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 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:0-26093

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


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


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


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 May 6, 2002, the registrant had a total of 12,647,702 common
shares outstanding.


<PAGE>



                      INTERMEDIA MARKETING SOLUTIONS, INC.
                            Index to Form 10-QSB
                                 March 31, 2002


PART I.   FINANCIAL INFORMATION
                                                                            Page
 Item 1. Consolidated Financial Statements (Unaudited)

         Consolidated Balance Sheet at March 31, 2002                          3

         Consolidated Statements of Operations for the three months ended
              March 31, 2002 and 2001                                          4

         Consolidated Statements of Cash Flows for the three months
                   Months ended March 31, 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                                                    9

         Not Applicable














                                       2


<PAGE>
         INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                            Consolidated Balance Sheet
                                   (UNAUDITED)
                                  March 31, 2002


                                     Assets
                                    --------
Current assets:
    Cash and cash equivalents                                       $   185,961
    Accounts receivable, net of allowance for doubtful accounts
    of $667,964                                                       2,034,658
    Inventories                                                       1,891,069
    Prepaid expenses and other current assets                           835,640
                                                                 ---------------
 Total current assets                                                 4,947,328

Equipment and leasehold improvements, net                             1,117,225
Goodwill                                                                 67,663
Other assets                                                            181,580
                                                                 ---------------
                 Total assets                                        $6,313,796
                                                                 ===============
                Liabilities and stockholders' equity

Current liabilities:
   Accounts payable and accrued expenses                             $1,296,954
   Deferred income taxes payable                                      1,829,486
   Lines of credit                                                    1,224,177
   Deferred revenue                                                   1,880,312
                                                                 ---------------
                 Total current liabilities                            6,230,929
Stockholders' equity:
   Common stock, $.001 par value:
      Authorized 150,000,000 shares; issued and outstanding,
      12,647,702 shares,                                                 12,648
   Additional paid-in capital                                         1,626,392
   Accumulated deficit                                               (1,556,173)
                                                                  --------------
      Total stockholders' equity                                         82,867
                                                                  --------------
           Total liabilities and stockholders' equity               $ 6,313,796
                                                                  ==============

                 See notes to unaudited consolidated financial statements



                                        3


<PAGE>
<TABLE>
<CAPTION>



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

  <S>                                           <C>

                                                THREE MONTHS ENDED MARCH,
                                              --------------------------------
                                                  2001             2002
                                              -------------     -------------
   Revenues                                   $ 3,493,927         2,423,723
   Cost of revenues                             1,215,201           982,425
                                              -------------     -------------
        Gross Margin                            2,278,726         1,441,298

  Operating Expenses:
        Selling                                   694,973           622,254
        General and administrative              1,211,986         1,189,666
                                              ------------     -------------
   Total operating expenses                     1,906,959         1,811,920
                                              ------------     -------------
  Operating income (loss)                         371,767          (370,622)

  Interest Expense                                   --             (14,375)
                                              ------------      ------------
  Net Income Before Taxes                         371,767          (384,997)

  Income tax expense (Benefit)                    148,707          (153,999)
                                              ------------     -------------
  Net Income (loss)                             $ 223,060        $ (230,998)
                                              =============     =============
  Net Income (loss) per Common Share-Basic     $     .02        $     (.02)
                                              =============     =============
  Net Income (loss) per Common Share-Diluted   $     .02        $     (.02)
                                              =============     =============
  Weighted Average Number of Common
  Shares-Basic                                 12,614,702        12,647,702
                                              =============     =============
  Weighted Average Number of Common
            Shares-Diluted                     12,614,702        12,647,702
                                              =============     =============


                 See notes to unaudited consolidated financial statements

                                        4

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


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

 <S>                                                                       <C>
                                                                                THREE MONTHS ENDED MARCH 31,
                                                                                -------------------------------
                                                                                2001                2002
                                                                                -------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     223,060           $ (230,998)
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                              71,557              174,946
     Provision for deferred income taxes                                       149,007             (153,999)
     Provision for bad debts                                                  (116,286)               --
     Changes in assets and liabilities:
        (Increase) decrease in Accounts receivable                            (399,394)             528,376
        Increase in Inventories                                               (248,817)             (98,818)
        Increase in Prepaid expenses and other current assets                 (134,600)             (31,585)
        Increase in Other assets                                               (69,500)             (15,500)
        Increase in Accounts payable and accrued expenses                      (30,940)            (367,517)
        Decrease in Deferred revenue                                           628,609              196,908
                                                                              ---------           ----------
Net cash provided by operating activities                                       72,696                1,813
                                                                              ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                        (132,598)            (152,949)
                                                                              ---------           ----------
Net cash used in investing activities                                         (132,598)            (152,949)
                                                                              ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Line of Credit                                                                  --                 198,133
                                                                             ----------           ----------
Net cash provided by (used in) financing activities                              --                 198,133
                                                                             ----------           ----------
Net increase (decrease) in cash and cash equivalents                           (59,902)              46,997
Cash and cash equivalents, beginning of period                                 421,359              138,964
                                                                             ----------           ----------
Cash and cash equivalents, end of period                                    $  361,457            $ 185,961
                                                                             ==========           ==========
Supplemental disclosures of cash flow information Cash paid during the period
for:
   Interest                                                                 $      925           $   14,375
                                                                             =========            ==========

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

</TABLE>

                 See Notes to Unaudited Consolidated Financial Statements

                                        5

<PAGE>



                      INTERMEDIA MARKETING SOLUTIONS, INC.
                   Notes to Consolidated Financial Statements
                                 March 31, 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 310(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  months  ended March 31, 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 31, 2001.






























                                        6





<PAGE>




                              INTERMEDIA MARKETING SOLUTIONS, INC.
          PART I. ITEM 2- MANAGEMENT'S DISCUSSION OR PLAN OF OPERATIONS
                                 March 31, 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.
Site2shop.com,  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, 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 Integrated Media Solutions, its 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,  other e-commerce websites and
the Company's retail stores.

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.


Results of Operations

     COMPARISION OF THE THREE MONTHS ENDED MARCH 31, 2002 TO THE THREE MONTHS
ENDED MARCH 31, 2001.

Total  revenues  for the three months  ended March 31, 2002 were  $2,423,723,  a
decrease of $1,070,204 from $3,493,927 for the prior comparable  period in 2001.
The  decrease is  attributable  to a decrease  in revenues  from the TV shopping
division of approximately $600,000 and the education division of $500,000 in the
quarter as a result of fewer  contracts  written in the third and fourth quarter
last year due to  advertising  revenue,  across the nation  being  significantly
down.

Cost of Revenues decreased to $982,425,  or 40% of revenues versus $1,215,201 or
35% for the prior  comparable  period.  The increase in expenses on a percentage
basis is a result  of lower  sales as  compared  to the  amount  of fixed  costs
directly  related to cost of sales. 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 $622,254  during the three months ended March 31, 2002, a
decrease of $72,219 from the prior comparable  period in 2001. This reduction is
a result of less commission paid to sales personnel due to fewer sales.  Selling
expenses  in 2002 were 25 % 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 and with the decrease of selling  expenses
would be lower on a percentage basis as compared to the decrease in revenues.

General and  administrative  expenses  were  $1,189,666  during the three months
ended March 31, 2002, a decrease of $22,320 from the prior comparable  period in
2001.  General and  administrative  expenses in 2002 were 49% of net revenues as
compared to 35% 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 with the decrease of general and administrative expenses being lower on
a percentage basis as compared to the decrease in revenues.


                                       7
<PAGE>

     Liquidity and Capital Resources

The Company  generated  $16,188 from operating  activities in 2002 as opposed to
$72,696  during the same period in 2001. The increase and decreases in operating
assets and liabilities  resulted in a net increase to cash flow of approximately
$56,000 as compared to the same three  months last year.  Cash used in investing
activities totaled $152,949 in 2002 as a result of capital expenditures relating
to purchase of  production  equipment  and the upgrade of computer  hardware and
software  in  order  to  promote  and  upgrade  the  Company's  website  and MIS
infrastructure.  At March 31, 2002, the Company's  backlog for contracts  signed
and  work not  begun or  contracts  partially  completed  and work is to be done
totaled $4,534,000 as compared to $5,220,000 at March 31, 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.

Based on the current  state of the economy and the events of  September  11, the
Company has  experienced  a severe  reduction  in its  business  and future cash
flows. The Company believes despite these events that cash flows from operations
could be sufficient to satisfy the Company's  contemplated cash requirements for
at least the next year. In the event that the Company is unable to  sufficiently
meet cash flow, the Company could be required to seek additional financing.

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.

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 2002 as compared to
the same  period in 2001  reducing  the  Company's  backlog.  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.


                                       8

<PAGE>
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




         Not Applicable






















                                       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/  Mark Alfieri                           /s/  Brad Hacker
-------------------------          -------------------------------------
Mark Alfieri                              Brad Hacker
President                                 Chief Financial Officer

Dated: May 6, 2002


































                                                     11