UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB



(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 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:
                                    0-26093


                     INTERMEDIA MARKETING SOLUTIONS, INC.
------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)


        Nevada                                          88-0382813
---------------------------------               -----------------------------
(State or other jurisdiction                  (IRS Employer Identification No.)
 of incorporation or organization)



  2001 West Sample Road, Suite 101, Pompano Beach, Florida        33064
---------------------------------------------------------------------------
                  (Address of principal executive offices)     (Zip Code)


                    (954) 969-1010
       -------------------------------------------------------
        (Registrant's telephone number, including area code)


                  Not applicable
----------------------------------------------------------------
(Former name former address and former fiscal year if changed since last report)





   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
    -      ---

   As of August 10, 2002, the registrant had a total of 12,647,702 common shares
outstanding.


<PAGE>






                      INTERMEDIA MARKETING SOLUTIONS, INC.
                              Index to Form 10-QSB
                                  June 30, 2002


PART I.   FINANCIAL INFORMATION

                                                                            Page
  Item 1. Consolidated Financial Statements (Unaudited)

    Condensed Consolidated Balance Sheet at June 30, 2002                      3

    Condensed Consolidated Statements of Operations for the three and six
    months ended June 30, 2002 and 2001                                        4

    Condensed Consolidated Statements of Cash Flows for the six months
    Months ended June 30, 2002 and 2001                                        5


    Note to Consolidated Financial Statements                                  6

  Item 2.  Management's Discussion and Analysis or Plan of Operations          7


PART II.  OTHER INFORMATION                                                   10

          Item 6. Exhibits and Reports on Form 8-K













                                        2

<PAGE>

                INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                            Condensed Consolidated Balance Sheet
                                   (UNAUDITED)
                                 June 30, 2002


                                     Assets
                                    --------
Current assets:
    Cash                                                             $   67,429
    Accounts receivable, net of allowance for doubtful accounts
    of $672,087                                                       2,286,043
    Inventories                                                       2,243,433
    Prepaid expenses and other current assets                           826,568
                                                                 ---------------
 Total current assets                                                 5,423,473

Equipment and leasehold improvements, net                             1,172,520
Goodwill                                                                 64,663
Other assets                                                            157,213
                                                                 ---------------
                 Total assets                                        $6,817,869
                                                                 ===============
                Liabilities and stockholders' equity

Current liabilities:
   Accounts payable and accrued expenses                             $1,154,506
   Deferred income taxes payable                                      1,809,772
   Lines of credit                                                    1,273,358
   Deferred revenue                                                   2,534,993
                                                                 ---------------
                 Total current liabilities                            6,772,629
Stockholders' equity:
   Common stock, $.001 par value:
      Authorized 150,000,000 shares; issued and outstanding,
      12,614,702 shares,                                                 12,648
   Additional paid-in capital                                         1,626,422
   Accumulated deficit                                               (1,593,830)
                                                                  --------------
      Total stockholders' equity                                         45,240
                                                                  --------------
           Total liabilities and stockholders' equity               $ 6,817,869
                                                                  ==============

             See notes to unaudited condensed consolidated financial statements



                                        3


<PAGE>

<TABLE>
<CAPTION>



                     INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)

  <S>                                           <C>

                                                THREE MONTHS ENDED JUNE,         SIX MONTHS ENDED JUNE 30,
                                              --------------------------------  ------------------------------
                                                  2002             2001              2002             2001
                                              -------------     -------------   -------------   -------------
   Revenues                                   $ 3,899,303         4,814,153      $ 6,323,026       $ 8,308,080
   Cost of revenues                             1,874,570         2,119,637        2,856,995         3,726,997
                                              -------------     -------------    -------------     -------------
        Gross Margin                            2,164,261         2,694,516        3,466,031         4,581,083

  Operating Expenses:
        Selling                                   694,719           699,473        2,016,973         1,688,335
        General and administrative              1,384,632         1,278,131        1,874,298         1,804,069
                                              ------------     -------------     ------------     -------------
   Total operating expenses                     2,079,351         1,977,604        3,891,271         3,492,404

  Operating income (loss)                         (54,618)          716,912         (425,240)        1,088,679

  Interest expense                                (18,375)             --            (32,750)
                                                -----------     -------------      -----------       ---------
  Net income (loss) before taxes                  (72,993)          716,912         (457,990)        1,088,679

Income tax                                        (35,336)          313,165         (189,335)          461,872
                                              ------------     -------------     -------------     -------------
  Net Income (loss)                             $ (37,657)        $ 403,747        $(268,655)       $  626,807
                                              =============     =============    =============     =============
  Net Income (loss) per Common Share-Basic
      and Diluted                               $   (0.00)        $    .03           $ (.02)          $   .05
                                              =============     =============    =============     =============

  Weighted Average Number of Common
            Shares-Basic and Diluted             12,647,702        12,614,702        12,647,702        12,614,702
                                              =============     =============    =============     =============


                 See notes to unaudited condensed consolidated financial statements

                                        4

</TABLE>








<PAGE>

<TABLE>
<CAPTION>


                     INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)

 <S>                                                                       <C>
                                                                                 SIX MONTHS ENDED JUNE 30,
                                                                                -------------------------
                                                                                 2001               2002
                                                                                -------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                            $ 626,807           $ (268,655)
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                             131,180              303,850
     Provision for deferred income taxes                                       461,808             (173,713)
     Provision for bad debts                                                   122,801                --
     Changes in operating assets and liabilities:
        (Increase)decrease in accounts receivable                           (1,106,544)             276,991
        (Increase)in inventories                                              (495,398)            (451,182)
        (Increase)in prepaid expenses and other current assets                 (50,097)             (22,513)
        (Increase)decrease in other assets                                    (21,745)               8,867
        Increase (decrease) in accounts payable and accrued expenses         1,215,375             (509,965)
        Increase (decrease) in deferred revenue                               (395,112)             851,589
                                                                             ----------          ----------
Net cash provided by operating activities                                      489,075               15,269
                                                                             ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                         (552,819)            (334,118)
                                                                              ---------           ----------
Net cash used in investing activities                                         (552,819)            (334,118)
                                                                              ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Lines of credit                                                                --                 247,314
                                                                             ----------           ----------
Net cash provided by financing activities                                        --                 247,314
                                                                             ----------           ----------
Net decrease in cash                                                           (63,744)             (71,535)
Cash, beginning of period                                                      421,359              138,964
                                                                             ----------           ----------
Cash, end of period                                                          $ 357,615               67,429
                                                                             ==========           ==========
Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest                                                                 $   --                $  35,336
                                                                             =========            ==========

   Taxes                                                                     $   1,238            $  --
                                                                             =========            ==========

                   See Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>



                                        5

<PAGE>

                      INTERMEDIA MARKETING SOLUTIONS, INC.
                   Notes to Condensed Consolidated Financial Statements
                                  June 30, 2002
                                   (Unaudited)

1.       BASIS OF PRESENTATION AND OPERATIONS

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and in accordance with the instructions to Form 10-QSB and
Items 303 and 300(b) of Regulation S-B. Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  the
accompanying  unaudited consolidated financial statements contain all normal and
recurring  adjustments  which  are  necessary  for a  fair  presentation  of the
Company's  financial  position,  results of operations  and cash flows as of the
dates and for the periods presented.  The consolidated results of operations for
the three and six months ended June 30, 2002 are not  necessarily  indicative of
the results to be expected for the full year. For further information,  refer to
the  financial  statements  and  footnotes  thereto  included in the  Intermedia
Marketing Solutions,  Inc.  ("Intermedia  Marketing Solutions" or the "Company")
audited financial statements for the year ended December 30, 2001.


2. REVENUES

A portion of revenue  represents  revenues from contracts to produce  television
programs  using  the   "percentage-of-completion-method"   recognizing   revenue
relative  to the  proportionate  progress on such  contracts  as measured by the
ratio  which costs  incurred  by the  Company to date bear to total  anticipated
costs on each program.

Deferred revenue  represents  amounts which have been billed or paid and not yet
earned in accordance with this method.

3. INVENTORIES

Inventories   consists  primarily  of  retail  goods  obtained  as  payment  for
transactions signed up for by customers.  The inventory is recorded at the lower
of cost or market using the first-in  first-out method.  The company receives as
part of the  consideration  for  some of  their  production  services  inventory
product for resale.  The inventory is recorded at the fair value of the services
rendered.  As of June 30,  2002 the  company had  $2,243,433  of finished  goods
inventory on hand.



                                        6


<PAGE>



                            INTERMEDIA MARKETING SOLUTIONS, INC.
          PART I. ITEM 2- MANAGEMENT'S DISCUSSION OR PLAN OF OPERATIONS
                                  June 30, 2002

The  following  discussion  of the  results  of  the  operations  and  financial
condition  of  Intermedia  Marketing  Solutions,   Inc.  ("Intermedia  Marketing
Solutions" and the  "Company")  should be read in  conjunction  with  Intermedia
Marketing  Solutions  unaudited  Consolidated  Financial  Statements  and  Notes
thereto included  elsewhere in this report and the Company's 10-KSB for the year
ended December 31, 2001.

Overview

The  Company  is  an  integrated  multimedia  marketing-solutions  company.  Its
consumer  shopping  division,  markets and sells  unique,  newly  launched,  and
nationally  branded  consumer  products  using their  integrated  media approach
through 30-minute shop-at-home  television programs,  direct response television
commercials and e-commerce web sites.  The Company's  Tricom  Pictures  division
produces  television  programs  to educate  viewers on  breakthroughs,  emerging
trends,  innovations,  and  lifestyles.  These two divisions are related in that
both deal with the Company marketing the client's products to the consumers. The
Company's  third  division  is  a  full  service   state-of-the-art   multimedia
production  facility  that  produces  television,  print  and web  material  for
Intermedia  Marketing Solutions divisions as well as other clients. All programs
and commercials are distributed to national  audiences  through a combination of
any and all of the following:  ABC affiliates,  NBC affiliates,  CBS affiliates,
FOX  affiliates,   UPN  affiliates  and  WB  affiliates  (collectively  "network
affiliates"),  independent  television  stations  and targeted  cable  networks.
Products  and  services  featured  on the  shopping  divisions  shows and direct
response  commercials are sold through its telephone call centers, the Company's
websites and other e-commerce.

Historically  part of the  Company's  strategy is to grow through the opening of
new  offices  domestically  and the  expansion  of the  number  of  distribution
opportunities  for the participants on the Company's  television  programs.  The
Company's  expansion  and growth  plans will  depend on its  ability to identify
appropriate  targets  and markets and obtain the  necessary  financing  to bring
these plans to  fruition.  Further,  the success of the  Company's  efforts will
depend on its ability to identify these opportunities,  attract highly qualified
personnel  and  manage  geographically  dispersed  operations.  There  can be no
assurances  that the  Company  will be  successful  in its  plan of  operational
expansion nor the management of such growth. In addition  financial  constraints
may make this strategy extremely difficult to achieve.

CRITICAL ACCOUNTING POLICIES

A portion of revenue  represents  revenues from contracts to produce  television
programs  using  the   "percentage-of-completion-method"   recognizing   revenue
relative  to the  proportionate  progress on such  contracts  as measured by the
ratio  which costs  incurred  by the  Company to date bear to total  anticipated
costs on each program.

Deferred revenue  represents  amounts which have been billed or paid and not yet
earned in accordance with this method.

                                        7

<PAGE>

Inventories   consists  primarily  of  retail  goods  obtained  as  payment  for
transactions signed up for by customers.  The inventory is recorded at the lower
of cost or market using the first-in  first-out method.  The company receives as
part of the  consideration  for  some of  their  production  services  inventory
product for resale.  The inventory is recorded at the fair value of the services
rendered.

Results of Operations

COMPARISON  OF THE SIX MONTHS  ENDED JUNE 30, 2002 TO THE SIX MONTHS ENDED JUNE
30, 2001.

Total  revenues  for the six  months  ended  June 30,  2002 were  $6,323,026,  a
decrease of $1,985,054 from $8,308,080 for the prior comparable  period in 2001.
The  decrease is  attributable  to a decrease  in revenues  from the TV shopping
division of approximately  $1,100,000 and the education  division of $900,000 in
the  quarter  as a result of fewer  contracts  written  in the third and  fourth
quarter last year and first quarter this year due to economic  conditions across
the nation being significantly down.

Cost of Revenues  decreased to $2,856,995,  or 45% of revenues versus $3,726,997
or 45% for the prior  comparable  period.  The  decrease  on a dollar for dollar
basis is a result of less  airtime and a reduction  in  personnel as compared to
last year.

Selling  expenses were $2,016,973  during the six months ended June 30, 2002, an
increase of $328,638 from the prior comparable  period in 2001. This increase is
a result of expenses related to magazine  advertising  pages used to promote the
company's  show and  products  nationwide  and  additional  commissions  paid to
incentive  the  marketing  force.  Selling  expenses  in  2002  were 32 % of net
revenues  as  compared to 20% in 2001.  The  increase  of selling  expenses on a
percentage basis is a result of fixed costs remaining constant from year to year
versus a decrease in revenue and the increase use of magazine pages used.

General and administrative  expenses were $1,874,298 during the six months ended
June 30, 2002, an increase of $70,229 from the prior comparable  period in 2001.
General and administrative expenses in 2002 were 30% of net revenues as compared
to 22% in 2001.  The  increase  of  general  and  administrative  expenses  on a
percentage basis is a result of fixed costs remaining constant from year to year
and the decrease in revenues.


Liquidity and Capital Resources

The Company  generated  $15,269 from operating  activities in 2002 as opposed to
$489,075 during the same period in 2001. The increase and decreases in operating
assets and liabilities  resulted in a net decrease to cash flow of approximately
$477,000 as compared to the same six months last year.  The difference is mainly
a result of an operating  profit last year versus a loss this year. Cash used in
investing   activities   totaled  $334,118  in  2002  as  a  result  of  capital
expenditures  relating to  purchase of  production  equipment,  the  purchase of
computer hardware and computer software.

At June 30, 2002, the Company's  backlog for contracts signed and work not begun
or contracts  partially  completed and work is to be done totaled  approximately
$3,682,000  as compared  to  approximately  $5,220,000  at June 30,  2001.  This
decrease is mainly a result of more deferred  revenue becoming sales as a result
of improved  efficiencies  in the production  department and a larger portion of
contract being completed on a percentage basis.

                                        8

<PAGE>

The Company  anticipates  based on current  backlog of contracts and assumptions
relating to operations, the Company's revenues and net income for the year ended
December  31, 2002 will be less than the prior year.  This mainly is a result of
economic  conditions and events occurring during the past 12 months. The current
state of the  economy  has  resulted  in less  contracts  signed  during 2002 as
compared to 2001  reducing  total  revenue  and net  income.  As a result of the
decrease in new  contracts  and  reduced  backlog the company may be required to
reduce  personnel  and close  divisions  in order to meet its cash needs for the
rest of the year.

Based on the current  state of the economy the company has  experienced a severe
reduction  in its  business  and  future  cash  flows as a result.  The  company
believes  despite  these  events  that  cash  flows  from  operations  could  be
sufficient to satisfy the Company's contemplated cash requirements until the end
of the current  year.  In the event that the  Company is unable to  sufficiently
meet cash flow, the Company could be required to seek  additional  financing and
severely reduce company overhead they may result in operating losses for 2002.

The  Company  currently  has no  outstanding  material  commitments  for capital
expenditures. The Company's primary requirements for capital will be the cost of
revenue,  marketing and sales costs  associated with the Company's  national and
international  expansion into new target markets, and general and administrative
expenses  associated  with the  Company's  business  plan. In the event that the
Company's  plans change,  its assumptions to change or prove to be inaccurate or
if its existing capital and cash flow otherwise prove to be insufficient (due to
unanticipated  expenses,  delays,  problems,  difficulties  or  otherwise),  the
Company  could be required to seek  additional  financing  or may be required to
curtail  its  expansion  or other  activities.  In the  event  that the  Company
requires additional financing, the Company may seek to raise cash in the form of
strategic partners or in combination with equity financing, additional bank debt
or  other  debt  financing  to raise  capital  through  the  sale of its  equity
securities, potentially at prices which may represent significant discounts from
the market price of the Common Stock.


CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS

The foregoing Management's Discussion and Analysis or Plan of Operation contains
various  "forward-looking  statements"  within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended,  which represent the Company's expectations and beliefs
concerning future events. The Company cautions that these statements are further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially  from those in the  forward-looking  statements,  including,  without
limitation, the following: the Company's ability to manage growth, acceptance of
the Internet as a means for commerce,  decrease in advertising  budgets,  market
demand for e-commerce,  decline in demand for the Company's services;  increases
in expenses and costs of sales and the effect of general economic conditions and
factors  affecting  the  industries  the Company  markets its service to and the
ability of the Company to recruit and retain qualified management and employees.
These statements by their nature involve substantial risks and uncertainties and
actual events or results may differ as a result of these and other factors.



                                          9
<PAGE>

                           PART II. OTHER INFORMATION



Item 2. Changes in Securities

         None

Item 5. Other Information


Item 6. Exhibits and Reports on Form 8-K

(a) There was a report on Form 8-K filed by the Company during the month of June
30, 2002.

(b)  Exhibits

     Exhibit
      Number                       Description
     -------          --------------------------------------------
       99 (a)        Certification of Chief Executive Officer
       99 (b)        Certification of Chief Financial Officer


















                                       10

<PAGE>



                                   SIGNATURES

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


Intermedia Marketing Solutions, Inc.
 (Registrant)


/s/  Douglas Campbell                       /s/  Brad Hacker
--------------------------------       -------------------------------------
Douglas Campbell                            Brad Hacker
President                                   Chief Financial Officer

Dated: August 10, 2002


































                                                     11



<PAGE>


                                  Exhibit 99(b)

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER





         Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 (18 U.S.C.
1350), the undersigned, Brad Hacker, Chief Financial Officer of Intermedia
Marketing Solutions, Inc. (the "Company") has executed this certification in
connection with the filing with the Securities and Exchange Commission of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the
"Report").

         The undersigned certifies that: (1) the Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and (2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

         IN WITNESS WHEREOF, the undersigned has executed this certification as
of the 10th day of August, 2002.


                                                        /s/
                                                  ----------------------------
                                                  Name: Brad Hacker
                                                  Title: Chief Financial Officer


<PAGE>




                                  Exhibit 99(a)

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER





         Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 (18 U.S.C.
1350), the undersigned, Doug Campbell, Chief Executive Officer of Intermedia
(the "Company") has executed this certification in connection with the filing
with the Securities and Exchange Commission of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (the "Report").

         The undersigned certifies that: (1) the Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and (2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

         IN WITNESS WHEREOF, the undersigned has executed this certification as
of the 10th day of August, 2002.






                                        /s/
                                    ----------------------------
                                    Name: Doug Campbell
                                    Title: President and Chief Executive Officer