OMB APPROVAL

OMB Number: 3235-0416

Expires: February 28, 2006

Estimated average burden

hours per response    32.00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2004



or



[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to _________





COMMISSION FILE NUMBER: 000-30230



INTERACTIVE MULTIMEDIA NETWORK, INC.

(Exact name of registrant as specified in its charter)



DELAWARE

65-0488983

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)



3163 KENNEDY BOULEVARD, JERSEY CITY, NEW JERSEY 07306

(Address, including zip code, of principal executive offices)



(201) 217-4137

(Registrant's telephone number, including area code)



Indicate by check mark whether the registrant  (1) has filed all  documents and reports required to be filed by Sections 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 filings for the past 90 days.   YES  (X)     NO   ( )



APPLICABLE ONLY TO CORPORATE ISSUERS:





As of June 30, 2004 the number of the Company's shares of par value $.001 common stock outstanding was 13,070,211.







Transitional Small Business Disclosure format (check one):  Yes [  ]  No [X]







SEC 2334 (3-03)

Potential persons who are to respond to the collection of information contained in this form are not

required  to  respond unless the  form displays a currently valid OMB control number.



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

FORM 10-QSB

June 30, 2003





INDEX







|Part I  Financial Information                                                                    |    
|------------------------------------------------------------------------------------------------- | ---
|                                                                                                  |    
|Item 1. Consolidated Financial Statements (Unaudited)                                             | 3  
|                                                                                                  |    
|Item 2. Managements Discussion and Analysis of Financial Condition and                           | 15 
|Results of Operations                                                                             |    
|                                                                                                  |    
|Item 3.  Controls and Procedures                                                                  | 15 
|                                                                                                  |    
|Part II  Other Information                                                                       |    
|                                                                                                  |    
|Item 1.  Legal Proceedings                                                                        | 16 
|                                                                                                  |    
|Item 2.  Changes in Securities and Use of Proceeds                                                | 16 
|                                                                                                  |    
|Item 3. Defaults Upon Senior Securities                                                           | (a)
|                                                                                                  |    
|Item 4. Submission of Matters to a Vote of Security Holders                                       | (a)
|                                                                                                  |    
|Item 5. Other Information                                                                         | (a)
|                                                                                                  |    
|Item 6. Exhibits and Reports on Form 8-K                                                          | 16 
|                                                                                                  |    
|Signature Page                                                                                    | 17 
|                                                                                                  |    
|Index to Exhibits                                                                                 | 18 
|                                                                                                  |    
|                                                                                                  |    
|(a) There are no issues requiring disclosure for these items and they have therefore been omitted























---

INTERACTIVE MULTIMEDIA NETWORK, INC.

FORM 10-QSB

June 30, 2004



Part I - FINANCIAL INFORMATION



Item 1 - Financial Statements



|INTERACTIVE MULTIMEDIA NETWORK, INC.       
|-------------------------------------------
|CONSOLIDATED BALANCE SHEET                 
|JUNE 30, 2004 AND 2003                     
|                                           
|ASSETS                                     
|                                           
|CURRENT ASSETS                             
|                                           
|                                           
|TOTAL CURRENT ASSETS                       
|                                           
|OTHER ASSETS                               
|                                           
|TOTAL OTHER ASSETS                         
|TOTAL ASSETS                               
|                                           
|LIABILITIES AND SHAREHOLDERS' DEFICIT      
|CURRENT LIABILITIES                        
|                                           
|TOTAL CURRENT LIABILITIES                  
|                                           
|OTHER LIABILITIES                          
|                                           
|TOTAL OTHER LIABILITIES                    
|                                           
|SHAREHOLDERS' DEFICIT                      
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|TOTAL SHAREHOLDERS' DEFICIT                
|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT



See independent auditors' report and notes to financial statements



---

|INTERACTIVE MULTIMEDIA NETWORK, INC.                    
|--------------------------------------------------------
|CONSOLIDATED STATEMENT OF OPERATIONS                    
|FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003       
|                                                        
|                                                        
|REVENUE                                                 
|                                                        
|COST OF REVENUE                                         
|                                                        
|INCOME BEFORE SELLING, GENERAL AND                      
|ADMINISTRATIVE EXPENSES                                 
|                                                        
|OPERATING EXPENSES                                      
|Marketing                                               
|Consulting services                                     
|Rent                                                    
|Loss on write down of acquired subsidiary inventory     
|Selling, general and administrative expenses            
|TOTAL OPERATING EXPENSES                                
|                                                        
|INCOME (LOSS) FROM OPERATIONS                           
|                                                        
|OTHER INCOME (EXPENSE)                                  
|Gain on Reduction of debt of discontinued subsidiary    
|Interest expense                                        
|TOTAL OTHER INCOME (EXPENSE)                            
|                                                        
|DISCONTINUED OPERATIONS:                                
|Income (loss) from operations of discontinued subsidiary
|                                                        
|NET INCOME (LOSS) BEFORE MINORITY INTEREST              
|                                                        
|MINORITY INTEREST IN SUBSIDIARY                         
|                                                        
|NET INCOME (LOSS)                                       
|                                                        
|EARNINGS (LOSS) PER SHARE:                              
|WEIGHTED AVERAGE COMMON SHARES                          
|OUTSTANDING                                             
|                                                        
|BASIC AND DILUTED EARNINGS (LOSS) PER SHARE             
|                                                        



See independent auditors' report and notes to financial statements



---

|INTERACTIVE MULTIMEDIA NETWORK, INC.                  
|------------------------------------------------------
|CONSOLIDATED STATEMENT OF CASH FLOWS                  
|FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003     
|                                                      
|                                                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                 
|Net income (loss)                                     
|Adjustments to reconcile net income (loss) to net cash
|used in operating activities:                         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|Changes in operating assets and liabilities:          
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|NET CASH USED IN OPERATING ACTIVITIES                 
|                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES:                 
|                                                      
|                                                      
|                                                      
|NET CASH PROVIDED BY INVESTING ACTIVITIES             
|                                                      
|CASH FLOWS FROM FINANCING ACTIVITIES:                 
|                                                      
|NET CASH PROVIDED BY FINANCING ACTIVITES              
|                                                      
|NET INCREASE (DECREASE) IN CASH                       
|                                                      
|CASH, BEGINNING OF PERIOD                             
|                                                      
|CASH, END OF PERIOD                                   
|                                                      
|SUPPLEMENTAL INFORMATION:                             
|Issuance of shares in settlement of liabilities       
|Issuance of shares in payment of services             



See independent auditors' report and notes to financial statements



---



INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION



Interactive Multimedia Network, Inc. (the Company) was organized in the State of New Jersey on March 04, 1994 and reincorporated in the State of Delaware on June 13, 1995.  The Companys primary business activity is developing and marketing consumer products, including health and wellness products and ocular health products.



The Company had two subsidiaries:  AutoSmart USA, Inc., a Nevada corporation and AutoSmart USA Leasing, Inc., a Florida corporation, which operate in tandem the vehicle sales operations of the Company.  During the fiscal year ended March 31, 2002, these two subsidiaries ceased operations.



During fiscal year 2003, the Company formed Best Health, Inc., a health product developer and distributor in the development stage.  The Company also acquired 90 percent of the outstanding shares of SoySlim Corp., another health product distributor in the development stage.   The Company also acquired the rights to a patent-pending security system known as Global P.O.M.TM



Interactive Multimedia Network, Inc. prepares its financial statements in accordance with generally accepted accounting principles.  This basis of accounting involves the application of accrual accounting; consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. Financial statement items are recorded at historical cost and may not necessarily represent current values.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Certain amounts included in the financial statements are estimated based on currently available information and managements judgment as to the outcome of future conditions and circumstances.  Changes in the



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):



status of certain facts or circumstances could result in material changes to the estimates used in the preparation of financial statements and actual results could differ from the estimates and assumptions.  Every effort is made to ensure the integrity of such estimates.



Fair value of Financial Instruments



The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued expenses and other liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.



Inventories



Inventories are stated at the lower of cost or market determined by the LIFO method and specific identification.



Property and Equipment



Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives when the property and equipment is placed in service.



Estimate Useful Life

(In Years)



Furniture and Fixtures

7

Equipment & Vehicles

5

Computer Equipment & Software

3



Leasehold improvements are amortized over their estimated useful lives or the estimated useful lives of the leasehold improvements, whichever is shorter.



The cost of fixed assets retired or sold, together with the related accumulated depreciation, are removed from the appropriate asset and depreciation accounts, and the resulting gain or loss is included in net earnings.  Maintenance and repairs are expensed as incurred.



Repairs and maintenance are charged to operations as incurred, and expenditures for significant improvements are capitalized.  The cost of property and equipment retired or



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):



sold, together with the related accumulated depreciation, are removed from the appropriate asset and depreciation accounts, and the resulting gain or loss is included in operations.



Revenue Recognition



Revenues are principally from services and commissions from providing marketing plans, services related to the Internet marketing arena and sales from health related products.  Revenues from marketing and Internet related activity are recognized when the services are completed.  Revenues from the sale of health related products are recognized when the products are shipped to the customer.



In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC.  SAB 101 outlines the basic criteria that must be met to recognize revenue and provide guidance for disclosures related to revenue recognition policies.  Management believes that Interactive Multimedia Network, Inc.s revenue recognition practices are in conformity with the guidelines of SAB 101.



Advertising



The Company expenses advertising costs as incurred.  There was no advertising expense for the three months ended June 30, 2004 and 2003.



Earnings (Loss) Per Share of Common Stock



Earnings (Loss) per common share are calculated under the provisions of SFAS No. 128, Earnings per Share, which establishes standards for computing and presenting earnings per share.  SFAS No. 128 requires the Company to report both basic earnings (loss) per share, which is based on the weighted-average number of common shares outstanding during the period, and diluted earnings (loss) per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding.  Options and warrants are not considered in calculating diluted earnings (loss) per share since considering such items would have an anti-dilutive effect.











---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):



Statement of Cash Flows



For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.



Recent Accounting Pronouncements:



The Statement of Financial Accounting Standards Board (SFAS) No. 141, Business Combinations, was issued by the Financial Accounting Standards Board (FASB) in July 2001.  This Statement establishes standards for accounting and reporting for business combinations.  This statement requires the purchase method of accounting to be used for all business combinations, and prohibits the pooling-of-interests method of accounting.  This Statement is effective for all business combinations initiated after June 30, 2001 and supercedes APB Opinion No. 16, Business Combinations as well as Financial Accounting Standards Board Statement of Financial Accounting Standards No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises.  The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 142, Goodwill and Other Intangible Assets, was issued by the Financial Accounting Standards Board (FASB) in July 2001.  This Statement addresses how intangible assets that are acquired individually or with a group of other assets should be accounted for in financial statements upon their acquisition.  This statement requires goodwill amortization to cease and for goodwill to be periodically reviewed for impairment, for fiscal years beginning after October 31, 2001.  SFAS No. 142 supercedes APB Opinion No. 17, Intangible Assets. The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 143, Accounting for Asset Retirement Obligation, was issued by the Financial Accounting Standards Board (FASB) in August 2001.  This Statement requires companies to record a liability for asset retirement obligations in the period in which they are incurred, which typically could be upon completion or shortly thereafter.  The FASB decided to limit the scope to legal obligation and the liability will be recorded at fair value.  The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



The Statement of Financial Accounting Standards Board (SFAS) No. 144, Accounting



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):



for the Impairment or Disposal of Long-Lived Assets, was issued by the Financial Accounting Standards Board (FASB) in October 2001.  This Statement provides a single accounting model for long-lived assets to be disposed of and replaces SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.  This Statement is effective for fiscal years beginning after December 15, 2001. The adoption of this statement by the Company did not have a material impact on its financial condition or results of operations.



NOTE 3  DETAILS OF FINANCIAL STATEMENT COMPONENTS



June30,



Property and Equipment:

2004

2003

Furniture and Fixtures

$4,770

$4,770

Equipment

5,136

5,136

Computer Equipment.

24,568

24,568

Software

1,626

1,626

Website

53,250

53,250

89,350

89,350

Less: Accumulated depreciation and amortization.

51,932

51,367

Property and equipment, net........

$37,418

$37,983



NOTE 4  COMMITMENTS AND CONTIGENCIES



Legal Proceedings



In September 2002, the Companys wholly owned subsidiaries, AutoSmart USA, Inc. and AutoSmart Leasing, Inc. ceased operations.  Due to unpaid obligations to vendors, AutoSmart USA, Inc. was a party to several lawsuits.  Recently the Company has settled these lawsuits and has been found to be not liable for any debts of AutoSmart USA, Inc. and the lawsuits related thereto.



NOTE 5  GOING CONCERN



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The Company reported net income of $658,057 and a net loss of $6,217 for the three months ended June 30, 2004 and 2003 respectively. Management anticipates that additional investments will be needed to develop an effective sales and marketing program before the organization will generate sufficient



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 5  GOING CONCERN (continued):



cash flow from operations to meet current operating expenses and overhead. Management has continued to develop a strategic plan to develop a management team, maintain reporting compliance and seek new expansive areas in marketing through multiple media channels. Management intends to seek new capital from new equity security issuances that will provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.



NOTE 6   DISCONTINUED OPERATIONS



In September 2002, The Company ceased operations at its wholly owned subsidiaries, AutoSmart USA, Inc. and AutoSmart Leasing, Inc.  The results of those businesses have been reflected as Discontinued Operations in the accompanying consolidated financial statements.  Operating results of the discontinued operations are as follows:



2002

2004__

Net Sales

1,350,673

-

Loss before income taxes

(692,373)

(221,160)

Provision for income taxes

-

-



Loss from discontinued operations

(692,373)

(221,160)



NOTE 7  RELATED PARTY TRANSACTIONS



The Company has been involved in periodic transactions, whereby money has been advanced to the former President of the Company and the former President of the Company has advanced money to the Company.  As of June 30, 2004 the Company was obligated to the former President for a total of $7,553.



Legal services to Interactive Multimedia Network, Inc. have been performed by Verdiramo & Verdiramo, P.A.  This professional association is owned by Vincent L. Verdiramo, the former President of Interactive Multimedia Network, Inc. and his son Vincent S. Verdiramo. The cost of legal services billed to the Company for the three months ended June 30, 2004 and 2003 were zero.



Verdiramo & Verdiramo, P.A. is providing limited use of office space to Interactive Multimedia Network, Inc.  Although Verdiramo & Verdiramo, P.A. has agreed not to charge rent and is not expecting payment from the Company for the office use, an amount has been reflected in the financial statements as rent expense with an offset to Paid in Capital in the amount of $300 for the three months ended June 30, 2004 and $300 for the three months ended June 30, 2003.



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 7  RELATED PARTY TRANSACTIONS (continued):



The Company has received loans and advances from stockholders during the year. These transactions are in the form of unsecured demand loans bearing interest of 4% to 8% per annum.  The balance due at June 30, 2004 is $138,619 which includes approximately $26,602 accrued interest on these loans.



NOTE 8  STOCKHOLDERS EQUITY



Preferred Stock



The company has 5,000,000 shares of preferred stock with a par value of $0.001, which to date have never been issued.  The preferred stock contains no voting privileges and is not entitled to accrue dividends or convert into shares of the Companys common stock.



NOTE 9  OPTIONS AND WARRANTS



In December 1998, Marion Verdiramo, a related party, returned 2,000,000 shares of common stock to the Company as part of a capital restructuring and in return received 2,000,000 common stock options at $0.10 per share which can be exercised any time during the subsequent three years.  This exchange was believed to be beneficial to the Company as it reduced its outstanding float.  Prior to their expiration, the Company and Ms. Verdiramo agreed to extend the term of this Option Agreement for an additional five (5) years. These options were valued at $330,000 based upon the minimal value of the common stock at the time of the options issuance.



Marion Verdiramo has never been an employee, officer, director or independent consultant for the Company.  Marion Verdiramo converted a loan to the Company for 2,000,000 shares of restricted common stock.  Subsequently, those shares were never freed from restrictive legend and returned to the Company.



In February 2004 the stock options were retired and the shares originally issued to Marion Verdiramo were re-issued to her.  The terms of the original option allowed for this re-issuance if the market price of the Companys stock stayed at or below the option price for 60 consecutive days. This occurred during the last quarter of 2003 and the first quarter of 2004.













---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 10  INCOME TAXES



The Company did not provide any current or deferred United States federal, state or foreign income tax provision or benefit for the period presented because it has experienced operating losses since inception.  The Company has provided a full valuation allowance on the deferred tax asset, consisting primarily of net operating loss carryforwards, because of uncertainty regarding its realizability.



NOTE 11  BUSINESS SEGMENT INFORMATION



The Companys segment information has been prepared in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information.  Segments were determined based on products and services provided by each segment.  Accounting policies of the segments are the same as those described in the summary of significant accounting policies.  Performance of the segments is evaluated on operating income (loss) before taxes, interest income or expense and other income or (loss).  The Company has elected to organize its businesses based principally upon products and services.   Interactive Multimedia Network, Inc. has two reportable segments:  Marketing, including services related to the Internet marketing arena and sales or commissions from the sale or lease of vehicles.



For the three months ended June 30, 2004



Marketing

Health      Corporate  Consolidated

Services

Products    and Other        Total



Net sales to external customers

$    1,052       $         -        $        -              $    1,052

Segment operating profit (loss)

(655,795)                -             (2,262)          (658,057)

Segment assets

58,803               239               -                    59,042

Depreciation and amortization

935                   -               -                         935

Capital Additions

-                     -                -                           -

Interest Income

-                     -                 -                           -

Interest Expense

-                     -              2,262                 2,262

















---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004



NOTE 11  BUSINESS SEGMENT INFORMATION (continued):



For the three months ended June 30, 2003



Marketing and



Internet related

Health       Corporate  Consolidated

Services

Products    and Other        Total



Net sales to external customers

$       260       $          -       $     -              $        260

Segment operating profit (loss)

188                   -            (8,152)            (7,964)

Segment assets

38,203               239              -                   38,442

Depreciation and amortization

1,037                   -               -                     1,037

Capital Additions

-                      -               -                       -

Interest Income

-                    -                 -                       -

Interest Expense

-                      -            1,653              1,653



























































---

INTERACTIVE MULTIMEDIA NETWORK, INC.

FORM 10-QSB

June 30, 2004



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



Results of Operations



Three months ended June 30, 2004 and 2003



During the three month period ending June 30, 2003, the Company incurred a loss from operations of $1,322 compared to a loss of $6,311 for the same period ended June 30, 2002.  The main component contributing to the decrease in loss from year to year was a decrease in Selling, General and Administrative expenses in the current year.



Additionally, the Company recognized two extraordinary items in this period related to the discontinued operations of its AutoSmart subsidiaries.  The Company recognized as Other Income a Gain on Reduction of debt of these discontinued subsidiaries in the amount of $882,812. The Company also recognized a loss from these discontinued subsidiaries of $221,160. These two extraordinary items had the net effect of the Company recognizing a Net Income of $658,057.



Revenues



During the three month period ending June 30, 2004, the Companys revenues from operations $1,052 compared to $260 for the same period ended June 30, 2003.  Revenues are principally from the provision of marketing services. Revenues from marketing services are recognized when the services are completed.  Sales from health related products are recognized when the product is shipped.



Operating Expenses



During the three months ended June 30, 2004, the company incurred $2,384 in operating expenses from operations as compared to $6,499 in the same period in 2003. This decrease was primarily due to minimal operating expenses in the current year due to decreased operations.



Material changes in financial condition, liquidity and capital resources



At June 30, 2004, the Company had $ 467 in cash and cash equivalents.  The Company had a negative working capital of approximately $126,091 at June 30, 2004.  The Companys operations are not generating sufficient cash to maintain its present operations.  The Companys cash resources are determined entirely on the volume of sales and services generated and we currently cannot estimate how much they will contribute to our cash flow.  The company has reviewed all non-essential activities and expenditures and has aggressively curtailed these items to assist in reducing the cash used in operating activities.



Item 3.   Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Companys chief executive officer has evaluated the effectiveness of the Companys disclosure controls and procedures as of June 30, 2004 (the Evaluation).  Based on this evaluation, the Companys chief executive officer concluded that the disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the Securities and Exchange Commissions rule and forms.  There were no changes in the Companys internal controls over financial reporting that occurred during the quarter ended June 30, 2003, that have materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.

---

INTERACTIVE MULTIMEDIA NETWORK, INC.

FORM 10-QSB

June 30, 2004









PART II - OTHER INFORMATION



Item 1.  Legal Proceedings.



Please refer to the Form 10-KSB filed on July 14, 2003 for information regarding pending legal proceedings involving the Company or its subsidiaries.  As of the date of this filing, there have been no material developments in any of these outstanding legal proceedings.



Item 2.  Changes in Securities.



NONE



Item 3.  Defaults Upon Senior Securities.



NONE



Item 4.  Submission of Matters to a Vote of Security-Holders.



NONE



Item 5.  Other Information.



NONE



Item 6. Exhibits and Reports on Form 8K.



(a)

Exhibits



Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 32.1  Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.





(b) Reports on Form 8K.  The company filed two reports on Form 8K during the period covered by this report, regarding a change of accountants.

















---

INTERACTIVE MULTIMEDIA NETWORK, INC.

FORM 10-QSB

June 30, 2004







SIGNATURES



In accordance with the requirements of the Security Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, duly authorized.



INTERACTIVE MULTIMEDIA NETWORK, INC.







Date:  August 12, 2004



By: /s/ Richard J. Verdiramo

------------------------------------------------------

Richard J. Verdiramo, President and CEO























































---





|INDEX TO EXHIBITS                                                                                                                                                                                                                | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).

Exhibit 32.1  Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | 
|                                                                                                                                                                                                                                 |