FORM 10-Q-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter ended March 31, 2000

                        Commission File Number:  0-26699


                         Reliant Interactive Media Corp.

                          formerly  Reliant Corporation

  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:     6,345,271

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 March 31, 2000 the number of shares outstanding of the Registrant's Common
Stock  was  6,345,271.

<PAGE>
                          PART I: FINANCIAL INFORMATION

Attached  hereto  and  incorporated  herein  by  this reference are consolidated
unaudited  financial  statements  (under  cover of Exhibit FQ1-00) for the three
months  ended  March  31,  2000.


       ITEM 1.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS.

     CASH  REQUIREMENTS  AND  OF  NEED  FOR  ADDITIONAL  FUNDS.

     We  are a development stage company with operations and revenues. We are in
the  zone  of  marginal  profitability, but have only limited capital resources.
While revenues are increasing significantly, it may be necessary for the Company
to  seek  additional  capital  over  time  to optimize the accomplishment of its
business  plan. The following disclosure treats our interim funding for the year
now  past,  and our plans and arrangements for future funding. 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
has been opened and was to be completed by March 31, 2000, but has been 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. This $50,000
fee  was funded by a loan of that amount from Oasis Entertainment's Fourth Movie
Project,  Inc., a shareholder of Reliant. The loan is payable in six months from
December  1,  1999,  and  bears  10%  interest per annum. 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.

     Third,  as of the date of this filing, the private placement is still open,
and  at this date a total of $700,000.00 has been placed in escrow, all of which
has  been  received  in  the year 2000. A minimum of $500,000.00 was required in
order to satisfy the escrow and release funds. The funds have now been disbursed
and  the  10%  commission  paid.

<PAGE>

     We  believe  that  our present arrangements will provide sufficient working
capital  to  continue  operations  for  the  next twelve months. There can be no
guaranty  that  unrealized  funding  will  be  realized.

     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.

     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
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.

     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.  In  the  first  quarter  of the current year 2000, the increase in
revenues  and  profitability  has  been  demonstrated.
<PAGE>

     RESULTS  OF  OPERATIONS.  Sales in the first quarter of 1999 were $352,477,
rising  to  $20,131,204  in  the  current  quarter. In 1998, costs of sales were
66,664,  and  gross  profit  was  53,580.  Quarterly  comparisons  for 1999/1998
quarters  show  the  following:

<TABLE>
<CAPTION>
<S>         <C>        <C>
March 31        1999         2000
----------  ---------  ----------
Net Sales    352,477   20,131,204
Cost of      284,523   16,354,755
            ---------  ----------
Sales
Gross         67,954    3,785,449
==========  =========  ==========
Profit
Operating    699,101    3,663,584
            ---------  ----------
Expenses
Result of   (631,147)     121,865
Operations
==========
</TABLE>

     It  is  apparent  that the cost of sales has remained virtually constant at
81%  of  sales, and that a 19% margin of gross profit has been maintained. It is
also  apparent  that  operating expenses have improved from 198% of sales in the
1999  quarter  down  to 18% in the current quarter, with resulting profitability
indicated.

      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  by  this  quarterly  comparison.

     A  cautionary  note  is indicated by these calculations in that the current
81%  of  sales  for  cost  of  sales, and the current 18% of sales for operating
expenses  accumulates to 99% of net sales, indicating that this business has not
achieved  a sufficient momentum of successes to assure future profitability. One
very  successful  program may defer the expenses of several failures. The number
of  attempts is therefore material to the probability of significant improvement
in  the ultimate margin of profitability. This analysis leads to conclusion that
this  corporation will require supplemental capital to maintain and increase the
number  of its projects, in order to continue its improvement beyond its present
marginal  profitability,  or that the Company will have to find ways to increase
its  margin  of  profitability.

      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  proportionally  as  projects  increase and revenues improve. This has been
borne  out  by  this  quarterly comparison. For the 1999 quarter G&A was 135% of
sales,  while  currently  only  14%  of  sales.

      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. On QVC we
are  beginning to sell some products in the traditional short-form live segments
that  are  seen  on  television  shopping  networks.  These  new  revenues  are
insubstantial as of the end of 1999, and currently, but are expected to become a
significant  component  of total revenues as more products are sold and exposure
increases  in  future  quarters.

<PAGE>

     Product  sales are expected to increase in direct proportion to our ability
to  acquire  media time to promote them. Promotional advertising drives sales in
our  business.  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. Management is
of  the  opinion  that  additional  internal capital would relieve the burden of
debt  service  and  materially  improve  profitability.

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

--------------------------------------------------------------------------------
                           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  had 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 has settled the claim against it for the nominal sum of
$4,750.  As  of this date our cross-complaint is still pending. As of this date,
this  matter  is not deemed to have any material impact upon us or our financial
condition.

                          ITEM 2.  CHANGE IN SECURITIES

                                      None

                    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                      None

           ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

                                      None

                           ITEM 5.  OTHER INFORMATION

     We  have  not  changed  Auditors, but our Auditors have changed the name of
their  firm,  from  Jones  &  Jensen  to HJ & Associates, LLC. There has been no
disagreement  with any auditor as to any item or matter relating to our audit or
audit  procedure.


                    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
                                      None

                                  EXHIBIT INDEX

                              FINANCIAL STATEMENTS

          Attached  hereto  and  incorporated  herein  by  this  reference  are
consolidated  unaudited  financial statements (under cover of Exhibit FQ1-00 for
the  three  months  ended  March 31, 2000, and the year ended December 31, 1999.


<PAGE>
                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report for the Quarter ended March 31, 2000 has been signed below by
the following persons on behalf of the Registrant and in the capacity and on the
date  indicated.


                              Dated: March 31, 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 president/director          secretary/director


<PAGE>


                                 EXHIBIT FQ1-00

                         UN-AUDITED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2000


<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2000 AND DECEMBER 31, 1999

<PAGE>

                                 C O N T E N T S


Independent  Accountants  Review  Report                               8

Consolidated  Balance  Sheet                                           9

Consolidated  Statements  of  Operations                               11

Consolidated  Statements  of  Stockholders  Equity                     12

Consolidated  Statements  of  Cash  Flows                              13

Notes  to  the  Consolidated  Financial  Statements                    15

<PAGE>

                      INDEPENDENT ACCOUNTANTS REVIEW REPORT
                      -------------------------------------


Board  of  Directors
Reliant  Interactive  Media  Corporation
 and  Subsidiaries
Tampa,  Florida

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Reliant
Interactive  Media  Corporation  and  Subsidiaries  as of March 31, 2000 and the
related  statements  of  operations, stockholders  equity and cash flows for the
periods  ended March 31, 2000 and 1999.  These consolidated financial statements
are  the  responsibility  of  the  Company  s  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
consolidated  financial  information consists principally of applying analytical
procedures  to  financial  data, and making inquiries of persons responsible for
financial  and  accounting  matters.  It  is substantially less in scope than an
audit  conducted in accordance with generally accepted auditing standards, which
will  be performed for the full year with the objective of expressing an opinion
regarding  the consolidated financial statements taken as a whole.  Accordingly,
we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to  above  for  them  to  be  in conformity with accounting principles generally
accepted  in  the  United  States.

We  have  previously  audited,  in  accordance with auditing standards generally
accepted  in  the  United  States,  the  consolidated  balance  sheet of Reliant
Interactive  Media Corporation and Subsidiaries as of December 31, 1999, and the
related  statements  of operations, stockholders  equity, and cash flows for the
year then ended (not presented herein) and in our report dated April 7, 2000, we
expressed  an  unqualified  opinion  on those consolidated financial statements.

      /s/
HJ  &  Associates,  LLC
Salt  Lake  City,  Utah
May  12,  2000

<PAGE>




                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS
                                          March  31,               December  31,
                                                       2000               1999
--------------------------------------------------------------------------------
CURRENT  ASSETS
     Cash  and  cash equivalents (Note 1)     $     76,400          $     26,404
Restricted  cash  (Note  1)                      1,112,715               983,795
Receivables  -  other  (Note  4)                 1,348,523               800,076
Inventory  (Note  1)                                51,441                57,762
Employee  advances                                  10,880                10,923
Prepaid  expenses                                  229,128               229,128
     Total  Current  Assets                      2,829,087             2,108,088
PROPERTY  AND  EQUIPMENT  (Note  1)

     Machinery  and  equipment                      36,625                36,625
Office  furniture  and  equipment                   45,292                45,292
Leasehold  improvements                             37,239                     0
     Total  Property  and  Equipment               119,156                81,917
Less:  Accumulated  depreciation                   (28,577)             (24,092)
     Net  Property  and  Equipment                  90,579                57,825
OTHER  ASSETS
     Deferred stock offering costs (Note 1)         50,000                50,000
Deposits                                            79,885                12,773
Prepaid  advertising  (Note  1)                    836,041               607,166
Patent  costs  (Note  1)                            26,668                26,668

--------------------------------------------------------------------------------
     Total  Other  Assets                          992,594               696,607
================================================================================
     TOTAL  ASSETS                      $     3,912,260          $     2,862,520

        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)

                       LIABILITIES AND STOCKHOLDERS EQUITY
                       -----------------------------------
                                          March  31,               December  31,
                                                      2000               1999
--------------------------------------------------------------------------------
CURRENT  LIABILITIES
     Accounts  payable                       $     1,852,762       $     944,926
Accrued  expenses                                    166,505             166,793
Allowance  for  sales  returns  (Note  1)            707,799             462,677
Notes  payable - current portion (Note 7)            112,439             112,439
Notes  payable - related parties (Note 6)            360,156             360,156
Line  of  credit  (Note  8)                                0             132,148

     Total  Liabilities                            3,199,661           2,179,139
--------------------------------------------------------------------------------
COMMITMENTS  AND  CONTINGENCIES  (Note  3  and  11)

STOCKHOLDERS  EQUITY

     Common  stock:  50,000,000  shares  authorized  of  $0.001
 par  value,  6,345,271  and  6,310,271  shares  issued
 and  outstanding,  respectively                       6,345               6,310
Additional  paid-in  capital                       3,164,264           3,245,049
Accumulated  deficit                             (2,458,010)         (2,567,978)
================================================================================
     Total  Stockholders  Equity                     712,599             683,381
--------------------------------------------------------------------------------
TOTAL  LIABILITIES  AND STOCKHOLDERS  EQUITY      $3,912,260          $2,862,520

        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations

                                                  For  the  Three  Months  Ended
                                                            March  31,
                                                      2000               1999
--------------------------------------------------------------------------------
NET  SALES                                           $20,131,204        $352,477
COST  OF  SALES                                       16,345,755         284,523
GROSS  PROFIT                                          3,785,449          67,954
OPERATING  EXPENSES

     Depreciation                                          4,485           2,676
General  and  administrative                           1,938,293         476,124
Selling  and  marketing                                1,473,979         202,596
Royalties                                                214,615               0
Rent                                                      32,212          12,951

     Total  Operating  Expenses                        3,663,584         699,101

OPERATING  INCOME  (LOSS)                                121,865       (631,147)

OTHER  INCOME  (EXPENSES)

     Interest  expense                                  (12,067)         (5,120)
Interest  income                                             170               0

     Total  Other Income (Expenses)                     (11,897)         (5,120)

INCOME  (LOSS) BEFORE INCOME TAXES                       109,968       (636,267)

INCOME  TAXES                                                  0               0

NET  INCOME  (LOSS)                                     $109,968      $(636,267)

BASIC  INCOME  (LOSS)  PER  SHARE  (Note 11)             $  0.02       $  (0.18)
================================================================================
FULLY  DILUTED  INCOME  (LOSS)  PER  SHARE  (Note  11)     $0.02         $(0.18)

        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.
<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Consolidated Statements of Stockholders  Equity


                                                      Additional
                               Common Stock             Paid-in      Accumulated
                          Shares         Amount         Capital          Deficit
--------------------------------------------------------------------------------
Balance,
December 31, 1998       3,373,570        $3,374       $1,359,985    $(1,234,168)

Common stock
issued for cash         1,098,000         1,098          938,902               0

Common stock issued
for services              338,700           338          197,662               0

Fractional shares issued in the
 reverse  stock split           1             0                0               0

Common stock issued for
acquisition of TPH Marketing, Inc.
                        1,500,000         1,500          748,500               0

Net  loss  for  the  year  ended
 December  31,  1999            0             0                0     (1,333,810)

Balance,
 December 31, 1999      6,310,271         6,310        3,245,049     (2,567,978)

Capital  withdrawals            0             0         (138,500)              0

Common  stock  issued
 for  services             35,000            35           57,715               0

Net  income  for  the  three  months
 ended  March  31,  2000        0-            0                0         109,968

Balance, March 31, 2000 6,345,271      $  6,345       $3,164,264    $(2,458,010)
================================================================================
        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.

<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                                 For  the  Three  Months  Ended
                                                             March  31,
                                                        2000               1999
-------------------------------------------------------------------------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES

     Net  income  (loss)                 $     109,968          $     (636,267)
Adjustments  to  reconcile  net  income  (loss)  to
 net  cash  provided  (used)  in  operating  activities:
     Depreciation                                4,485                    2,676
Amortization  of  prepaid  advertising         194,610                        0
Allowance  for  sales  returns                 245,122                        0
Common  stock  issued  for  services            57,750                   47,750
     Changes  in  assets  and  liabilities:
     Restricted  cash                         (128,920)                       0
Receivables                                   (548,447)               (265,230)
Inventory                                        6,321                   27,342
Deposits                                       (67,112)                  12,773
Prepaids  and  advances                             43                 (21,446)
Prepaid  advertising                          (423,485)                  11,937
Accounts  payable                              907,836                   78,375
Accrued  expenses                                 (288)                  38,800
Net Cash Provided (Used) in
Operating Activities                           357,883                (703,290)
CASH  FLOWS  FROM  INVESTING  ACTIVITIES
Purchase of property and equipment             (37,239)                       0
Net Cash Used in Investing Activities          (37,239)                       0
CASH  FLOWS  FROM  FINANCING  ACTIVITIES
     Capital  withdrawals                     (138,500)                       0
Proceeds from notes payable-related parties          0                  247,177
Payments  on  line  of  credit                (132,148)                       0
Proceeds  from  issuance  of  common  stock          0                  390,000
Net Cash Provided (Used) by
 Financing Activities                       $ (270,648)                $637,177

        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.

<PAGE>

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

                                                  For  the  Three  Months  Ended
                                                               March  31,
                                                         2000               1999
--------------------------------------------------------------------------------
NET  INCREASE  (DECREASE)  IN  CASH  AND  CASH
 EQUIVALENTS                                        $ 49,996           $(66,113)

CASH  AND  CASH  EQUIVALENTS,  BEGINNING
 OF  PERIOD                                           26,404             122,257

CASH  AND CASH EQUIVALENTS, END OF PERIOD       $     76,400        $     56,144
================================================================================
Cash  payments  for:
     Income  taxes                                   $     0             $     0
Interest                                        $     12,067         $     5,120

Non-cash  financing  activities:
     Common  stock  issued  for  services       $     57,750        $     47,750

        See Accountants  Review Report and the accompanying notes to the
                         reviewed financial statements.

<PAGE>


                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Organization
     ------------

Reliant  Interactive  Media  Corporation  (formerly  Reliant  Corporation)  (the
Company)  was  organized  under  the laws of the State of Utah on July 30, 1984.
The  Company  subsequently ceased its original business activity in 1993 and was
not  engaged  in  any business activity but was seeking potential investments or
business  acquisitions  and  consequently  was  considered  a  development stage
company  as  defined  in  SFAS  No. 7 until January 1, 1999.  At the time of the
acquisition,  the  Company was a non-operating public shell with nominal assets.
The  Company  changed  its  name from Reliant Corporation to Reliant Interactive
Media  Corporation  (Reliant)  in  August  7,  1998.

Kevin  Harrington  Enterprises,  Inc.  (KHE) was organized under the laws of the
State  of  Florida  on  June  15,  1995.

Cigar  Television  Network, Inc. (CTN) was organized under the laws of the State
of  Florida  on  April  1,  1998.

On  July 21, 1998, the Company completed an agreement and plan of reorganization
whereby Reliant issued 11,848,000 shares of its common stock in exchange for all
of  the outstanding common stock of KHE and CTN.  Kevin Harrington, Chairman and
CEO  of  the Company, was the controlling shareholder of both KHE and CTN at the
time  of  the  reorganization.  Immediately  prior  to the agreement and plan of
reorganization,  the  Company  had  2,852,000  shares of common stock issued and
outstanding.  The  reorganization was accounted for as a recapitalization of KHE
and  CTN  because  the  shareholders  of  KHE  and  CTN  controlled  the Company
immediately  after  the  acquisition.  Therefore, KHE and CTN are treated as the
acquiring  entities.  Accordingly, there was no adjustment to the carrying value
of  the  assets  or liabilities of KHE and CTN.  Reliant is the acquiring entity
for  legal  purposes  and  KHE and CTN are the surviving entities for accounting
purposes.  On  August  7,  1998,  the  shareholders  of the Company authorized a
reverse  stock  split  of  1-for-5  prior  to  the  agreement  and  plan  of
reorganization.  All  references  to  shares  of  common  stock  have  been
retroactively  restated.

     New  Accounting  Pronouncement
     ------------------------------

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities  which  requires  companies  to  record
derivatives  as assets and liabilities, measured at fair market value.  Gains or
losses  resulting  from  changes  in  the  values  of those derivatives would be
accounted  for  depending  on the use of the derivative and whether it qualifies
for  hedge  accounting.  The  key  criterion  for  hedge  accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in
fair  value or cash flows.  SFAS No. 133 is effective for all fiscal quarters of
fiscal  years beginning after June 15, 1999.  The adoption of this statement had
no  material  impact  on  the  Company  s  financial  statements.

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999

NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     Accounting  Method
     ------------------
The  Company  s  financial  statements  are prepared using the accrual method of
accounting.  The  Company  has  elected  a  December  31  year  end.

     Cash  and  Cash  Equivalents
     ----------------------------
For  purposes  of  financial  statement  presentation, the Company considers all
highly liquid investments with a maturity of three months or less, from the date
of  purchase,  to  be  cash  equivalents.

     Inventory
     ---------
Inventory  is  stated at the lower of cost or market determined by the first-in,
first-out  method  or  market.  Inventory  is made up of finished goods held for
sale  by  the  Company.

     Property  and  Equipment
     ------------------------
Property  and  equipment  are  stated  at  cost  less  accumulated depreciation.
Expenditures  for  small  tools, ordinary maintenance and repairs are charged to
operations  as  incurred.  Major  additions  and  improvements  are capitalized.
Depreciation  is  computed  using the straight-line method over estimated useful
lives  as  follows:

     Leasehold  improvement     5  years
Office  furniture  and  equipment     5  to  7  years
Machinery  and  equipment     5  to  7  years

Depreciation  expense  for  the  three  months ended March 31, 2000 and 1999 was
$4,485  and  $2,676,  respectively.

     Patent  Costs
     -------------

These  costs  will be amortized on the straight-line method over their remaining
lives  beginning  when  the  patents  are  received  in  2000.


<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     Prepaid  Advertising
     --------------------
     Prepaid  advertising  consisted  of  the  following:
          March  31,               December  31,
     2000               1999
--------------------------------------------------------------------------------


     Production costs of infomercials     $     1,234,464          $     810,979
Production  costs  of  tv  shows                   52,430               52,430
                                                     ------               ------

     Subtotal          1,286,894               863,404
Less:  accumulated  amortization              (450,853)                (256,243)
                                                --------                --------

     Net  prepaid  advertising              $     836,041          $     607,166
================================================================================

These  advertising  costs are amortized over the useful life of the infomercials
and  tv  shows  which  is  estimated  at  18 months.  The production costs begin
amortizing when they begin broadcasting.  Each product that has production costs
is  evaluated  at  year  end  for the recoverability of those costs.  Production
costs  of  products that are no longer being sold are fully expensed in the year
that  sales  cease.  Amortization  expense  relating  to prepaid advertising was
$194,610  for  the  three months ended March 31, 2000 and is included in selling
and  marketing  expense.

     Credit  Risks
     -------------

The  Company  maintains its cash accounts primarily in one bank in Florida.  The
Federal Deposit Insurance Corporation insures accounts to $100,000.  The Company
s  accounts  occasionally  exceed  the  insured  amount.

     Estimates
     ---------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

     Principles  of  Consolidation
     -----------------------------

The  consolidated  financial  statements  include  the  accounts  of  Reliant
Interactive  Media  Corporation  (Reliant),  Kevin  Harrington Enterprises, Inc.
(KHE)  (a  wholly-owed  subsidiary),  TPH  Marketing, Inc. (TPH) (a wholly-owned
subsidiary),  and  Cigar  Television  Network,  Inc.  (CTN)  (a  wholly-owned
subsidiary).  All  significant  intercompany accounts and transactions have been
eliminated  in  the  consolidation.

<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     Income  Taxes
     -------------

Under  the  provisions  of  SFAS  No.  109,  the  Company s policy is to provide
deferred  income  taxes  related  to  property  and  equipment, inventories, net
operating  losses  and  other  items  that  result  in  differences  between the
financial  reporting  and  tax  basis  of  assets  and  liabilities.

No  provision  for  federal  income taxes has been made at March 31, 2000 due to
accumulated  operating  losses.  The  Company  has  accumulated  approximately
$2,000,000  of  net  operating losses as of March 31, 2000, which may be used to
reduce taxable income and income taxes in future years.  The use of these losses
to  reduce  future  income  taxes  will  depend  on the generation of sufficient
taxable  income prior to the expiration of the net operation loss carryforwards.
Accordingly,  a  valuation  allowance  has  been  provided for the net operating
losses  in  full.  The  carryforwards expire in 2019.  KHE and CTN operated as S
corporations  prior  to  their  acquisition  in  1998.  The  results  of  their
operations  since  acquisition have been included in the net operating income at
March  31,  2000.

     Revenue  Recognition
     --------------------

Revenue  is  recognized upon shipment of goods to the customer.  The Company has
adopted  a  returns  policy  whereby  the customer can return any goods received
within 30 days of receipt for a full refund.  The Company makes an allowance for
returns  based  on  past history and experience.  At March 31, 2000 and December
31,  1999,  the  allowance  was  $707,799  and  $462,677,  respectively.

     Restricted  Cash
     ----------------

The  Company uses the services of an independent fulfillment center (the Center)
to  receive  and  process  orders for the Company.  The Center collects payments
from charge cards or checks.  The Center has set up a cash reserve for potential
charge  card  chargebacks  and  returns  of  product for refund.  The chargeback
reserve  is  3% of all charge card sales and any chargebacks are credited out of
this  reserve.  The  reserve  for returns is 7% on all sales and any returns are
refunded  out  of  this  reserve.  The total cash reserved at March 31, 2000 and
December  31,  1999  was  $1,112,715  and  $983,795,  respectively, and has been
classified  as  restricted  cash.

     Deferred  Stock  Offering  Costs
     --------------------------------

Deferred  stock  offering costs are recorded at cost.  The costs will be charged
to  paid-in  capital  upon  completion  of  the  offering.

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.


<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  3  -     COMMITMENTS  AND  CONTINGENCIES

     Employment  Agreements
     ----------------------

The  Company has entered into an employment agreement with Kevin Harrington, CEO
of the Company.  Mr. Harrington will receive an annual salary of $120,000 and it
will increase by $12,000 each year over the life of the agreement.  In addition,
Mr.  Harrington  shall  receive 100,000 shares of the Company s common stock for
each  $10,000,000  in  gross revenues of the Company with a maximum of 3,000,000
shares  to  be issued.  No shares have been issued at March 31, 2000 as a result
of this revenue performance bonus.  The employment agreement ends on December 1,
2003.

The  Company  has  entered  into  an  employment  agreement with Tim Harrington,
President  of  the  Company.  Mr.  Harrington  will  receive an annual salary of
$120,000  and  it  will  increase  by  $12,000  each  year  over the life of the
agreement.  In  addition,  Mr.  Harrington  shall  receive 100,000 shares of the
Company  s  common  stock  for each $10,000,000 in gross revenues of the Company
with  a maximum of 2,000,000 shares to be issued.  No shares have been issued at
March  31,  2000  as a result of this revenue performance bonus.  The employment
agreement  ends  on  December  1,  2003.

The  Company has entered into an employment agreement with Mel Arthur, Executive
Vice  President  of  the  Company.  Mr.  Arthur will receive an annual salary of
$120,000.  In addition, Mr. Arthur shall receive 100,000 shares of the Company s
common  stock  for  each  $10,000,000  in  gross  revenues of the Company with a
maximum of 900,000 shares to be issued.  No shares have been issued at March 31,
2000  as  a  result of this revenue performance bonus.  The employment agreement
ends  on  December  31,  2003.

     Office  Lease
     -------------

The  Company  entered into a five (5) year non-cancelable office lease beginning
March 1, 2000.  Payments are currently $13,422 per month through August 2000 and
increase  to $14,902 in September 2000.  Future minimum lease payments under the
lease  are  as  follows:
                                                 Year  ending          Operating
                                                    December  31,          Lease
--------------------------------------------------------------------------------
                                                      2000     $     140,143
                                                      2001           185,304
                                                      2002           193,079
                                                      2003           200,854
                                                      2004           208,629
                                           2005  and  thereafter      34,988
================================================================================
                                    Total  lease  payments     $     962,997
================================================================================

<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999



NOTE  4  -     RECEIVABLES  -  OTHER

The  Company  uses  the  services  of  a  fulfillment center (Center) located in
Dallas, Texas.  The Center receives, processes and ships orders on behalf of the
Company.  The  Center  also  collects  payment  on the products it sells for the
Company.  At  March  31, 2000 and December 31, 1999, the Center owed the Company
$1,348,523  and  $800,076,  respectively,  resulting from payments received less
amounts  due  the  Center  for  the  services  it  rendered  to  the  Company.

NOTE  5  -     EQUITY  TRANSACTIONS

During  the first quarter of 1999, the Company sold 248,000 post-split shares of
its  common  stock  for  $390,000  or  an average price of $1.57 per share.  The
Company  also  issued  38,200 post-split shares of its common stock for services
rendered,  valued  at $47,750 or $1.25 per share.  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 25,500 shares of its common stock for services rendered,
valued  at $12,750 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.

During  the  fourth  quarter  of  1999, the Company issued 175,000 shares of its
common  stock  for  services rendered, valued at $87,500 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).  TPH s two (2)
shareholders  are the Company s CEO and his brother, making this a related party
transaction.  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.  TPH had no financial
statements or assets and liabilities at the time of acquisition.  The essence of
the  arrangement  was  to provide Kevin Harrington and Tim Harrington additional
compensation  in  the  form  of  common stock through the purchase of TPH.  As a
result,  the  shares  are  being shown as issued for compensation expense with a
charge  to  operating  expenses  in  the  amount  of  $750,000.


<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  5  -     EQUITY  TRANSACTIONS  (Continued)

During the first quarter of 2000, the Company issued 35,000 shares of its common
stock  for  services  rendered, valued at $57,750 or $1.65 per share, the market
price  of  the stock at the time of issuance. In addition, three shareholders of
the  Company withdrew $138,500 against capital previously contributed by them to
the  Company.  The  original  contributions  were recorded as additional paid-in
capital  and  the  withdrawals  are  a  reduction  in  the  same  account.

NOTE  6  -     NOTES  PAYABLE  -  RELATED  PARTIES

     Notes  payable  -  related  parties  consisted  of  the  following:
                                                     March  31,    December  31,
                                                         2000               1999
--------------------------------------------------------------------------------
     Note  payable  to  a  shareholder,  unsecured,
 interest  at  8.0%,  interest  payments  due  quarterly
 beginning  March  31,  1999,  principal  balance  due
 December  31,  2000.                         $     35,156          $     35,156

     Note  payable  to  a  shareholder,  unsecured,  interest
 at  8.0%,  interest  payments  due  quarterly  beginning
 March  31,  1999,  principal  balance  due  December
 31,  2000.                                         50,000                50,000

     Note  payable  to  a  related  company,  unsecured,
 interest  at  10%,  principal  and  interest  balance
 due  on  demand.                                  125,000               125,000

     Note  payable  to  a  related  company,  unsecured,
 interest  at  10%,  principal  and  interest  balance
 due  on  demand.                                  100,000               100,000

     Note  payable  to  a  related  company,  unsecured,
 interest  at  10%,  principal  and  interest  balance
      due  June  1,  2000.                          50,000                50,000

     Total  notes  payable  -  related  parties    360,156               360,156

     Less:  current  portion                      (360,156)            (360,156)

 Long-term notes payable-related  parties          $     0               $     0

     Maturities  of  notes  payable  -  related  parties  are  as  follows:

                                                      Year  Ending
                                                        March  31,
--------------------------------------------------------------------------------

                                           2001                    $     360,156
                                       Thereafter                              0
--------------------------------------------------------------------------------
                                        Total                      $     360,156

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  7  -     NOTES  PAYABLE

     Notes  payable  consisted  of  the  following:
                                                    March  31,     December  31,
                                                         2000               1999
--------------------------------------------------------------------------------
     Note  payable  to  Nations  Bank,  secured  by  stock,
 interest  at  10%,  interest  payments  due  monthly,
 principal  balance  due  on  demand.         $     39,724          $     39,724

     Note  payable  to  a  company,  unsecured,  interest
 at  8.0%,  interest  payments  due  monthly,  principal
 balance  due  July  8,  2000.                      72,715                72,715

     Total  notes  payable                         112,439               112,439

     Less:  current  portion                      (112,439)            (112,439)

     Long-term  notes  payable                     $     0               $     0

     Maturities  of  notes  payable  are  as  follows:

     Year  Ending
                                                                  March  31,
--------------------------------------------------------------------------------
                                           2001                    $     112,439
                                           Thereafter                          0
                                           Total                   $     112,439

NOTE  8  -     LINE  OF  CREDIT

The Company has a line of credit with Nations Bank of $150,000.  As of March 31,
2000  and  December  31,  1999,  the  balance  owed  was  $-0-  and  $132,148,
respectively.  Borrowings under the line of credit are guaranteed by the Company
and  bear  interest  at  9.5%.

NOTE  9  -     FINANCIAL  INSTRUMENTS

Statement  of  Financial  Accounting  Standards No. 107 (SFAS 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  instruments  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.  The carrying
amount  of  long-term  debt approximates  fair value based on the borrowing rate
(10.0%)  currently  held  by  the  Company  for  a  bank  loan.

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999

NOTE  10  -     OUTSTANDING  STOCK  OPTIONS

The  Company  applies Accounting Principles Board ( APB ) Option 25,  Accounting
for  Stock  Issued  to Employees,  and related Interpretations in accounting for
all  stock  option  plans.  Under APB Option 25, compensation cost is recognized
for  stock  options  granted to employees when the option price is less than the
market  price  of  the  underlying  common  stock  on  the  date  of  grant.

FASB  Statement 123,  Accounting for Stock-Based Compensation  ( SFAS No. 123 ),
requires  the  Company  to provide proforma information regarding net income and
net  income  per  share  as if compensation costs for the Company s stock option
plans  and  other  stock  awards had been determined in accordance with the fair
value  based  method prescribed in SFAS No. 123.  The Company estimates the fair
value  of  each  stock award at the grant date by using the Black-Scholes option
pricing  model  with the following weighted average assumptions used for grants,
respectively;  dividend yield of zero percent for all years; expected volatility
of  32  percent  for  all  years;  risk-free  interest rates of 10.0 percent and
expected  lives  of  4.25  years.

Under the accounting provisions of SFAS No. 123, the Company s net income (loss)
would  have  been  changed  by  the  pro  forma  amounts  indicated  below:

                                                                 March  31,
                                                         2000               1999
--------------------------------------------------------------------------------
     Net  income  (loss):
  As  reported                            $     109,968          $     (636,267)
  Pro  forma                                    (48,666)               (636,267)

     Basic  income  (loss)  per  share:
  As  reported                               $     0.02             $     (0.18)
  Pro  forma                                      (0.01)                  (0.18)

During  the initial phase-in period of SFAS 123, the effect on pro forma results
are  not  likely  to  be  representative  of the effects on pro forma results in
future  years  since options vest over several years and additional awards could
be  made  each  year.

A summary of the status of the Company s stock option plans as of March 31, 2000
and  changes  during  the  year  is  presented  below:
                                                 March  31,
                                                  2000
                                                  Weighted
                                                  Average
                                            Shares               Exercise  Price
--------------------------------------------------------------------------------
     Outstanding,  beginning  of  period
                                                     420,000          $     5.00
     Granted                                               0                   0
Canceled                                                   0                   0
Exercised                                                  0                   0
                                                           0                   0

     Outstanding,  end  of period                    420,000          $     5.00

     Exercisable,  end  of period                    105,000          $     2.50

     Weighted  average  fair  value  of  options                      $     2.12

<PAGE>

                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  10  -     OUTSTANDING  STOCK  OPTIONS  (Continued)
--------------------------------------------------------------------------------
                                        Outstanding          Exercisable
                                         Weighted
                                           Average           Number     Weighted
                                 Number    Remaining      Excersisable   Average
                              Outstanding Contractual     at 3/31/00   Excercise
  Exercise  Prices                           Life                        Price
--------------------------------------------------------------------------------

$2.50                          105,000    4.50      $ 2.50   105,000       $2.50
 4.00                          105,000    4.50        4.00         0           0
6.00                           105,000    4.50        6.00         0           0
7.50                           105,000    4.50        7.50         0           0
$2.50-7.50                     420,000    4.50       $5.00   105,000       $2.50

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.

Additional  stock  options are available to Kevin Harrington, Tim Harrington and
Mel Arthur based on the stock trading performance of the Company s common stock.
If  the  Company  s  shares are trading at a price of $15.00 per share,  256,500
options will be granted at an exercise price of $7.50 per share.  If the Company
s  shares  are  trading  at a price of $20.00 per share, 256,500 options will be
granted  at  an  exercise price of $7.50 per share.  If the Company s shares are
trading  at  a price of $25.00 per share,  327,000 options will be granted at an
exercise  price  of $7.50 per share.  As of March 31, 2000, the Company s common
stock  has  not  reached  any  of  the performance measurements mentioned above.


<PAGE>
                      RELIANT INTERACTIVE MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE  11  -     BASIC  AND  DILUTED  EARNINGS  PER  SHARE

The  computation  of basic and diluted income per share of common stock is based
on  the  weighted  average number of shares outstanding during the period of the
financial  statements  as  follows:

                 For  the  Three  Months  Ended   For  the  Three  Months  Ended
                     March  31,  2000                     March  31,  1999
--------------------------------------------------------------------------------
                Income     Shares     Per-Share     Loss     Shares    Per-Share
             (Numerator(Denominator)    Amount   (Numerator)(Denominator) Amount

Basic  Earnings  (Loss)  Per  Share

     Income  available  to
 common  stockholders
              $109,968    6,314,160     $0.02    $(636,267)  3,500,518  $(0,18)
Effect  of  Dilutive  Securities
     Common  stock  options      0    420,000            0           0       0

Diluted  Earnings  (Loss)  Per  Share

     Income  available  to
 common  stockholders
 plus  assumed  conversions
        $     109,968     6,810,560     $0.02   $(636,267)  3,500,518  $(0.18)

Options to purchase 420,000 shares of common stock were outstanding at March 31,
2000  (see  Note 10). These options expire on June 30, 2004 and were issued with
an exercise price equal to or above the market value of the stock at the date of
issuance  and  have  been  included  in  the computation of diluted earnings per
share.

<PAGE>