ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

Effective November 24, 2008, Integrated Media Holdings, Inc. (the "Company") amended its Designation of its Series A Convertible Preferred Stock and its Designation of its Series C Convertible Preferred Stock (the "Preferred Stock Amendments").

Specifically, the Preferred Stock Amendments amended the terms of the Company's Series A Preferred Stock to clarify that such Series A Preferred Stock would be subject to a subdivision or reclassification of the Company's outstanding capital stock. The Company's Series C Preferred Stock was also amended in connection with the Preferred Stock Amendments to revise the conversion rights of such Series C Preferred Stock. Prior to the Preferred Stock Amendments, any outstanding shares of Series C Preferred Stock would automatically convert into shares of the Company's common stock in a ratio of one to three hundred and fifty (the "Conversion Ratio") upon the Company's planned merger with its wholly owned Nevada subsidiary, Arrayit Corporation. Subsequent to the Preferred Stock Amendments, the holders of the Company's Series C Preferred Stock have the option to convert up to 10% of the total number of shares of Series C Preferred Stock issued to such holder into shares of the Company's common stock at the Conversion Ratio, during any 90 day period. Additionally, any shares of Series C Preferred Stock not converted during any 90 day period are not carried forward to the next 90 day period.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number Description

3.1 Amendment to Designation of the Series A Convertible Preferred Stock filed November 24, 2008.

3.2 Amendment to Designation of the Series C Convertible Preferred Stock filed November 24, 2008.