FORM 10-Q-SB-A2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter ended September 30, 1999

                                       AND

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-26699

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                         Reliant Interactive Media Corp.

                          formerly Reliant Corporation

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  Nevada                                                              87-0411941
(Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)


2701 N. Rocky Point Dr., Suite 200, Tampa, Florida                         33607
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:       (813) 282-1717


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


Securities registered pursuant to Section 12(g) of the Act:     6,135,440

Yes [X] No [ ] (Indicate by check mark whether the  Registrant (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.)

As of September 30, 1999 the number of shares  outstanding  of the  Registrant's
Common Stock was 6,135,440.


<PAGE>



                          PART I: FINANCIAL INFORMATION

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                          Item 1. Financial Statements.
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           Attached  hereto  and  incorporated  herein  by  this  reference  are
consolidated unaudited financial statements (under cover of Exhibit F3Q) for the
three  months and nine  months  ended  September  30,  1999,  and the year ended
December  31,  1998.  These  financial  reports are  supplemented  by  unaudited
financial  statements  for the three and six months  ended June 30,  1999 (under
cover of Exhibit  F2Q),  and for the three  months  ended  March 31, 1999 (under
cover of Exhibit F1Q).

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       Item 2. Management's Discussion and Analysis or Plan of Operation.
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(a)  Plan of Operation.

     (1) Plan of Operation for the next twelve months.

Cash Requirements and of Need for additional funds, twelve months

     We  are "a  development  stage  Company"  and  have  only  limited  capital
resources. While revenues are increasing significantly,  it is necessary for the
Company to seek additional  capital over time to optimize the accomplishment its
business plan. The following  disclosure treats our interim funding for the year
now past, and our plans and arrangements for future funding.

     On or about February 23, 1999,  the Company  received  $330,000.00  for the
sale of  1,000,000  new  investment  shares of common  stock  (before the second
reverse split) from six highly  sophisticated  investors.  For information about
these investors, please refer to Item 4 of Part II, RECENT SALES OF UNREGISTERED
SECURITIES.  This  special  investment  program  was  specifically  targeted  to
infomercial  production,  by means of a  special  royalty  arrangement  with the
investors:  the investors  will receive an aggregate of 5% of the gross revenues
(as defined by agreement)  from sales  generated by four specified  infomercials
produced,  until 120% of the  investment  has been  returned  to the  investors.
Thereafter,  the  percentage  received by these  investors will be reduced to an
aggregate  of 4%. The price was arrived at in  arms-length  negotiations  in the
context of the entire  transaction.  The Company  expects to value the 1,000,000
shares at the investment  price of $330,000.00 and to treat royalty  payments to
investors  as  expenses,  in the same  manner as if  royalty  payments  were not
connected with the purchase of shares.

     These  1,000,000  shares are included in the  earnings per share  analysis,
found in the financial statements of this Registrant.

     On or about  March 24,  1999,  the  Company  made an  agreement  with Oasis
Entertainment's  Fourth Movie  Project,  Inc. (a related party  transaction)  to
provide  funding  in the  amount  of  $250,000.00  for use  specifically  in the
production of three additional infomercials.  Oasis is to receive 250,000 shares
(after the second  reverse-split) of common stock upon completion of the funding
in April,  plus a royalty of 2% of the adjusted  gross  revenues  derived on all
products designated in the agreement until Oasis has been paid $625,000.00,  and
thereafter 1% thereof in perpetuity.  This transaction is deemed to be a related
party for the reason that,  and only for the reason that,  Karl Rodriguez is the
fourth Director of this registering Company and is also Secretary and a Director
of Oasis  Entertainment's  Fourth Movie Project,  Inc. These 250,000 shares have
been authorized,  but not issued yet. The Company expects to value the shares at
$250,000.00.  The  Registrant  will  treat  royalty  payments  to  investors  as
expenses, in the same manner as if royalty payments were not related to purchase
of  shares.  The  shares  are  treated  as if  issued  for  earnings  per  share
calculations.


                                        2

<PAGE>



     We were  able to  generate  enough  sales  revenues  to  satisfy  our  cash
requirements  through the end of 1999.  Our evaluation of the next twelve months
is different.

     Without regard to whether current  revenues might be sufficient to maintain
liquidity,  new projects must be undertaken to generate future  revenues.  Every
media-marketing  project has a useful life,  some longer or shorter than others,
but all eventually run their course. We do not consider it prudent to be passive
about generating new projects, and we have determined that significant new funds
are highly desirable, and possibly necessary to aggressively approach operations
in year 2000.

     The Registrant has entered into two letter  agreements  with  Institutional
Equity Corporation ("IEC"):

     First, an engagement  letter for IEC to conduct a private placement for us,
to raise a minimum of $500,000 and a maximum of $2,000,000 (to be in reliance on
Regulation D, Rule 506, and section 4(2) of the Securities  Act of 1933).  Units
consisting of 10,000 shares each are to be sold for $20,000 each. This placement
had been opened and must be completed by March 31,  2000,  unless  extended by a
maximum  of 90  additional  days.  IEC is to be paid a fee  equal  to 10% of the
proceeds and has the right to acquire up to 100,000  shares of common stock,  at
$3.00 per share, for every million dollars raised, or a proportional  fractional
adjustment.  This right to acquire shares lasts until 18 months from the closing
of the placement. The placement is on a best efforts basis. There is no guaranty
that any shares will be placed.

     Second,  a firm commitment has been received from IEC to raise  $10,000,000
in a registered  offering of securities.  The structure of this offering has not
been  determined.  Gross  underwriting  discounts  of  approximately  10% of the
offering price and a 2%  non-accountable  expense allowance is to be paid to IEC
from these offering proceeds.  A $50,000 fee has been paid towards an advance of
$100,000 to be applied against the gross underwriting commissions.  The expenses
of IEC in  connection  with  this  offering  will  also be  reimbursed  from the
offering  proceeds  and are  estimated  to be  $650,000.  IEC will also  receive
warrants  for 10% of the  securities  purchased by  underwriters,  good for four
years, at an exercise price of 120% of the offering price.

     While there is no guaranty that funding plans will materialize as expected,
we believe that our present arrangements will provide sufficient working capital
to optimize operations for the next twelve months.

Summary of Product Research and Development

     The Company's  product  development/marketing  department is the most vital
component  of the  Company.  Kevin and Tim  Harrington,  along with Mel  Arthur,
actively  participate  on a daily  basis in the ongoing  effort to research  and
develop new products that may be suited for direct response television marketing
and subsequent marketing through  non-infomercial  distribution  channels.  This
group develops new product ideas from a variety of sources, including inventors,
suppliers,   trade  shows,  industry   conferences,   strategic  alliances  with
manufacturing and consumer product companies and the Company's ongoing review of
new  developments  within  its  targeted  product  categories.  As a  result  of
management's  prominence in the infomercial and retail television  industry,  it
also receives  unsolicited new product proposals from independent third parties.
During the evaluation phase of product  development,  the Company  evaluates the
suitability of the product for television  demonstration and explanation as well
as the  anticipated  perceived  value of the  product to  consumers,  determines
whether an  adequate  and  timely  supply of the  product  can be  obtained  and
analyzes  whether  the  estimated  profitability  of the product  satisfies  the
Company's criteria.


                                        3

<PAGE>



     The  Company  is  devoting   attention  to  the  development  and  products
specifically  targeted at markets  outside of North  America.  The Company  will
review its  infomercial  library on an ongoing  basis to select  those  products
which it  believes  will be  successful  in Europe  and/or Asia and/or its other
international  markets.  When a product which was initially sold domestically is
selected for international  distribution,  the infomercial is dubbed and product
literature  is created in the  appropriate  foreign  languages.  In addition,  a
review of the product's and the infomercial's  compliance with the local laws is
completed. The Company's licensed distributor then begins airing the infomercial
internationally.  The Company also airs shows and distributes  products of other
independent domestic infomercial companies.

     The Company  obtains the rights to new  products  created by third  parties
through various licensing  arrangements generally involving royalties related to
sales of the  product.  The amount of the royalty is  negotiated  and  generally
depends upon the level of involvement of the third party in the  development and
marketing of the product.  The Company  generally pays the smallest royalty to a
third party that only provides a product concept. A somewhat higher royalty to a
third party that has fully  developed and  manufactured  a product.  The Company
also obtains the rights to sell  products  which have  already  been  developed,
manufactured and marketed through infomercials  produced by other companies.  In
such cases, the Company  generally pays a higher royalty rate to the third party
because of the relatively  small amount of the Company's  resources  required to
develop the product.  The Company generally seeks exclusive  worldwide rights to
all products in all means of  distribution.  In some cases, the Company does not
obtain all marketing and distribution  rights, but seeks to receive a royalty on
sales made by the licensor pursuant to the rights retained by the licensor.

     Expected purchase or sale of plant and significant equipment. None.

     Expected significant change in the number of employees. None.


(b)  Discussion and Analysis of Financial Condition and Results of Operations.

     Development  Stage/Going Concern.  There are two material thresholds in the
transition of this Company,  from Development Stage to Going Concern.  The first
is the commencement of limited operations, during 1998, and the first quarter of
1999.  The second is the  achievement  of  substantial  revenues and the dawn of
profitability,  corresponding  to the  second  quarter of 1999,  with  continued
improvement  throughout  that year.  While the  Harringtons  began some  limited
operations in 1998, their two companies were not acquired as subsidiaries  until
August of that year. The  Harringtons  honored certain  non-compete  agreements,
with HSN Direct, a division of Home Shopping Network,  which expired in December
of 1998.  During the interim  period,  the  Harringtons  located,  developed and
prepared  for  production  and  rollout of various  products.  For that  reason,
full-fledged operations were not launched until April of 1999. While the affairs
of the Company improved  consistently  from 1998, the second quarter of 1999 was
the first profitable quarter, and is the first quarter of unlimited  operations.
For these reasons, management refers to this Company as in its Development Stage
for 1998, and for the first quarter of 1999,  and as an operating  company and a
going concern during the second quarter of 1999.

     In 1998, the company closed the year with a loss, with minimal revenues, in
pre-launch  development  mode,  but these results are not deemed to reflect true
business operations. In 1998, the company had significant expenses that resulted
in a loss for the year.  Revenues increased  significantly in 1999; however such
increase should not be considered dramatic,  for 1999 was the first real year of
operation  under our present  business  plan. The first quarter was one in which
the  Harringtons  put in place  personnel  and  selected  the first  products to
produce.


                                        4

<PAGE>



     The second quarter was one in which we aired two successful shows (Trash or
Treasure  and  Sobakawa  Insoles).  We also aired  other shows which were not so
successful in that quarter. It is not to be expected that every project would be
a stellar  success,  and two successes in a single  quarter is considered a good
result by us.

     During the third quarter,  we increased staff with a producer and associate
producer  for our  infomercials,  to have better  continuity  and control of the
details of our production  activities.  These are two new salaried  individuals.
Several  other  shows  were  tested  during  this  period.  Two of  them  became
successful  (Wonder Steamer and Pest Offense).  We also developed our successful
computer infomercial.

     During the final quarter of 1999,  sales continued to grow from projects in
place,  led by those  developed  in the  previous  quarters and the new computer
infomercial.

     Management believes that revenues and growth will continue to increase, but
to  achieve  the  continued  growth  of  the  Company's  business,  advertising,
promotional and production  expenses will remain  significant.  While the upside
potential  from  successful  infomercial  marketing is  tremendous,  the risk of
failure is always  present.  Some of the projects may fail,  or all may fail. If
some are successful, the success may offset the losses from others significantly
or  may  not.   Accordingly,   there  can  be  no  assurance  that   substantial
profitability  will be sustained in the next twelve  months in proportion to the
rate of growth achieved in 1999.

     Revenues are Increasing. There were no revenues in 1997. Sales in 1998 were
$120,234,  which was  $60,118 for the first half,  and  $60,116,  for the second
half.  Corresponding  amounts for the first quarter, and second quarter of 1999,
were  $352,483  and  $3,135,013.  1998  operations  have been  characterized  as
limited. They consisted of the sale of cigarette lighters and the marketing of a
single  non-infomercial  television show. In 1998, Gross Margins,  after cost of
goods sold, was only 45%; whereas that margin has been stable between 85% to 86%
of Gross Sales,  for the first half of 1999. This  improvement is largely due to
the difference  between  limited  operations,  and the economy and efficiency of
unlimited operations, beginning in April of 1999. It is also attributable to the
marketing of different products from those currently offered by the Company.

     Thus the sales of the first half of 1999 total $3,477,490.  The increase in
the second 1999 quarter reflects the launching of full operations in April, more
completely  reflected by the end of the second half of 1999. The significance of
these  figures is not only that revenues have  increased  exponentially,  due to
operations,  but that the Company has achieved marginal profitability during the
second quarter, the three months ended June 30, 1999.

     Revenues  have  improved in every  quarter of operations in 1999. We expect
them to  continue  to  improve  in the  next  twelve  months.  Although  certain
expenses, such as production and media costs are related to revenue creation and
would rise in some proportion to revenues, there are other expenses that are not
expected to rise proportionally.  General and administrative  expenses would not
rise as  projects  increase  and  revenues  improve.  We are  able  to  generate
increasing revenues without significant increase in employees, as production and
fulfillment activities are generally  out-sourced.  The Company has new products
to sell each  period,  in  additions  to others,  so that the number of products
increase  from  period to period.  For the first  quarter  there were 5, for the
second 8, the third 8, and the fourth 10  products  for sale.  We just  recently
initiated  marketing  of products on QVC home  shopping  channel.  On QVC we are
beginning to sell some products in the traditional  short-form live segment that
are seen on television  shopping networks.  These new revenues are insubstantial
as of the end of 1999,  but are  expected to become a  significant  component of
total revenues as more products are sold and exposure  increases on the shopping
network.


                                        5

<PAGE>



     Product sales are expected to increase in direct  proportion to our ability
to acquire  media time to promote  them.  It is for this reason that  increasing
revenues do not provide  assurance that markets have been saturated with as much
advertising as would be productive. For this reason, additional capital, whether
or not necessary for fundamental  survival, is desired and important for optimum
growth.

     Cost of goods sold  included  the total cost of acquiring  actual  products
acquired for resale. Returns and allowances are deducted from sales.

     Operating   Expenses   would  be  expected  to  increase  with   increasing
operations.  Expenses in 1998 were  attributable  to the  marketing of different
products than those which form the core of the Company's  current  business.  In
general, expenses have decreased as a percentage of sales.

================================================================================
General and Administrative Expenses            $           Sales     % of Sales
--------------------------------------------------------------------------------
all of 1998                              792,533         120,234         659.16
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first quarter 1999                       337,843         352,483          95.85
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second quarter 1999                    1,010,984       3,135,013          32.25
================================================================================
third quarter 1999                     1,299,014       5,918,342          21.95
================================================================================

      These figures reflect a continuing  improvement in this relationship,  due
to expanding  operations,  additional products and customers.  These expenses do
not rise proportionally as revenues increase.  General & Administrative expenses
include  the  following:   fulfillment  costs;  sales  commissions;   royalties;
automobile expense;  banking fees; consulting fees; insurance;  office supplies;
postage & delivery; professional fees; salaries and wages; telephone; and travel
& entertainment.


================================================================================
Research and Development              $                 Sales        % of Sales
--------------------------------------------------------------------------------
all of 1998                      41,449               120,234             34.47
--------------------------------------------------------------------------------
first quarter 1999                4,754               352,483              1.35
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second quarter 1999              25,401             3,135,013              0.81
================================================================================
third quarter 1999               10,465             5,918,342              0.18
================================================================================

     These figures reflect that Research and Development is trending downward as
a decreasing  percentage of sales.  Research and Development costs should remain
constant as they represent costs  associated with development of new infomercial
promotional  projects,  rather  than  new  technologies.  It  does  not  include
royalties on rights acquired. It does not include the cost of acquiring products
for resale.  It does not include  production  and media costs or  marketing.  It
involves searching for new products, obtaining rights to sell them, and possible
refinement in the products,  to achieve more economic  manufacture and resale at
attractive  pricing.  At any given time, there are one or two  products/projects
under  development.  While  the  costs  are  expected  to  remain  substantially
constant, they would be expected to decrease as a percentage of sales.




                                        6

<PAGE>



================================================================================
Production and Media Costs             $               Sales         % of Sales
--------------------------------------------------------------------------------
all of 1998                          -0-             120,234               0.00
--------------------------------------------------------------------------------
first quarter 1999               355,279             352,483             100.79
--------------------------------------------------------------------------------
second quarter 1999            1,168,432           3,135,013              37.27
================================================================================
third quarter 1999             2,778,243           5,918,342              46.94
================================================================================

     These  expenses were not a factor in 1998,  due to the differing  nature of
products marketed. These figures for 1999 reflect an improvement in the ratio of
these expenses to sales, even as total costs increase with expanding operations.
Production  and  media  costs,   consisting  of  the  cost  of  producing  media
productions and the costs of buying media slots,  are estimated to settle in the
range of 40% to 50% of sales,  overall.  This average allows for less successful
or unsuccessful projects. Media expenses for successful projects will be between
35% and 46% of sales, proportionally.

================================================================================
Marketing                             $                 Sales        % of Sales
--------------------------------------------------------------------------------
all of 1998                     339,877               120,234            282.68
--------------------------------------------------------------------------------
first quarter 1999              202,596               352,483             57.48
--------------------------------------------------------------------------------
second quarter 1999              72,399             3,135,013              2.31
================================================================================
third quarter 1999              585,515             5,918,342              9.89
================================================================================

     These  figures  reflect an  improvement  in the ratio of these  expenses to
sales,  even as total  costs  increase  with  expanding  operations.  Marketing,
consisting of consumer relations and internet promotion is expected to decrease,
as a percent of sales over time. Marketing includes Telemarketing expense, other
marketing  expenses and prepaid  advertising.  It does not include media buys in
direct infomercial  advertising for immediate product  fulfillment.  Those items
are production and media expenses.


================================================================================
Rent                                   $              Sales        % of Sales
--------------------------------------------------------------------------------
all of 1998                       48,226            120,234             40.11
--------------------------------------------------------------------------------
first quarter 1999                12,951            352,483              3.67
--------------------------------------------------------------------------------
second quarter 1999               17,001          3,135,013              0.54
================================================================================
third quarter 1999                15,205          5,918,342              0.26
================================================================================

     We had leased initially  approximately four thousand (4,000) square feet of
office space  pursuant to a year lease for our  Clearwater,  Florida,  principal
executive offices. The lease, which commenced in 1999, provided for monthly rent
of $6,750.42,  or annual rent payments of $81,005.04 The facility encompassed 25
separate  offices and a board room. Some  additional  space was later taken at a
monthly rent of $16,400.00, which annualized to $196,800.00.


                                        7

<PAGE>



     We have  entered  into a new lease for Suite 200,  Island  Center,  2701 N.
Rocky Point Drive,  Tampa Florida  33607,  dated January 13, 2000, and commenced
February 25,  2000.  The premises  leased  constitutes  5,923 square feet on the
second floor,  and an additional  1,080 square feet of unallocated  space in the
building.  We estimate that rent expenses will be about $40,000 per quarter, for
the next year and increase  approximately 4% per year over the five year term of
the lease,  net of  subleases,  and will continue to decrease as a percentage of
sales.

================================================================================
Total Operating Expenses                  $             Sales         % of Sales
--------------------------------------------------------------------------------
all of 1998                       1,228,714           120,234           1,021.94
--------------------------------------------------------------------------------
first quarter 1999                  915,099           352,483             259.62
--------------------------------------------------------------------------------
second quarter 1999               2,314,303         3,135,013              73.82
================================================================================
third quarter 1999                                  5,918,342               0.00
================================================================================

     This  comparison  shows that total  operating  expenses are  declining as a
percentage  of  sales,  even as total  expenses  are  increasing  with  expanded
operations.  These  tables  also  illustrate  the  significance  of  the  second
operating quarter of 1999, when operations turned  decisively  favorable.  Total
operating expenses as a percent of sales will remain in the range of 75% to 80%,
as sales increase.  The largest single segment,  and most material factor, is in
the direct  operating  area of  infomercial  production  and media costs.  These
operations  are not only the major area of expense,  but it is these  activities
which drive sales.  It is generally  reliable in this industry that higher media
costs are required for increased sales.

     Profitability,  as indicated previously,  appeared in the second quarter of
1999.

================================================================================
Operating Income (Loss)                 $              Sales         % of Sales
--------------------------------------------------------------------------------
all of 1998                    (1,134913)            120,234            (943.92)
--------------------------------------------------------------------------------
first quarter 1999              (631,147)            352,483            (179.06)
--------------------------------------------------------------------------------
second quarter 1999              374,830           3,135,013              11.96
================================================================================
third quarter 1999               396,815           5,918,342               6.70
================================================================================

     The achievement of profitability,  in the second quarter, does not guaranty
that the trend to increasing  profitability will follow.  However, it appears to
management that operations are expanding in an orderly and promising manner, and
that expenses are being managed  appropriately.  Profitability has improved with
sales. As most other costs remain  constant,  or decrease,  as percent of sales,
total  profitability,  as such a percentage,  will fluctuate  inversely with the
cost of goods sold. Product costs, as distinguished from infomercial  production
and media  costs,  must be kept under  control to maintain  real  profitability.
While  higher  media  profile  and  quality of  infomercial  production  tend to
increase sales,  increased cost of products sold would have a depressing  effect
upon  profitability.   On  the  one  hand,   Infomercial  products  need  to  be
attractively  priced.  On the other,  the cost of producing the products must be
controlled and managed well.


                                        8

<PAGE>



     Gross  Margins on the  financial  statements  indicate  the amount by which
Sales exceed the Cost of Goods Sold. In view of the insubstantial nature of 1998
activities,  and their lack of  relationship  to current  products and marketing
methods, the comparison of 1998 to 1999 periods is not believed to be materially
instructive or useful.  It is clear,  however,  from the Registrant's  Financial
Statements,  that the Gross Margins during the three months last ended September
30, 1999, represent more than half of the total for the nine months so ended.

     Management  believes that this last analysis is the most salient  indicator
of increasing profitability.

     Balance  Sheet.  As  previously  stated the dramatic  increase in corporate
financial  condition  during  1999,  as  compared  to  1998,  is not  considered
instructive.  The 1999 activities should be viewed as the start-up of a new mode
of business  activity in 1999, with some apparent success and improvement in the
financial  condition  of  the  Registrant,   due  particularly  to  increasingly
successful  operations.  Fortunes may change,  however,  and no  assurance  ever
exists that profitable trends will continue, or that the future will be like the
past. A company's  initial growth may not be indicative of a sustainable rate of
continued growth. While the Registrant has not yet achieved its potential, there
can be no certain  prediction  at what level its growth may slow, or when, if at
all, it may reach an optimum level of operations.

     Interest Income and Expense reflected on the Company's financial statements
refer to the company's ownership of a certificate of deposit,  pledged against a
loan.  The interest  income from the CD is shown.  The interest  expense for the
loan is shown.

     Conclusion.  While this  Company is  presently  able to manage its  present
phase of development,  for a indefinite  interim, it cannot regard its financial
condition as optimal.  Unless events in the future are favorable,  both in terms
of profit from operations now being undertaken, and also favorable in attracting
investor  interest,  the  Company  may not be able to  sustain  a stable  growth
pattern  for the  Company.  These  remarks  should  be  understood  in  context,
discussed   elsewhere,   that  increasing   revenues  are  expected  to  provide
substantially all of the requirements for continued operations at present levels
and for  some  possible  growth.  This  company  must  grow to  reach  its  full
potential.  For this reason,  stability at its present  levels is not considered
optimal for long-term growth.


                           PART II: OTHER INFORMATION

                            Item 1. Legal Proceedings

     There are no proceedings,  legal,  enforcement or administrative,  pending,
threatened  or  anticipated  involving  or  affecting  this  Issuer,  except  as
disclosed  herein.  The  Registrant  has been named as a defendant in California
state court action seeking damages for rent based upon an oral  lease/agreement.
Management has  cross-complained  against  certain third parties  believed to be
responsible.  Management  intends to defend this action  vigorously and does not
consider  this  action  to be  meritorious,  as  against  it,  or a  significant
financial exposure to it in any case.

                          Item 2. Change in Securities

                                      None

                     Item 3. Defaults Upon Senior Securities

                                      None

            Item 4. Submission of Matters to Vote of Security Holders



                                        9

<PAGE>



                                      None

                            Item 5. Other Information

     This Issuer has filed to Register  its common  stock under  ss.12(g) of the
Securities  Exchange  Act of 1934.  While  its  Registration  is  effective  for
purposes of invoking its reporting requirements,  its Form 10-SB has not cleared
final comments by the Staff of the Securities  and Exchange  Commission,  and is
not yet in its final form.  Persons accessing this Company's Form 10-SB filings,
on EDGAR or otherwise, should exercise caution and be aware that certain changes
in the final form may occur.


                    Item 6. Exhibits and Reports on Form 8-K
                                      None


                                  Exhibit Index

                       Financial Statements and Documents
               Furnished as a part of this Registration Statement

     Attached hereto and incorporated  herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit F3Q) for the three months
and nine months ended  September 30, 1999, and the year ended December 31, 1998.
These financial reports are supplemented by unaudited  financial  statements for
the three and six months ended June 30, 1999 (under cover of Exhibit  F2Q),  and
for the three months ended March 31, 1999 (under cover of Exhibit F1Q).

                                   SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended  September 30, 1999 has been signed below
by the following  persons on behalf of the Registrant and in the capacity and on
the date indicated.


Dated: March 8, 2000

                         Reliant Interactive Media Corp.

                          formerly Reliant Corporation

                                       by



/s/                                                                          /s/
---------------------------------             ----------------------------------
Kevin Harrington                                                  Tim Harrington
CHAIRMAN AND CEO/DIRECTOR                             PRESIDENT AND COO/DIRECTOR




/s/                                                                          /s/
---------------------------------             ----------------------------------
Mel Arthur                                                     Karl E. Rodriguez
EXECUTIVE VICE                                                SECRETARY/DIRECTOR
PRESIDENT/DIRECTOR



                                       10

<PAGE>





                                   Exhibit F3Q

                         UN-AUDITED FINANCIAL STATEMENTS

          for the three months and nine months ended September 30, 1999



                                       11

<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 1999 and December 31, 1998




                                       12
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                     ASSETS

                                                 September 30,      December 31,
                                                     1999              1998
                                                 -------------      -----------
                                                  (Unaudited)

CURRENT ASSETS

   Cash                                           $   189,025       $   122,257
   Accounts receivable, net                           797,686              --
   Inventory                                          104,459            27,342
   Prepaids                                           100,000              --
   Employee advances                                    9,610              --
                                                  -----------       -----------

     Total Current Assets                           1,200,780           149,599
                                                  -----------       -----------

PROPERTY AND EQUIPMENT

   Machinery and equipment                             25,925            25,925
   Office furniture and equipment                      45,292            45,292
                                                  -----------       -----------

     Total Property and Equipment                      71,217            71,217

     Less accumulated depreciation                    (18,286)          (10,258)
                                                  -----------       -----------

     Net Property and Equipment                        52,931            60,959
                                                  -----------       -----------

OTHER ASSETS

   Deposits                                              --              12,773
   Other assets                                        20,000              --
   Prepaid advertising                              1,537,387            85,302
   Patent and trademark costs                          26,668            26,668
                                                  -----------       -----------

     Total Other Assets                             1,584,055           124,743
                                                  -----------       -----------

     TOTAL ASSETS                                 $ 2,837,766       $   335,301
                                                  ===========       ===========



              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       13
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                              September 30,     December 31,
                                                                 1999               1998
                                                              -------------     -----------
                                                               (Unaudited)

<S>                                                            <C>              <C>
CURRENT LIABILITIES

   Accounts payable                                            $ 1,019,575      $    73,192
   Accrued expenses                                                 43,516            5,418
   Payable - related parties                                        96,952             --
   Notes payable - related parties, current portion                500,000             --
   Notes payable, current portion                                   40,000           40,000
                                                               -----------      -----------

     Total Current Liabilities                                   1,700,043          118,610
                                                               -----------      -----------

LONG-TERM DEBT

   Notes payable - related parties                                  87,500           87,500
                                                               -----------      -----------

     Total Long-Term Debt                                           87,500           87,500
                                                               -----------      -----------

     TOTAL LIABILITIES                                           1,787,543          206,110
                                                               -----------      -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Common stock: 50,000,000 shares authorized of $0.001
    par value, 6,135,440 and 3,373,570 shares issued
    and outstanding, respectively                                    6,135            3,374
   Additional paid-in capital                                    3,157,724        1,359,985
   Accumulated deficit                                          (2,113,636)      (1,234,168)
                                                               -----------      -----------

     Total Stockholders' Equity                                  1,050,223          129,191
                                                               -----------      -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 2,837,766      $   335,301
                                                               ===========      ===========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       14
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                  For the                         For the
                                              Three Months Ended              Nine Months Ended
                                                September 30,                   September 30,
                                         ---------------------------     ---------------------------
                                             1999            1998           1999             1998
                                         -----------     -----------     -----------     -----------

<S>                                      <C>             <C>             <C>             <C>
NET SALES                                $ 5,918,342     $    31,125     $ 9,155,832     $    91,243

COST OF GOODS SOLD                           817,272          17,223       1,331,677          50,551
                                         -----------     -----------     -----------     -----------

GROSS MARGIN                               5,101,070          13,902       7,824,155          40,692
                                         -----------     -----------     -----------     -----------

OPERATING EXPENSES

   Depreciation                                2,676           1,657           8,028           4,971
   Bad debt expense                              948            --            18,358            --
   General and administrative              1,299,014         176,696       3,396,841         508,088
   Research and development                   10,465           9,621          40,620          30,345
   Production and media costs              2,778,243            --         4,301,954            --
   Marketing                                 585,515         127,211         860,510         203,721
   Rent                                       15,205          10,917          45,157          35,031
                                         -----------     -----------     -----------     -----------

     Total Operating Expenses              4,692,066         326,102       8,671,468         782,156
                                         -----------     -----------     -----------     -----------

OPERATING INCOME (LOSS)                      409,004        (312,200)       (847,313)       (741,464)
                                         -----------     -----------     -----------     -----------

OTHER INCOME (EXPENSES)

   Interest expense                          (12,450)         (3,159)        (32,511)         (7,675)
   Interest income                               261             102             356             102
                                         -----------     -----------     -----------     -----------

     Total Other Income (Expenses)           (12,189)         (3,057)        (32,155)         (7,573)
                                         -----------     -----------     -----------     -----------

INCOME (LOSS) BEFORE INCOME
 TAXES                                       396,815        (315,257)       (879,468)       (749,037)

INCOME TAXES                                    --              --              --              --
                                         -----------     -----------     -----------     -----------

NET INCOME (LOSS)                        $   396,815     $  (315,257)    $  (879,468)    $  (749,037)
                                         ===========     ===========     ===========     ===========

BASIC INCOME (LOSS) PER SHARE            $      0.07     $     (0.11)    $     (0.17)    $     (0.30)
                                         ===========     ===========     ===========     ===========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                               5,815,222       2,817,235       5,207,545       2,520,451
                                         ===========     ===========     ===========     ===========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                       15
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                 Common Stock          Additional
                                          -------------------------     Paid-in      Accumulated
                                            Shares        Amount        Capital        Deficit
                                          -----------   -----------   -----------    -----------

<S>                                         <C>         <C>           <C>            <C>
Balance, December 31, 1997                  2,369,600   $     2,370   $   377,719    $   (99,255)

Capital contributions, 1998                      --            --         340,020           --

Common stock issued in recapitalization
 of Reliant Corporation                       570,400           570          (570)          --

Common stock issued for cash at an
 average price of $1.56 per share             329,770           330       513,170           --

Common stock issued for services
 valued at $1.25 per share                    103,800           104       129,646           --

Net loss for the year ended
 December 31, 1998                               --            --            --       (1,134,913)
                                          -----------   -----------   -----------    -----------

Balance, December 31, 1998                  3,373,570         3,374     1,359,985     (1,234,168)

Common stock issued for cash at an
 average price of $0.86 per share
 (unaudited)                                1,098,000         1,098       938,902           --

Common stock issued for services
 valued at $1.15 per share (unaudited)         43,700            43        50,457           --

Fractional shares issued in the reverse
 stock split (unaudited)                          170          --            --             --

Common stock issued for services
 valued at $0.50 per share (unaudited)        100,000           100        49,900           --

Common stock issued for investment
 in Tony Little Website at $0.50 per
 share (unaudited)                             20,000            20         9,980           --

Common stock issued for acquisition
 of TPH Marketing, Inc. valued at
 $0.50 per share (unaudited)                1,500,000         1,500       748,500           --

Net loss for the nine months ended
  September 30, 1999 (unaudited)                 --            --            --         (879,468)
                                          -----------   -----------   -----------    -----------

Balance, September 30, 1999
 (unaudited)                                6,135,440   $     6,135   $ 3,157,724    $(2,113,636)
                                          ===========   ===========   ===========    ===========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       16
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              For the                      For the
                                                         Three Months Ended            Nine Months Ended
                                                            September 30,                September 30,
                                                     --------------------------    --------------------------
                                                        1999           1998           1999           1998
                                                     -----------    -----------    -----------    -----------

<S>                                                  <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net income (loss)                                 $   396,815    $  (315,257)   $  (879,468)   $  (749,037)
   Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
     Depreciation                                          2,676          1,657          8,028          4,971
     Amortization of prepaid advertising                  99,952           --          145,626           --
     Bad debt                                                948           --           18,358           --
     Loss on impairment                                     --             --          750,000           --
     Common stock issued for services                     50,000           --          100,500           --
   Changes in assets and liabilities:
     Accounts receivable                                 249,041           --         (816,044)          --
     Prepaids and advances                              (108,560)          --         (109,610)          --
     Inventory                                           (30,146)          --          (77,117)          --
     Deposits                                               --            2,909         12,773         12,773
     Prepaid expenses                                 (1,185,327)          --       (1,597,711)          --
     Other assets                                        (10,000)          --          (10,000)          --
     Cash overdraft                                      (91,647)          --             --             --
     Accounts payable                                    457,600         18,520        946,383         55,100
     Accrued expenses                                       (381)          --           38,098           --
                                                     -----------    -----------    -----------    -----------

       Net Cash Used in Operating
         Activities                                     (169,029)      (292,171)    (1,470,184)      (676,193)
                                                     -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Patent and trademark costs                               --             --             --          (26,668)
                                                     -----------    -----------    -----------    -----------

       Net Cash Used in Investing Activities                --             --             --          (26,668)
                                                     -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds (payments) from notes payable                358,054           --          596,952           --
   Proceeds from issuance of common
     stock                                                  --           95,000        940,000        195,000
   Proceeds from additional capital
     contribution                                           --           89,140           --          340,020
                                                     -----------    -----------    -----------    -----------

       Net Cash Provided by Financing
        Activities                                   $   358,054    $   184,140    $ 1,536,952    $   535,020
                                                     -----------    -----------    -----------    -----------
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                       17
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                For the                  For the
                                           Three Months Ended        Nine Months Ended
                                              September 30,            September 30,
                                          ---------------------    ---------------------
                                            1999        1998         1999        1998
                                          ---------   ---------    ---------   ---------

<S>                                       <C>         <C>          <C>         <C>
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                $ 189,025   $(108,031)   $  66,768   $(167,841)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           --       150,195      122,257     210,005
                                          ---------   ---------    ---------   ---------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                            $ 189,025   $  42,164    $ 189,025   $  42,164
                                          =========   =========    =========   =========

Cash Payments For:

   Income taxes                           $    --     $    --      $    --     $    --
   Interest                               $  12,450   $    --      $  32,511   $    --

Non-Cash Financing Activities:

   Common stock issued for services       $  50,000   $    --      $ 100,500   $    --
   Common stock issued for other assets   $  10,000   $    --      $  10,000   $    --
   Common stock issued for subsidiary     $    --     $    --      $ 750,000   $    --
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       18
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    September 30, 1999 and December 31, 1998


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying  consolidated  financial  statements have been prepared by
     the Company  without audit.  In the opinion of management,  all adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly the  financial  position,  results of  operations  and cash flows at
     September 30, 1999 and 1998 and for all periods presented have been made.

     Certain   information  and  footnote   disclosures   normally  included  in
     consolidated  financial  statements  prepared in accordance  with generally
     accepted  accounting  principles  have been  condensed  or  omitted.  It is
     suggested that these condensed consolidated financial statements be read in
     conjunction with the financial statements and notes thereto included in the
     Company's December 31, 1998 audited consolidated financial statements.  The
     results of operations for periods ended September 30, 1999 and 1998 are not
     necessarily indicative of the operating results for the full years.

NOTE 2 - REVERSE STOCK SPLIT

     On March 23, 1999, the Company completed a reverse stock split on a 1 share
     for 5 share basis. No shareholder was reduced to less than 100 shares.  All
     references to shares issued and  outstanding  have been restated to reflect
     the reverse stock split.

NOTE 3 - COMMON STOCK TRANSACTIONS

     During the first  quarter of 1999,  the  Company  sold  248,000  post-split
     shares (1,240,000  pre-split shares) of its common stock for $390,000 or an
     average price of $1.57 per share ($0.31 per share  pre-split).  The Company
     also issued 38,200  post-split  shares  (191,000  pre-split  shares) of its
     common  stock for services  rendered,  valued at $47,750 or $1.25 per share
     ($0.25 per share pre-split).  The shares were valued at the market price of
     the stock at the time of issuance.

     During the second  quarter of 1999,  the Company sold 600,000 shares of its
     common stock for $300,000 or $0.50 per share. In addition, the Company sold
     250,000  shares of its common  stock to a related  company for  $250,000 or
     $1.00 per share.  The Company  also issued 5,500 shares of its common stock
     for  services  rendered,  valued at $2,750 or $0.50 per  share,  the market
     price of the stock at the time of issuance.

     During the third quarter of 1999,  the Company issued 100,000 shares of its
     common stock for services  rendered,  valued at $50,000 or $0.50 per share,
     the market price of the stock at the time of issuance.

     On May 26, 1999, the Company  purchased a fifty-one  percent (51%) interest
     in the Tony  Little Web Site.  The  Company  paid  $10,000  cash and issued
     20,000  post-split  shares of common stock. The stock was valued at $10,000
     or $0.50 per share, the market price of the stock at the time of issuance.




                                       19
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    September 30, 1999 and December 31, 1998


NOTE 3 - COMMON STOCK TRANSACTIONS (Continued)

     On May 3, 1999, the Company acquired TPH Marketing, Inc. (TPH). The Company
     acquired 100% of TPH and TPH became a wholly-owned subsidiary.  The Company
     issued 1,500,000  post-split shares of its common stock in the acquisition.
     The shares were valued at $750,000 or $0.50 per share,  the market price of
     the stock at the time of the acquisition.  The acquisition is accounted for
     as a  combination  under the purchase  method of  accounting  with acquired
     assets and  liabilities  recorded at their fair market values  resulting in
     goodwill of $750,000 since TPH had no assets and liabilities at the date of
     acquisition.

     The  resulting  goodwill is being  written off in the first quarter of 1999
     with a charge to  operating  expenses in the amount of  $750,000.  Activity
     from the date of acquisition to September 30, 1999 has been included in the
     statement of operations.

NOTE 4 - OUTSTANDING STOCK OPTIONS

     The following summarizes the date exercisable, expiration date and exercise
     price of the  Company's  outstanding  options to purchase  common  stock at
     September 30, 1999.

     Date Exercisable       Expiration Date    Exercise Price       Number
     ----------------       ---------------    --------------       ------
     December 30, 1999       June 30, 2004        $   2.50          105,000
     June 30, 2000           June 30, 2004        $   4.00          105,000
     December 30, 2000       June 30, 2004        $   6.00          105,000
     June 30, 2001           June 30, 2004        $   7.50          105,000
                                                                  ---------

                Total Options Outstanding                           420,000
                                                                  =========

     The options were granted as compensation and additional  bonuses to certain
     officers of the Company.  These options were issued with an exercise  price
     above the market value of the stock at the date of issuance.

NOTE 5 - FINANCIAL INSTRUMENTS

     Statement of Financial  Accounting  Standards No. 107,  "Disclosures  About
     Fair Value of Financial  Instruments" requires disclosure of the fair value
     of financial  instruments  held by the  Company.  SFAS 107 defines the fair
     value of a financial instrument as the amount at which the instrument could
     be  exchanged  in  a  current  transaction  between  willing  parties.  The
     following methods and assumptions were used to estimate fair value:

     The carrying amount of cash equivalents,  accounts  receivable and accounts
     payable approximate fair value due to their short-term nature.




                                       20
<PAGE>




                                   Exhibit F2Q

                         UN-AUDITED FINANCIAL STATEMENTS

                for the three and six months ended June 30, 1999


                                       21

<PAGE>



                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 1999 and December 31, 1998



                                       22
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                     ASSETS

                                                     June 30,       December 31,
                                                         1999              1998
                                                  -----------       -----------
                                                  (Unaudited)

CURRENT ASSETS

   Cash                                           $        --       $   122,257
   Accounts receivable, net                         1,047,675                --
   Inventory                                           64,313            27,342
                                                  -----------       -----------

     Total Current Assets                           1,111,988           149,599
                                                  -----------       -----------

PROPERTY AND EQUIPMENT

   Machinery and equipment                             25,925            25,925
   Office furniture and equipment                      45,292            45,292
                                                  -----------       -----------

     Total Property and Equipment                      71,217            71,217

      Less Accumulated depreciation                   (15,610)          (10,258)
                                                  -----------       -----------

     Net Property and Equipment                        55,607            60,959
                                                  -----------       -----------

OTHER ASSETS

   Deposits                                             1,050            12,773
   Other assets                                        20,000                --
   Prepaid advertising                                452,012            85,302
   Patent and trademark costs                          26,668            26,668
                                                  -----------       -----------

     Total Other Assets                               499,730           124,743
                                                  -----------       -----------

     TOTAL ASSETS                                 $ 1,667,325       $   335,301
                                                  ===========       ===========



                                       23
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                             June 30,   December 31,
                                                                 1999           1998
                                                          -----------    -----------
                                                         (Unaudited)
<S>                                                       <C>            <C>
CURRENT LIABILITIES

   Cash overdraft                                         $    91,647    $        --
   Accounts payable                                           561,975         73,192
   Accrued expenses                                            43,897          5,418
   Payable - related party                                     38,898             --
   Notes payable - related parties, current portion           200,000             --
   Notes payable, current portion                              40,000         40,000
                                                          -----------    -----------

     Total Current Liabilities                                976,417        118,610
                                                          -----------    -----------

LONG-TERM DEBT

   Notes payable - related parties                             87,500         87,500
                                                          -----------    -----------

     Total Long-Term Debt                                      87,500         87,500
                                                          -----------    -----------

     TOTAL LIABILITIES                                      1,063,917        206,110
                                                          -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Common stock: 50,000,000 shares authorized of $0.001
    par value, 6,035,440 and 3,373,570 shares issued
    and outstanding, respectively                               6,035          3,374
   Additional paid-in capital                               3,107,824      1,359,985
   Accumulated deficit                                     (2,510,451)    (1,234,168)
                                                          -----------    -----------

     Total Stockholders' Equity                               603,408        129,191
                                                          -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,667,325    $   335,301
                                                          ===========    ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       24
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              For the                      For the
                                         Three Months Ended            Six Months Ended
                                              June 30,                     June 30,
                                     --------------------------    --------------------------
                                         1999          1998           1999           1998
                                     -----------    -----------    -----------    -----------
<S>                                  <C>            <C>            <C>            <C>
SALES                                $ 2,885,013    $    30,059    $ 3,237,490    $    60,118

COST OF GOODS SOLD                       445,880         16,664        514,405         33,328
                                     -----------    -----------    -----------    -----------

GROSS MARGIN                           2,439,133         13,395      2,723,085         26,790
                                     -----------    -----------    -----------    -----------

OPERATING EXPENSES

   Depreciation                            2,676          1,657          5,352          3,314
   Bad debt expense                       17,410             --         17,410             --
   General and administrative          1,010,984        165,696      1,347,827        331,392
   Research and development               25,401         10,362         30,155         20,724
   Production and media costs          1,168,432             --      1,523,711             --
   Marketing                              72,399         38,255        274,995         76,510
   Rent                                   17,001         12,057         29,952         24,114
                                     -----------    -----------    -----------    -----------

     Total Operating Expenses          2,314,303        228,027      3,229,402        456,054
                                     -----------    -----------    -----------    -----------

OPERATING INCOME (LOSS)                  124,830       (214,632)      (506,317)      (429,264)
                                     -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSES)

   Loss on impairment of goodwill             --             --       (750,000)            --
   Interest expense                      (14,941)        (2,258)       (20,061)        (4,516)
   Interest income                            95             --             95             --
                                     -----------    -----------    -----------    -----------

     Total Other Income (Expenses)       (14,846)        (2,258)      (769,966)        (4,516)
                                     -----------    -----------    -----------    -----------

INCOME (LOSS) BEFORE
 INCOME TAXES                            109,984       (216,890)    (1,276,283)      (433,780)

INCOME TAXES                                  --             --             --             --
                                     -----------    -----------    -----------    -----------

NET INCOME (LOSS)                    $   109,984    $  (216,890)   $(1,276,283)   $  (433,780)
                                     ===========    ===========    ===========    ===========

BASIC INCOME (LOSS) PER SHARE        $      0.02    $     (0.08)   $     (0.27)   $     (0.15)
                                     ===========    ===========    ===========    ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       25
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                Common Stock           Additional
                                          -------------------------     Paid-in      Accumulated
                                             Shares        Amount       Capital        Deficit
                                          -----------   -----------   -----------    -----------

<S>                                         <C>         <C>           <C>            <C>
Balance, December 31, 1997                  2,369,600   $     2,370   $   377,719    $   (99,255)

Capital contributions, 1998                        --            --       340,020             --

Common stock issued in recapitalization
 of Reliant Corporation and Cigar
 Television Network, Inc.                     570,400           570          (570)            --

Common stock issued for cash at an
 average price of $1.56 per share             329,770           330       513,170             --

Common stock issued for services
 valued at $1.25 per share                    103,800           104       129,646             --

Net loss for the year ended
 December 31, 1998                                 --            --            --     (1,134,913)
                                          -----------   -----------   -----------    -----------

Balance, December 31, 1998                  3,373,570         3,374     1,359,985     (1,234,168)

Common stock issued for cash at an
 average price of $0.86 per share
 (unaudited)                                1,098,000         1,098       938,902             --

Common stock issued for services
 valued at $1.15 per share (unaudited)         43,700            43        50,457             --

Fractional shares issued in the reverse
 stock split (unaudited)                          170            --            --             --

Common stock issued for investment
 in Tony Little Website at $0.50 per
 share (unaudited)                             20,000            20         9,980             --

Common stock issued for acquisition
 of TPH Marketing, Inc. valued at
 $0.50 per share (unaudited)                1,500,000         1,500       748,500             --

Net loss for the six months ended
  June 30, 1999 (unaudited)                        --            --            --     (1,276,283)
                                          -----------   -----------   -----------    -----------

Balance, June 30, 1999 (unaudited)          6,035,440   $     6,035   $ 3,107,824    $(2,510,451)
                                          ===========   ===========   ===========    ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       26
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         For the                     For the
                                                   Three Months Ended            Six Months Ended
                                                        June 30,                     June 30,
                                               --------------------------    --------------------------
                                                   1999          1998           1999           1998
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net income (loss)                           $   109,984    $  (216,890)   $(1,276,283)   $  (433,780)
   Adjustments to reconcile net loss to
    net cash used in operating activities:
     Depreciation                                    2,676          1,657          5,352          3,314
     Bad debt                                       17,410             --         17,410             --
     Loss on impairment                                 --             --        750,000             --
     Common stock issued for services                2,750             --         50,500             --
   Changes in assets and liabilities:
     Accounts receivable                          (799,855)            --     (1,065,085)            --
     Prepaids and advances                          20,396             --         (1,050)            --
     Inventory                                     (64,313)            --        (36,971)            --
     Deposits                                           --          4,932         12,773          9,864
     Prepaid expenses                             (378,647)            --       (366,710)            --
     Other assets                                   10,000             --         10,000             --
     Cash overdraft                                 91,647             --         91,647             --
     Accounts payable                              410,408         18,290        488,783         36,580
     Accrued expenses                                 (321)            --         38,479             --
                                               -----------    -----------    -----------    -----------

       Net Cash Used in Operating
         Activities                               (597,865)      (192,011)    (1,301,155)      (384,022)
                                               -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Patent and trademark costs                           --         (6,885)            --        (26,668)
                                               -----------    -----------    -----------    -----------

       Net Cash Used in Investing Activities            --         (6,885)            --        (26,668)
                                               -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds (payments) from notes payable           (8,279)            --        238,898             --
   Proceeds from issuance of common
     stock                                         550,000        100,000        940,000        100,000
   Proceeds from additional capital
     contribution                                       --         68,991             --        250,880
                                               -----------    -----------    -----------    -----------

       Net Cash Provided by Financing
        Activities                             $   541,721    $   168,991    $ 1,178,898    $   350,880
                                               -----------    -----------    -----------    -----------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       27
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the                       For the
                                                    Three Months Ended            Six Months Ended
                                                        June 30,                     June 30,
                                               --------------------------    --------------------------
                                                   1999           1998           1999           1998
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                     $   (56,144)   $   (29,905)   $  (122,257)   $   (59,810)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                                56,144        180,100        122,257        210,005
                                               -----------    -----------    -----------    -----------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                                 $        --    $   150,195    $        --    $   150,195
                                               ===========    ===========    ===========    ===========

Cash Payments For:

   Income taxes                                $        --    $        --    $        --    $        --
   Interest                                    $    14,941    $        --    $    20,061    $        --

Non-Cash Financing Activities:

   Common stock issued for services            $     2,750    $        --    $    50,500    $        --
   Common stock issued for subsidiary          $        --    $        --    $   750,000    $        --
   Common stock issued for other assets        $    10,000    $        --    $    10,000    $        --
</TABLE>



                                       28
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998


NOTE 1 -  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  consolidated financial statements have been prepared
          by the  Company  without  audit.  In the  opinion of  management,  all
          adjustments   (which  include  only  normal   recurring   adjustments)
          necessary  to  present  fairly  the  financial  position,  results  of
          operations  and  cash  flows  at June  30,  1999  and 1998 and for all
          periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          consolidated   financial   statements   prepared  in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed  consolidated  financial
          statements be read in  conjunction  with the financial  statements and
          notes  thereto  included in the  Company's  December  31, 1998 audited
          consolidated  financial  statements.  The  results of  operations  for
          periods ended June 30, 1999 and 1998 are not necessarily indicative of
          the operating results for the full years.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the relation of assets and liquidation of liabilities in
          the normal course of business.

          The Company has incurred  significant  losses since  inception and has
          had no significant operating revenues until 1999. The Company believes
          it can meet and exceed its operating  expenses through increased sales
          in 1999.

NOTE 3 -  REVERSE STOCK SPLIT

          On March 23, 1999, the Company  completed a reverse stock split on a 1
          share for 5 share basis.  No shareholder  was reduced to less than 100
          shares.  All  references  to shares issued and  outstanding  have been
          restated to reflect the reverse stock split.

NOTE 4 -  COMMON STOCK TRANSACTIONS

          During the first quarter of 1999, the Company sold 248,000  post-split
          shares  (1,240,000  pre-split shares) of its common stock for $390,000
          or an average  price of $1.57 per share  ($0.31 per share  pre-split).
          The Company also issued 38,200  post-split  shares (191,000  pre-split
          shares) of its common stock for services  rendered,  valued at $47,750
          or $1.25 per share ($0.25 per share pre=split). The shares were valued
          at the market price of the stock at the time of issuance.

          During the second  quarter of 1999, the Company sold 600,000 shares of
          its common  stock for $300,000 or $0.50 per share.  In  addition,  the
          Company sold 250,000  shares of its common stock to a related  company
          for $250,000 or $1.00 per share.  The Company also issued 5,500 shares
          of its common stock for services  rendered,  valued at $2,750 or $0.50
          per share, the market price of the stock at the time of issuance.


                                       29
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 1999 and December 31, 1998


NOTE 4 -  COMMON STOCK TRANSACTIONS (Continued)

          On May 26,  1999,  the Company  purchased a  fifty-one  percent  (51%)
          interest in the Tony Little web site.  The Company  paid  $10,000 cash
          and issued 20,000  post-split  shares of common  stock.  The stock was
          valued at $10,000 or $0.50 per share, the market price of the stock at
          the time of issuance.

          On May 3, 1999, the Company  acquired TPH Marketing,  Inc. (TPH).  The
          Company acquired 100% of TPH and TPH became a wholly-owned subsidiary.
          The Company issued 1,500,000  post-split shares of its common stock in
          the  acquisition.  The shares  were  valued at  $750,000  or $0.50 per
          share,  the market price of the stock at the time of the  acquisition.
          The  acquisition is accounted for as a combination  under the purchase
          method of accounting with acquired assets and liabilities  recorded at
          their fair market values  resulting in goodwill of $750,000  since TPH
          had no assets and liabilities at the date of acquisition.

          The  resulting  goodwill is being  written off in the first quarter of
          1999 with a charge to  operating  expenses in the amount of  $750,000.
          Activity from the date of  acquisition  to September 30, 1999 has been
          included in the statement of operations.

NOTE 5 -  OUTSTANDING STOCK OPTIONS

          The following  summarizes the date  exercisable,  expiration  date and
          exercise price of the Company's outstanding options to purchase common
          stock at June 30, 1999.

          Date Exercisable      Expiration Date      Exercise Price      Number
          ----------------      ---------------      --------------      ------
          December 30, 1999      June 30, 2004           $2.50           105,000
          June 30, 2000          June 30, 2004           $4.00           105,000
          December 30, 2000      June 30, 2004           $6.00           105,000
          June 30, 2001          June 30, 2004           $7.50           105,000
                                                                         -------

                     Total Options Outstanding                           420,000
                                                                         =======

          The options were granted as  compensation  and  additional  bonuses to
          certain  officers of the  Company.  These  options were issued with an
          exercise  price  above  the  market  value of the stock at the date of
          issuance.

NOTE 6 -  FINANCIAL INSTRUMENTS

          Statement  of Financial  Accounting  Standards  No. 107,  "Disclosures
          About Fair Value of Financial  Instruments" requires disclosure of the
          fair value of  financial  instruments  held by the  Company.  SFAS 107
          defines  the fair  value of a  financial  instrument  as the amount at
          which the  instrument  could be  exchanged  in a  current  transaction
          between willing  parties.  The following  methods and assumptions were
          used to estimate fair value:

          The  carrying  amount of cash  equivalents,  accounts  receivable  and
          accounts  payable  approximate  fair  value  due to  their  short-term
          nature.




                                       30
<PAGE>

                                   Exhibit F1Q

                         UN-AUDITED FINANCIAL STATEMENTS

                    for the three months ended March 31, 1999




                                       31
<PAGE>




                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 1999 and December 31, 1998



                                       32
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                     ASSETS

                                                   March 31,        December 31,
                                                     1999              1998
                                                   ---------         ---------
                                                  (Unaudited)

CURRENT ASSETS

   Cash                                            $  56,144         $ 122,257
   Accounts receivable                               265,230              --
   Prepaids and advances                              21,446              --
   Inventory                                            --              27,342
                                                   ---------         ---------

     Total Current Assets                            342,820           149,599
                                                   ---------         ---------

PROPERTY AND EQUIPMENT

   Machinery and equipment                            25,925            25,925
   Office furniture and equipment                     45,292            45,292
                                                   ---------         ---------

     Total Property and Equipment                     71,217            71,217

      Less Accumulated depreciation                  (12,934)          (10,258)
                                                   ---------         ---------

     Net Property and Equipment                       58,283            60,959
                                                   ---------         ---------

OTHER ASSETS

   Deposits                                             --              12,773
   Prepaid advertising                                73,365            85,302
   Patent and trademark costs                         26,668            26,668
                                                   ---------         ---------

     Total Other Assets                              100,033           124,743
                                                   ---------         ---------

     TOTAL ASSETS                                  $ 501,136         $ 335,301
                                                   =========         =========






The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       33
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                              March 31,      December 31,
                                                               1999              1998
                                                            -----------      -----------
                                                            (Unaudited)
<S>                                                         <C>              <C>
CURRENT LIABILITIES

   Accounts payable                                         $   151,567      $    73,192
   Accrued expenses                                              44,218            5,418
   Payable - related party                                      247,177             --
   Notes payable - current portion                               40,000           40,000
                                                            -----------      -----------

     Total Current Liabilities                                  482,962          118,610
                                                            -----------      -----------

LONG-TERM DEBT

   Notes payable - shareholders                                  87,500           87,500
                                                            -----------      -----------

     Total Long-Term Debt                                        87,500           87,500
                                                            -----------      -----------

     TOTAL LIABILITIES                                          570,462          206,110
                                                            -----------      -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: 50,000,000 shares authorized of $0.001
    par value, 5,159,940 and 3,373,570 shares issued
    and outstanding, respectively                                 5,160            3,374
   Additional paid-in capital                                 2,545,949        1,359,985
   Deficit accumulated during the development stage          (2,620,435)      (1,234,168)
                                                            -----------      -----------

     Total Stockholders' Equity (Deficit)                       (69,326)         129,191
                                                            -----------      -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                             $   501,136      $   335,301
                                                            ===========      ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       34
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   From
                                                                               Inception on
                                           For the Three Months Ended            June 15,
                                                    March 31,                 1995 Through
                                         ------------------------------          March 31,
                                             1999               1998               1999
                                         -----------        -----------        -----------
<S>                                      <C>                <C>                <C>
SALES                                    $   352,477        $    30,059        $   472,711

COST OF GOODS SOLD                            68,525             16,664            135,179
                                         -----------        -----------        -----------

GROSS MARGIN                                 283,952             13,395            337,532
                                         -----------        -----------        -----------

OPERATING EXPENSES

   Depreciation                                2,676              1,657             12,934
   General and administrative                692,122            165,696          1,547,098
   Research and development                    4,754             10,362             46,203
   Marketing                                 202,596             38,255            567,620
   Rent                                       12,951             12,057             69,213
                                         -----------        -----------        -----------

     Total Operating Expenses                915,099            228,027          2,243,068
                                         -----------        -----------        -----------

OPERATING LOSS                              (631,147)          (214,632)        (1,905,536)
                                         -----------        -----------        -----------

OTHER INCOME (EXPENSES)

   Loss on impairment of goodwill           (750,000)              --             (750,000)
   Interest expense                           (5,120)            (2,258)           (14,153)
   Interest income                              --                 --                  296
   Other income                                 --                 --               48,958
                                         -----------        -----------        -----------

     Total Other Income (Expenses)          (755,120)            (2,258)          (714,899)
                                         -----------        -----------        -----------

LOSS BEFORE INCOME TAXES                  (1,386,267)          (216,890)        (2,620,435)

INCOME TAXES                                    --                 --                 --
                                         -----------        -----------        -----------

NET LOSS                                 $(1,386,267)       $  (216,890)       $(2,620,435)
                                         ===========        ===========        ===========

BASIC LOSS PER SHARE                     $     (0.38)       $     (0.38)
                                         ===========        ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES                                 3,625,859            570,400
                                         ===========        ===========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       35
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                  Additional        Accumulated
                                                       Common Stock                Paid-in          During the
                                              -----------------------------                         Development
                                                  Shares           Amount          Capital             Stage
                                              -----------       -----------       -----------        -----------
<S>                                             <C>             <C>               <C>                <C>
Balance, June 15, 1995                               --         $      --         $      --          $      --

Shares issued to the founders at
 inception at $0.0008 per share                 2,369,600             2,370              (370)              --

Net loss from inception on June 15,
 1995 through December 31, 1995                      --                --                --               (2,000)
                                              -----------       -----------       -----------        -----------

Balance, December 31, 1995                      2,369,600             2,370              (370)            (2,000)

Capital contributions, 1996                          --                --              34,401               --

Net loss for the year ended
 December 31, 1996                                   --                --                --              (32,329)
                                              -----------       -----------       -----------        -----------

Balance, December 31, 1996                      2,369,600             2,370            34,031            (34,329)

Capital contributions, 1997                          --                --             343,688               --

Net loss for the year ended
 December 31, 1997                                   --                --                --              (64,926)
                                              -----------       -----------       -----------        -----------

Balance, December 31, 1997                      2,369,600             2,370           377,719            (99,255)

Capital contributions, 1998                          --                --             340,020               --

Common stock issued in recapitalization
 of Reliant Corporation and Cigar
 Television Network, Inc.                         570,400               570              (570)              --

Common stock issued for cash at an
 average price of $1.56 per share                 329,770               330           513,170               --

Common stock issued for services
 valued at $1.25 per share                        103,800               104           129,646               --

Net loss for the year ended
 December 31, 1998                                   --                --                --           (1,134,913)
                                              -----------       -----------       -----------        -----------

Balance, December 31, 1998                      3,373,570       $     3,374       $ 1,359,985        $(1,234,168)
                                              -----------       -----------       -----------        -----------
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       36
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                      Common Stock                Additional         During the
                                              -----------------------------         Paid-in         Development
                                                 Shares           Amount            Capital            Stage
                                              -----------       -----------       -----------       -----------
<S>                                             <C>             <C>               <C>               <C>
Balance, December 31, 1998                      3,373,570       $     3,374       $ 1,359,985       $(1,234,168)

Common stock issued for cash at an
 average price of $1.57 per share
 (unaudited)                                      248,000               248           389,752              --

Common stock issued for services
 valued at $1.25 per share (unaudited)             38,200                38            47,712              --

Fractional shares issued in the reverse
 stock split (unaudited)                              170              --                --                --

Common stock issued for acquisition
 of TPH Marketing, Inc. valued at
 $0.50 per share (unaudited)                    1,500,000             1,500           748,500              --

Net loss for the three months ended
 March 31, 1999 (unaudited)                          --                --                --          (1,386,267)
                                              -----------       -----------       -----------       -----------

Balance, March 31, 1999 (unaudited)             5,159,940       $     5,160       $ 2,545,949       $(2,620,435)
                                              ===========       ===========       ===========       ===========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       37
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                From
                                                                 For the                     Inception on
                                                            Three Months Ended                 June 15,
                                                                 March 31,                  1995 Through
                                                       ------------------------------         March 31,
                                                           1999               1998              1999
                                                       -----------        -----------        -----------
<S>                                                    <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                            $(1,386,267)       $  (216,890)       $(2,620,435)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                            2,676              1,657             12,934
     Loss on impairment                                    750,000               --              750,000
     Common stock issued for services                       47,750               --              177,500
   Changes in assets and liabilities:
     Accounts receivable                                  (265,230)              --             (265,230)
     Prepaids and advances                                 (21,446)              --              (21,446)
     Inventory                                              27,342               --                 --
     Deposits                                               12,773              4,932               --
     Prepaid expenses                                       11,937               --              (73,365)
     Accounts payable                                       78,375             18,290            151,567
     Accrued expenses                                       38,800               --               44,218
                                                       -----------        -----------        -----------

       Net Cash Used in Operating Activities              (703,290)          (192,011)        (1,844,257)
                                                       -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Acquisition of property and equipment                      --                 --              (71,217)
   Patent and trademark costs                                 --              (19,783)           (26,668)
                                                       -----------        -----------        -----------

       Net Cash Used in Investing Activities                  --              (19,783)           (97,885)
                                                       -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                             247,177               --              374,677
   Proceeds from issuance of common stock                  390,000               --              905,500
   Proceeds from additional capital contribution              --              181,889            718,109
                                                       -----------        -----------        -----------

       Net Cash Provided by Financing Activities           637,177            181,889          1,998,286
                                                       -----------        -----------        -----------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                          (66,113)           (29,905)            56,144

CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD                                                 122,257            210,005               --
                                                       -----------        -----------        -----------

CASH AND CASH EQUIVALENTS, END
 OF PERIOD                                             $    56,144        $   180,100        $    56,144
                                                       ===========        ===========        ===========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       38
<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             From
                                                    For the              Inception on
                                               Three Months Ended          June 15,
                                                   March 31,             1995 Through
                                            ------------------------        March 31,
                                              1999            1998           1999
                                            --------       ---------       --------
<S>                                         <C>            <C>              <C>
Cash Payments For:

   Income taxes                             $   --         $     --         $   --
   Interest                                 $  5,120       $     --         $  8,735

Non-Cash Financing Activities:

   Common stock issued for services         $ 47,750       $     --         $177,500
   Common stock issued for subsidiary       $750,000       $     --         $750,000
</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       39
<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 1999 and December 31, 1998


NOTE 1 -  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  consolidated financial statements have been prepared
          by the  Company  without  audit.  In the  opinion of  management,  all
          adjustments   (which  include  only  normal   recurring   adjustments)
          necessary  to  present  fairly  the  financial  position,  results  of
          operations  and  cash  flows at  March  31,  1999 and 1998 and for all
          periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          consolidated   financial   statements   prepared  in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed  consolidated  financial
          statements be read in  conjunction  with the financial  statements and
          notes  thereto  included in the  Company's  December  31, 1998 audited
          consolidated  financial  statements.  The  results of  operations  for
          periods ended March 31, 1999 and 1998 are not  necessarily  indicative
          of the operating results for the full years.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the relation of assets and liquidation of liabilities in
          the normal  course of  business.  The Company has  incurred  operating
          losses  from its  inception  through  December  31,  1998.  It has not
          established  revenues  sufficient to cover its operating  costs and to
          allow it to  continue as a going  concern.  Management  believes  that
          revenues  will  continue to increase in 1999  allowing  the Company to
          cover its product  development  and  marketing  costs.  It is also the
          intent of the  Company to  complete a limited  offering  of its common
          stock in 1999 to help cover its  operating  expenses.  In the interim,
          shareholders  of the  Company  have  committed  to meet its  operating
          needs.



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