customers, or within 180 days of the Agreement, whichever is earlier.

~~Revenue~~Pursuant ~~Sharing~~to ~~Payments~~the terms of the software support agreement, the Company shall pay a monthly fee of $25,000 (or more depending on the amount of users on the Company’s websites) in exchange for the seller supplying the hardware and hosting services necessary to operate the Company’s online gaming platforms, customer data and customer reporting services, customer support and client support, software modifications and upgrades, and website updates. The term of the agreement is 3 years and may be terminated by either party by providing 60 days notice.

i.F 10% of the revenues earned from the technology, during the period from inception of the Agreement to a period of the lesser of eighteen months from the inception of the Agreement or when the Company becomes a listed publicly-~~traded~~ ~~company (the “Initial Revenue Sharing Term”), subject to a maximum revenue sharing payment of $725,000; and~~10

ii 20% of the revenues earned from the technology, during the period from the first day following the Initial Revenue Sharing Term to a maximum revenue sharing payment of $1,100,000 or when the Agreement is cancelled by either party (the “Full Payment Date”), whichever occurs first;

Asset Acquisition

ii. the Company will purchase a non-exclusive right to the licences held by Fireswirl, which will be used by Gamboozle Media Inc., a wholly-owned subsidiary of the Company, in exchange for 1,500,000 common shares of the Company, payable at the earlier of when the Company becomes a listed publicly-traded company or the Full Payment Date.

As at December 31, 2010, the Company have not earned revenues that are subject to the revenue-sharing payments and have not acquired the licenses.

b) On December 16, 2009, the Company entered into a marketing agreement. Pursuant to the agreement, the consultant will provide marketing and promotional activities on the Company’s products for a term of one year for consideration of an initial setup fee of $2,500 plus a monthly fee contingent on the results of the marketing and promotional services provided.

c) On January 11, 2010, the Company entered into an agreement for consulting services. Pursuant to the agreement, the Company issued 50,000 common shares with a fair value of $25,837. On March 10, 2010, the Company entered into an additional consulting agreement with the consultant to provide consulting services until January 31, 2011 for consideration of $3,000 per month. The consultant will also receive up to $5,000 in additional bonus payments upon achieving certain milestones as well as 5% of any investment secured by the consultant up to $500,000 and 2.5% of any additional investment received over $500,000.

d) On January 19, 2010, the Company entered into a consulting agreement for investor relations services for a period of five months from the date of agreement for 200,000 common shares of the Company. On January 19, 2010, the Company issued 200,000 shares with a fair value of $103,070. During the nine months ended December 31, 2010, the Company recorded $53,924 of consulting services included in prepaid expenses at March 31, 2010.

e) On January 21, 2010, the Company entered into a director agreement with an individual for a term of 12 months. As compensation for director services under the agreement, the Company agreed to issue 20,000 shares of common stock and to pay $2,500 for every fiscal quarter during which the individual sits on the board of director. This compensation is to be paid within 15 days of the end of each quarter. During the year ended March 31, 2010, the Company issued 40,000 common shares with a fair value of $16,363. During the nine months ended December 31, 2010, the Company recorded $7,952 of consulting services included in prepaid expenses at March 31, 2010. On September 17, 2010, the director resigned.

F-11

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

Nine months ended December 31, 2010

(Expressed in Canadian dollars)

9. Commitments (continued)

f) On February 1, 2010, the Company entered into an agreement for consulting services for US$5,000 per week, of which 50% will be paid in cash and 50% will be settled in units where each unit is comprised of one common share and one share purchase warrant. On February 1, 2010, pursuant to the agreement, the Company issued 300,000 units representing the equity portion of one year of consulting services with a fair value of $130,675 (US$130,000). Each unit consisted of one common share and one share purchase warrant. Each warrant is exercisable to acquire an additional common share at $0.60 per share for a period of two years. During the nine months ended December 31, 2010, the consultant was terminated, the Company recorded an expense of $109,552 equal to the amount included in prepaid expense at March 31, 2010.

g) On February 11, 2010, the Company entered into a consulting agreement for consulting services for a period of one year from the date of agreement for 75,000 common shares of the Company every three months and stock options to acquire 500,000 shares of the Company's common stock at $0.15 for two years. On February 11, 2010, the Company issued 75,000 shares with a fair value of $31,536 and 500,000 stock options with a fair value of $165,723. During the nine months ended December 31, 2010, the Company recorded $14,173 of consulting services included in prepaid expenses at March 31, 2010 and an additional $32,985 of accrued liabilities for the fair value of shares issuable. During the nine months ended December 31, 2010, the consultant was terminated.

10. Subsequent Events

a) On January 1, 2011, the Company entered into a consulting agreement. Pursuant to the agreement the consultant will provide consulting services for one year in consideration for 625,000 shares of common stock.

b) On January 15, 2011, the Company entered into a consulting agreement. Pursuant to the agreement the consultant will provide consulting services for nine months in consideration for 500,000 shares of common stock and a monthly fee of US$10,000.

c) On January 15, 2011, the Company entered into a consulting agreement. Pursuant to the agreement the consultant will provide consulting services for nine months in consideration for 250,000 shares of common stock. On January 15, 2010, the Company issued the consultant 250,000 shares.

d) On January 27, 2011, the Company issued 25,000 shares of common stock for services rendered by an employee.

e) On February 16, 2011, the Company settled the amounts owing, as noted in Note 9(f), for $74,456.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

InOur ~~this~~financial ~~quarterly~~statements ~~report,~~are ~~unless~~stated ~~otherwise~~in ~~specified,~~Canadian ~~all~~Dollars ~~dollar~~(CDN$) ~~amounts~~and are ~~expressed~~prepared in ~~Canadian~~accordance ~~dollars~~with ~~(CDN$)~~United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars, references to US$ refer to United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean Intelimax Media Inc., unless otherwise stated.

General Overview

We are an Internet media company focusing on social media entertainment, online games, and product sales. Our major current and planned products and services are as follows:

Gamboozle.com Gaming Platform: We have developed and acquired software which allows users to play free and subscription based multi-player poker, blackjack, roulette, casual games as well as social media games online. Currently, our new online gaming software is being integrated into our Gamboozle.com website platform as well as our pages on Facebook, MySpace and Bebo, which are social networking websites and is provided free of charge. Our gaming platform is being developed to the point where we are able to provide premium content. We intend to offer it to users on a monthly subscription basis which, if sufficient interest is developed, will produce revenues through subscription payments as well as product placement ads in the games. We anticipate developing additional games, creating a licensable version and revising it for use on third party websites. Once the new gaming platform is fully integrated and upgraded there can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

Gamboozle.com Fantasy Sports: The term fantasy sports describes multi-player games in which users act as fantasy owners and build a team that competes against other fantasy teams based on the statistics generated by individual players or teams of a professional sport. We have developed software which allows users to create teams from the rosters of actual sports players and then use their teams to compete against other users in various categories such as points scored, yards gained or home runs registered, depending on the specific sport. We hope to attract a subscriber base which will provide us with the users we need to generate revenues through monthly subscription entry fees. Our new fantasy sports software is being integrated into our Gamboozle.com website on free and paid subscription bases. This new software is in the development stage, but we anticipate launching the new site and enhancing the content during the next four months to include all the major sports (football, basketball, hockey, baseball and soccer). There can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

F - 11

On April 6, 2011, we entered into a master services agreement with Friedman360, LLC. Pursuant to the terms of the agreement, Friedman360 will provide our company with website and multimedia development services for compensation of $250,000. The website and multimedia development work will relate to the design, navigation, look and feel of our company’s Gamboozle website.

On April 12, 2011, we entered into a purchase and sale agreement as well as a software support agreement with Las Vegas From Home.com Entertainment Inc. Pursuant to the terms of the purchase and sale agreement, our company will acquire world-wide, non-exclusive rights to certain source code used in the development of online gaming applications for total consideration of CAD $344,412.50 plus 12% Canadian harmonized sales tax (“HST”). The first payment of $291,912.50 plus HST is to be made within 5 days of the date of the agreement, with the second payment, $52,500 plus HST, being made within 10 business days of Las Vegas From Home meeting all of its obligations under the agreement, or the software being made available to our customers, or within 180 days of the agreement, whichever is earlier. We are still outstanding $52,000 to LVFH, which will be due when they complete the software.

Pursuant to the terms of the software support agreement, our company shall pay Las Vegas from Home a monthly fee of CAD $25,000 (or more depending on the amount of users on our company’s websites) in exchange for Las Vegas From Home supplying the hardware and hosting services necessary to operate our company’s online gaming platforms, customer data and customer reporting services, customer support and client support, software modifications and upgrades, and website updates. The term of the agreement is 3 years and may be terminated by either party by providing 60 days notice.

Results of Operations for the Three Month Periods Ended June 30, 2011 and June 30, 2010.

	Three Months Ended June 30						Period from April 17, 2006 (Date of Inception) to June 30, 2011
	2011			2010			$
Revenue	$	30		$	933		$	13,321
Operating Expenses	$	950,562		$	382,559		$	5,010,720
Net Loss	$	(1,491,704	)	$	(276,853	)	$	(5,726,175	)

We have had limited operations since our inception on April 17, 2006 to June 30, 2011 and we have generated only nominal revenues of $13,321. We generated $30 in revenues for the three months ended June 30, 2011 compared to revenues of $933 during the same period in 2010. Since our inception to June 30, 2011, we have an accumulated deficit of $5,726,175 during the development stage. We anticipate that we will incur substantial losses over the next year. Our ability to generate any revenues in the next 12 months remains uncertain.

Net Loss

From the time of inception on April 17, 2006 to June 30, 2011 we incurred a net loss of $5,726,175. For the three months ended June 30, 2011 we incurred a net loss of $1,491,704 compared to $276,853 for the same period in 2010. The increase in net loss was primarily due to increased consulting fees due to issuance of common shares for services, loss on forgiveness of debt of $541,172, and increases in management and professional fees.

Expenses

	Three Months Ended June 30,					Period from April 17, 2006 (Date of Inception) to June 30, 2011
	2011		2010			$
Amortization	$	617	$	17,756	$	309,520
Advertising and promotion	$	6,796	$	15,813	$	188,383
Consulting fees	$	821,947	$	157,547	$	1,958,615
Foreign exchange (gain) loss	$	(6,182)	$	522	$	6,171
General and administrative	$	36,995	$	35,238	$	475,402
Investor relations	$	29,040	$	53,924	$	577,989
Management fees	$	20,500	$	10,452	$	507,863
Professional fees	$	26,548	$	19,701	$	292,019
Wages and benefits	$	14,301	$	71,606	$	532,176
Loss on settlement of debt	$	541,172	$	Nil	$	911,746

We accumulated total operating expenses of $5,010,720 from the date of our inception to June 30, 2011. Total operating expenses for the three months ended June 30, 2011 were $950,562 compared to $382,559 during the same period in 2010.

Liquidity and Capital Resources

At December 31, 2010, we had cash of $54,284 in our bank accounts and working capital deficit of $497,623. Our net loss from inception on April 17, 2006 to December 31, 2010 was $3,215,095. Our net loss was funded mostly through consulting fees, general and administrative expenses, management fees and wages and benefits.

Working Capital
		At June 30, 2011		At March 31, 2011	Percentage Increase/ (Decrease)
Current Assets	$	506,459	$	790,522	(35.93%)
Current Liabilities	$	155,823	$	696,129	(77.61%)
Working Capital	$	350,636	$	94,393	73.08%

Since April 17, 2006 (date of inception) to December 31, 2010, we raised gross proceeds of $1,920,147 in cash from the sale of our securities, $240,387 from loans payable, and $5,300 in share subscriptions received. We also incurred share issuance costs of $32,000 and repayment of loans payable of $57,500. During the nine months ended December 31, 2010, we raised $409,396 from the sale of our common stock and $177,481 from loans payable. In comparison, we raised $323,509 from the issuance of common shares during the same period in 2009, as well as $7,906 in loans payable.

Cash Flows
		Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
Net Cash used in Operating Activities	$	(684,612	)	$	(79,518)
Net Cash used in Investing Activities	$	(189,523	)	$	(500)
Net Cash Provided by Financing Activities	$	172,370		$	78,574
Increase (Decrease) in Cash During the Period	$	(701,765)		$	(1,444)

~~For~~At ~~the~~June ~~nine months ended September~~ 30, ~~2010~~2011, we ~~used~~had ~~net~~ cash of $~~480~~75,~~737~~ 508 in ~~operating~~our ~~activities~~bank ~~compared~~accounts toand ~~$259,075 during~~working ~~the~~capital ~~same~~of ~~period in 2009~~$350,636. Our ~~cash~~net ~~level~~loss ~~increased~~from byinception ~~$15~~on April 17,~~977 during~~ ~~the~~2006 ~~nine~~to ~~months~~June ~~ended~~30, ~~December~~2011 31was $5,726,175. Our ~~2010~~net ~~compared~~loss towas ~~our~~funded mostly through existing cash ~~level~~proceeds atfrom ~~December~~issuance 31of common shares, ~~2009~~and notes payable.

For the nine months ended December 31, 2010 we required approximately $53,415 per month to fund our operating expenses compared to $28,786 during the same period in 2009. Since we only have minimal cash in our bank account as of December 31, 2010 we are unable to fund even one month of operations without raising additional capital.8

3Since April 17, 2006 (date of inception) to June 30, 2011, we raised gross proceeds of $2,526,603 in cash from the sale of our securities and $529,440 from loans payable. We also incurred share issuance costs of $47,000 and repayment of loans payable of $60,000. During the three months ended June 30, 2011, we raised $142,156 from the sale of our common stock and $30,214 from loans payable. In comparison, we raised $128,135 from the issuance of common shares during the same period in 2010 and repaid $52,500 in loans.

For the three months ended June 30, 2011, we used net cash of $684,612 in operating activities compared to $79,518 during the same period in 2010. The increase in cash used for operating activities is attributed to an increase in operating activity in fiscal 2011 compared with fiscal 2010 which resulted in a higher use of cash.

For the three months ended June 30, 2011 we required approximately $228,204 per month to fund our operating expenses compared to $26,506 during the same period in 2010. Since we only have minimal cash in our bank account as of June 30, 2011 we are unable to fund even one month of operations without raising additional capital, if future cash flow use is consistent with the current period.

We estimate that our expenses over the next 12 months will be approximately $1,940,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Target completion date or period	Estimated expenses (CAD $)
Legal and accounting fees	12 months	100,000
Further development of Gamboozle.com	12 months	40,000
Maintenance and refinement of InteliGaming Platform	12 months	350,000
Marketing and advertising	12 months	600,000
Investor relations and capital raising	12 months	300,000
Management and operating costs	12 months	250,000
Consulting fees	12 months	100,000
Hardware purchases	12 months	100,000
General and administrative	12 months	100,000
Total		1,940,000

At present, our cash requirements for the next twelve months outweigh the funds available to maintain or develop our operations. In order to fully carry out our business plan for the next 12 months, we need additional financing of approximately $1,940,000. We intend to negotiate with our management and consultants to pay parts of salaries and fees with stock and stock options instead of cash. There can be no assurance we will be successful in our efforts to secure additional equity financing. If we are unable to raise equity or obtain alternative financing, we may be unable to continue operations with respect to the continued development and marketing of our company and our business plan may fail.

If cash flow improves through these efforts, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or improve our liquidity.

Results of Operations for the Period From April 17, 2006 (Date of Inception) to December 31, 2010 and for the Three Months Ended December 31, 2010 compared to the Three Months Ended December 31, 2009.

Lack of Revenues

We have had limited operations since our inception on April 17, 2006 to December 31, 2010 and we have generated only nominal revenues of $13,155. We generated $10 in revenues for the three months ended December 31, 2010 compared to revenues of $198 during the same period in 2009. Since our inception to December 31, 2010, we have an accumulated deficit of $3,267,425 during the development stage. We anticipate that we will incur substantial losses over the next year. Our ability to generate any revenues in the next 12 months remains uncertain.

Expenses

We accumulated total operating expenses of $3,376,207 from the date of our inception to December 31, 2010, including $291,136 in amortization, $156,470 in advertising and promotion, $1,139,410 in consulting fees, $402,637 in general and administrative expenses, $185,545 in investor relations, $438,363 in management fees, $256,193 in professional fees and $505,808 in wages and benefits.

Total operating expenses for the three months ended December 31, 2010 were $140,874 compared to $370,959 during the same period in 2009. The decrease in expenses during the period in 2010 was due mostly to $41,751 in consulting fees and a decrease of $67,795 for wages and benefits relating to the continued development of the company’s website and operational objectives.

Net Loss

From the time of inception on April 17, 2006 to December 31, 2010 we incurred a net loss of $3,215,095. For the three months ended December 31, 2010 we incurred a net loss of $94,822 compared to $292,431 for the same period in 2009. The increase in net loss was due to charges to investor relations and consulting fees with respect to the company’s continued development of its business objectives.

Results of Operations for the Nine Months Ended December 31, 2010 compared to the Nine Months Ended December 31, 2009.

Lack of Revenues

We generated $2,183 in revenues for the nine months ended December 31, 2010 compared to revenues of $3,911 during the same period in 2009. We anticipate that we will incur substantial losses over the next year. Our ability to generate any revenues in the next 12 months remains uncertain.

Expenses

Total operating expenses for the nine months ended December 31, 2010 were $1,051,858 compared to $704,986 during the same period in 2009. The increase in expenses during the period in 2010 was due mostly to an increase in fees paid to consultants.

Net Loss

For the nine months ended December 31, 2010 we incurred a net loss of $993,844 compared to $662,984 for the same period in 2009. The increase in net loss was due to charges to investor relations and consulting fees with respect to the company’s continued development of its business objectives.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

AsWe ofhave ~~December 31, 2010, we had~~ no significant off-balance sheet ~~transactions~~arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~changes in our financial condition,~~ revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of our unaudited consolidated financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Use of Estimates

The preparation of these unaudited interim consolidated financial statements in conformity with generally accepted accounting principles in the United States 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 unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. WeOur company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of share-based payments, and deferred income tax asset valuation allowances. WeOur ~~base~~company ~~our~~bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Website Development Costs

Website development costs consist of costs incurred to develop internet ~~web~~websites ~~sites~~ to promote, advertise, and earn revenue with respect to our company’s business operations. Costs are capitalized in accordance with ASC 350-50, Intangible Assets – Goodwill and Other - Web Site Development Costs, and are amortized at a rate of 30% per annum commencing when the internet web site has been completed.

Equipment

Equipment is stated at cost and is amortized on a declining basis, at the following rates:

Office Furniture and Equipment	20%
Computer Hardware	30%
Computer Software	100%

Stock-Based Compensation

WeOur ~~record~~company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Basic and Diluted Net Loss Per Share

WeOur ~~compute~~company computes net loss per share in accordance with ASC 260, Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Financial Instruments and Fair Value Measures

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We ~~carried~~ ~~out~~maintain an evaluation, under the supervision and with the participation of our management, including our president and chief executive officer and our chief financial officer (our principal executive officer, our principal financial officer and principal accounting officer), of the effectiveness of our disclosure controls and procedures ~~for the period covered in this report. Based upon~~ that ~~evaluation,~~are ~~our~~designed president and chief executive and our chief financial officer (our principal executive officer, our principal financial officer and principal accounting officer) concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the ~~required~~ time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our ~~president and~~ chief executive officer and ~~our~~ chief financial officer (our principal executive officer, ~~our~~ principal financial officer and ~~principal~~principle accounting officer), ~~as appropriate~~ to allow for timely decisions regarding required disclosure.

~~Changes~~As inof ~~Internal~~the ~~Controls~~end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

~~During~~Changes ~~the period covered by this report, there were no changes~~ in ~~our~~Internal ~~internal~~Control ~~control~~ over ~~financial~~Financial ~~reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

6There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~During~~On ~~the~~March ~~quarter~~15, ~~covered~~2011, bywe ~~this~~issued ~~report~~an aggregate of 3,755,620 weunits ~~issued~~at a price of $0.20 per unit for $450,000 in new financing and the ~~following~~conversion of $301,124 previously ~~undisclosed~~outstanding ~~unregistered~~debt. Each ~~equity~~unit consists of one share of our company’s common stock and one warrant to acquire another share of our company’s common stock at $0.30 per share for a period of 24 months. These securities: were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933, as amended.

● On ~~October~~April 116, ~~2010~~2011, we issued ~~250~~450,000 ~~units~~shares ~~for~~of ~~proceeds~~our company’s common stock with a fair value of $52185,~~000.~~779 ~~Each~~pursuant ~~unit~~to ~~consisted~~a ofservice ~~one~~agreement ~~common~~for ~~share~~the ~~and~~provision ~~one~~of ~~share~~marketing ~~purchase~~and ~~warrant~~promotional services. ~~Each~~These ~~share~~shares ~~purchase~~were ~~warrant~~issued ~~entitles~~pursuant ~~the holder~~ to ~~acquire~~ an ~~additional~~exemption ~~common~~from ~~share~~registration atrelying anon Section ~~exercise~~4(2) ~~price~~ of ~~US$0.30~~the ~~per~~Securities ~~share~~Act ~~for~~of ~~two~~1933, ~~years~~as amended.

● On ~~October~~April 129, ~~2010~~2011, we issued 35500,000 shares of our company’s common stock ~~for~~with a fair value of $8198,~~925~~744 ofpursuant ~~consulting~~to ~~services.~~a ~~The~~service ~~fair~~agreement ~~value~~for the provision of ~~the~~website development, design and marketing services. These shares were issued ~~was~~pursuant ~~$7,144~~to ~~and~~an weexemption ~~recorded~~from aregistration ~~gain~~relying on Regulation ~~the~~S ~~settlement~~ of ~~debt~~the Securities Act of $11933,~~781~~ as amended.

● On ~~October~~April 2229, ~~2010~~2011, we issued ~~100~~110,000 ~~shares~~units ofat ~~our~~US$0.20 ~~common~~per ~~stock~~unit for proceeds of US$1522,~~623~~000. Each unit consists of ~~consulting~~one ~~services.~~common ~~The~~share ~~fair~~and ~~value~~one warrant to purchase one share of ~~the~~our ~~shares~~company’s ~~issued~~common ~~was~~stock at US$180.30 per share until April 29,~~484~~ ~~and~~2013. weThese ~~recorded~~securities awere ~~loss~~issued pursuant to an exemption from registration relying on ~~the~~Regulation ~~settlement~~S of ~~debt~~the Securities Act of $21933,~~861~~ as amended.

● On ~~November~~May 191, ~~2010~~2011, we issued 50250,000 ~~units~~shares ~~for~~of ~~proceeds~~our ofcompany’s ~~$10,000.~~common ~~Each~~stock ~~unit~~with ~~consisted~~a fair value of ~~one~~$99,372 ~~common~~pursuant ~~share~~to ~~and~~a ~~one~~consulting ~~share~~agreement ~~purchase~~for ~~warrant.~~marketing ~~Each~~and ~~share~~promotional ~~purchase~~services. ~~warrant~~These ~~entitles~~shares ~~the~~were ~~holder~~issued pursuant to ~~acquire~~ an ~~additional~~exemption ~~common~~from ~~share~~registration atrelying anon ~~exercise~~Regulation ~~price~~S of ~~US$0.30~~the ~~per~~Securities ~~share~~Act ~~for~~of ~~two~~1933, ~~years~~as amended.

● On ~~November~~May 204, ~~2010~~2011, we issued ~~100~~of 250,000 ~~shares~~units at US$0.20 per unit for proceeds of US$50,000. Each unit consists of one common share and one warrant to purchase one share of our company’s common stock ~~for~~at US$100.30 per share until May 4,~~000~~ 2013. These securities were issued pursuant to an exemption from registration relying on Regulation S of ~~consulting~~the ~~services~~Securities Act of 1933, as amended.

~~The~~On ~~above~~May ~~securities~~5, ~~were~~2011, we issued 150,000 shares of our company’s common stock with a fair value of $69,710 pursuant to ~~exemptions~~a ~~from~~service ~~registration~~agreement ~~found~~for inevent ~~Regulation~~and Sproduction orservices. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933, as amended.

~~Our~~On ~~reliance~~May ~~upon~~6, the exemption under Section 4(2) of the Securities Act was based on the fact that the issuance of the securities did not involve a “public offering”. Each offering was not a "public offering" as defined in Section 4(2) due to the number of persons involved in the deal2011, ~~the~~we ~~size~~issued ~~of the offering~~100,000 ~~the~~shares ~~manner~~ of ~~the~~our ~~offering~~company’s ~~and~~common ~~the~~stock ~~number~~with ~~of securities offered. We did not undertake an offering in which we sold~~ a ~~high~~fair ~~number~~value of ~~shares to a significant number of investors. In addition~~$46,416 ~~the~~pursuant ~~investors had the necessary investment intent as required by Section 4(2) since they agreed~~ to ~~and received~~ a ~~share~~consulting ~~certificate~~agreement. ~~bearing~~These ~~a legend stating that the~~ shares ~~are~~were ~~restricted~~issued pursuant to Rule 144 under the Securities Act. This restriction ensures that these shares will not be immediately redistributed into the market and will therefore not be part of a "public offering". The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an ~~analysis of the above factors, these transactions were effected in reliance on the~~ exemption from registration ~~provided~~relying inon ~~Section~~Regulation ~~4(2)~~S of the Securities Act ~~for~~of ~~transactions~~1933, ~~not~~as ~~involving any public offering~~amended.

~~Our~~On ~~reliance~~May ~~upon~~20, ~~the~~2011, ~~exemption~~we ~~under~~issued ~~Rule~~5,000 ~~903~~shares of ~~Regulation~~our Scompany’s ofcommon ~~the~~stock ~~Securities~~with ~~Act~~a ~~was~~fair ~~based~~value ~~on the fact that the sales~~ of ~~the~~$1,460 ~~securities~~pursuant ~~were~~to ~~completed~~a insettlement anand ~~"offshore~~release ~~transaction",~~agreement aswith ~~defined~~a ~~in Rule 902(h) of Regulation S~~consultant. WeThese ~~did~~shares ~~not~~were ~~engage~~issued inpursuant ~~any~~to ~~directed~~an ~~selling~~exemption ~~efforts,~~from asregistration ~~defined~~relying inon ~~Regulation~~Section S,4(2) inof the ~~United~~Securities ~~States~~Act ~~in connection with the sale~~ of ~~the securities. Each investor was not a U.S. person~~1933, as ~~defined in Regulation S, and was not acquiring the securities for the account or benefit of a U~~amended.~~S. person.~~

~~Since~~ On ~~our~~May ~~inception~~27, 2011, we ~~have~~issued ~~made~~500,000 noshares ~~purchases~~ of our ~~equity~~company's ~~securities~~common stock upon the exercise of stock options for cash proceeds of $73,297 (Cdn$75,000). These shares were issued pursuant to an exemption from registration relying on Regulation S of the Securities Act of 1933, as amended.

7On June 23, 2011, we issued 1,650,261 units to settle $469,762 of notes payable and $14,756 of accrued interest. Each unit consisted of one common share and one-half of one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.75 per share until June 23, 2013. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
(3)	(i) Articles of Incorporation
3.1	Articles of Incorporation for Intelimax Media Inc. (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
3.2	Amalgamation Application Filed with the British Columbia Registrar of Companies on May 28, 2009 (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
(4)	Instruments defining the rights of security holders, including indentures
4.1	Instrument defining the rights of holders – form of share certificate (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
(10)	Material Contracts
10.1	2009 Stock Compensation Plan (incorporated by reference to our Current Report on Form S-8 filed on December 11, 2009).
10.2	2009 Stock Option Plan (incorporated by reference to our Current Report on Form S-8 filed on December 11, 2009).
10.3	License Grant and Asset Purchase Agreement between our company and Fireswirl Technologies Inc. dated for reference August 22, 2008 (incorporated by reference to our Form S-1 filed on June 12, 2009).
10.4	Master Services Agreement between our company and Friedman360, LLC dated April 6, 2011 (incorporated by reference to our Current Report filed on Form 8-K on April 11, 2011).
10.5	Purchase and Sale Agreement between our company and Las Vegas From Home.com Entertainment Inc. dated April 12, 2011 (incorporated by reference to our Current Report filed on Form 8-K on April 15, 2011).
10.6	Software Support Agreement between our company and Las Vegas From Home.com Entertainment Inc. dated April 12, 2011 (incorporated by reference to our Current Report filed on Form 8-K on April 15, 2011).
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Glenn Little (principal executive officer, principal financial officer and principal accounting officer).
(32)	Section 1350 Certifications
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Glenn Little (principal executive officer, principal financial officer and principal accounting officer).

* ~~filed~~Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Intelimax Media Inc.
	(Registrant)
	/s/ Glenn Little
Date: August 17, 2011	/s/ Glenn Little
Date: February 16, 2011	Glenn Little
	Glenn Little
	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
	(Principle Executive Officer, Principle Financial Officer and Principal Accounting Officer)

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