FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                  For the quarterly period ended March 31, 2002

                                       OR

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

      For the transition period from _____________ to ____________________

                        Commission file number 000-26011

                           INTERNET CABLE CORPORATION
         --------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                     NEVADA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0540291
         --------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           195 RIVIERA DRIVE, UNIT 2, MARKHAM, ONTARIO, CANADA L3R 5J6
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (905) 479-5974
         --------------------------------------------------------------
              (Registrant's telephone number, including area code)

         --------------------------------------------------------------
          (Former name or former address, if changed since last report)


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.

Yes  x           No
   -------          -------

The number of shares outstanding of each of the issuer's classes of common
stock, as of May 6, 2002 was 12,722,684 shares, all of one class (common stock),
par value $0.001 per share.

Transitional Small Business Disclosure Format (check one);

Yes               No    x
   ------            --------


<PAGE>



                           INTERNET CABLE CORPORATION

                                      INDEX



PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements                                             Page

         Condensed Balance Sheet as of March 31, 2002 (unaudited)            3

         Condensed Statements of Operations (unaudited) for the
         three month periods ended March 31, 2002 and 2001                   4

         Condensed Statements of Cash Flows (unaudited) for the
         three month periods ended March 31, 2002 and 2001                   5

         Notes to Condensed Financial Statements                             6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                10

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                  13

Item 5.  Other Information                                                  14

Item 6.  Exhibits and Reports on Form 8K                                    14


                                        2
<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                                     INTERNET CABLE CORPORATION
                                                       CONDENSED BALANCE SHEET

                                                               ASSETS
<TABLE>
<CAPTION>

                                                                                                            March 31, 2002
                                                                                                              (Unaudited)
                                                                                                            --------------
<S>                                                                                                           <C>
Current assets
Cash                                                                                                             $247,235
Accounts receivable, net of allowance for doubtful accounts of $90,947                                            867,677
Unbilled receivables                                                                                              151,680
Prepaid expenses and other current assets                                                                          70,426
                                                                                                              -----------
Total current assets                                                                                            1,337,018
Property and equipment - at cost, less accumulated depreciation of $900,886                                       825,923
Goodwill, net of accumulated amortization of $1,728,494                                                         2,592,740
                                                                                                              -----------
                                                                                                               $4,755,681
                                                                                                              ===========

                                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable, stockholders                                                                                      $103,759
Accounts payable and accrued expenses                                                                           1,386,664
Accrued salaries and wages                                                                                      1,083,806
Current portion of capital leases                                                                                  36,114
Allowance for income taxes payable                                                                                341,322
                                                                                                              -----------
Total current liabilities and total liabilities                                                                 2,951,665

Stockholders' equity
Preferred Stock, $0.001 par value, 5,000,000 shares authorized and no shares issued or outstanding                      -
Class A Common stock, $0.001 par value, 5,000,000 shares authorized and no shares issued or                             -
outstanding
Common stock, $0.001 par value, 50,000,000 shares authorized, 12,722,684 shares issued and outstanding             12,723
Additional paid-in capital                                                                                     19,310,991
Cumulative translation adjustments                                                                                  1,815
Accumulated deficit                                                                                           (17,521,513)
                                                                                                              -----------

Total stockholders' equity                                                                                      1,804,016
                                                                                                              -----------

                                                                                                               $4,755,681
                                                                                                              ===========


                         The accompanying notes are an integral part of these condensed financial statements

</TABLE>


                                                                 3
<PAGE>

<TABLE>
<CAPTION>


                                                     INTERNET CABLE CORPORATION
                                                 CONDENSED STATEMENTS OF OPERATIONS
                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                             (Unaudited)

                                                                      2002                      2001
                                                                 --------------             -----------

<S>                                                                <C>                       <C>
Sales and services                                                 $1,565,720                $1,346,989
Cost of sales
Direct costs                                                          786,522                   754,169
Indirect costs                                                        403,256                   687,717
Depreciation                                                           40,592                    45,772
                                                                 --------------             -----------
Gross operating margin (loss)                                         335,350                  (140,669)

Operating costs
Selling, general and administrative expenses                          429,957                   983,809
Depreciation                                                           13,458                    14,518
(Gain) on disposal of assets                                          (28,265)                        -
Amortization of goodwill                                                    -                   216,063
                                                                 --------------             -----------
Loss from operations                                                  (79,800)               (1,355,059)

Interest expense                                                          758                    54,762
                                                                 --------------             -----------

Net loss                                                             $(80,558)              $(1,409,821)
                                                                 ==============             ============
Other comprehensive income translation adjustment                    $  1,815               $   (13,288)
                                                                 --------------             -----------
Total comprehensive loss                                             $(78,743)              $(1,423,109)
                                                                  ==============             ============
Basic and diluted loss per share
before cumulative effect of change in
accounting principle                                                  $(0.006)                   $(0.13)

Cumulative effect of change in accounting principle                       --                       0.02
                                                                 --------------             -----------

Basic and diluted loss per share                                      $(0.006)                   $(0.11)
                                                                  ==============             ============

Weighted average shares outstanding                                12,689,351                10,493,984
                                                                  ==============             ============

                         The accompanying notes are an integral part of these condensed financial statements

</TABLE>

                                                                 4
<PAGE>

<TABLE>
<CAPTION>


                                                     INTERNET CABLE CORPORATION
                                                 CONDENSED STATEMENTS OF CASH FLOWS
                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                             (Unaudited)


                                                                                     2002                       2001
                                                                                --------------               -----------
<S>                                                                              <C>                         <C>
Net loss                                                                          $(80,558)                  $(1,409,821)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation                                                                        54,050                        60,290
Amortization of goodwill                                                                 -                       216,063
Amortization of discount on notes payable                                                -                        35,646
Stock-based compensation and stock issued for services                              90,000                             -
Stock issued in settlement of claims                                                11,607                             -
Gain on disposal of fixed assets                                                   (28,265)                            -

Changes in working capital:
Accounts receivable                                                               (372,328)                      364,074
Unbilled receivables                                                                31,805                       199,328
Inventory                                                                           15,710                       (11,473)
Other current assets                                                               (11,069)                       19,982
Accounts payable and accrued expenses                                              (11,000)                      564,260
                                                                                --------------               -----------

Net cash provided by (used in) operating activities                               (300,048)                       38,349
                                                                                --------------               -----------

Cash flows from investing activities
Disposals of property and equipment                                                 59,214                             -
Acquisitions of property and equipment                                                   -                       (21,088)
                                                                                --------------               -----------
Net cash provided by (used in) investing activities                                 59,214                       (21,088)

Cash flows from financing activities
Proceeds from line of credit                                                             -                       175,000
Capital lease payments, net                                                         (44,798)                        (594)
                                                                                --------------               -----------
Net cash provided by (used in) financing activities                                 (44,798)                     174,406
Effect of Exchange Changes on Cash                                                 (1,896)                     (13,288)
Net increase (decrease) in cash                                                    (287,528)                     178,379
Cash, beginning of period                                                           534,763                      182,552
                                                                                --------------               -----------
Cash, end of period                                                                $247,235                     $360,931
                                                                                ==============               ===========


                         The accompanying notes are an integral part of these condensed financial statements


                                                                 5
</TABLE>


<PAGE>


NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION, GOING CONCERN AND REVENUE RECOGNITION

Basis of presentation

The consolidated financial statements of Internet Cable Corporation (the
"Company") presented herein include the operations of its wholly owned
subsidiaries Cable Systems Technical Services, Inc. (a corporation organized
under the laws of Ontario, Canada), Cable Systems Technical Services, Inc. (a
corporation organized under the laws of Delaware), and Cable Systems TSI, NA (a
corporation organized under the laws of Delaware) collectively referred to as
"TSI", Internet Cable Corporation NA (incorporated under the laws of
Pennsylvania) and CAD Consultants, Inc. (incorporated under the laws of New
Jersey) referred to as "CAD". The consolidated financial statements of Internet
Cable Corporation have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission for quarterly reports on
Form 10-QSB. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles ("GAAP") have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. All
significant intercompany balances and transactions have been eliminated in
consolidation.

The financial information in this report reflects, in the opinion of management,
all adjustments of a normal recurring nature necessary to present fairly the
results for the interim period.

Due to the inherent seasonal nature of the businesses, quarterly operating
results may not be indicative of the actual operating results for the full year.


Going concern

The Company has incurred significant losses from operations since inception. The
operating environment confronting the Company raises substantial doubt about the
Company's ability to continue as a going concern. The principal conditions
giving rise to this include the following:

      o    The Company has experienced recurring losses from operations. The
           loss from operations for the current quarter was $80,558 with an
           accumulated deficit of $17,521,513 at March 31, 2002.

      o    The Company is subject to litigation, which could have a material
           impact on the financial position of the Company (see Note 3 -
           Commitments and Contingencies).

      o    The Company experienced significant downward pressure on its revenue
           during 2001 and although it has begun to see an increase in revenue
           in comparison to the first quarter of 2001, the increase has not been
           large enough to generate profits.

Accordingly, the Company is seeking additional funding in the near term. If
management is unable to secure such funding, it may be compelled to consider
other alternatives, including the liquidation of the Company. The Company has
applied accounting principles based on the Company continuing as a going
concern. There remains substantial doubt about the Company's ability to continue
as a going concern and therefore about its ability to realize its assets and
discharge its liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or to amounts and classifications of
liabilities that may be necessary if the Company is unable to continue as a
going concern.

The Company believes that if it is able to obtain at least $1.5 million in
financing, it will have the financial resources necessary to meet its presently
anticipated business requirements for the next 12 months. Nonetheless, depending
on market conditions, the Company may seek to sell additional equity or debt
securities or obtain alternative credit facilities. The sale of additional
equity or debt securities may result in significant dilution to the existing


                                       6
<PAGE>


shareholders and/or significant charges to earnings. The Company may not be able
to raise such capital on terms acceptable to the Company, if at all, or
successfully restructure its operations.

Revenue recognition

The Company has adopted the policy of recognizing revenue over the term of its
contracts as services are being performed. Depending on the nature of the
contract, income is recognized using either a unit of measure (based on feet or
other units) or hours worked.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". SFAS 144 requires that
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell, whether reported in continuing operations or in discontinued
operations. The standard is effective for 2002 and generally is to be applied
prospectively. The implementation of this standard has not had a material impact
on the Company's financial position or results of operations.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations". SFAS No.141
establishes new standards for accounting and reporting requirements for business
combinations, and will require that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method is prohibited. The adoption of SFAS No. 141 did not
have an impact on the Company's financial condition or results of operations.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which supersedes Accounting Principles Board ("APB") Opinion No. 17,
"Intangible Assets". SFAS No. 142 establishes new standards for goodwill
acquired in a business combination and eliminates amortization of goodwill and
instead sets forth methods to periodically evaluate goodwill for impairment. The
Company adopted SFAS No. 142 in the current quarter. During the quarter ended
March 31, 2001 goodwill amortization totaled $216,063. In complianced with the
adoption SFAS No. 142, goodwill will be tested for inpairment during the second
quarter of 2002.


                                       7
<PAGE>


NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company has been named as a defendant in a lawsuit filed in the United
States District Court for the Eastern District of Pennsylvania on or about
November 9, 2001. The plaintiffs, Michael F. Mulholland, William F. Walsh,
Robert F. Bronner, Richard H. Steele and William J. Flounders, are each former
members of the management of the Company who resigned in May 2001 pursuant to
the terms of a memorandum of understanding entered into at that time by such
individuals. The plaintiffs allege, among other things, that because the Company
failed to timely pay approximately $660,000 in amounts claimed under the
memorandum of understanding for back wages, they are now owed in excess of
$1,600,000, representing collective past and future amounts claimed to be owing
under their employment contracts, plus statutory penalties equal to 25% of their
unpaid wages, interest, attorneys fees and other amounts. The lawsuit also names
as defendants Messrs. Joseph Melanson, the Company's CEO, and Hovey Aiken III.
In addition to compensatory damages, the plaintiffs seek punitive damages
against such individuals for, among other things, their alleged
misrepresentations and false promises of prompt payment of wages claimed to be
due and owing to the plaintiffs. The Company intends to vigorously defend itself
against this action, and believes that it has good defenses to the claims.
However, the Company may not be successful. An adverse outcome could materially
impact the financial position of the Company.

The Company has also been served with a complaint from Mr. Mulholland filed on
January 10, 2002. The complaint alleges that the Company is in default of its
payment obligations under a promissory note delivered by the Company on May 4,
2001. Mr. Mulholland is seeking damages in the amount of $63,430 consisting of
$53,759 in the unpaid balance under the promissory note, $3,709 in interest
accrued to January 10, 2002 and $5,962 in legal fees and other costs. The
Company intends to vigorously defend itself against this action, and believes
that it has meritorious defenses to the claims.

The Company has also been served with a complaint from a former vendor filed on
April 18, 2000 in the Court of Common Pleas, Richland County, South Carolina.
The complaint demands approximately $18,000 in past due amounts for alleged
services. The Company disputes any services were provided, is investigating the
complaint and has filed a counterclaim. The Company will vigorously pursue its
counterclaim and its defense against this claim.

The Company may be engaged in other legal actions arising in the ordinary course
of its business. The Company believes that the ultimate outcome of any such
matters will not have material adverse effect on the Company's consolidated
financial position but may have a material impact on results of operations in a
given period.

NOTE 4 - COMMON STOCK

During the period ended March 31, 2002, the Company issued 308,700 common shares
as follows: 20,000 shares were issued to new employees pursuant to offers of
employment, 150,000 shares were issued for consulting services, 100,000 shares
were issued upon exercise of certain stock options and 38,700 shares were issued
in settlement of liabilities in the amount of approximately $11,607.

NOTE 5 - LOSS PER SHARE

The Company has reported loss per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share". SFAS
128 requires the presentation of basic and diluted earnings per share for
companies with complex capital structures. Basic loss per share is computed by
dividing the net loss by the weighted average number of shares of common stock
outstanding during the period. As of March 31, 2002, certain executives, key
employees and investors have been granted a total of 7,763,037 warrants and
options, 4,945,987 of which are currently vested, to purchase shares of the
Company's common stock. In accordance with SFAS 128, these warrants and options
have been excluded from the calculation of diluted earnings per share for the
three months ended March 31, 2002, as the results would be anti-dilutive since
the Company reported losses from operations in the period.


                                       8
<PAGE>


NOTE 6 - CONCENTRATION OF RISK

The Company provides broadband infrastructure engineering services to major
cable plant operators. As such, and due to the continuing acquisitions and
consolidation in the cable plant industry, the Company has a high concentration
of sales to a select group of customers as follows:

                                                       3 Months Ended
                                                       March 31, 2002
                                               -----------------------------
               WideOpenWest                    $  969,863              62.0%
               Rogers Cable Systems               407,359              26.0%
               Other                              188,498              12.0%
                                               ----------             ------
               Total sales                     $1,565,720             100.0%
                                               ==========             ======


NOTE 7 - RELATED PARTY TRANSACTIONS

In June 2000, the then acting Chairman of the Board and Chief Executive Officer
Michael Mulholland, loaned $67,842 to the Company. The terms of the loan include
9% interest and a repayment requirement upon the receipt of any bank loans,
lines of credit or other equity or debt financing. Subsequently, in July 2000,
Mr. Mulholland loaned the Company an additional $54,485 upon the same terms and
exercised certain stock options, acquiring 10,000 shares of common stock at a
strike price of $4.625 per share. The cost of the stock option exercise was
applied against the previous loans, resulting in a net loan to the Company of
$76,077 as of July 31, 2000. During the third quarter of 2000, the Company
repaid $40,000 of the loan. No further payments have been made to date. During
the second quarter of 2001, Mr. Mulholland loaned the Company an additional
$14,000 upon the same terms. On May 4, 2001 the Company executed a promissory
note with Mr. Mulholland in the amount of $53,759 the terms of which included
10% interest and due on demand or in 90 days from the date of the note,
whichever time was later, along with interest on the unpaid principal. As of
March 31, 2002 the principal and accrued interest on the loan were $53,759 and
$4,873 respectively ($36,077 and $2,750 respectively as of March 31, 2001).

On October 29, 2001 Tim Karnes resigned as a Director of the Company and entered
into a Memorandum of Understanding with the Company the terms of which included
the following. Mr. Karnes and the Company agreed that a total of $82,298 was
owing to Mr. Karnes as of October 29, 2001, included in which was the principal
amount of $50,000, owing under a loan made in 1999 bearing interest at 10% per
annum and due and payable upon receipt of any bank loans, lines of credit, or
other equity or debt financing, interest accrued to date in the amount of
$12,873 and deferred salary in the amount of $21,918 net of an advance in the
amount of $5,000. Upon execution of the agreement $7,000 was paid to Mr. Karnes,
to be applied to the past due salary owing. As of March 31, 2002 Mr. Karnes was
owed $14,918 in deferred salary. The Company has agreed to repay the balance
owing to Mr. Karnes subject to raising equity financing. The Company further
agreed to issue Mr. Karnes 100,000 shares of common stock and/or options to
purchase said stock, as may be agreed by and between the Company and Mr. Karnes.
In addition, the Company agreed to reduce the strike price of any and all
options and/or warrants currently issued and outstanding to Mr. Karnes to
fifteen ($0.15) cents. At March 31, 2002 the shares had not yet been issued and
the strike price of any and all options and/or warrants issued and outstanding
to Mr. Karnes had not yet been reduced.

During the quarters ended March 31, 2002 and March 31, 2001, certain executives
and other employees voluntarily deferred receipt of payment for their earned
salaries and auto allowances. The total deferred and accrued payroll at March
31, 2002 was $1,083,806 of which $93,750 was deferred by an executive officer.
At March 31, 2001 deferred and accrued payroll was $672,383 of which $530,192
was deferred by the executive officers.

NOTE  8 - DISPOSITION OF CAD CONSULTANTS, INC.

At a board meeting held on March 2, 2001, the board approved a resolution
authorizing the management of the Company to pursue the sale or other
disposition of CAD. The Company's management believed that the core business of
CAD, a wireless integrator, did not possess a strong enough strategic fit with
the current focus of the Company, which is to become the preferred vendor for
outsourcing upgrades and maintenance of cable plants. Additionally, management


                                       9
<PAGE>


had determined that continued funding of CAD's operating losses was not in the
best interest of its shareholders. As a result of this decision, the Company
took steps to seek the best solution in the sale, disposal or closure of CAD.
The Company did enter into negotiations with one potential buyer, but failed to
arrive at mutually acceptable terms. Therefore, on April 11, 2001, management
closed down the operations of CAD and terminated all related employees. Mr.
Craig Lerman, who was the sole shareholder of CAD prior to its acquisition by
the Company and who served as Wireless Division President of the Company until
the closing of CAD, agreed to assist in collecting outstanding accounts
receivable and, for a fee, completed short term pending projects related to the
CAD business. No definitive agreements have been entered into with Mr. Lerman
concerning the transition. Due to the failure to come to terms with Craig
Lerman, the former principal of CAD, concerning the termination, the Company is
potentially exposed to additional claims. While the Company expects to resolve
such claims without litigation, the Company may not be able to do so.

NOTE 9 - SUBSEQUENT EVENT

Subsequent to the end of the quarter, the Company received $100,000 in funding
from a private placement. Under the terms of the private placement, the Company
offered units consisting of a 10% convertible promissory note, in the principal
amount of $100,000, and a warrant to purchase 50,000 shares of common stock. The
warrants granted have a term of five years and a strike price of $0.50 per
share. The holders of units are granted a security interest in all of the
Company's assets. This security is subordinate only to any bank financing
secured by the Company.

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

Introductory Note

This report contains, in addition to historical information, forward-looking
statements by the Company with regard to its expectations as to financial
results and other aspects of its business that involve risks and uncertainties,
and may constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "may," "should,"
"anticipate," "believe," "plan," "estimate," "expect," "intend," and other
similar expressions are intended to identify forward-looking statements. These
include statements regarding the sufficiency of the Company's liquidity,
including cash resources, the availability of additional equity funding,
utilization of lines of credit or other borrowing facilities or opportunities,
concentration of sales risk, gross margins, current and future expenses, future
revenues and shortfalls in revenues, contract pricing and pricing uncertainty,
growth and expansion plans, sales and marketing plans, availability of adequate
technical personnel, capital expenditures, seasonality, and operating results.
Such statements are based on management's current expectations and are subject
to a number of uncertainties and risks that could cause actual results to differ
materially from those described in any forward-looking statements. Factors that
may cause such a difference include, but are not limited to, the risks set forth
in the Company's filings with the Securities and Exchange Commission (see the
"Risk Factors" section in the Company's Form 10-KSB for the year ended December
31, 2001). The Company does not intend to update these cautionary statements or
any forward-looking statements.


                                       10
<PAGE>


General

The Company's primary business focus is to provide broadband engineering
services to the North American broadband market. Major cable operators engage
the Company's services to upgrade, maintain and expand the technical network
infrastructure (cable plant facilities and networks) underlying their delivery
of new, robust broadband services, including high-speed Internet access,
cable-phone (telephony), digital and interactive TV cable, pay-per-view, alarm
monitoring and smart home devices.

During the quarter ended March 31, 2002, the Company introduced the ICC Systems
Engineering Group, which will provide cable operators with head end system
design, layout engineering, implementation planning and logistical support. This
service will enable cable operators to launch high-speed data, video on demand
and iTV services on new digital platforms. The Company anticipates that the
synergies between professional services and the ICC Systems Engineering Group
will provide additional growth from the current customer base. The Company
estimates that net loss for the period includes approximately $40,000 in start
up costs relating to the introduction of the ICC Systems Engineering Group. The
Company has not yet signed any new contracts as a result of the introduction of
the ICC Systems Engineering Group.

Sales

Sales for the first quarter of 2002 were $1,565,720, which was $218,731 or 16.2%
greater than the sales of $1,346,989 for the first quarter of 2001 and $353,147
greater than the first quarter 2001 excluding $124,416 relating to
the sales of CAD. The Company experienced a slow down in revenue in 2001
primarily as a result of the reduction in capital expenditures by its existing
customers. In the fourth quarter of 2001 the Company entered into a contract to
provide ongoing monthly maintenance services for WideOpenWest, a multiple system
operator ("MSO") operating in the Columbus, Cleveland, Detroit and Chicago
markets. The revenues from this contract contributed to the increase in sales in
the first quarter of 2002 over the first quarter of 2001.

The Company's first quarter revenues are subject to some seasonal fluctuations.
Traditionally, MSO's limit the amount of work being performed on their system
during the week of the New Year holiday. In addition, the Company has
historically performed less outdoor services during the winter months in colder
regions. During the first quarter of 2002 certain MSO's limited the amount of
work performed on their system during the Winter Olympics.

Cost of sales

Costs of sales are broken down into three major categories, those being direct,
indirect and depreciation costs. Direct costs, made up largely of labor and
labor related costs, represent those costs that are directly related to the
production of income and, within certain limitations, should be directly
variable in their relationship to sales. Indirect costs are generally made up of
those semi-variable production related overhead costs such as production
supervision wages and benefits, field office administration, field office rents
and supplies, and production vehicle leases and operating costs. The
depreciation charge included in the cost of sales is the portion of the total
annual depreciation charge that relates to those fixed assets, which are
deployed on projects.

Direct costs were $786,522 and $754,169 for the first quarter of 2002 and 2001,
respectively, excluding the direct costs of CAD which were $589,549 for the
first quarter of 2001. Direct costs increased by $32,353 or 4.3% in 2002
compared to 2001 which included $164,620 relating to CAD.

Indirect costs were $403,256 and $687,717 for first quarter of 2002 and 2001
respectively. This reflects a decrease of 41.4% in 2002 compared to 2001. Pro
forma indirect costs, excluding the indirect costs of CAD, were $637,717.


                                       11
<PAGE>


The cost of goods sold for the CAD division was almost exclusively direct costs.
The closure of CAD had little impact on the change in indirect costs since CAD
only accounted for $50,000 of the comparative quarters indirect costs. This
category of expense includes the less variable type of project expenses such as
project supervisors, remote office locations and long-term lease vehicle costs.
As the Company's revenues fell significantly in the first quarter of 2001 these
costs, more fixed in nature, were not readily or easily reduced. During the
remainder of 2001, the indirect costs were reduced. The decreased indirect
costs, along with reduced depreciation charges and proportionately higher direct
costs, resulted in an improved gross margin of 21.4% during first quarter 2002
as compared to a negative gross margin of 10.4% in first quarter 2001.

See "Depreciation" below for a discussion of depreciation expense included in
Cost of Sales.

Selling, general and administrative expenses

Selling, general and administrative expenses, including the expense categories
"stock issued for services" and "stock based compensation" ("SG&A"), decreased
by 56.3% to $429,957 (27.5% of revenues) in the first quarter of 2002 from
$983,809 (73.0% of revenues) in the first quarter of 2001. The decrease in SG&A
expenses is primarily attributable to a significant reduction in management and
administrative salaries and benefits, and office rent and the elimination of
$65,936 relating to CAD. The reduction in selling, general and administrative
expenses was due to the cost containment efforts the Company implemented in an
effort to bring the Company to profitability.

Depreciation

The consolidated fixed assets of the Company amount to $1,777,403, with a net
book value of $894,050. Over 85% of these assets are held by TSI. The most
significant component of TSI's fixed assets is technical testing equipment used
by the technicians in the field. Current year capital expenditures are generally
being depreciated over five years using the straight-line, half-year convention
method. Total consolidated depreciation expense was $54,050 and $60,290 for the
first quarter 2002 and 2001, respectively. Of the total 2002 depreciation
charge, $40,592 was recorded as a cost of sales and $13,458 was recorded as a
general operating expense.

Amortization of goodwill

Amortization expense was $0 and $216,063 for first quarter 2002 and 2001,
respectively. The Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets," in the current year. Previously, the Company amortized goodwill over
five years using the straight line method of amortization. If no amortization
had been expensed in 2001, the loss would have been $1,193,758.

Interest

The Company incurred net interest expense of $758 and $54,762 for the first
quarter 2002 and 2001, respectively. The interest charges for 2001 are largely
related to the interest expense associated with capitalized leases at TSI and
interest on the Company's line of credit borrowings.

Net loss

The net loss was $80,558 and $1,409,821 for the first quarter of 2002 and 2001,
respectively. The pro forma net loss from operations was $1,204,165 for the
first quarter of 2001. The net loss decreased by $1,329,263 primarily due to the
improvement in gross operating margin and the large reductions in selling,
general and administrative expenses.

Liquidity and capital resources

Historically, the Company has financed its operations primarily through a
combination of private sales of equity securities and loans from the Company's
executive officers and private investors. During the third quarter of 2000, the
Company secured additional funding through a $1 million line of credit,
providing additional working capital secured by certain qualified accounts
receivable. As of August 2, 2001, the Company repaid the line of credit in full.
At March 31, 2002, the Company had cash of $247,235;


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and current liabilities of $2,951,065 exceeded current assets of $1,337,018 by
$1,614,047 providing a current ratio of 0.45 to 1.0. This compares to cash
balances of $534,763 and negative working capital of ($1,718,719) as of December
31, 2001.

The Company's immediate capital requirements primarily relate to funding
operations, working capital needs and capital expenditures. The Company is in
need of additional financing to satisfy its immediate working capital
requirements. Accordingly, the Company is seeking additional funding. If
management is unable to secure such funding, it may be compelled to consider
other alternatives, including the liquidation of the Company. See Note 1, of the
Notes to the Financial Statements concerning doubt as to the Company's ability
to continue as a going concern.

The Company may not be able to obtain additional financing on terms acceptable
to the Company or successfully restructure its operations. The Company believes
if it is able to obtain at least $1.5 million in financing, it may have the
financial resources necessary to meet its presently anticipated business
requirements for the next 12 months. Nonetheless, depending on market
conditions, the Company may seek to sell additional equity or debt securities or
obtain alternative credit facilities. The sale of additional equity or debt
securities may result in significant dilution to the existing shareholders
and/or significant charges to earnings. There is no assurance that the Company
will be able to raise such capital on terms acceptable to the Company, if at
all.

For the first quarter of 2002, cash flow used by operating activities amounted
to $300,048. This amount was derived from the loss of $80,558, adding back
certain non-cash expenditures of $73,342 and a net increase in working capital
of $346,882. The non-cash expenditures included, among other things, stock based
compensation, stock issued for services and depreciation. The increase in
working capital was due to an increase in business activity that resulted in,
among other things, increases in accounts receivable and unbilled revenue.

Investing activities for the first quarter of 2001 amounted to a net inflow of
$59,214 relating to the disposition of fixed assets.

Cash used by financing activities for the first quarter of 2001 amounted to
$44,798. This was comprised of capital lease repayments.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has been served with a complaint from a former vendor, Jackson
Engineering, filed on April 18, 2000 in the Court of Common Pleas, Richland
County, South Carolina. The complaint demands approximately $18,000 in past due
amounts for alleged services. The Company disputes any services were provided,
is investigating the complaint and has filed a counterclaim. The Company intends
to vigorously pursue its counterclaim and its defense against this claim.

The Company has been named as a defendant in a lawsuit filed in the United
States District Court for the Eastern District of Pennsylvania on or about
November 9, 2001. The plaintiffs, Michael F.Mulholland, William F. Walsh, Robert
F. Bronner, Richard H. Steele and William J. Flounders, are each former
management members of the Company who resigned in May 2001 pursuant to the terms
of a memorandum of understanding entered into at that time by such individuals.
The terms of that agreement were previously disclosed in the Company's Current
Report filed on Form 8-K as filed on May 31, 2001. The plaintiffs allege, among
other things, that because the Company failed to timely pay approximately
$660,000 in amounts claimed under the memorandum of understanding for back
wages, they are now owed in excess of $1,600,000, representing collective past
and future amounts claimed to be owing under their employment contracts, plus
statutory penalties equal to 25% of their unpaid wages, interest, attorneys fees
and other amounts. The lawsuit also names as defendants Messrs. Joseph Melanson,
the Company's CEO, and Hovey Aiken III. In addition to compensatory damages, the
plaintiffs seek punitive damages against such individuals for, among other
things, their alleged misrepresentations and false promises of prompt payment of
wages claimed to be due and owing to the plaintiffs. The Company intends to
vigorously defend itself against this action, and believes that it has good
defenses to the claims. However, the Company may not be successful. An adverse
outcome could materially impact the financial position of the Company.


                                       13
<PAGE>

The Company has also been served with a complaint from Mr. Mulholland filed on
January 10, 2002, in the Court of Common Pleas of Montgomery County,
Pennsylvania. The complaint alleges that the Company is in default of its
payment obligations under a promissory note delivered by the Company on May 4,
2001. Mr. Mulholland is seeking damages in the amount of $63,430 consisting of
$53,759 for the unpaid balance under the promissory note, $3,709 in interest
accrued to January 10, 2002 and $5,962 in legal fees and other costs. The
Company intends to vigorously defend itself against this action, and believes
that it has meritorious defenses to the claims.

The Company may be engaged in other legal actions arising in the ordinary course
of its business. The Company believes that the ultimate outcome of any such
matters will not have a material adverse effect on the Company's consolidated
financial position but may have a material impact on results of operations in a
given period.

For a discussion of certain other legal proceedings to which the Company is a
party, see the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.


ITEM 5.  OTHER INFORMATION

Subsequent to the end of the quarter, the Company received $100,000 in funding
from a private placement. Under the terms of the private placement, the Company
offered units consisting of a 10% convertible promissory note, in the principal
amount of $100,000, and a warrant to purchase 50,000 shares of common stock. The
warrants granted have a term of five years and a strike price of $0.50 per
share. The holders of units are granted a security interest in all of the
Company's assets. This security is subordinate only to any bank financing
secured by the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)    Exhibits

         10.1  Memorandum of Understanding, dated October 29, 2001, by and
               between Internet Cable Corporation and Timothy Karnes

         10.2  Addendum to Memorandum of Understanding, dated January 8, 2002,
               by and between Internet Cable Corporation and Timothy Karnes

         b)    Reports on Form 8-K

               None


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Internet Cable Corporation

/s/ Joseph M. Melanson                         Date signed: May 15, 2002
---------------------------------------
Joseph M. Melanson
Chairman and Chief Executive Officer


/s/ Jill Macdonald                             Date signed: May 15, 2002
---------------------------------------
Jill Macdonald, Corporate Controller
(Principal Financial Officer)



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