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

                                   Form 10-QSB/A



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

       For the quarterly period ended September 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 November 26, 2002, the registrant had a total of 12,647,702 common
shares outstanding.


<PAGE>






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


PART I.   FINANCIAL INFORMATION

                                      Page
  Item 1. Condensed Consolidated Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet at September 30, 2002            3

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

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

         Note to Condensed Consolidated Financial Statements                   6

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

         Item 3. Controls and Procedures                                      10


PART II.  OTHER INFORMATION                                                   11

        Item 5. Other Information
        Item 6. Exhibits and Reports on Form 8-K












                                          2

<PAGE>



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


                                     Assets
                                    --------
Current assets:
    Cash                                                             $  164,219
    Accounts receivable, net of allowance for doubtful accounts
    of $672,087                                                       1,403,909
    Inventories                                                       1,581,123
    Prepaid expenses and other current assets                         1,445,435
                                                                 ---------------
 Total current assets                                                 4,594,686

Equipment and leasehold improvements, net                             1,336,192
Other assets                                                            437,290
                                                                 ---------------
                 Total assets                                        $6,368,168
                                                                 ===============
                Liabilities and stockholders' equity

Current liabilities:
   Accounts payable and accrued expenses                             $1,022,729
   Deferred income taxes payable                                      1,863,485
   Lines of credit                                                    1,296,737
   Deferred revenue                                                   2,050,724
                                                                 ---------------
                 Total current liabilities                            6,223,675
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                                               (1,504,577)
                                                                  --------------
      Total stockholders' equity                                        134,493
                                                                  --------------
           Total liabilities and stockholders' equity               $ 6,368,168
                                                                  ==============

             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 SEPTEMBER,         NINE MONTHS ENDED SEPTEMBER 30,
                                              --------------------------------  ------------------------------
                                                  2002             2001              2002             2001
                                              -------------     -------------   -------------   -------------
   Revenues                                   $ 2,509,627         4,249,928      $ 8,832,546       $ 12,558,008
   Cost of revenues                             1,109,948         1,564,483        3,966,943          5,291,480
                                              -------------     -------------    -------------     -------------
        Gross Margin                            1,399,679         2,685,445        4,865,603          7,266,528

  Operating Expenses:
        Selling                                   386,307         1,015,887        2,403,280         2,604,222
        General and administrative                836,154         1,161,385        2,710,452         3,065,454
                                              ------------     -------------     ------------     -------------
   Total operating expenses                     1,222,461         2,177,272        5,113,732         5,669,676

  Operating income (loss)                         177,218          508,173          (248,129)        1,596,852

  Interest expense                                (18,124)             --            (50,874)
                                                -----------     -------------      -----------       ---------
  Net income (loss) before taxes                  159,094          508,173          (299,003)        1,596,852

Income tax                                         63,600          195,334          (119,601)          657,206
                                              ------------     -------------     -------------     -------------
  Net Income (loss)                             $  95,494        $ 312,839        $ (179,402)       $  939,646
                                              =============     =============    =============     =============
  Net Income (loss) per Common Share-Basic
      and Diluted                               $   (0.00)        $    .02           $ (.01)          $   .07
                                              =============     =============    =============     =============

  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>
                                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                                -------------------------
                                                                                 2001               2002
                                                                                -------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                            $ 939,646           $ (179,402)
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                             295,140              348,850
     Provision for deferred income taxes                                       657,506             (120,000)
     Provision for bad debts                                                    42,401                --
     Changes in operating assets and liabilities:
        (Increase)decrease in accounts receivable                             (742,972)           1,159,125
        (Increase)in inventories                                              (964,656)             211,128
        (Increase)in prepaid expenses and other current assets                  99,925             (641,380)
        (Increase)decrease in other assets                                     (21,745)            (201,547)
        Increase (decrease) in accounts payable and accrued expenses           384,639             (641,742)
        Increase (decrease) in deferred revenue                               (500,126)             367,320
                                                                             ----------          ----------
Net cash provided by operating activities                                      189,758              302,352
                                                                             ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                         (618,218)            (547,790)
                                                                              ---------           ----------
Net cash used in investing activities                                         (618,218)            (547,790)
                                                                              ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Lines of credit                                                              273,366              270,693
                                                                             ----------           ----------
Net cash provided by financing activities                                      273,366                 270,693
                                                                             ----------           ----------
Net decrease in cash                                                          (155,094)              25,255)
Cash, beginning of period                                                      421,359              138,964
                                                                             ----------           ----------
Cash, end of period                                                          $ 266,265              164,219
                                                                             ==========           ==========
Supplemental disclosures of cash flow information Cash paid during the period
for:
   Interest                                                                 $   --                $  50,874
                                                                             =========            ==========

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

                   See Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>



                                        5

<PAGE>


                      INTERMEDIA MARKETING SOLUTIONS, INC.
                   Notes to Consolidated Financial Statements
                               September 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  nine  months  ended  September  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 31,
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 September 30, 2002 the company had $1,158,985 of finished goods
inventory on hand plus an additional $422,138 in-transit.

   4. WORKING CAPITAL LINE OF CREDIT

The company on October 25, 2002, received a Notice of Non-Renewal and Demand for
Payment from Merrill Lynch Business  Financial  Services,  Inc. (MLBFS) the bank
the company has a Working Capital Line of Credit with. The letter stated that as
of October  31, 2002 Loan  Agreement  and  Working  Capital  Line of Credit will
expire and will not be renewed. Full repayment was demanded as of October 31 and
such  failure to pay by close of  business  on November 7, 2002 will result in a
Event of  Default.  It also  stated  that at such time MLBFS will take  whatever
actions it deems  necessary to protect its rights under the Loan  Documents  and
applicable  law. As of November 12, 2002 the company has not repaid the loan and
has been referred to MLBFS special handling group.



                                        6



<PAGE>


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

     Results of Operations

COMPARISION OF THE NINE MONTHS ENDED SEPTEMBER 30, 2002 TO THE NINE MONTHS
ENDED SEPTEMBER 30, 2001.

Total revenues for the nine months ended September 30, 2002 were  $8,832,546,  a
decrease of $3,725,462 from $12,558,008 for the prior comparable period in 2001.
The  decrease is  attributable  to a decrease  in revenues  from the TV shopping
division of approximately $2,250,000 and the education division of $1,450,000 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 advertising revenue, across
the nation being significantly down.

                                        7

<PAGE>

Cost of Revenues  decreased to $3,966,943,  or 45% of revenues versus $5,291,480
or 42% for the prior  comparable  period.  The  decrease  on a dollar for dollar
basis is a result of less  airtime,  due to less  revenues,  and a reduction  in
personnel as compared to last year.

Selling  expenses  were  $2,403,280  during the nine months ended  September 30,
2002,  a decrease  of $200,992  from the prior  comparable  period in 2001.  The
decrease is a result of lower expenses  related to sales  commissions  and other
related sales costs due to less revenues.  Selling expenses in 2002 were 27 % of
net revenues as compared to 21% in 2001.  The increase of selling  expenses on a
percentage  basis is a result  of  fixed  costs  remaining  constant  and  lower
revenues to compare to those costs.

General and administrative expenses were $2,710,452 during the nine months ended
September 30, 2002, a decrease of $355,002 from the prior  comparable  period in
2001.  The  decrease is mainly a result of cost  savings from closing of offices
and reduction of personnel. General and administrative expenses in 2002 were 31%
of net  revenues  as  compared  to 24% 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  raising the
percent.

     Liquidity and Capital Resources

The Company was provided  $302,352 from operating  activities in 2002 as opposed
to generating  $189,758 during the same period in 2001. The difference mainly is
a result of  decrease  in net  income  offset by changes  in  accounts  payable,
accounts  receivable  and deferred  revenue.  Cash used in investing  activities
totaled  $547,790  in 2002 as a  result  of  capital  expenditures  relating  to
purchase of production equipment, the purchase of computer hardware and computer
software.

At September 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  $3,917,000 as compared to  approximately  $4,870,000 at September
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.

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 additional  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.

                                        8

<PAGE>

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.

CRITICAL ACCOUNTIGN 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.

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.




                                                     9

<PAGE>
Item 3. CONTROLS AND PROCEDURES

Our Chief  Executive  Officer and Chief  Financial  Officer  (collectively,  the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure  controls and procedures for us. Such officers have concluded  (based
upon their  evaluation of these  controls and  procedures as of a date within 90
days of the filing of this report) that our  disclosure  controls and procedures
are effective to ensure that information  required to be disclosed by us in this
report is accumulated and  communicated  to management,  including our principal
executive officers as appropriate,  to allow timely decisions regarding required
disclosure.  The  Certifying  Officers  also have  indicated  that there were no
significant  changes  in our  internal  controls  or other  factors  that  could
significantly  affect such controls  subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.

                                10

<PAGE>


                           PART II. OTHER INFORMATION



Item 2. Changes in Securities

         None

Item 5. Other Information

The company on October 25, 2002, received a Notice of Non-Renewal and Demand for
Payment from Merrill Lynch Business  Financial  Services,  Inc. (MLBFS) the bank
the company has a Working Capital Line of Credit with. The letter stated that as
of October  31, 2002 Loan  Agreement  and  Working  Capital  Line of Credit will
expire and will not be renewed. Full repayment was demanded as of October 31 and
such  failure to pay by close of  business  on November 7, 2002 will result in a
Event of  Default.  It also  stated  that at such time MLBFS will take  whatever
actions it deems  necessary to protect its rights under the Loan  Documents  and
applicable  law. As of November 12, 2002 the company has not repaid the loan and
has been referred to MLBFS special handling group.



Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

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


(b) Reports on Form 8K

     8K with date of report of May 11, 2002 was filed on September 20, 2002






















                                       11

<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: November 26, 2002


































                                                     12

<PAGE>

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intermedia Marketing Solutions,  Inc.
on Form 10-QSB for the  quarter  ended  September  30,  2002,  as filed with the
Securities and Exchange  Commission on the date hereof,  I, Doug  Campbell,  the
Chief Executive Officer of the Company, certify, pursuant to and for purposes of
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, that:

1. I have reviewed this quarterly report on Form 10-QSB of Intermedia  Marketing
Solutions, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement  of a material  fact or omit to state a  material  fact  necessary  in
order; to make the statements  made, in light of the  circumstances  under which
such statements were made not, not misleading;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial condition, results of operations of the registrant as of,
and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining internal controls and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant,  including its consolidated subsidiaries
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b)  evaluated  the  effectiveness  of the  registrant's  internal  controls  and
procedures  as of a date  within 90 days  prior to this  quarterly  report  (the
"Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
our internal controls based on our evaluation as of the Evaluation Date;

5.  The  registrant's  other  certifying  officer  and I have  disclosed  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weakness in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: November 18, 2002                         /s/ Douglas Campbell
                                            -----------------------------
                                             Name: Douglas Campbell
                                             Title: Chief Executive Officer


                                     13
<PAGE>

             CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
             PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intermedia Marketing Solutions,  Inc.
on Form 10-QSB for the  quarter  ended  September  30,  2002,  as filed with the
Securities and Exchange Commission on the date hereof, I, Brad Hacker, the Chief
Financial  Officer of the Company,  certify,  pursuant to and for purposes of 18
U.S.C.  Section 1350, as adopted  pursuant to Section 302 of the  Sarbanes-Oxley
Act of 2002, that:

1. I have reviewed this quarterly report on Form 10-QSB of Intermedia  Marketing
Solutions, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement  of a material  fact or omit to state a  material  fact  necessary  in
order; to make the statements  made, in light of the  circumstances  under which
such statements were made, not misleading;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial condition, results of operations of the registrant as of,
and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining internal controls and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant,  including its consolidated subsidiaries
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b)  evaluated  the  effectiveness  of the  registrant's  internal  controls  and
procedures  as of a date  within 90 days  prior to this  quarterly  report  (the
"Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
our internal controls based on our evaluation as of the Evaluation Date;

5.  The  registrant's  other  certifying  officer  and I have  disclosed  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weakness in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 18, 2002                      /s/ Bradley Hacker
                                            --------------------------------
                                            Name: Bradley Hacker
                                            Title: Chief Financial Officer

                                        14
<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 September 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 November, 2002.



                                                    /s/ Brad Hacker
                                                ----------------------------
                                                 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 September 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 November, 2002.



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