|OMB APPROVAL                                                                                          
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,

Washington, D.C. 20549



FORM 10-KSB



(X)   Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Fiscal Year Ended March 31, 2004



(  )   Transaction Report Under Section 13 or 15(d) of Securities Exchange Act of 1934



For the transition period from ______ to ______



Commission File Number: 000-24189



INTERACTIVE MULTIMEDIA NETWORK, INC.

(Exact Name of Small Business Registrant as Specified in its Charter)



Delaware

65-0488983

(State or other jurisdiction of

(IRS Employer Identification

Incorporation or Organization)

Number)



3163 Kennedy Boulevard, Jersey City, New Jersey

07306

(Address of Principal Executive Offices)

(Zip Code)



Registrant's Telephone Number: (201) 217-4137



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $.001 par value.

(Title of Class)



Indicate by check mark whether the Registrant (1) has filed all documents and reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or 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.   YES [X]    No [  ]



Indicate by check mark if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [X]



State Registrant's revenues for its most recent fiscal year:$54,312



State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of June 30, 2004: $1,736,827



APPLICABLE ONLY TO CORPORATE REGISTRANTS



The number of shares outstanding of the Registrants sole class of Common Stock as of June 30, 2004 was 13,360,211.



SEC 2337 (12-03)

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.

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FORWARD-LOOKING STATEMENTS



This Report on Form 10-KSB contains certain forward-looking statements. These forward looking statements include statements regarding (i) research and development plans, marketing plans, capital and operations expenditures, and results of operations; (ii) potential financing arrangements; (iii) potential utility and acceptance of the Registrant's existing and proposed products; and (iv) the need for, and availability of, additional financing.



The forward-looking statements included herein are based on current expectations and involve a number of risks  and uncertainties. These forward-looking  statements are based on assumptions regarding the business of Interactive Multimedia Network, Inc., the ("Company"), which involve judgments with respect to, among other things, future economic and competitive conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, actual results may differ materially from those set forth in the forward-looking statements.



























(This space left intentionally blank.)













































2

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



TABLE OF CONTENTS



PAGE

PART I



ITEM 1.

DESCRIPTION OF BUSINESS

4

ITEM 2.

DESCRIPTION OF PROPERTY

7

ITEM 3.

LEGAL PROCEEDINGS

7

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

7



PART II



ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS

8



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

10



ITEM 7.

FINANCIAL STATEMENTS

11



ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

26



ITEM 8A

CONTROLS AND PROCEDURES

26



PART III



ITEM 9.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

26



ITEM 10.

EXECUTIVE COMPENSATION

27



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

28



ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

28



PART IV



ITEM 13.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS

ON FORM 8-K

28



ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

28



SIGNATURES

29



CERTIFICATIONS

30





3

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



PART I



Item 1. Description of Business



Background



The Company was incorporated in the State of New Jersey on March 4, 1994.  On June 13, 1995, the New Jersey corporation migrated to Delaware via a merger with a Delaware corporation formed for that purpose. There are 5,000,000 shares of preferred stock authorized of which none are presently issued and outstanding and there are 25,000,000 shares of common stock authorized of which 13,360,211 were issued and outstanding as of June 30, 2004.



The Company is primarily focused on the development, marketing, management and sale of consumer products. The Company intends to seek innovative consumer products in a range of areas but all must share these basic tenets: they must have global appeal; they must meet the needs of an underserved market; and they must offer the potential of sustainable revenue and profitability. One primary focus is the health and wellness market where all products must additionally have long-term wellness benefits.



The Company discontinued its automotive sales operations, effective October 2001, which was operated by the Company's two wholly-owned subsidiaries AutoSmart USA, Inc. and AutoSmart USA Leasing, Inc. The downturn in automotive sales after the tragedy of September 11, 2001, the subsequent overall recession in the economy and the onslaught of manufacturer subsidized financing options, effectively negated the competitive advantage enjoyed by this operation.



The principal executive offices of the Company are located at 3163 Kennedy Boulevard, Jersey City, New Jersey, telephone (201) 217-4137. The Company's stock symbol on the Over-the-Counter Bulletin Board is "IMNI".



Business - General



Interactive Multimedia Network, Inc., (OTC BB IMNI) is a consumer products development and holding company. IMNI has developed or acquired several potentially market leading products that service a wide range of consumer needs. IMNI has developed what can easily be termed a New Products Portfolio; consisting of Eye Care products; Diet, Weight Maintenance and Womens Health products; and a state-of-the-art, technologically robust Airport Security Hardware and Software System that meets the security needs necessitated by the reality of todays global community.



The Company's primary business activities are identifying underserved markets then developing, acquiring, marketing and management of products that meet the needs of that market. Currently, the Company has two operating subsidiaries, Best Health, Inc., a Florida corporation and Soy Slim Corp., a New Jersey corporation. Each of these subsidiaries is focused on the development and marketing of consumer products that serve the health and wellness market.



The Company owns the rights to a patent-pending Security System that utilizes a tag based monitoring system and sophisticated logistical tracking hardware and software, to provide a high level of security at airports, hospitals, stadiums and corporate campuses. GlobalP.O.M.TM stands for“Global ‘Peace Of Mind’.” The Global P.O.M.TM system monitors people, luggage, carry-ons, packages and equipment throughout any covered location. In the case of an airport, the monitoring function carries forward through the boarding process, the airplane and connecting flights to the destination airport.

4

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004





The Company uses multiple channels of distribution, such as retail, direct response television, and the Internet, for the marketing and sale of consumer products and for the introduction of new products, new services and the development of inventions and concepts. In addition to marketing it's own products, it markets products or services for its clients for a fee.



The Company derives its revenue from (i) wholesale and retail sales of Company owned products, (ii) fees charged for marketing services, product branding consulting and advertising services, etc.; and, (iii) commissions earned by the Company based on the sale of its clients' products or services.



Healthcare



In the Health & Wellness market, consumers spend over 184 billion dollars for weight loss and nutritional products each year and over 2 billion dollars for Contact Lens Replacements and Eye Care products.  IMNIs subsidiary, Best Health, Inc., has developed and will manufacture and market Health and Wellness related consumer products in niche markets serving the largest single market demographic in the U.S.  the Baby Boomer generation. This demographic focuses on eye care, weight maintenance and the management of symptoms associated with perimenopause. Best Health, offers unique products that address each of these issues.



The Companys subsidiary, Best Health, Inc. acquired the rights to the LensComfortTM brand name from Lens Comfort, Inc. Best Health offers an ultrasonic contact lens cleaning unit that is coupled with Best’s proprietary LensComfortTM MultiPurpose Solution. This combination creates a complete contact lens care system that is FDA approved. The System ultrasonically cleans, disinfects, rinses, and removes oils and protein deposits in fifteen (15) minutes from all soft (disposable) and gas permeable contact lenses. The System can be used by 95% of all contact lens wearers in the US (approximately 29,180,000 people). The power and frequency of the System are set so as not to damage lenses while yielding a like new lens every time for all lens materials and types.



The LensComfortTM System makes contact lens wear more comfortable, safer and less costly overall. After a two-year market test the System is now “doctor recommended” and “consumer approved.” The LensComfortTM products are delivered directly to consumers to provide convenience and cost savings and are available through www.lenscomfort.com.



Best intends to enter the business of selling all types of replacement contact lenses at competitive prices through the Internet under the name “Price Buster LensesTM”.



The Company formed SoySlim Corp., to acquire the rights to the SoySlimTM product line which brings to the consumer a multitude of health benefits beyond weight maintenance. Soy based products specifically have the added benefit of enabling women to manage the myriad of symptoms associated with Perimenopause and PMS. It effectively addresses the underserved market of more than 80 million women between the ages of 20-60 in the US alone. SoySlimTM additionally addresses the needs of the more than 50% of Americans that are Lactose Intolerant as well as those of the general population of men and women who desire to reduce and control their weight while maintaining a more healthful and active lifestyle. Further information on SoySlimTM is available at www.soyslim.com.











5

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



Security



The Company owns the rights to a patent-pending Security System that utilizes a tag based monitoring system and sophisticated logistical tracking hardware and software, to provide a high level of security at airports, hospitals, stadiums and corporate campuses. The tag is non-user serviceable and alerts security should it be tampered with. Global P.O.M.TM stands for “Global ‘Peace Of Mind’.” The Global P.O.M.TM system monitors people, luggage, carry-ons, packages and equipment throughout any covered location. In the case of an airport, the monitoring function carries forward through the boarding process, the airplane and connecting flights to the destination airport.



The agencies of the Office of Homeland Security and the Transportation Security Administration are actively seeking tomorrow’s security solutions such as IMNI’s patent-pending Global P.O.M.TM security system. Global P.O.M.TMutilizes an ensemble of technologies and couples them with its tamper-proof tag that is affixed to all persons and their respective property or equipment as they populate and migrate through the secured area regardless of the vastness of the area. It is a system consisting of multiple layers of technologies seamed together through hardware and software interfaces creating a pervasive, yet non-invasive monitoring web.



Marketing Services



For its marketing clients, the Company provides complete business modeling, product development and marketing plans enabling individuals or entities that contract with the Company a business development and an advertising program specifically tailored to their products or services and their budget. This includes recommended media buys,  target demographics, print, television, Internet advertising and other necessary information and plans to attempt to successfully bring the clients product or service to market. Certain larger clients only require that the Company design and produce a web site for them to host on their own.  Others require the Company to also host the site, provide all of the necessary e-commerce tools and provide the telemarketing/customer service functions as well. For small to medium size companies the Company can function as their marketing department and for larger companies the Company can function to augment their existing marketing programs. The Company uses television, the Internet and retail exposure simultaneously, to promote sales and brand awareness for its clients' products and services.



Revenue



The Company's revenue comes from the wholesale and retail sale of its own products and the sale of marketing services to various clients. Since most of the Companys energies are presently focused on developing its own consumer products, revenue for the current period is minimal.



In the twelve month period ended March 31, 2004, revenue from the Companys marketing business accounted for $54,312 (or 100% of revenues) and the Companys health and wellness products accounted for $0 (or 0% of revenues). While in the twelve month period ended March 31, 2003, revenue from the Companys marketing business accounted for $35,445 (or 90% of revenues) and the sale of the Companys health and wellness products accounted for $3,817 (or 10% of revenues).



Employees



As of March 31, 2004, the Company had 2 employees of which 2 are in Management. The Company utilizes the services of independent contractors and subcontracts employees for support functions. The Company believes that its labor relations are good. No employee is represented by a labor union.



6

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



Item 2. Description of Property



The Company's principal executive offices are located at 3163 Kennedy Boulevard, Jersey City, New Jersey 07306 in 1,000 square feet of office space on a month to month basis. Verdiramo & Verdiramo, P.A., a law firm operated by the Company's former president, who is also the father of the current president and the other partner of this firm is Vincent S. Verdiramo, the son of Vincent L. Verdiramo and the brother of the Company's current president, Richard J. Verdiramo. 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 of $1,200 has been reflected in the financial statements as rent expense, which is offset to Paid in Capital in the same amount for the fiscal years ended March 31, 2002 and 2002.



The Company believes that its property is adequate for its present needs and that suitable space will be available to accommodate its future needs.



Item 3. Legal Proceedings



The Company is involved in no legal proceedings.



The Company has settled a lawsuit brought by Pompano Motor Co, the landlord of the Companys discontinued subsidiary AutoSmartUSA in the 17th Circuit Judicial Circuit in Broward County Florida. This suit was settled for $27,079.19 plus prejudgment interest.



The Company has settled a lawsuit brought by Wachovia Bank, in the Superior Court of New Jersey, Law Division, Burlington County against the Company and Vincent L. Verdiramo, the Company's former president. This suit was settled for $25,000 plus prejudgment interest.



The Company's discontinued subsidiary AutoSmart USA Leasing, Inc., is involved in five (5) lawsuits with various vendors that it transacted business with while it was in operation. These cases revolve around certain automotive sales related transactions and are between AutoSmartUSA and certain automotive dealerships and lenders. These cases do not name the Company as a party. All cases are in the state of Florida with three (3) in the 17th Judicial Circuit, Broward County, one (1) in the 15th Judicial Circuit, Palm Beach County and one (1) 11th Judicial Circuit, Dade County. The cumulative contingent liability against the Company's AutoSmart USA subsidiary associated with these lawsuits is $280,332. At present, AutoSmart USA has no assets, so to the best of management's knowledge and belief, should the plaintiffs in any of these lawsuits prevail against AutoSmart USA the subsequent outcome should not impact the business of the Company.



Item 4. Submission of Matters to Vote of Security Holders



No matter was submitted to a vote of security holders during the fourth quarter of fiscal year 2003.



















7

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



PART II



Item 5. Market for Common Equity and Related Stockholder Matters



The Company's Common Stock is traded on the Over the Counter Bulletin Board under the symbol "IMNI".



The following bid quotations have been reported for the period beginning March 31, 2001 and ending June 30, 2003.



HIGH

LOW

QUARTER ENDED

BID

BID

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

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

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

March 31, 2002

$     0.46

$     0.01

June 30, 2002

$     0.36

$     0.14

September 30, 2002

$     0.25

$     0.11

December 31, 2002

$     0.26

$     0.06

March 31, 2003

$     0.14

$     0.06

June 30, 2003

$     0.25

$     0.06

September 30, 2003

$     0.22

$     0.11

December 31, 2003

$     0.17

$     0.08

March 31, 2004

$     0.11

$     0.035

June 30, 2004

$     0.18

$     0.035



Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission. Such quotes are not necessarily representative of actual transactions or of the value of the Company's securities, and are in all likelihood not based upon any recognized criteria of securities valuation as used in the investment banking community.



To the best of the Company's knowledge, from March 2001 to March 2002, no broker-dealer made an active market or regularly submitted quotations for the Company's stock, and that during this period, there were only a de minimis and infrequent number of trades and de minimis trading volume. There is no assurance that an active trading market will develop which will provide liquidity for the Company's existing shareholders. The preceding information is from the National Association of Securities Dealers Automated Quotation Service.



As of June 30, 2004, there were 136 holders of record of the Company's common stock. Certain of the shares of common stock are held in "street" name and may, therefore, be held by several beneficial owners.



As of June 30, 2003, there were 13,360,211 shares of Common Stock issued. Of those shares 6,796,211 shares are "restricted" securities of the Company within the meaning of Rule 144(a)(3) promulgated under the Securities Act of 1933, as amended, because such shares were issued and sold by the Company in private transactions not involving a public offering.



In general, under Rule 144, as currently in effect, subject to the satisfaction of certain other conditions, a person, including an affiliate of the Company (in general, a person who has a control relationship with the Company) who has owned restricted securities of common stock beneficially for at least one year is entitled to sell, within any three-month period, that number of shares of a class of securities that does not exceed the greater of (i) one percent (1%) of the shares of that class then outstanding or, if the common stock is quoted on NASDAQ, or (ii) the average weekly trading volume of that class during the four calendar weeks preceding such sale. A person who has not been an affiliate of the Company for at least the three months immediately preceding the sale and has beneficially owned shares of common stock for at least two (2) years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.

8

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



No prediction can be made as to the effect, if any, that future sales of shares of common stock or the availability of common stock for future sale will have on the market price of the common stock prevailing from time-to-time. Sales of substantial amounts of common stock on the public market could adversely affect the prevailing market price of the common stock.



The Company has not paid a cash dividend on the common stock since inception. The payment of dividends may be made at the discretion of the Board of Directors of the Company and will depend upon, among other things, the Company's operations, its capital requirements, and its overall financial condition.



In January 2002, the Company issued 140,000 shares of common stock, under Section 4 (2) of the Act in exchange for legal and marketing services valued at $ 21,000 to 4 non-affiliated individuals.



In March 2002, the Company issued 400,000 shares of common stock in conjunction with a consulting agreement valued at $80,000.



In April 2002, the Company issued 50,000 shares of common stock, under Section 4(2) of the Act, for settlement of marketing consulting services in the amount of $11,000.



In July 2002, the Company issued 442,115 shares of common stock, under Section 4(2) of the Act, for the acquisitions of the LensComfortTMbrand name, the SoySlimTM product line, and the rights to the Global P.O.M.TM Security System. Also under Section 4(2) the Company issued 260,000 shares of common stock for product development consulting services in the amount of $100,000.



In October 2002, the Company issued 203,132 shares of common stock, under Section 4(2) of the Act, for marketing, manufacturing and product development, consulting and legal services in the amount of $37,313.



In July 2003, the Company issued 360,000 shares of common stock, under Section 4(2) of the Act, for the marketing, manufacturing and product development, consulting and legal services in the amount of $20,000.



In February 2004, the Company issued 860,000 shares of common stock, under Section 4(2) of the Act, for marketing, manufacturing and product development, consulting and legal services in the amount of $51,000. Additionally, under the provisions of the option agreement between the Company and Marion Verdiramo, the Company cancelled the options and reissued the shares of common stock that were originally surrendered by Ms. Verdiramo in favor of the options.





























9

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



Item 6.  Management's Discussion And Analysis Of Financial Condition And Results Of Operation



Results of Operations



Twelve months ended March 31, 2004 and 2003



During the twelve month period ending March 31, 2004, the Company incurred a loss of $ 57,065 compared to a loss of $274,242 for the same period ended March 31, 2003.  The main component contributing to the rise in revenues was an increase in fees for marketing services preformed for clients.



Revenues



During the twelve month period ending March 31, 2004, the Companys revenues from continuing operations $54,312 compared to $39,262 for the same period ended March 31, 2003.  Revenues are principally from services and commissions from providing marketing plans, services related to marketing services and sales from health related products. Revenues from marketing activity are recognized when the services are performed.  Sales from health related products are recognized when the product is shipped.



Operating Expenses



During the twelve months ended March 31, 2004, the Company incurred $ 104,135 in operating expenses from continued operations as compared to $302,495 in the same period in 2003. The decrease from year to year was a decrease in Selling, General and Administrative expenses and the having been a one time write-down of the inventory of an acquired subsidiary in fiscal 2003.



Material changes in financial condition, liquidity and capital resources



At March 31, 2004, the Company had $536 in cash and cash equivalents compared to $333 for the same period in 2003.  The Company had a negative working capital of approximately $819,785 at March 31, 2004 compared to a negative $846,032 for the same period in 2003.  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.

































10

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004





Item 7.  Financial Statements.













INDEPENDENT AUDITORS REPORT





Board of Directors

Interactive Multimedia Network, Inc.

Jersey City, New Jersey



We have audited the accompanying consolidated balance sheet of Interactive Multimedia Network, Inc. and subsidiaries as of March 31, 2004, and the relatedconsolidated statements of income, shareholders deficit and cash flows for the year then ended.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Interactive Multimedia Network, Inc. and subsidiaries as of March 31, 2004, and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 5 to the financial statements, the Company has experienced an operating loss that raises substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 5.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The financial statements of Interactive Multimedia Network, Inc. and subsidiaries as of March 31, 2003, were audited by other auditors whose report dated July 13, 2003 expressed an unqualified opinion on those statements.



Dischino & Associates, P.C.

Fairfield, New Jersey



July 13, 2004



-











11



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INDEPENDENT AUDITORS REPORT









Board of Directors

Interactive Multimedia Network, Inc.



I have audited the accompanying consolidated balance sheet of Interactive Multimedia Network, Inc. and subsidiaries as of March 31, 2003 and the related consolidated statements of income, shareholders equity (deficiency) and cash flows for the year ended.  These financial statements are the responsibility of the Companys management.  My responsibility is to express an opinion on these financial statements based on my audit.



I conducted my audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated  financial position of Interactive Multimedia Network, Inc. and subsidiaries as of March 31, 2003, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 5 to the financial statements, the Company has experienced an operating loss that raises substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are also described in Note 5.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.











/s/ Mark Cohen

Mark Cohen C.P.A.

A Sole Proprietor Firm





Hollywood, Florida

July 13, 2003



















12



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|INTERACTIVE MULTIMEDIA NETWORK, INC.       
|-------------------------------------------
|CONSOLIDATED BALANCE SHEET                 
|MARCH 31, 2004 AND MARCH 31, 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

13



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|INTERACTIVE MULTIMEDIA NETWORK, INC.               
|---------------------------------------------------
|CONSOLIDATED STATEMENT OF OPERATIONS               
|FOR THE YEARS ENDED MARCH 31, 2004 AND 2003        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|REVENUE                                            
|                                                   
|COST OF GOODS SOLD                                 
|                                                   
|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)                             
|Interest expense                                   
|                                                   
|TOTAL OTHER INCOME (EXPENSE)                       
|                                                   
|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

14



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|INTERACTIVE MULTIMEDIA NETWORK, INC.           
|-----------------------------------------------
|CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
|                                               
|                                               
|                                               
|Balance, beginning April 01, 2002              
|Issuance of common stock for services          
|Issuance of common stock for research and      
|development costs                              
|Issuance of common stock for product costs     
|Issuance of common stock for acquisitions      
|Record non cash rent expense applied against   
|paid in capital                                
|Net loss twelve months ended March 31, 2003    
|Balance, ending March 31, 2003                 
|Issuance of common stock for services          
|Issuance of common stock for research and      
|development costs                              
|Issuance of common stock for product costs     
|Issuance of common stock for stock options     
|Record non cash rent expense applied against   
|paid in capital                                
|Net income twelve months ended March 31, 2004  
|Balance, ending March 31, 2004                 



See independent auditors' report and notes to financial statements

15



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|INTERACTIVE MULTIMEDIA NETWORK, INC.                  
|------------------------------------------------------
|CONSOLIDATED STATEMENT OF CASH FLOWS                  
|FOR THE YEARS ENDED MARCH 31, 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

16



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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













17



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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











18



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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.  Advertising expense was approximately $1,000 and $8,911 for fiscal year 2004 and 2003 respectively.



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.























19



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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













20



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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





March 31,



Property and Equipment:

2004

2003

Furniture and Fixtures

$     4,770

$      4,770

Equipment

5,137

5,136

Computer Equipment

24,568

24,568

Software

1,626

1,626

Website

53,250

53,250



89,351

89,350

Less:  Accumulated depreciation and amortization

50,998

50,329

Property and equipment, net

$   38,353

$     39,021



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. is currently a party to several lawsuits in which the total amount being requested for recovery from AutoSmart USA, Inc. is approximately $280,332.



NOTE 5  GOING CONCERN



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The Company reported a net loss of $57,065 and $274,242 for the years ended March 31, 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 cash flow from operations to meet current operating expenses and overhead.  Management has continued











21



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5  GOING CONCERN (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

Net Sales

1,350,673

Income before income taxes

(692,373)

Provision for income taxes

-

Income from discontinued operations

(692,373)



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 March 31, 2004 the Company was obligated to the former President for a total of $9,970.



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 year ended March 31, 2004 was $18,426 and $18,100 for the year ended March 31, 2003.



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 $1,200 for the fiscal year ended March 31, 2004 and $1,200 for the fiscal year ended March 31, 2003.













22



---

INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 March 31, 2004 is $126,387 which includes approximately $24,219 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.

























23



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 year ended March 31, 2004



Marketing

Health      Corporate  Consolidated

Services

Products    and Other        Total



Net sales to external customers

$  54,312

$          -

$       -

$  54,312

Segment operating profit (loss)

(49,917)

-

(7,148)

(57,065)

Segment assets

59,071

239

-

59,310

Depreciation and amortization

669

-

-

669

Capital Additions

-

-

-

-

Interest Income

-

-

-

-

Interest Expense

-

-

7,148

7,148























24



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INTERACTIVE MULTIMEDIA NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11  BUSINESS SEGMENT INFORMATION (continued):



For year ended March 31, 2003



Marketing and



Internet related

Health       Corporate  Consolidated

Services

Products    and Other        Total



Net sales to external customers

$  35,445

$   3,817

$        -

$   39,262

Segment operating profit (loss)

(31,034)

(31,953)

(211,255)

(274,242)

Segment assets

40,051

239

-

40,290

Depreciation and amortization

7,759

-

-

7,759

Capital Additions

-

-

-

-

Interest Income

-

-

-

-

Interest Expense

-

-

6,148

6,148



The Companys operations by geographic area are as follows:



Net sales to external customers



For years ended March 31,

2004

2003

U.S.  continued operations

$      54,312

$      39,262

U.S.  discontinued operations

-

-

Other

-

-



$      54,312

$        39,262



Long-lived assets





For years ended March 31,

2004

2003

U.S.

$      38,352

$      39,021

Other

-

-

$      38,352

$      39,021

























25

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



The Company filed an 8-K on June 30, 2004 accepting the resignation of its then auditor Mark Cohen, CPA and appointing a new auditor Michael Albanese, CPA.  There were no disagreements between the Company and Mr. Cohen on accounting or financial disclosure.



The Company filed an 8-K on July 14, 2004 accepting the resignation Michael Albanese, CPA and appointing a new auditor Dischino & Associates, P.C.  There were no disagreements between the Company and Mr. Albanese on accounting or financial disclosure.



Item 8a.  Controls And Procedures



The Registrants President and Principal Accounting Officer have evaluated the Registrants disclosure controls and procedures within 90 days of the filing date of this annual report.  Based upon this evaluation, the Registrants President and principal Accounting Officer concluded that the Registrants disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange Commission.



There were no significant changes in the Registrants internal controls or, to the knowledge of the management of the Registrant, in other factors that could significantly affect these controls subsequent to the evaluation date.



Item 9. Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act



The following table sets forth the directors and executive officers of the Company.



Name

Age

Position

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

Richard J. Verdiramo

40

Director, President, CEO

Robert Gilbert

60

Director, Vice-President, COO



BIOGRAPHIES



RICHARD J. VERDIRAMO is the President and CEO of the Company. Mr. Verdiramo has extensive experience in the management of brand development and the marketing of consumer products. From 1988 through 1996, Mr. Verdiramo operated a management and marketing consultancy that focused on the development of marketing strategies for consumer products. Mr. Verdiramo graduated from Providence College.



ROBERT J. GILBERT is the Vice President and COO of the Company. Mr. Gilbert was President of Convenient Solutions, Inc., a company formed by him that provided products and training systems to practitioners in the optical industry. Prior to his formation of Convenient Solutions, Inc., in 1985, Mr. Gilbert founded Colorlogic, a graphic arts consultancy, which provided analytical costing and production methods to major international corporations based in the NY metro area. In 1974, Mr. Gilbert co-founded Colortronics, a printing and color separation business. Mr. Gilbert graduated from the University of Pittsburgh.



Board of Directors



All directors of the Company hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

26



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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



The Company's By-Laws eliminate the personal liability of officers and directors to the fullest extent permitted by Delaware Law. The effect of such provision is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was lawful.



There are no committees of the Board, which acts as the full Board with respect to any matter. No compensation is paid to any director, as such, for his or her services, but, by resolution of the Board of Directors, a fixed sum or expense for actual attendance at each regular or special meeting by the Board may be authorized.



Compliance with Section 16(a) of the Exchange Act



Based solely on a review of Forms 4 and 5 furnished to the Company and filed with the Securities  and Exchange Commission under Rule  16a-3(e) promulgated under the Securities Exchange Act of 1934, the Company believes that all directors, officers and beneficial owners of more than 10% of any class of equity securities filed on a timely basis the reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.



Item 10. Executive Compensation



The following table reflects compensation for services to the Company for the fiscal years ended March 31, 2003, 2002 and 2001 of the executive officers. No other executive officer of the Company received compensation which exceeded $100,000 during this period.



SUMMARY COMPENSATION TABLE



ANNUAL COMPENSATION

LONG TERM COMPENSATION

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

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

Name and

Other

Restricted

Principal

Annual  Stock

Position

Year

Salary ($)

Bonus ($)

Comp. ($)

Awards (1)($)

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

Richard J.

2004

$   -0-

-0-

-0-

20,000

Verdiramo

2003

$   -0-

-0-

-0-

-0-

President

2002

$   -0-

-0-

-0-

-0-



Robert G.

2004

$    -0-

-0-

-0-

15,000

Gilbert

2003

$    -0-

-0-

-0-

15,000

COO, VP (2)

2002

$    -0-

-0-

-0-

-0-



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

(1)

In July 2003 the Board of Directors issued shares under Section 4(2) of the Securities Act to Mr. Gilbert for services rendered to the Company during the fiscal year ended March 31, 2003, this award of was valued at 415,000. In February 2004 the Board of Directors issued shares under Section 4(2) of the Securities Act to Messrs. Verdiramo and Gilbert for services rendered to the Company during the fiscal year ended March 31, 2004, this award of was valued at $20,000 and $15,000, respectively.

(2)

Robert G. Gilbert joined the Company in February 2002 and serves as the COO.





27



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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



Item 11. Security Ownership of Certain Beneficial Owners and Management



The table below sets forth information with respect to the beneficial ownership of the Common Stock by (i) each of the directors and executive officers of the  Company, (ii) each person known by the Company to be the beneficial owner of five percent or more of the outstanding Common Stock, and (iii) all executive officers and directors as a group, as of March 31, 2004.  Unless otherwise indicated, the Company believes that the beneficial owner has sole voting and investment power over such shares.



Title

Name and Address

Amount and Nature

Percent

of Class

of Beneficial Owner

of Beneficial Ownership

of Class

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

Common

Richard J. Verdiramo (1)

1,000,000

7.48%

3163 Kennedy Boulevard

Jersey City, New Jersey 07306

Common

Robert J. Gilbert

600,000

4.49%

3163 Kennedy Boulevard

Jersey City, New Jersey 07306

Common

Marion H. Verdiramo (2)

3,400,930

24.46%

3163 Kennedy Boulevard

Jersey City, New Jersey 07306

Common

All Officers and Directors

as a Group- Two People

1,600,000

11.98%

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

(1)   President and son of Marion H. Verdiramo

(2)   Mother of Richard J. Verdiramo



Item 12. Certain Relationships and Related Transactions



The Company utilizes office space that is provided to it rent free by the law firm of Verdiramo & Verdiramo, P.A., which is owned and operated by Vincent L. Verdiramo, and Vincent S. Verdiramo. Messrs. Verdiramo are the father and brother of the current President, Richard J. Verdiramo. 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 of has been reflected in the financial statements as rent expense with is offset to Paid in Capital in the amount of $1,200 for the Fiscal Year Ended March 31, 2004.



PART III



Item 13. Exhibits, List and Reports on Form 8-K



(A)   Exhibits required by Item 601



(3)(i)  Articles of Incorporation, Filed with 10SB12G, August 24, 1999

(3)(ii)  Bylaws, Filed with 10SB12G, August 24, 1999

Exhibit 99.1 - CEO Certification Accompanying Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)



(B)   REPORTS ON FORM 8-K:



The Company filed two reports on Form 8-K during the fiscal year ended March 31, 2004.

28



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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



The Companys board of directors reviews and approves audit and permissible non-audit services performed by the authorized independent public accountants as well as the fees charged by the authorized independent public accountants for such services.  In its review of non-audit service fees and its appointment of the authorized independent public accountants as the Company's independent accountants, the board of directors considered whether the provision of such services is compatible with maintaining the authorized independent public accountants independence. All of the services provided and fees charged by the authorized independent public accountants during the fiscal years represented in this report were pre-approved by the board of directors.



Audit Fees



The aggregate fees billed by the authorized independent public accountants for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-KSB for 2004 and 2003 were $11,000 and $10,000 respectively, net of expenses.



Audit-Related Fees



There were no other fees billed by the authorized independent public accountants during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.



Tax Fees



The Company incurred no fees for taxes during the last two fiscal years.



All Other Fees



There were no other fees billed by the authorized independent public accountants during the last two fiscal years for products and services provided by authorized independent public accountants.



































29

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INTERACTIVE MULTIMEDIA NETWORK, INC.

Report on Form 10-KSB

For the Fiscal Year Ended March 31, 2004





SIGNATURE





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: July 14, 2004

By:  /s/ Richard J. Verdiramo

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

Richard J. Verdiramo, Chairman



































































30