SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




ý
            ANNUAL REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended June 30, 2009


o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________________ to __________________




Commission File Number
0-30430




Intermost
Corporation


(Exact
name of registrant as specified in its charter)




Wyoming
              87-0418721(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)





Suite
5204, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong


(Address
of principal executive offices, including zip code)


Registrant’ telephone number including
area code        (852)
2827-6898




Securities
pursuant to section 12(b) of the Act:


NONE




Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, $0.001 par value




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act.


Yes o       
 No o




Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. 
 YesýNoo





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


Large
      accelerated filer o
            Accelerated
      filer  oNon-accelerated filero
      (Do not check if a smaller
      reporting company)
            Smaller
      reporting company  ý





Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).


Yes o      No
ý




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity: As of
September 30, 2009, the aggregate value of voting and non-voting common equity
held by non-affiliates was $5,769,496.








TABLE
OF CONTENTS





PagePART
      IITEM
      1.
                                                                          DESCRIPTION
      OF BUSINESS
                                                                          3ITEM
      2.
                                                                          DESCRIPTION
      OF PROPERTY
                                                                          12ITEM
      3.
                                                                          LEGAL
      PROCEEDINGS
                                                                          12ITEM
      4.
                                                                          SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                                          12PART
      IIITEM
      5.
                                                                          MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES
                                                                          13ITEM
      6.
                                                                          MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                                                          14ITEM
      7.
                                                                          FINANCIAL
      STATEMENTS
                                                                          20ITEM
      8.
                                                                          CONTROLS
      AND PROCEDURES
                                                                          20ITEM
      8A.
                                                                          OTHER
      INFORMATION
                                                                          20PART
      IIIITEM
      9.
                                                                          DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
                                                                          21ITEM
      10.
                                                                          EXECUTIVE
      COMPENSATION
                                                                          33ITEM
      11.
                                                                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                                                          25ITEM
      12.
                                                                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                                          26ITEM
      13.
                                                                          EXHIBITS
                                                                          26ITEM
      14.
                                                                          PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                                                          28ITEM
      15
                                                                          FINANCIAL
      STATEMENT SCHEDULES
                                                                          29SIGNATURES
      AND EXHIBITS
                                                                          55





Note
Regarding Forward Looking Statements





This Annual Report on Form
10-K and any information incorporated herein by reference contain
“forward-looking statements.”  These forward-looking statements are
based on our current expectations, assumptions, estimates and projections about
our business and our industry and involve a number of risks and uncertainties,
as well as assumptions that, if they ever materialize or if they prove
incorrect, would likely cause our results to differ materially from those
expressed or implied by such forward-looking statements.  Although our
forward-looking statements reflect the good faith judgment of our management,
these statements can only be based on facts and factors currently known by
us.  Consequently, forward-looking statements are inherently subject
to risks and uncertainties, and actual results and outcomes may differ
materially from results and outcomes discussed in the forward-looking
statements.





Words
such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “could,” “should,”
hope,” “seek,” “may,” and other similar expressions (including their use in the
negative) identify forward-looking statements.  In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements.  These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements.  Factors that might cause such a
difference include, but are not limited to, the following:





·
            our
      lack of capital and whether or not we will be able to raise capital when
      we need it,





·
            government
      regulation of the Internet and Internet services in
  China,





·
            our
      ability to successfully compete in our markets and
    industries,





·
            our
      ability to find suitable acquisition targets and, once acquired, to
      integrate these acquisitions into our
business;





·
            adverse
      changes to the political, economic or social conditions in
      China





and other
factors, some of which will be outside our control.  You are cautioned
not to place undue reliance on these forward-looking statements, which relate
only to events as of the date on which the statements are made.  We
undertake no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date hereof.  You
should refer to and carefully review the information in future documents we file
with the Securities and Exchange Commission.





These
statements include, but are not limited to, statements under the captions
“Business,” “Risk Factors,” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” as well as other sections in
this Annual Report.  You should be aware that the occurrence of any of
the events discussed under the heading “Risk Factors” and elsewhere in this
Annual Report could substantially harm our business, results of operations and
financial condition.  If any of these events occurs, the trading price
of our common stock could decline and you could lose all or a part of the value
of your shares of our common stock.





The
cautionary statements made in this Annual Report are intended to be applicable
to all related forward-looking statements wherever they may appear in this
Annual Report.  We urge you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Annual
Report.


1





Information
on Currency Translation





All
amounts are in Renminbi (“Rmb”) unless indicated to be in United States Dollars
(“$” or “US$”). Our sales are principally in Renminbi. The translation of
Renminbi amounts into US dollars are for reference purposes only and have been
made at the exchange rate of Rmb6.8302 for US$1.  The People’s Bank of
China sets and publishes daily a base exchange rate with reference primarily to
the supply and demand of Renminbi against the United States dollar in the market
during the prior day.  The People’s Bank of China also takes into
account other factors such as the general conditions existing in the
international foreign exchange markets.  Although Chinese governmental
policies were introduced in 1996 to reduce restrictions on the convertibility of
Renminbi into foreign currency for current amount items, conversion of Renminbi
into any other currency for capital items, such as foreign direct investment,
loans or security, requires the approval of the State Administration for Foreign
Exchange.  Renminbi which had been tightly pegged at Rmb8.28 for US$1
for the previous decade, was revalued on July 21, 2005 to Rmb8.11 for US$1
following the removal of the peg to the US dollar and pressure for the United
States.  The Peoples Bank of China also announced that the Renminbi
would be pegged to a basket of foreign currencies, rather than being strictly
tied to the US dollar and would trade within a narrow 0.3% band against this
basket of currencies, which is dominated by the US dollar, Euro, Japanese Yen
and South Korean Won, with a smaller proportion made up of the British pound,
Thai Baht and Russian Ruble.  The translation of Renminbi amounts in
this Annual Report on Form 10-K is not a representation that the Renminbi
amounts could actually be converted into United States dollars at that rate or
at any other rate on that date or on any other date.




2




PART
I





ITEM
1.     DESCRIPTION OF BUSINESS





History
and Development of the Company





Intermost
Corporation (as used in this Annual Report on Form 10-K, unless the context
otherwise requires, the terms “we,” “us,” “the Company,” “IMOT,” and “Intermost”
refer to Intermost Corporation and its subsidiaries) was incorporated as La Med
Tech, Inc. under the laws of the State of Utah on March 6, 1985.  The
Company changed its name to Entertainment Concepts International in 1987, to
Lord & Lazarus, Inc. in 1988, and to Utility Communication International,
Inc. in 1996.





From the
date of incorporation through October 1998, the Company’s operations were
limited to efforts to identify and acquire, or merge with, one or more operating
businesses.  In October 1998, the Company acquired all of the issued
shares of Intermost Limited, a British Virgin Islands Company (“IML”), by
issuing to the then shareholders of IML a total of 4,970,000 shares of the
Company’s common stock, par value $0.001 per share (the
“Merger”).  Following the Merger, (i) IML became a wholly-owned
subsidiary of the Company, (ii) the shareholders of IML held 58.7% of all issued
and outstanding shares of the Company, (iii) the Company changed its name to
Intermost Corporation, (iv) the Company terminated all its prior business
activities and adopted IML’s business plan, and (v) all officers and directors
of the Company resigned and were replaced by officers and directors of
IML.





In
February 2003, the Company reincorporated from Utah to the State of
Wyoming.





IML was
incorporated in January 1998 to develop a Chinese-language Internet business
portal and to render services in connection therewith in the People’s Republic
of China (“China”).  During the period following the Merger, the
Company entered into agreements with, and completed acquisitions of, some
businesses that provided or supported Internet services in an effort to
implement this business plan.  The Company also endeavored to develop
its own Internet services businesses, including e-commerce business
solutions.  However, the global decline in the demand for Internet
services after mid-2000, which resulted in a significant economic slowdown that
affected many of the companies with whom we do business, materially undermined
the effectiveness of our efforts.  While we continued (and still
continue) to offer web design and hosting services to customers in China through
our subsidiary, ChinaE.com Information Technology Ltd. (“ChinaE”), we also began
to look for ways to diversify or expand our business.





In
November 2002 ChinaE purchased eight licenses for HanWEB Publishing Server 3.0,
an online real time translation engine that translates traditional Chinese
characters, used in most of the world, to simplified Chinese characters, which
are used only in China, and vice versa, and six licenses for HanVoice Web to
Phone Server 1.0, a real time Internet to telephone conversion server for
Cantonese, Putonghua and English.  These were purchased from KanHan
Technologies Ltd. (“KanHan”) at a cost of $150K.  The Company was one
of two distributors of these licenses in China.





With the
assistance of KanHan, the Company opened an office in Guangzhou in April
2003.  The office was staffed with two persons who were responsible
for introducing these products to businesses and government agencies in
Guangdong Province.  For a period of approximately one year, KanHan
subsidized the costs related to maintaining this office and developing a market
for these products.  The amount of the subsidy was approximately
$12,800 per month.  The office was closed in March 2004 and the
Company is no longer receiving the subsidy, although it continues to market the
licenses.


3


In May,
2003, the Company’s wholly owned subsidiary, IMOT Information Technology
(Shenzhen) Ltd. (“IMOT Technology”), received approval from the governments of
Shenzhen and Shanghai for its proposed acquisition of 51% of the issued and
outstanding shares of Shanghai Newray Photographic Equipment Co., Ltd.
(“Shanghai Newray”) from Shanghai Newray Business Development Co., Ltd.
(“Shanghai Newray Business”), the owner of 75.5% of the issued and outstanding
capital stock of Shanghai Newray.  Shanghai Newray is located in
Shanghai and is engaged in the sale of digital photographic
equipment.  Approval of the governments of Shenzhen and Shanghai was
required to complete the acquisition, which was memorialized by a Shareholding
Transfer Agreement entered into on May 23, 2003 between IMOT Technology and
Shanghai Newray Business.





Pursuant
to the Shareholding Transfer Agreement, IMOT Technology paid Shanghai Newray
Business Rmb200,000 (approximately $24,000) in cash to reimburse Shanghai Newray
Business for certain expenses related to the acquisition and agreed to transfer
to Shanghai Newray Business 4,000,000 shares of the Company’s restricted common
stock.  The cash used to reimburse Shanghai Newray Business for its
expenses was paid with the Company’s funds.





On
October 3, 2003 IMOT Technology entered into an agreement for the acquisition of
25% of the issued and outstanding shares of Shanghai Fortune Venture Limited
(“Shanghai Fortune”) from certain shareholders of Shanghai
Fortune.  Shanghai Fortune has the right to operate equity exchange
transactions in Shanghai, and through its investment in Xi’an Assets and Equity
Exchange, operate an equity exchange in Xi’an. In China, equity, including
intellectual property rights, may be listed on and transferred through such
exchanges.  The share transfer was approved by the government of
Shanghai on April 12, 2004.  The consideration for this acquisition
was Rmb600,000, approximately $72,464, in cash plus 10 million shares of our
restricted common stock.  The value of the common stock was determined
to be $0.24 per share, based upon the average of the closing prices for the
10-day period from September 22, 2003 to October 1, 2003.  The shares
were issued on April 14, 2004.





On May
23, 2006, IMOT signed an agreement to sell the 25% shareholding investment in
Shanghai Fortune to Mr. Li Laohu.  The net asset value of Shanghai
Fortune as of December 31, 2005, the latest audited financial statements date,
was Rmb21,957,791.  The consideration received by IMOT for the sale of
the 25% shareholding was agreed at redemption of 6,500,000 shares of restricted
common stock of IMOT with a value of US$0.18 per share, which was the closing
price of IMOT share of common stock as of May 23, 2006, held and transferred by
Mr. Li Laohu, Mr. Li Xiaoqin and Ms. Huang Xiujuan.





Since
December 6, 2002, Shanghai Fortune has been an official registered member of the
Shanghai Technology Exchange (the “STE”) and was entitled to conduct exchange
business with the STE. The STE was the major entity in the Shanghai Equity
Exchange Market.  Shanghai Fortune had the exclusive right to manage
and operate the North Shanghai Branch (the “NSB”) of the STE. The NSB had the
right to conduct the same exchange business as STE and share 80% of the profits
with the STE.





Shanghai
Fortune was also a founder and major participant in the Yangtze River Delta
Equity Exchange Market Place (the “YRDE”).  The YRDE included more
than 14 major exchanges in Shanghai and the surrounding cities and was the
largest equity exchange market place in China.





However,
in December 2003, the STE and another exchange were merged into the Shanghai
United Assets and Equity Exchange (the “SUAEE”).  The SUAEE is a
non-profit government-sponsored organization.





As a
result of the merger of the STE, although Shanghai Fortune continues to maintain
its membership, it is currently still unclear how the NSB and the YRDE will
conduct business going forward, and how Shanghai Fortune will participate in the
equity exchange markets following the issuance of final regulations by the local
PRC government.  Due to the uncertainty of the content and timing of
governmental regulations, IMOT entered into the May 23, 2006 agreement for the
sale of its interest in Shanghai Fortune


4


On August
10, 2004, we purchased 51% of the issued and outstanding shares of Golden Anke
Technology Ltd. (“Golden Anke”) from two of its shareholders, Tu Guoshen and Li
Zhiquan, to IMOT Technology for $3.24 million, payable by issuance of 12 million
shares of our common stock.  The value of our common stock was
determined by applying a 20% discount to the average closing price during the
period from January 20 to March 19, 2004.  On or about February 15,
2007 we sold approximately two percent (2%) of the outstanding shares in Golden
Anke to an unaffiliated minority stockholder so that this minority stockholder
could seek an independent listing of Golden Anke on a UK exchange, thus reducing
our ownership from approximately 51% to approximately 49%.  We
recently discovered that Golden Anke is no longer seeking a public listing and
negotiated an exit settlement under which they will buy back our 49% ownership
interest at US$1 million.  To date we have collected $200,000 of this
amount.





In
September 2, 2004, IML incorporated a 100% owned subsidiary, ChinaE.com
Technology (Shenzhen) Ltd. (“ChinaE Tech”), to take over the business of ChinaE
to provide and support Internet services including, but not limited to,
web-hosting, web design, domain name registration and software
development.





On
December 8, 2004, IMOT Technology entered into an agreement for the acquisition
of 15% of the issued and outstanding shares of Shenzhen International Hi-Tech
Exchange (“Hi-Tech Exchange”) from Shenzhen Merchant Technology Investment Co.,
Ltd.  Hi-Tech Exchange is an enterprise authorized by the PRC
government to carry out business in the transfer of hi-tech property rights and
corporate equity interests.  The share transfer was approved by the
government of Shenzhen on February 25, 2005.  The consideration for
this acquisition was 2,470,355 shares of our common stock.  The value
of the common stock was determined to be $0.22 per share based upon the average
of the closing prices for the period from October 18, 2004 to November 18,
2004.  The shares were issued on February 28,
2005.  Subsequently, on December 8, 2006, we redeemed all of these
2,470,355 shares for an aggregate redemption price of
US$805,214.75.





On
January 6, 2005, all necessary government approvals were obtained to complete
the transfer of 80% of the issued and outstanding shares of Hainan Concord
Financial Products Development Co., Ltd. (“Hainan Concord”) from Guangzhou Ditai
Communication Co., Ltd. and Zhai Xiya to IMOT Technology.  Pursuant to
the Share Transfer Agreement signed on December 11, 2004 the purchase price paid
for the stock was $917,874.  On January 12, 2005 we issued to the
selling shareholders 5,000,000 shares of our restricted common stock, in full
payment of the purchase price.  The value of our common stock was
determined by applying a 15% discount to the average closing price for the 10
day trading period from November 16, 2004 to November 30,
2004.  Hainan Concord’s principal business is to issue and manage
multi-functional membership cards for the people who participate in private
equity exchange in Hainan.  Hainan Concord also provides financial
institutions with research and development services for their financial products
and instruments.





On
October 19, 2005, all necessary government approvals were obtained to complete
the transfer of 21% of the issued and outstanding shares of Hainan Special
Economic Zone Equity Exchange Center (the “Exchange Center”) from Hainan Concord
Investment Holding Co., Ltd. and Guangzhou Keensheng Science and Technology
Development Co., Ltd. Pursuant to the Stock Exchange Agreement, the Company
issued to the Exchange Center Stockholders 5,000,000 shares of the Company’s
common stock having a value of RMB8,799,350 (approximately
US$1,085,000).  The consideration for the transaction was agreed to
after arm’s-length negotiations between the parties, which are unrelated to each
other.  On October 19, 2005, we issued to the selling shareholders
5,000,000 shares of our common stock, in full payment of the purchase
price.





On July
13, 2006, IML incorporated a 100% owned subsidiary, Leader Palace International
Ltd. (“LPI”), to explore businesses in Taiwan region.  LPI started to
negotiate an investment in touch panel manufacturing and such acquisition was
still ongoing.





Management
is continuing efforts to identify and explore acquisition, merger and
development opportunities.


5


Products
and Services





Internet
Services





Through
ChinaE Tech, our subsidiary, we offer web design, web hosting, domain name
registration, software development and office automation software to our
clients.  We operate within what is commonly referred to as the
“business-to-business” segment of the Internet market, where products and
services are offered principally to businesses, as compared to the
“business-to-consumer” segment of the Internet services market, where products
and services are offered to consumers directly.





We locate
web design and hosting customers and secure web design and hosting projects
primarily through the efforts of our sales team.  We currently employ
10sales persons
for our Internet solution services.  All of our sales team members are
based in Shenzhen, but occasionally travel throughout China, as
necessary.  Our sales persons are paid a base salary, and earn
commissions on revenues we receive from the customers they secure.





Equity
Exchange





Equity
exchanges are platforms that permit privately-owned and state-owned equity
transactions.  Subject to the parameters established by the government
of China, equity exchanges provide services for the purchase and sale of equity
rights, debts, intellectual property rights and technology property
rights.  Equity listed on the exchanges may be traded through
negotiation, auction and bids.





Our
subsidiary, Hainan Concord’s principal business is to issue and manage
multi-functional membership cards for the people who participate in private
equity exchange in Hainan, and has an exclusive agreement with Hainan Exchange
Centre Non-Public Company Registration Co., Ltd. to issue multi-functional
membership and credit cards to their members.





Through
our 9% investment in Hi-Tech Exchange and 12.6% investment in Exchange Center,
we have further expanded our investment in Shenzhen and Hainan,
China.  Hi-Tech Exchange and Exchange Center are authorized by the
government of China to engage in the business of transferring equity and
corporate equity interests in Shenzhen and Hainan.





At this
time the various equity exchanges in China work, for the most part,
independently of one another.  We believe that this is
inefficient.  We are in the process of using our software technology
to develop, and we hope to eventually implement, an electronic information and
trading platform for equity exchanges that will enable the flow of information
regarding rights transfers, as well as payments, among the different equity
exchanges in China, including those owned and operated by Hi-Tech Exchange and
Exchange Center.


6


Competition





Internet
Services





The
market for Internet services and software is intensely competitive and we expect
it to become more competitive in the future.  Increased competition
could result in pricing pressures, low operating margins and the realization of
little or no market value.  Currently, our competitors are primarily
other Chinese owned and operated Internet services and software development
companies.





Most of
our current and potential competitors may have longer operating histories,
larger customer bases, greater brand recognition and greater financial,
marketing and other resources than we do, and may enter into strategic or
commercial relationships on more favorable terms than we can.  In
addition, new technologies and the expansion of existing technologies may
increase competitive pressure on us.





Equity
Exchange





There is
no national equity exchange in China.  It has been estimated that
there are approximately 100 equity exchanges in China, most of them small in
scale and serving only the local area.  There are also a few large
equity exchanges serving the largest cities in China, including the Beijing
Equity Exchange Center, the Tianjin Equity Exchange Center and the Shanghai
Equity Exchange Center.  Even the operations of the large equity
exchanges are localized.





Currently,
because of the localized nature of equity exchanges, there is not significant
competition among them.  However, further development and expansion of
other large equity exchanges, or the nationalization of equity exchanges, would
be likely to result in an increase in competition.  If that were to
happen, it could have a material adverse effect on our ability to attract
property owners to list their properties for sale on our exchange and to
identify and secure investors or buyers for the properties we list.





Regulation





Since we
operate principally through our subsidiaries in China, we are subject to and
affected by laws, regulations, administrative determinations, court decisions
and similar constraints that apply to business operations located in
China.





China has
enacted regulations governing Internet connection and the distribution of
information via the Internet.  Pursuant to Article 6 of the Revised
Provisional Regulations Governing the Management of Chinese Computer Information
Networks Connected to International Networks, individuals or entities operating
computer networks within China, which are connected to the Internet and conduct
international information exchange, must use the international access channels
provided by the Ministry of Information Industry (“MII”) and obtain various
licenses and approvals.  Our relevant subsidiaries have secured the
necessary licenses and approvals, and access the Internet through ChinaNet, an
approved channel of MII.





The
operation of our equity exchange will be largely dependent upon the development
of China’s policies and laws relating to the transfer of private and state-owned
equity.  The transfer and management of state-owned equity are subject
to the supervision of the Administrative Bureau of State-owned Assets, whereas
the equity of privately-owned enterprises must be transferred in compliance with
the Company Law and related regulations.





According
to the Provisional Procedures on the Administration of the Transfer of
State-owned Equity in Enterprises, all the transfers of state-owned equity must
be carried out through duly authorized equity exchange centers.  NSB
and Xi’an Assets and Equity Exchange have secured the necessary licenses and
approvals for their operations and qualify to transfer state-owned
equity.


7


We work
diligently to assure compliance with all applicable regulations which impact our
business, including cooperating with the MII, the Ministry of Public Security
and the Administrative Bureau of State-owned Assets.  There can be no
assurance, however, that additional regulations will not be enacted that might
adversely affect our operations.





Employees





As of
June 30, 2009, we employed 28 full-time employees consisting of 2 management
executives and 26 administrative and clerical staff.  None of our
employees are members of any labor union, and we have never experienced any
business interruption as a result of any labor disputes.  We do not
provide any special benefit or incentive programs for our
employees.  We believe that we enjoy good relations with all of our
employees.





RISK
FACTORS





In
addition to other information in this Form 10-K, including many risks presented
in our Management’s Discussion and Analysis, the following risk factors should
be carefully considered in evaluating our business since it operates in a highly
changing and complex business environment that involves numerous risks, some of
which are beyond our control.  The following discussion highlights a
few of these risk factors, any one of which may have a significant adverse
impact on our business, operating results and financial condition.  As
a result of the risk factors set forth below and elsewhere in this 10-K, and the
risks discussed in our other Securities and Exchange Commission filings, actual
results could differ materially from those projected in any forward-looking
statements.





We face
significant risks, and the risks described below may not be the only risks we
face.  Additional risks that we do not know of or that we currently
consider immaterial may also impair our business operations.  If any
of the events or circumstances described in the following risks actually occurs,
our business, financial condition or results of operations could be harmed and
the trading price of our common stock could decline.





Our
success depends on identifying and closing acquisitions of emerging and growing
businesses in China.





Our
success is largely dependent on our identifying good acquisition targets,
negotiating and structuring transactions that are beneficial to us, closing
those transactions, finding suitable management to operate those businesses and
successfully operate and grow the businesses we acquire.





We must work
cooperatively with governmental authorities.





We are
engaged in business in a country with a planned economy heavily influenced by
government activities and we must work cooperatively with a variety of national,
federal, regional, state, provincial, and local government authorities and
entities.  The economy of China differs significantly from the
economies of the “western” industrialized nations in such respects as structure,
level of development, gross national product, growth rate, capital reinvestment,
resource allocation, self-sufficiency, rate of inflation and balance of payments
position, among others.  Only recently has the Chinese government
encouraged substantial private economic activities.  The Chinese
economy has experienced significant growth in the past several years, but such
growth has been uneven among various sectors of the economy and geographic
regions.  Actions by the Chinese government to control inflation have
significantly restrained economic expansion in the recent
past.  Similar actions by the Chinese government in the future could
have a significant adverse effect on economic conditions in China and the
results of operations of the Company.


8




If we deliver
products with defects, our credibility will be harmed and the sales and market
acceptance of our products will decrease.





Our
product and services are complex and may at times contain errors, defects and
bugs.  If we deliver products with errors, defects or bugs, our
credibility and the market acceptance and sales of our products would be
harmed.  Further, if our products contain errors, defects or bugs, we
may be required to expend significant capital and resources to alleviate such
problems.  We may agree to indemnify our customers in some
circumstances against liability arising from defects in our products. Defects
could also lead to product liability as a result of product liability lawsuits
against us or against our customers. We carry product and information liability
and errors and omissions insurance, but in the event that we are required to
defend more than a few such actions, or in the event that we are found liable in
connection with such an action, our business and operations may be severely and
materially adversely affected.





We compete with
large companies.





We
operate in a highly competitive industry.  Although we believe that
some of our technology is unique, can be protected, and, if adopted, will confer
benefits that will be otherwise unavailable for some time, we face very large
competitors with greater resources who may adopt various strategies to block or
slow our market penetration, thereby straining our more limited
resources.  We are aware of efforts by competitors to introduce doubt
about our financial stability as we compete to make sales and win customers and
business.  Large competitors may also seek to hinder our operations
through attempts to recruit key staff with exceptionally attractive terms of
employment, including signing bonuses, or by offer of highly competitive terms
to potential or newly acquired customers.





We will need to
continue our product development efforts.





We
believe that our market will be characterized by increasing technical
sophistication.  We also believe that our eventual success will depend
on our ability to continue to provide increased and specialized technical
expertise.  There is no assurance that we will not fall
technologically behind competitors with greater resources.  Although
we believe that we enjoy a lead in our product development, and are hopeful that
our patents provide some protection, we will likely need significant additional
capital in order to continue to enjoy such a technological lead over competitors
with more resources.





If we are unable
to protect our intellectual property, our competitive position would be
adversely affected.





We may
rely on patent protection, as well as trademark and copyright law, trade secret
protection and confidentiality agreements with our employees and others to
protect our intellectual property.  Despite our precaution,
unauthorized third parties may copy our products and services or reverse
engineer or obtain and use information that we regard as
proprietary.  We have filed eleven patent applications with the United
States Patent and Trademark Office and intend to file more.  Six
patents have been granted; however, we do not know if the remaining applications
will be granted or whether we will be successful in prosecuting any future
patents.  In addition, the laws of some foreign countries do not
protect proprietary rights to the same extent, as do the laws of the United
States.  Our means of protecting our proprietary rights may not be
adequate and third parties may infringe or misappropriate our patents,
copyrights, trademarks and similar proprietary rights.  If we fail to
protect our intellectual property and proprietary rights, our business,
financial condition and results of operations would suffer.  We
believe that we do not infringe upon the proprietary rights of any third party,
and no third party has asserted an infringement claim against us.  It
is possible, however, that such a claim might be asserted successfully against
us in the future.  We may be forced to suspend our operations to pay
significant amounts to defend our rights, and a substantial amount of the
attention of our management may be diverted from our ongoing business, all of
which would materially adversely affect our business.


9





We focus on the
research and development of our proprietary technologies and the marketing of
our first product.





We
believe that these technologies are the basis for marketable commercial
products.  However, there can be no assurance of this, and it is
possible that our proprietary technologies and products will have no commercial
benefit or potential.  In addition, from our inception to the present,
we have not recognized any substantial operating revenues.





We depend on our
key personnel and may have difficulty attracting and retaining the skilled staff
we need to execute our growth plans.





Our
success will be dependent largely upon the efforts of our management
team.  The loss of key staff could have a material adverse effect on
our business and prospects.  To execute our plans, we will have to
retain current employees. Competition for highly skilled employees with
technical, management, marketing, sales, product development and other
specialized training is intense.  We may not be successful in
retaining such qualified personnel. Specifically, we may experience increased
costs in order to retain skilled employees. If we are unable to retain
experienced employees as needed, we would be unable to execute our business
plan.





We may face rapid
technological change.





The
market for our products and services may be characterized by rapidly changing
technologies, extensive research and the introduction of new products and
services. We believe that our future success will depend in part upon our
ability to continue to enhance our existing products and to develop, manufacture
and market new products and services. As a result, we expect to continue to make
a significant investment in engineering, research and
development.  There can be no assurance that we will be able to
develop and introduce new products and services or enhance our initial products
in a timely manner to satisfy customer needs, achieve market acceptance or
address technological changes in our target markets. Failure to develop products
and services and introduce them successfully and in a timely manner could
adversely affect our competitive position, financial condition and results of
operations.





If we experience
rapid growth, we will need to manage such growth well.





We may
experience substantial growth in the size of our staff and the scope of our
operations, resulting in increased responsibilities for
management.  To manage this possible growth effectively, we will need
to continue to improve our operational, financial and management information
systems, will possibly need to create entire departments that do not now exist,
and hire, train, motivate and manage a growing number of staff.  Due
to a competitive employment environment for qualified technical, marketing and
sales personnel, we expect to experience difficulty in filling our needs for
qualified personnel.  There can be no assurance that we will be able
to effectively achieve or manage any future growth, and our failure to do so
could delay product development cycles and market penetration or otherwise have
a material adverse effect on our financial condition and results of
operations.





We could face
information and product liability risks and may not have adequate
insurance.





Our
products may be used in connection with critical business applications. We may
become the subject of litigation alleging that one or more of our products are
ineffective or disruptive in our treatment of data, or with regard to critical
business information.  Thus, we may become the target of lawsuits from
injured or disgruntled businesses or other users.  In the event that
we are required to defend more than a few such actions, or in the event that it
is found liable in connection with such an action, our business and operations
may be severely and materially adversely affected.





Future
profitability is not guaranteed.





We have
not recognized any substantial operating revenues to date.  Assuming
we can attract sufficient financing, and revenues increase, there is no
assurance that our plans will be realized or that we will achieve break-even
status or profitability in the future.


10





Changes to
financial accounting standards may affect our results of operations and cause us
to change business practices.





We
prepare financial statements in conformity with U.S. generally accepted
accounting principles.  These accounting principles are subject to
interpretation by the American Institute of Certified Public Accountants, the
Public Company Accounting Oversight Board, the SEC and various other bodies
formed to interpret and create appropriate accounting principles.  A
change in those principles can have a significant effect on our reported results
and may affect our reporting of transactions completed before a change is
announced.  Changes to those rules or the questioning of current
practices may adversely affect our reported financial results or the way we
conduct business.  For example, accounting principles affecting many
aspects of our business, including rules relating to equity-related
compensation, have recently been revised.  The Financial Accounting
Standards Board and other agencies finalized changes to U.S. generally accepted
accounting principles that required us, starting January 1, 2006, to record a
charge to earnings for employee stock option grants and other equity incentives.
We will have significant ongoing accounting charges resulting from option grant
and other equity incentive expensing that could reduce net income or increase
losses.  In addition, since we historically used equity-related
compensation as a component of our total employee compensation program, the
accounting change could make the use of equity-related compensation less
attractive and therefore make it more difficult to attract and retain
employees.





There is a
limited market for our common stock.





Our
common stock is not listed on any exchange and trades in the over-the-counter
(the “OTC”) market.  Additionally, one stockholder holds a majority of
our stock.  As such, the market for our common stock is limited and is
not regulated by the rules and regulations of any exchange. Further, the price
of our common stock and its volume in the OTC market may be subject to wide
fluctuations. Our stock price could decline regardless of our actual operating
performance, and stockholders could lose a substantial part of their investment
as a result of industry or market-based fluctuations. Our stock trades
relatively thinly.  If a more active public market for our stock is
not sustained, it may be difficult for stockholders to sell shares of our common
stock.  Because we do not anticipate paying cash dividends on our
common stock for the foreseeable future, stockholders will not be able to
receive a return on their shares unless they are able to sell
them.  The market price of our common stock will likely fluctuate in
response to a number of factors, including but not limited to, the
following:





·
            sales,
      sales cycle and market acceptance or rejection of our
    product;


·
            economic
      conditions within our industry;


·
            our
      failure to meet performance estimates or the performance estimates of
      securities analysts;


·
            the
      timing of announcements by us or our competitors of significant products,
      contracts or acquisitions or publicity regarding actual or potential
      results or performance thereof; and


·
            domestic
      and international economic, business and political
    conditions.





Failure to
maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002 could have a material adverse effect on our stock
price.





Section 404
of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the
SEC require annual management assessments of the effectiveness of our internal
control over financial reporting and a report by our independent registered
public accounting firm attesting to and reporting on these
assessments.  If we fail to adequately maintain compliance with, or
maintain the adequacy of, our internal control over financial reporting, as such
standards are modified, supplemented or amended from time to time, we may not be
able to ensure that we can conclude on an ongoing basis that we have effective
internal control over financial reporting in accordance with Section 404 of
the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the
SEC.  If we cannot favorably assess, or our independent registered
public accounting firm is unable to provide an unqualified attestation report on
our assessment of the effectiveness of our internal control over financial
reporting, investor confidence in the reliability of our financial reports may
be adversely affected, which could have a material adverse effect on our stock
price.


11





ITEM
2.     DESCRIPTION OF PROPERTY





Our
principal executive office consists of approximately 200 square feet of office
space that is located at Suite 5204, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong.  The premises are leased from a related third party with
free rental.





Our
operating offices in China consists of approximately 5,600 square feet of office
space located at Suite 1506-09, Landmark, 4028 Jintian Road, Futian District,
Shenzhen 518026, PRC and 800 square feet of office space located at Room 10C,
Tower 2, Freelight Building, No.6017 Shennan Road, Futian District Shenzhen
518048, PRC.  The premises are leased from an unrelated third party
with rental payments and management fees of approximately $113,000 and $10,000
per year respectively.  These leases will expire in February 2011 and
June 2010 respectively .





All of
our office facilities are in good condition and we believe they are adequate to
support our operations for the foreseeable future.





ITEM
3.     LEGAL PROCEEDINGS





We had no
legal proceedings outstanding as at June 30, 2009.





ITEM
4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were put before our shareholders for a vote during the last quarter of
our fiscal year.


12


PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY
SECURITIES





Our
common stock is quoted on the National Association of Securities Dealers, Inc.
Over-The-Counter Electronic Bulletin Board (the “OTC Bulletin Board”), and is
traded under the symbol “IMOT”.





The
following table represents the high and low bid prices for our common stock on
the OTC Bulletin Board for each quarter during the last two fiscal
years.





High
                  
                  
                  LowFiscal
      2008Quarter
      ended September 30, 2007
                  
                  
                  0.25
                  
                  
                  
                  0.15Quarter
      ended December 31, 2007
                  
                  
                  0.255
                  
                  
                  
                  0.092Quarter
      ended March 31, 2008
                  
                  
                  0.20
                  
                  
                  
                  0.12Quarter
      ended June 30, 2008
                  
                  
                  0.15
                  
                  
                  
                  0.06Fiscal
      2009Quarter
      ended September 30, 2008
                  
                  
                  0.12
                  
                  
                  
                  0.05Quarter
      ended December 31, 2008
                  
                  
                  0.09
                  
                  
                  
                  0.01Quarter
      ended March 31, 2009
                  
                  
                  0.08
                  
                  
                  
                  0.01Quarter
      ended June 30, 2009
                  
                  
                  0.06
                  
                  
                  
                  0.01





The above
bid information reflects inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.





As of
September 6, 2009, there were approximately 609 holders of record of the
Company’s common stock.  This number does not include an indeterminate
number of shareholders whose shares are held by brokers in street
name.





We have
never declared or paid any cash dividend on our common stock and do not expect
to declare or pay any cash dividend in the foreseeable future.





In the
fiscal year ended June 30, 2009,the Company issued
common stock to various parties and redeemed common stock.  The
following transactions have not been reported by the Company in previous
quarterly reports.  The value of the common stock for each issuance
was based on one of the following: the market price of the shares on the date of
the transactions, the market price of the shares on the date the negotiations
between the parties began or on the fair value of services
received.  The issuances were as follows:





On
September 16, 2008 we authorized the issuance of 500,000 shares of common stock
with a value of $0.05 per share to Deng Xiang Xiong for the compensation of
negotiating in the case of Golden Anke. The
stock was delivered on August 19, 2009 and issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of
1933.





Equity
Compensation Plan





On
December 1, 2003 our Board of Directors adopted, and on January 28, 2004 our
stockholders approved, the Intermost Corporation 2003 Equity Incentive
Plan.  As of June 30, 2009, no awards had been granted from the
Plan.


13


ITEM
6.     MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





Critical
Accounting Policies and Estimates





Management’s
discussion and analysis of results of operations and financial condition are
based upon the Company’s consolidated financial statements.  These
statements have been prepared in accordance with the generally accepted
accounting principles as used in the United States of America.  These
principles require management to make certain estimates, judgments and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and
liabilities.  On an on-going basis, we evaluate our estimates based on
historical experience and various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.





The
following critical accounting policies rely upon assumptions, judgments and
estimates and were used in the preparation of the Company’s consolidated
financial statements:





Revenue
Recognition





Revenues
are recognized (i) with respect to services, at the time a project (or a
milestone thereof) is completed and accepted by the customer, and (ii) with
respect to products, at the time products are delivered to customers and
collectability for such sales is reasonably assured. We have adopted Staff
Accounting Bulletin No.101, Revenue Recognition (“SAB 101”) in our financial
statements. SAB 101 provides in part further interpretive guidance for public
companies on the recognition, presentation, and disclosure of revenues in
financial statements. The adoption of SAB 101 did not have a material impact on
our revenue recognition practices.





Accounts
Receivable





We
typically extend credit to our customers.  From time to time,
e-commerce solution services are provided under fixed-price contracts where the
revenues and the payment of related receivable balances are due upon the
achievement of certain milestones. Management estimates the probability of
collection of the receivable balances and provides an allowance for doubtful
accounts based upon its judgment in assessing the realization of these
receivable balances taking into account aging, historical experience, the
customer’s financial condition and general economic conditions.





Long-lived
assets and goodwill





The
Company periodically evaluates the carrying value of long-lived assets held or
used whenever events and circumstances indicate that the carrying value of the
asset may no longer be recoverable.  An impairment loss, measured on
the fair value of the asset, is recognized if expected future undiscounted cash
flows are less than the carrying value of the assets.





We
evaluate goodwill, at a minimum, on an annual basis and whenever events and
changes in circumstances suggest that the carrying amount may not be recoverable
in accordance with SFAS No. 142 “Goodwill and Other Intangible
Assets”.  Impairment of goodwill is tested at the reporting unit level
by comparing the reporting unit’s carrying amount, including goodwill, to the
fair value of the reporting unit.  The fair values of the reporting
units are estimated using discounted cash flows approach.  If the
carrying amount of the reporting unit exceeds its fair value, goodwill is
considered impaired and a second step is performed to measure the amount of
impairment loss, if any.


14


Overview





We
believe that the People’s Republic of China represents an exciting emerging
world market whose role in the global economy is increasing
steadily.  China’s economic growth rate, measured by its gross
domestic product, has consistently been higher than 7% over the past 10
years.  This economic growth is attributable to many factors,
including investment in the country’s infrastructure, increased privatization of
businesses and an abundant source of labor.  Currently, we offer
products and services to businesses and consumers located primarily in
China.  Our plan is to take advantage of China’s economic growth to
expand our existing businesses and, possibly, in the future, to sell our
products and services outside of China.  We also have begun to acquire
diverse businesses that are not dependent on, or directly related to, each
other.  We believe that diversification is a good hedge against the
collapse of a single industry, such as the global collapse of the technology
industry that occurred in 2000.  We expect that any acquisitions we
make will improve our financial condition, although we cannot guarantee any such
result.





Currently
our revenues are generated primarily by our subsidiaries, ChinaE and ChinaE Tech
both of which distributes licenses for Chinese language translation software and
offer web design and hosting services.





In
response to the economic recovery, we began to diversify our business, so that
we will no longer be dependent on one market for
revenue.   Generally, the issuance of our common stock represents
some or all of the purchase price we pay for an acquired business.  We
believe that the continued active trading of our common stock will be important
to the principals of target companies and future acquisitions may be dependent
on the active trading of our common stock.  However, our common stock
has not been actively traded and, if our common stock continues to trade with
limited volume and at current levels we may not be able to make acquisitions as
planned.





During
the fiscal year ended June 30, 2009 we incurred a net operating loss of
$2,435,707.  Our auditor, Albert Wong & Co., CPA, has issued a
“going concern” opinion for our financial statements as of June 30,
2009.


15


Results
of Operations





Following
is summary financial information reflecting our operations for the periods
indicated.





Year Ended June 302009
                  
                  
                  2008Net
      revenues
                  
                  $
                  4,023
                  
                  
                  $
                  26,108Cost
      of revenues
                  
                  
                  (4,717
                  )
                  
                  
                  (68,328
                  )Gross
      profit/(loss)
                  
                  
                  (694
                  )
                  
                  
                  (42,220
                  )Selling,
      general and administrative expenses
                  
                  
                  (1,410,651
                  )
                  
                  
                  (1,565,844
                  )Exchange
      differences
                  
                  
                  1,814
                  
                  
                  
                  8,734Amortization
      of intangible assets
                  
                  
                  (6,747
                  )
                  
                  
                  (5,862
                  )Written
      off loan receivables
                  
                  
                  (427,080
                  )
                  
                  
                  -Written
      off trade receivables
                  
                  
                  (282,931
                  )
                  
                  
                  -Interest
      income
                  
                  
                  34,523
                  
                  
                  
                  81,123Investment
      income
                  
                  
                  250,110
                  
                  
                  
                  277,755Loss
      from operations
                  
                  
                  (1,841,656
                  )
                  
                  
                  (1,246,314
                  )Impairment
      of associate company
                  
                  
                  (1,265,148
                  )
                  
                  
                  -Loss
      on disposal of a subsidiary
                  
                  
                  -
                  
                  
                  
                  (353,377
                  )Other
      income, net
                  
                  
                  94,908
                  
                  
                  
                  42,097Loss
      before taxation
                  
                  
                  (3,011,896
                  )
                  
                  
                  (1,557,594
                  )Taxation
                  
                  
                  -
                  
                  
                  
                  -Loss
      before minority interest
                  
                  
                  (3,011,896
                  )
                  
                  
                  (1,557,594
                  )Minority
      interest
                  
                  
                  576,189
                  
                  
                  
                  540Net
      loss
                  
                  
                  (2,435,707
                  )
                  
                  
                  (1,557,054
                  )





Year
Ended June 30, 2009 Compared to Year Ended June 30, 2008





Net revenues.





Net
revenues for the year ended June 30, 2009 decreased by $22K1, or 85%, to $4K from $26K
for the year ended June 30, 2008.





Net
revenues during fiscals 2009 and 2008 were derived principally from e-commerce
solutions.  The term “e-commerce solutions” includes web site design
and development and web hosting.





The
following table reflects the total net revenues and percentage of net revenues
by major category for the periods indicated:





Year
      Ended June 30
                    
                    
                    Year
      Ended June 302009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008US$
                    
                    
                    US$E-commerce
      solutions-
      website design and development
                    
                    
                    4,023
                    
                    
                    
                    26,108
                    
                    
                    
                    100
                    %
                    
                    
                    100
                    %


1 As used
in this Annual Report on Form 10-K, the letter “K” appearing immediately after a
dollar amount denotes rounding to the nearest $1,000; as an example, $380,499
may be rounded to “$380K”


16





Costs of
Revenues.





Costs of
revenues consist principally of subcontracting cost to third parties for the
year ended June 30, 2009. The costs of revenues for the year ended June 30, 2008
consist principally salaries for computer network technicians, depreciation, and
other costs including travel employee benefits, office expenses and related
expenses allocated to the engineering and technician staff.





The
following table reflects the principal components of costs of revenues and the
percentage of net revenues represented by each component for the periods
indicated:





Total Cost of Revenues
                
                
                Percentage to Total Net
      RevenuesYear
      Ended June 30
                
                
                Year
      Ended June 302009
                
                
                2008
                
                
                2009
                
                
                2008US$
                
                
                US$Engineers/technician
      salaries
                
                
                0
                
                
                
                33,921
                
                
                
                0.00
                %
                
                
                129.93
                %Sub-contracting
      fee
                
                
                3,803
                
                
                
                0
                
                
                
                94.53
                %
                
                
                -VOIP
      services
                
                
                0
                
                
                
                166
                
                
                
                0.00
                %
                
                
                0.64
                %Depreciation
                
                
                0
                
                
                
                19,574
                
                
                
                0.00
                %
                
                
                74.97
                %Other
                
                
                914
                
                
                
                14,667
                
                
                
                22.72
                %
                
                
                56.18
                %Total
                
                
                4,717
                
                
                
                68,328
                
                
                
                117.25
                %
                
                
                261.71
                %





Compared
to the 2008 fiscal year, the total costs of revenues for the 2009 fiscal year
decreased by $63K, or 93%, to $5K. The decrease in costs of revenues was due to
the exclusion of cost from VOIP services, cost of e-commerce has been outsourced
to third parties at a lower cost.





Selling,
General and Administrative Expense.





Selling,
general and administrative expense (“SG&A”) consists principally of (1)
sales commissions, advertising, trade show and seminar expenses, and
direct-field sales expense, (2) salaries for administrative and sales staff, (3)
corporate overhead, and (4) allowances for bad and doubtful
accounts.  The following table reflects the principal components of
SG&A and the percentage of net revenues represented by each component for
the periods indicated:





Total SG & A
                
                
                Percentage to Total Net
      RevenuesYear
      Ended June 30
                
                
                Year
      Ended June 302009
                
                
                2008
                
                
                2009
                
                
                2008US$
                
                
                US$Sales
      and marketing salaries and commission
                
                
                178,249
                
                
                
                42,407
                
                
                
                4430.75
                %
                
                
                162.43
                %Other
      sales and marketing expenses
                
                
                70,079
                
                
                
                13,009
                
                
                
                1741.96
                %
                
                
                49.83
                %Rental
      obligation
                
                
                134,053
                
                
                
                50,802
                
                
                
                3332.16
                %
                
                
                194.58
                %Administrative
      salaries
                
                
                395,317
                
                
                
                274,587
                
                
                
                9826.42
                %
                
                
                1051.74
                %Corporate
      overhead
                
                
                632,953
                
                
                
                1,185,039
                
                
                
                15733.36
                %
                
                
                4538.99
                %Total
                
                
                1,410,651
                
                
                
                1,565,844
                
                
                
                35064.65
                %
                
                
                261.71
                %


17


The
principal components of SG&A during the 2009 year were sales and marketing
salaries and commissions, other marketing expenditures, administrative salaries
and benefits, and other corporate expenses, which includes legal and
professional fees, general office expenses, traveling expenses, general employee
benefit expense, depreciation consultancy fees, and allowance for bad and
doubtful accounts.





For the
2009 fiscal year, SG&A decreased by $155K or 10%, to $1,411K as compared to
$1,566K for the 2008 fiscal year.  Sales and marketing salaries and
commissions increased by$ 136K or 320% during the 2009 fiscal year, to $178K, as
compared to $42K for the 2008 fiscal year.  During the 2009 fiscal
year, administrative salaries increased by $120K or 44%, to $395K during the
2009 fiscal year, as compared to $275K in the 2008 fiscal year.  Other
corporate expense decreased during the 2009 fiscal year, by $552K or 47%, to
$633K, as compared to $1,185K in the 2008 fiscal year.  The decrease
in SG&A was principally attributable to the payment in 2008 to Mr. Rocky
Wulianghai in term of IMOT shares as a one-time bonus for services already
rendered to IMOT.





Minority
Interest.





We
reported a minority interest in our losses of $576K for the 2009 fiscal year,
reflecting the proportionate interest in the losses of the group operating
losses of China Equity Platform Holding Group Ltd. owned by other parties as
compared to a minority interest in a loss of $1K for the 2008 fiscal year,
reflecting the ownership of third parties in Intermost Focus Advertising Company
Ltd.





Liquidity
and Capital Resources





To date,
we have funded our operations with cash from our operating activities, sales of
our securities and by using our common stock to make acquisitions and
purchases.





At June
30, 2009 we had cash and cash equivalents of $576K and working capital of
$1,268K as compared to $640K of cash and cash equivalents and $1,747K of working
capital as of June 30, 2008.





Net cash
provided by operating activities totaled $375K during the 2009 fiscal year while
net cash used in operating activities was $1,300K during the 2008 fiscal year.
Cash generated from operating activities was partially offset by non-cash
charges, including depreciation expense in the amount of $46K and amortization
of intangible assets in the amount of $4K.





Net cash
used in investing activities was $97K for the 2009 fiscal year while net cash
provided by investing activities was $134K for the 2008 fiscal
year.  Funds used in investing activities consisted of addition of
office equipment.





Net cash
used in financing activities was $323K for the 2009 fiscal year while net cash
provided by financing activities was $555K for the 2008 fiscal
year.  Funds used in financing activity were the decrease in amount
due to a related company during the 2009 fiscal year.





We had no
long term debt as of June 30, 2009.  Except as otherwise described
herein, we have no plans to make any major capital expenditures during the next
12 months and we are not aware of any trends or uncertainties that could affect
sales of our products.  We do not have any off balance sheet
arrangements.





We have
implemented various cost management measures to reduce our
overhead.  The Company will likely need to borrow money or obtain
additional equity financing in order to sustain operations.  At
present, we have no commitments for funding and there is no assurance that
funding will be available to us, or that any such funding would be on acceptable
terms.  If we need financing and cannot obtain it, we may be required
to severely curtail, or even cease, our operations.


18





Our
operating results have been, and will continue to be, affected by a wide variety
of factors that could have a material adverse effect on revenues and
profitability during any particular period. Some of these factors
include:





·
            Our
      ability to successfully implement our business
  plan;





·
            Whether
      or not we will be able to obtain the additional capital necessary to
      support our operations;





·
            Whether
      or not we will find joint venture prospects or acquisition prospects with
      which to enhance our business;





·
            Whether
      or not we can successfully integrate acquisitions that we make into our
      business;





·
            The
      level and rate of acceptance of our products and services by the Chinese
      people;





·
            Continued
      growth in the use of the Internet in
China;





·
            Entry
      of new competition (including established companies from outside China and
      companies with substantially greater resources) into our
      market;





·
            Fluctuations
      in the level of orders for services delivered in a
  quarter;





·
            Rescheduling
      or cancellation of orders by
customers;





·
            Competitive
      pressures on selling prices;





·
            Changes
      in product, service or customer
mix;





·
            Rapid
      changes in technology, which result in our technology becoming
      obsolete;





·
            Availability
      and cost of computer technicians;





·
            Loss
      of any strategic relationships;





·
            Loss
      of our largest customers;





·
            Our
      ability to introduce new products and services on a timely
      basis;





·
            New
      product and service introductions by our
  competitors;





·
            Fluctuations
      in exchange rates, and





·
            Adverse
      changes in the general economic, social or political conditions in the
      People’s Republic of China.


19





ITEM
7.             FINANCIAL
STATEMENTS





Refer
to Item 15 Finanacial Statement Schedules, pages 37 to 42.





ITEM
8.             CONTROLS
AND PROCEDURES





Disclosure
Controls and Procedures





We
maintain controls and procedures designed to ensure that we are able to collect
the information we are required to disclose in the reports we file with the SEC,
and to record, process, summarize and disclose this information within the time
periods specified by the SEC.  Based on an evaluation of our
disclosure controls and procedures as of the end of the period covered by this
report conducted by management, the Chief Executive Officer and Chief Financial
Officer have concluded that these controls and procedures are effective to
ensure that we are able to record, process, summarize and report the information
we are required to disclosure in the reports we file with the SEC within the
required time periods.





Management
is responsible for establishing and maintaining adequate internal control over
financing reporting as such term is defined in Rules 13a-15(f) or 15d-15(f)
under the Securities Exchange Act of 1934, as amended.  Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, we assessed the effectiveness of
our internal control over financial reporting as of June 30, 2009.  We
concluded that our internal control over financial reporting was effective as of
June 30, 2009.





Change
in Internal Controls Over Financing Reporting





During
the year ended June 30, 2009 there has been no change in our internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.





ITEM
8A           OTHER
INFORMATION





None.


20





PART
III





ITEM 9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS, AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
    ACT





Identification
of Directors, Executive Officers and Certain Significant Employees





The
following table sets forth certain information regarding the directors and
executive officers of the Company.





Name
                        
                        Age
                        
                        PositionFred
      Peck
                        
                        50
                        
                        DirectorChia
      Hsun Wu
                        
                        48
                        
                        Director
      and Chief Executive OfficerHiroshi
      Shinohara
                        
                        53
                        
                        DirectorRocky
      Wulianghai
                        
                        50
                        
                        President,
      Chief Executive Officer and DirectorThomas
      Lee
                        
                        59
                        
                        Chief
      Financial
Officer





There are
no family relationships among any of the directors or officers of the
Company.





None of
our directors or executive officers has, during the past five
years,





·
            had
      any bankruptcy petition filed by or against any business of which such
      person was a general partner or executive officer, either at the time of
      the bankruptcy or within two years prior to that
  time,





·
            been
      convicted in a criminal proceeding and none of our directors or executive
      officers is subject to a pending criminal
  proceeding,





·
            been
      subject to any order, judgment, or decree not subsequently reversed,
      suspended or vacated of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities, or





·
            been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





Business
Experience





Fred Peck has served as a
director of the Company since December 6, 2005. Mr. Peck is a funds manager,
transaction superintendent and vice president of Boston Bank Taiwan Branch. Over
15 years experience in portfolio investment, risk investment, capital
management, fundraising, acquisition and merger, project fund raising
privatization.


21


Chia Hsun Wu has served as a
director of the Company since November 3, 2006 and was appointed as the Chief
Executive Officer of the Company on October 1, 2009.  Mr. Wu has
extensive management and industrial experience and is a graduate from Oriental
Institute of Technology. Mr. Wu has conducted scientific research at the
National Taiwan University of Science and Technology. Mr. Wu is currently the
Managing Director of FFBC Holdings Group and Presidents of KG Hospitality
Management Co., Ltd. and Chain-Hsun Development Co., Ltd.





Hiroshi Shinohara has served
as a director of the Company since February 18, 2008.  Mr. Shinohara
graduated from Osaka University, with extensive experience in corporate
financial analysis, business in merging and acquisition.  Mr.
Shinohara is currently the Managing Director of FFBC Management Co., Ltd.,
Japan.





Rocky Wulianghai has served as
a director of the Company since December 6, 2005. Mr. Wulianghai was appointed
as President and Chief Executive Officer on June 13, 2007.  Mr.
Wulianghai graduated from University of Michigan with a Masters Degree in
electronic engineering.  Mr. Wulianghai is an experienced manager in
capital management, a well-known writer in finance and was once a journalist,
specifically editor-in-chief and a general editor in Taiwan
Television.  Mr. Wulianghai served as General Manager of Asia Capital
Management Inc. (1998) and as director of FFBC Holdings Group (2001). Mr.
Wulianghai voluntarily resigned as Director, President and Chief Executive
Officer of the Company on September 30, 2009.





Thomas Lee was appointed as
Chief Financial Officer of the Company on June 13, 2007.  Mr. Lee was
Chief Financial Officer of Management Recruiters International from June to
September 2002.  Mr. Lee simultaneously worked on a project for
Superstore International Ltd. which began in September 2002 and ended in August
2003.  From September 2003 to August 2004, Mr. Lee established a
public relations company and reviewed a China architecture and re-design
project.  In 2004, Mr. Lee rejoined Management Recruiters
International as Chief Financial Officer.  In the same year, he joined
the Ladies Recreations Club (Hong Kong) as Financial Consultant and Bund 18 Real
Estate Management, Ltd (Shanghai) where he continues to serve as the Group
Financial Officer.





Term
of Office





All
directors named above will serve until the next annual meeting of the Company’s
shareholders and until their successors are elected and
qualified.  Officers will hold their positions at the pleasure of the
Board of Directors.





Compliance
With Section 16(a) of Exchange Act





Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of our common stock to file reports of
ownership and changes in ownership of our common stock with the Securities and
Exchange Commission.  Directors, executive officers and persons who
own more than 10% of our common stock are required by Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a) forms they
file.





Based
sole upon there being no reports furnished to us, the Company believes that,
with respect to its fiscal year ended June 30, 2009, none of the Company’s
directors and officers and none of the persons known to the Company to own more
than 10% of the Company’s common stock, filed beneficial ownership reports with
the Securities and Exchange Commission.


22





ITEM
10.           EXECUTIVE
COMPENSATION





Our
“executive officers” include our current Chief Executive Officer, Chia Hsun Wu;
our former Chief Executive Officer and President, Rocky Wulianghai, who resigned
on September 30, 2009;and our Chief Financial Officer, Thomas Lee.





The
following table sets forth information concerning cash and non-cash compensation
paid or accrued to our executive officers during the past fiscal
year:





Summary
Compensation Table


The
amounts in the table below are calculated as of June 30, 2009




Name and
                Principal
                Position
                (a)
              
              Year
                (b)
              
              Salary
                ($)
                (c)
              
              
              Bonus
                ($)
                (d)
              
              
              Stock
                awards
                ($)
                (e)
              
              
              Option
                Awards
                ($)
                (4)
                (f)
              
              
              Non-Equity
                Incentive Plan
                Compensation
                ($)
                (g)
              
              
              Non-Qualified
                Deferred
                Compensation
                Earnings
                ($)
                (h)
              
              
              All Other
                Compensation
                ($)
                (i)
              
              
              Total
                ($)
                (j)Rocky
      Wulianghai,
                CEO
      andPresident
      (1)
              
              2009
              
              
              52,655
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              52,655Chia
      Hsun Wu,
                CEO
      (2)
              
              2009
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Thomas
      Lee,
                CFO
      (3)
              
              2009
              
              
              100,460
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              100,460




(1) Mr.
Rocky Wulianghai was appointed as Director of the Company on December 6, 2005
and Chief Executive Officer and President of the Company on June 13, 2007 and
resigned as Director, President and Chief Executive Officer on September 30,
2009.





(2) Mr.
Chia Hsun Wu was appointed as Director of the Company on November 3, 2006 and
Chief Executive Officer on October 1, 2009.





(3) Mr.
Thomas Lee was appointed as Chief Financial Officer of the Company on June 13,
2007.





Director
Compensation Table


The
amounts in the table below are calculated as of June 30, 2009.





Name
                  (a)
                
                Fees
      Earned
                  or
      Paid in
                  Cash
      ($)
                  (b)
                
                
                Stock
                  Awards
      ($)
                  (c)
                
                
                Option
      Awards
                  ($)
                  (d)
                
                
                Non-Equity
                  Incentive
      Plan
                  Compensation
      ($)
                  (e)
                
                
                Nonqualified
                  Deferred
                  Compensation
                  Earnings
                  (f)
                
                
                All
      Other
                  Compensation
                  ($)
                  (g)
                
                
                Total
      ($)
                  (h)Rocky
      Wulianghai
                
                
                52,655
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                52,655Chia
      Hsun Wu
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0


23


Director’s
Compensation





The
Company reimburses its directors for out-of-pocket expenses incurred on behalf
of the Company.





Other
Compensation and Employment Arrangements





The
Company has adopted and the stockholders have approved the Intermost Corporation
2003 Equity Incentive Plan.  The following discussion is qualified in
its entirety by the terms and provisions of the Plan.





The Plan
authorizes awards of options, awards of stock (“Stock Award”) and the granting
of bonus stock (“Stock Bonus”).  Persons eligible to receive awards
under the Plan include the Company's employees, officers and directors and its
consultants, independent contractors and advisors.  As of June 30,
2009, all of the Company’s employees, officers and directors were eligible to
receive awards under the Plan.  The number of persons covered by the
Plan may increase if we add additional employees (including officers) and
directors.  As of the date of this Annual Report, no awards have been
granted from the Plan.





The
Company’s Board of Directors administers the Plan.  For purposes of
this discussion, the body administering the Plan will be referred to as the
Administrator.  The Administrator has the authority to determine, at
its discretion, the number and type of awards that will be granted, the
recipients of the awards, any exercise or purchase price required to be paid,
when options may be exercised and the term of option grants.  Awards
under the Plan are not defined as to any group.  The term of the Plan
is 10 years from the date the Plan was adopted by the Board of
Directors.  We have reserved 20,000,000 shares of our common stock for
awards to be made under the Plan.





The
exercise price for stock options granted to officers and directors must be the
fair market value of the common stock on the date of grant.  The
exercise price for stock options granted to eligible persons other than officers
and directors may not be less than 85% of the fair market value of the common
stock on the date of grant.  The term of an option may not exceed 10
years.





A Stock
Award is an offer by the Company to sell to an eligible person shares of common
stock that may or may not be subject to restrictions.  Stock Awards
granted to officers and directors must be granted at the fair market value of
the common stock on the date of the award.  Stock Awards granted to
eligible persons who are not officers or directors may not be granted at less
than 85% of the fair market value of the common stock on the date of the
award.  Stock Awards may be subject to vesting conditions, as
determined by the Administrator.





A Stock
Bonus is a grant of shares that may be awarded to an eligible
person.  A Stock Bonus may be subject to vesting conditions, as
determined by the Administrator.  A Stock Bonus may be awarded for any
reason determined by the Administrator, including, but not limited to,
extraordinary services rendered to the Company by an eligible person, as an
award for performance achieved by the Company or upon satisfaction of
performance goals by the eligible person.





In the
United States, a recipient will not recognize any taxable income at the time an
option is granted.  However, upon exercise of an option, the recipient
will include in income as compensation an amount equal to the difference between
the fair market value of the shares on the date of exercise and the recipient's
exercise price.  The included amount will be treated as ordinary
income by the recipient and may be subject to withholding.  Upon
resale of the shares by the recipient, any subsequent appreciation or
depreciation in the value of the shares will be treated as capital gain or
loss.  There is no tax consequence to the Company as a result of
either the grant or the vesting of stock options.


24


ITEM 11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





Common
Stock





The
following table is furnished as of June 30, 2009, to indicate beneficial
ownership of shares of the Company’s common stock by (1) each shareholder of the
Company who is known by the Company to be a beneficial owner of more than 5% of
the Company’s common stock, (2) each director and named officer of the Company,
individually, and (3) all officers and directors of the Company as a
group.





Class of
                              Stock
                            
                            Name and Address of Beneficial
                              Owner
                            
                            Number of
                              Shares
                              Beneficially
                              Owned
                            
                            
                            Percent of
                              ClassCommon
                            
                            Fred
      Peck1
                            
                            
                            102,881,950
                            
                            
                            
                            48.24
                            %Common
                            
                            Rocky
      Wulianghai2
                            
                            
                            6,000,000
                            
                            
                            
                            2.81
                            %Common
                            
                            Chia
      Hsun Wu
                            
                            
                            -
                            
                            
                            
                            N/ACommon
                            
                            Hiroshi
      Shinohara
                            
                            
                            -
                            
                            
                            
                            N/ACommon
                            
                            Thomas
      Lee
                            
                            
                            -
                            
                            
                            
                            N/A





(1)
Includes shares owned by Alfredo Properties Limited, wholly-owned by Mr. Peck,
20,881,950 shares; and shares owned by the following entities controlled by Mr.
Peck: First Core Capital Finance Limited, 22,000,000 shares; First Federal
Holdings Limited, 40,000,000; Magnate Trading Services Limited, 6,666,000
shares; Piaster Assets Inc., 6,666,000 shares; and Original Group Holdings
Limited, 6,668,000 shares.




(2)
Resigned on 30th
September 2009.





Equity
Compensation Plan Information





Plan Category
                                
                                Number of securities to
                                  be issued upon exercise
                                  of outstanding options,
                                  warrants and rights
                                  (a)
                                
                                Weighted-average
                                  exercise price of
                                  outstanding options,
                                  warrants and rights
                                  (b)
                                
                                Number of securities
                                  remaining available for
                                  future issuance under
                                  Equity compensation
                                  plans (excluding
                                  securities reflected in
                                  column (a))
                                  (c)Equity
      compensationplans
      approved bysecurity
      holders
                                
                                
                                0
                                
                                Not
      applicable
                                
                                
                                20,000,000Equity
      compensationplans
      not approved bysecurity
      holders
                                
                                
                                0
                                
                                Not
      applicable
                                
                                
                                0Total
                                
                                
                                0
                                
                                Not
      Applicable
                                
                                
                                20,000,000







25


ITEM 12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





No
directors, executive officers or immediate family members of such individuals
were engaged in transactions with us or any of our subsidiaries during the
fiscal years ended June 30, 2006, June 30, 2007, June 30, 2008 and June 30,
2009.  Furthermore, we have no “interlocking” relationships in which
any of our executive officers are a member of the board of directors of another
entity whose executive officers are a member of our Board of
directors.





ITEM 13.
            EXHIBITS
      AND REPORTS ON FORMS 8-K





(a)
                    
                    ExhibitsExhibitNumber
                    
                    Description
      of Exhibit2.1
                    
                    Articles
      of Merger (1)3.1
                    
                    Articles
      of Incorporation (1)3.2
                    
                    Bylaws
      (1)10.1
                    
                    Cooperative
      Agreement re: formation of Jiayin E-Commerce joint venture
    (2)10.2
                    
                    Agreement
      Regarding Transfer of Properties on 38th Floor, Guomao Building
      (3)10.3
                    
                    Shareholding
      Transfer Agreement dated May 23, 2003 between IMOT Information Technology
      (Shenzhen) Ltd. and Shanghai Newray Business Development Co., Ltd.
      (4)10.4
                    
                    Share
      Transfer Agreement among IMOT Information Technology (Shenzhen) Ltd.,
      Shenzhen Golden Anke Technology Co. Ltd., Intermost Corporation, Tu
      Guoshen and Li Zhiquan (5)10.5
                    
                    Sale
      and Purchase Agreement among IMOT Information Technology (Shenzhen) Ltd.,
      Shanghai Fortune Venture Limited, North Shanghai Branch of Shanghai
      Technology Property Right Exchange Center and Intermost Corporation
      (6)10.6
                    
                    Distributorship
      Agreement dated November 28, 2002 between KanHan Technologies Limited and
      ChinaE.com Information Technology Ltd. (7)10.7
                    
                    Intermost
      Corporation 2003 Equity Incentive Plan (8)10.8
                    
                    Joint
      Venture Agreement among Intermost Corporation and Entities and/or
      Individuals Collectively Referred to as “Investors.”*14
                    
                    Code
      of Ethics (9)16
                    
                    Letter
      on Change in Certifying Accountant (10)21
                    
                    Significant
      Subsidiaries *31.1
                    
                    Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) and
      15d-14(a)*31.2
                    
                    Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) and
      15d-14(a)*32.1
                    
                    Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*32.2
                    
                    Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002*


26





(1)
                                  
                                  Incorporated
      by reference to the respective exhibits filed with the Registrant’s 10-KSB
      Amendment filed with the SEC on October 15, 2004(2)
                                  
                                  Incorporated
      by reference to the respective exhibits filed with Registrant’s
      Registration Statement on Form 10-SB (Commission File No.
      0-30430).(3)
                                  
                                  Incorporated
      by reference to the respective exhibits filed with the Registrant’s
      Quarterly Report on Form 10-QSB for the quarter ended March 31,
      2000.(4)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on June 9, 2003.(5)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on August 17, 2004.(6)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on April 26, 2004.(7)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on February 14, 2003.(8)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Proxy Statement
      filed with the SEC on January 6, 2004.(9)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s 10-KSB Amendment
      filed with the SEC on October 25, 2004.(10)
                                  
                                  Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on March 8, 2004.*
                                  
                                  Filed
      herewith.





(b)           Reports
on Form 8-K





On August
15, 2008 the Registrant filed a Current Report disclosing that the Registrant
approved a settlement agreement (the “Settlement Agreement”) by and among the
Company, IMOT Information Technology (Shenzhen) Co., Ltd., Shenzhen Inter-Anke
Digital Technology Co., Ltd. (“Anke”), and ChinaE.com Equity Platform Holding
(Group) Co., Ltd., effective on August 11, 2008.  The Settlement
Agreement provides for (i) Anke to pay to the Company the sum of USD$1,000,000,
(ii) the Company to transfer to Anke all of the shares of stock representing the
Company’s 49% ownership interest in Anke, and (iii) a termination of the Share
Transfer Agreement by among the Company and Anke executed March 31, 2004,
pursuant to which the Company initially acquired the Anke shares.





On August
15, 2008 the Registrant filed a Current Report disclosing certain material
impairments of certain investment and long-lived assets and the non-reliance on
its audit report for the year ended June 30, 2007.





On August
18, 2008 the Registrant filed a Current Report disclosing the dismissal of
Gruber & Company, LLC as the Company’s independent accountant, effective on
May 15, 2007.





On
October 14, 2008 the Registrant filed a Current Report therein disclosing that
it had concluded that, in the same context and for the same reasons as the prior
nonreliance and restatements, the Company would amend its quarterly reports for
the periods ended September 30, 2007 and March 31, 2008, and also disclosing
that the Registrant had moved its principal executive offices
to:  Suite 5204, Central Plaza, 18 Harbour Road, Wanchai, Hong
Kong.





On March
26, 2009 the Registrant filed a Current Report disclosing the Board ratified an
amendment to the Joint Venture Agreement with certain investors, under which the
Company transferred certain subsidiaries to a newly formed joint venture
corporation in consideration for stock in the joint venture corporation and
certain investment into the joint venture corporation.


27





On July
23, 2009 the Registrant filed a Current Report disclosing the Company received
approval from Haikou Intermediate People’s Court of the People’s Republic of
China on June 25, 2009 thereby allowing the Company, IMOT Information Technology
(Shenzhen) Co., Ltd., Guangzhou Ditai Communication Co., Ltd., Hainan Special
Economic Zone Property Rights Exchange Centre, Hainan Exchange Center Non-Public
Company Equity Registration Co., Ltd. and Zhai, Xiya to settle their dispute
over a stock exchange agreement entered into on December 11, 2004.





On
September 3, 2009 the Registrant filed a Current Report disclosing the Board
approved to dismiss The Corporate Law Group and appoint David J. Levenson as the
Company attorney in US law and Yuen & Partners as Company attorney in Hong
Kong law, with effective on August 8, 2009.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table sets forth fees billed to us by our auditors during the fiscal
years ended June 30, 2009 and June 30, 2008 for: (i) services rendered for the
audit of our annual financial statements and the review of our quarterly
financial statements, (ii) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.





June 30, 2009
                  
                  
                  June 30, 2008(i)    
      Audit Fees
                  
                  $
                  30,000
                  *
                  
                  $
                  45,000
                  *(ii)   
      Audit Related Fees
                  
                  $
                  —
                  
                  
                  $
                  —(iii)  
      Tax Fees
                  
                  $
                  —
                  
                  
                  $
                  —(iv)  
      All Other Fees
                  
                  $
                  —
                  
                  
                  $
                  —





*  Audit
fee for fiscal years ended June 30, 2009and June 30, 2008 were accrued to the
auditors, Albert Wong & Co., CPA.


28


Item 15.  Exhibits and
Financial Statement Schedules





The
following auditor’s report and financial statements are filed as part of this
annual report:





PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLICACCOUNTING
      FIRM
                    30CONSOLIDATED
      BALANCE SHEET
                    31CONSOLIDATED
      STATEMENT OF INCOME
                    33CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY
                    34CONSOLIDATED
      STATEMENT OF CASH FLOWS
                    35NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                    37





[Intentionally
Left Blank]


29


ALBERT
      WONG & CO.
                CERTIFIED
      PUBILC ACCOUNTANTS
                7th
      Floor, Nan Dao Commercial Building
                359-361
      Queen’s Road Central
                Hong
      Kong
                Tel
      : 2851 7954
                Fax:
      2545 4086
                
                ALBERT WONG
                
                B
      Soc., Sc., ACA., LL.B., CPA(Practising)









To:      The
board of directors and stockholders of


Intermost
Corporation





Report of Independent
Registered Public Accounting Firm





We have
audited the accompanying consolidated balance sheet of Intermost Corporation and
subsidiaries as of June 30, 2009 and 2008 and the related consolidated
statements of income, stockholders' equity and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Intermost
Corporation as of June 30, 2009 and 2008 and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 14 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In addition, the
Company continues to experience negative cash flows from operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 15. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





Hong
      Kong
              Albert
      Wong & Co.September
      30, 2009
              Certified
      Public Accountants


30





INTERMOST
CORPORATION





CONSOLIDATED
BALANCE SHEETS


AS
AT JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





Notes
                    
                    2009
                    
                    
                    2008ASSETSCurrent
      assetsCash
      and cash equivalents
                    2(e)
                    
                    $
                    575,523
                    
                    
                    $
                    640,200Accounts
      receivable, net
                    2(g)
                    
                    
                    1,464
                    
                    
                    
                    3,949,653Deposits,
      prepayment and other receivables
                    3
                    
                    
                    741,680
                    
                    
                    
                    1,318,880Other
      loan receivables
                    5
                    
                    
                    474,825
                    
                    
                    
                    670,288Total
      current assets
                    
                    
                    $
                    1,793,492
                    
                    
                    $
                    6,579,021Restricted
      cash
                    2(f)
                    
                    
                    -
                    
                    
                    
                    313,732Unlisted
      investment
                    2(h)
                    
                    
                    943,072
                    
                    
                    
                    937,363Plant
      and equipment, net
                    6
                    
                    
                    119,690
                    
                    
                    
                    74,568Goodwill
                    4
                    
                    
                    -
                    
                    
                    
                    -Intangible
      assets, net
                    
                    
                    
                    12,416
                    
                    
                    
                    16,365Investment
      in associated companies
                    2(l)
                    
                    
                    1
                    
                    
                    
                    1,258,742TOTAL
      ASSETS
                    
                    
                    $
                    2,868,671
                    
                    
                    $
                    9,179,791LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable
                    
                    
                    $
                    -
                    
                    
                    $
                    3,353,240Accrued
      liabilities and other payable
                    7
                    
                    
                    518,927
                    
                    
                    
                    759,353Customers
      deposits
                    
                    
                    
                    5,468
                    
                    
                    
                    83,999Advance
      from a shareholder
                    
                    
                    
                    -
                    
                    
                    
                    159,600Advance
      from a related company
                    9
                    
                    
                    -
                    
                    
                    
                    475,173Business
      and other taxes payable
                    
                    
                    
                    1,034
                    
                    
                    
                    1,047Total
      current liabilities
                    
                    
                    $
                    525,429
                    
                    
                    $
                    4,832,412TOTAL
      LIABILITIES
                    
                    
                    $
                    525,429
                    
                    
                    $
                    4,832,412





See
accompanying notes to consolidated financial statements





31




INTERMOST
CORPORATION





CONSOLIDATED
BALANCE SHEETS (Continued)


AS
AT JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





Notes
                    
                    2009
                    
                    
                    2008Minority
      interests
                    
                    
                    $
                    446,361
                    
                    
                    $
                    12,418STOCKHOLDERS’
      EQUITYCommon
      stock at $0.001 par value, 500,000,000 shares authorized, 213,281,873
      shares issued and outstanding at June 30, 2009;
                    10
                    
                    
                    213,282
                    
                    
                    
                    213,282Additional
      paid-in capital
                    10
                    
                    
                    24,997,931
                    
                    
                    
                    24,843,131Accumulated
      deficit
                    
                    
                    
                    (23,282,270
                    )
                    
                    
                    (20,846,563
                    )Accumulated
      other comprehensive income
                    2(s),10
                    
                    
                    (32,062
                    )
                    
                    
                    125,111$
                    1,896,881
                    
                    
                    $
                    4,334,961TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    
                    $
                    2,868,671
                    
                    
                    $
                    9,179,791





See
accompanying notes to consolidated financial statements


32


INTERMOST
CORPORATION





CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





Notes
                  
                  2009
                  
                  
                  2008Net
      revenues
                  2(m)
                  
                  $
                  4,023
                  
                  
                  $
                  26,108Cost
      of net revenues
                  
                  
                  
                  (4,717
                  )
                  
                  
                  (68,328
                  )Gross
      loss
                  
                  
                  $
                  (694
                  )
                  
                  $
                  (42,220
                  )Selling,
      general and administrative expenses
                  
                  
                  
                  (1,415,584
                  )
                  
                  
                  (1,562,972
                  )Loss
      from operations
                  
                  
                  $
                  (1,416,278
                  )
                  
                  $
                  (1,605,192
                  )Investment
      income
                  
                  
                  
                  250,110
                  
                  
                  
                  277,755Interest
      income
                  
                  
                  
                  34,523
                  
                  
                  
                  81,123Other
      income
                  
                  
                  
                  94,908
                  
                  
                  
                  42,097Bad
      debts written off
                  3(d)
                  
                  
                  (710,011
                  )
                  
                  
                  -$
                  (1,746,748
                  )
                  
                  $
                  (1,204,217
                  )Unusual
      itemsLoss
      on disposal of a subsidiary
                  
                  
                  
                  -
                  
                  
                  
                  (353,377
                  )Impairment
      of associate company
                  13
                  
                  
                  (1,265,148
                  )
                  
                  
                  -Loss
      before income taxes and minority interests
                  
                  
                  $
                  (3,011,896
                  )
                  
                  $
                  (1,557,594
                  )Income
      taxes
                  8
                  
                  
                  -
                  
                  
                  
                  -Net
      loss before minority interests
                  
                  
                  $
                  (3,011,896
                  )
                  
                  $
                  (1,557,594
                  )Minority
      interests
                  
                  
                  
                  576,189
                  
                  
                  
                  540Net
      loss
                  
                  
                  $
                  (2,435,707
                  )
                  
                  
                  (1,557,054
                  )Net
      loss per share:-Basic
      and diluted
                  
                  
                  $
                  (0.0114
                  )
                  
                  $
                  (0.0074
                  )Weighted
      average no. of common stock-Basic
      and diluted
                  
                  
                  $
                  213,281,873
                  
                  
                  $
                  211,069,111





See
accompanying notes to consolidated financial statements


33


INTERMOST
CORPORATION





CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





Additional
                    
                    
                    AccumulatedNo.
                    
                    
                    
                    
                    
                    
                    
                    
                    paid
                    
                    
                    Othershares
                    
                    
                    Common
                    
                    
                    Treasury
                    
                    
                    In
                    
                    
                    comprehensive
                    
                    
                    Accumulatedoutstanding
                    
                    
                    stock
                    
                    
                    Stock
                    
                    
                    capital
                    
                    
                    Income/(loss)
                    
                    
                    deficit
                    
                    
                    TotalBalance,
      July 1, 2007
                    
                    
                    215,370,278
                    
                    
                    $
                    215,371
                    
                    
                    $
                    (8,970
                    )
                    
                    $
                    24,216,705
                    
                    
                    $
                    (444,805
                    )
                    
                    $
                    (19,289,509
                    )
                    
                    $
                    4,688,792Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,
      557,054
                    )
                    
                    
                    (1,557,054
                    )Redemption
      of common stocks
                    
                    
                    (8,970,355
                    )
                    
                    
                    (8,970
                    )
                    
                    
                    8,970
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Issuance
      of common stocks
                    
                    
                    6,881,950
                    
                    
                    
                    6,881
                    
                    
                    
                    -
                    
                    
                    
                    626,426
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    633,307Foreign
      currency translation
                      adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    415,116
                    
                    
                    
                    -
                    
                    
                    
                    415,116Adjustment
      on shares paid for
                      compensation
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    154,800
                    
                    
                    -
                    
                    
                    154,800Balance,
      June 30, 2008
                    
                    
                    213,281,873
                    
                    
                    $
                    213,282
                    
                    
                    $
                    -
                    
                    
                    $
                    24,843,131
                    
                    
                    $
                    125,111
                    
                    
                    $
                    (20,846,563
                    )
                    
                    $
                    4,334,961Balance,
      July 1, 2008
                    
                    
                    213,281,873
                    
                    
                    $
                    213,282
                    
                    
                    $
                    -
                    
                    
                    $
                    24,843,131
                    
                    
                    $
                    125,111
                    
                    
                    $
                    (20,846,563
                    )
                    
                    $
                    4,334,961Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,435,707
                    )
                    
                    
                    (2,435,707
                    )Adjustment
      on shares paid for
                      compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    154,800
                    
                    
                    
                    (154,800
                    )
                    
                    
                    -
                    
                    
                    
                    -Foreign
      currency translation
                      adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,373
                    )
                    
                    
                    -
                    
                    
                    
                    (2,373
                    )Balance,
      June 30, 2009
                    
                    
                    213,281,873
                    
                    
                    $
                    213,282
                    
                    
                    
                    -
                    
                    
                    
                    24,997,931
                    
                    
                    
                    (32,062
                    )
                    
                    
                    (23,282,270
                    )
                    
                    
                    1,896,881





See
accompanying notes to consolidated financial statements


34




INTERMOST
CORPORATION





CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





Note
                        
                        2009
                        
                        
                        2008Cash
      flows from operating activitiesNet
      loss
                        
                        
                        $
                        (2,435,707
                        )
                        
                        $
                        (1,557,054
                        )Amortization
      of intangible assets
                        
                        
                        
                        4,044
                        
                        
                        
                        5,862Bad
      debts
                        3(d)
                        
                        
                        710,011
                        
                        
                        
                        -Depreciation
                        
                        
                        
                        46,100
                        
                        
                        
                        30,587Loss
      on disposal of fixed assets
                        
                        
                        
                        5,921
                        
                        
                        
                        -Loss
      on disposal of a subsidiary
                        
                        
                        
                        -
                        
                        
                        
                        353,377Impairment
      of associate company
                        13
                        
                        
                        1,265,148
                        
                        
                        
                        -Minority
      interests
                        
                        
                        
                        433,436
                        
                        
                        
                        (540
                        )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Accounts
      receivable, net
                        
                        
                        
                        170,474
                        
                        
                        
                        549,614Deposits,
      prepayment and other receivable
                        
                        
                        
                        356,909
                        
                        
                        
                        278,181Short-term
      loan
                        
                        
                        
                        -
                        
                        
                        
                        69,726Accounts
      payables
                        
                        
                        
                        -
                        
                        
                        
                        (947,404
                        )Accrued
      liabilities and other payable
                        
                        
                        
                        (102,178
                        )
                        
                        
                        (64,306
                        )Customers
      deposits
                        
                        
                        
                        (79,357
                        )
                        
                        
                        (8,079
                        )Deferred
      revenue
                        
                        
                        
                        394
                        
                        
                        
                        (10,710
                        )Business
      and other taxes payable
                        
                        
                        
                        (20
                        )
                        
                        
                        667Net
      cash provided by/(used in) operating activities
                        
                        
                        $
                        375,175
                        
                        
                        $
                        (1,300,079
                        )Cash
      flows from investing activitiesAcquisition
      of plant and equipment
                        
                        
                        $
                        (96,645
                        )
                        
                        $
                        (50,862
                        )Increase
      in short-term investment
                        
                        
                        
                        -
                        
                        
                        
                        27,651Deposit
      of investment
                        
                        
                        
                        -
                        
                        
                        
                        156,876Net
      cash (used in)/provided by investing activities
                        
                        
                        $
                        (96,645
                        )
                        
                        $
                        133,665Cash
      flows from financing activitiesAdvance
      from a related party
                        
                        
                        $
                        (477,592
                        )
                        
                        $
                        447,878Advance
      from a shareholder
                        
                        
                        
                        (160,412
                        )
                        
                        
                        (16,903
                        )Redemption
      of common stocks
                        
                        
                        
                        -
                        
                        
                        
                        (8,970
                        )Proceeds
      from issuance of common stocks, net
                        
                        
                        
                        -
                        
                        
                        
                        110,949Restricted
      cash
                        
                        
                        
                        315,329
                        
                        
                        
                        21,729Net
      cash (used in)/provided by financing activities
                        
                        
                        $
                        (322,675
                        )
                        
                        $
                        554,683


35




INTERMOST
CORPORATION





CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





2009
                          
                          
                          2008Net
      decrease in cash and cash equivalents
                          
                          $
                          (44,145
                          )
                          
                          $
                          (611,731
                          )Effect
      of foreign currency translation oncash and cash
      equivalents
                          
                          
                          (20,532
                          )
                          
                          
                          721,463Cash
      and cash equivalents–beginning of year
                          
                          
                          640,200
                          
                          
                          
                          530,468Cash
      and cash equivalents–end of year
                          
                          $
                          575,523
                          
                          
                          $
                          640,200




2009
                
                
                2008Supplementary
      cash flow information:Interest
      received
                
                $
                5,892
                
                
                $
                30,280





See
accompanying notes to consolidated financial statements


36


INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 1.
              ORGANIZATION
      AND PRINCIPAL ACTIVITIES
 
 Intermost
Corporation (hereinafter referred to as the “Company”, including its
subsidiaries and associated companies when the context so requires) was
originally incorporated in the State of Utah on March 6, 1985 under the name
Utility Communications International, Inc. The Company changed its name from
Utility Communications International, Inc. to Intermost Corporation on October
23, 1998. In February 2003, the Company re-domiciled from the State of Utah to
the State of Wyoming.
 
 On
October 23, 1998, the Company acquired a 100% interest in Intermost Limited
("IL"), a company incorporated in the British Virgin Islands, by issuing
4,970,000 shares of its common stock with a par value of US$0.001 per share
(after the redenomination of par value and a stock split) to the shareholders of
IL.
 
 The
acquisition of IL by the Company was treated as a reverse acquisition since IL
was the continuing entity as a result of the exchange
reorganization.
 
 The
Company is engaged in providing, directly and through its subsidiaries and
associated companies, business equity and financial consulting services in the
People’s Republic of China (the "PRC" or "China").   The
Company's fiscal year-end is June 30.
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a)
              Method
      of Accounting
 
 The Group
maintains its general ledger and journals with the accrual method accounting for
financial reporting purposes. The consolidated financial statements and notes
are representations of management.  Accounting policies adopted by the
Group conform to generally accepted accounting principles in the United States
of America and have been consistently applied in the presentation of
consolidated financial statements, which are compiled on the accrual basis of
accounting.
 
 (b)
              Principles
      of Consolidation
 
 The
consolidated financial statements include the accounts of Intermost Corporation
(the Company) and its eleven subsidiaries (of which three were totally
impaired), two associate companies (of which one was totally impaired) and one
affiliated company, constituting the group. Significant inter-company
transactions have been eliminated in consolidation. The consolidated financial
statements include 100% of the assets and liabilities of these majority-owned
subsidiaries, and the ownership interests of minority investors are recorded as
minority interests.
  37
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (b)
              Principles
      of Consolidation (continued)
 
 The
Company’s subsidiaries and affiliated companies and their principal activities
as of June 30, 2009 are summarized as follows:
 Name
                        
                        Place of
                          incorporation of
                          organization
                        
                        Percentage of
                          Equity Interest
                          Attributable to
                          the Company
                        
                        Principal ActivitiesIntermost
      Limited (“IL”)
                        
                        British
      Virgin Islands
                        
                        
                        100
                        %
                        Investment
      holdingLeader
      Palace International Limited (LP)
                        
                        British
      Virgin Islands
                        
                        
                        100
                        %
                        InactiveIntermost
      (H.K.) Limited (“IHKL”)
                        
                        Hong
      Kong
                        
                        
                        100
                        %
                        InactiveIMOT
      Information Technology (Shenzhen) Ltd. (“IITSL”)*
                        
                        PRC
                        
                        
                        100
                        %
                        Investment
      holdingChina
      Equity Platform Holding Group Limited (“CEPHGL”)**
                        
                        British
      Virgin Islands
                        
                        
                        60
                        %
                        Investment
      holdingChinaE.com
      E-Commerce Co. Ltd. (Formerly known as China E.com Information Technology
      Ltd. (“CECITL”))***
                        
                        PRC
                        
                        
                        60
                        %
                        Business
      equity andfinancial
      consulting servicesChinaE.com
      Technology (Shenzhen) Ltd.(“CECTSL”)***
                        
                        PRC
                        
                        
                        60
                        %
                        Business
      equity andfinancial
      consulting servicesChinaE.com
      Investment Consultants (Shenzhen) Company Ltd.
    (“CECICSL”)****
                        
                        PRC
                        
                        
                        60
                        %
                        InactiveIntermost
      Focus Advertising Company Ltd.(“IFACL”)****
                        
                        PRC
                        
                        
                        54
                        %
                        InactiveShenzhen
      International Hi-Tech Property Right Exchange Centre
      (“SIHTPREC”)*****
                        
                        PRC
                        
                        
                        9
                        %
                        Private
      equity exchangeHainan
      Special Economic Zone Property Right Exchange Center
      (PREC)*****
                        
                        PRC
                        
                        
                        12.6
                        %
                        Private
      Property Right
Exchange
 
 * IITSL
is wholly foreign owned enterprises established in the PRC to be operated until
2018.              .
 
 ** During
the fiscal year of June 30, 2009, the Company has transferred the subsidiary
companies, CECITL, CECICSL, IFACL & CECTSL and investments in PRC companies,
SIHTPREC & PREC to CEPHGL in exchanging 60% of shareholdings in CEPHGL. The
group operations of CEPHGL are consolidated into the Company’s financial
statements.
  38
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (b)
              Principles
      of Consolidation (continued)
 
 ***
CECTSL and CECITL are wholly foreign owned enterprises established in the PRC to
be operated until 2014 and 2018 respectively. They are subsidiaries of CEPHGL
and their operations are consolidated into CEPHGL’s financial
statements.
 
 ****
IFACL and CECICSL are equity joint ventures established in the PRC to be
operated until 2010 and 2026 respectively. They are subsidiaries of CEPHGL and
their operations are consolidated into CEPHGL’s financial
statements.
 
 *****  
PREC is equity joint venture established in the PRC to operate for a period of
years until   2033. PREC is associated companies of CEPHGL and is
accounted for under the equity method of accounting. SIHTPREC is an affiliated
company and is accounted for under the cost method.
 
 The
Company owns certain of its subsidiaries through trusts that were created by a
Declaration of Trust executed by Huang Liqiong and Jun Liang in February 2000.
The trusts were created by, and therefore are revocable by, IL. Accordingly, IL
consolidates the operations of CECITL since it is the beneficial owner of a
majority of the outstanding interests and, through its ability to revoke the
trusts, retains control of these interests.  CECITL has transferred to
CEPHGL.
 
 (c)
              Use
      of estimates
 
 The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting
periods.  Management makes these estimates using the best information
available at the time the estimates are made; however actual results could
differ materially from those estimates.
 
 (d)
              Economic
      and political risks
 
 The
Company’s operations are mainly conducted in the PRC and Taiwan (ROC).
Accordingly, the Company’s business, financial condition and results of
operations in the PRC and Taiwan may be influenced by the political, economic
and legal environment in the PRC and Taiwan, and by the general state of the PRC
and Taiwan economy.
 
 The
Company’s major operations in the PRC and Taiwan are subject to special
considerations and significant risks not typically associated with companies in
North America. These include risks associated with, among others, the political,
economic and legal environment and foreign currency exchange. The Company’s
results may be adversely affected by changes in the political and social
conditions in the PRC and Taiwan, and by changes in government administration,
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion, remittances abroad, and rates and methods of
taxation, among other things.
  39
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (e)
              Cash
      and cash equivalents
 
 The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.  The
Company maintains bank accounts only in the PRC, Taiwan and Hong Kong. The
Company does not maintain any bank accounts in the United States of
America.
 
 (f)
              Restricted
      cash
 
 Restricted
cash represents time deposit accounts in Mega International Commercial Bank
under one year Performance Guarantee Contract between Innocom Telecom Holdings
and Leader Palace International Limited to secure the performance of Innocom as
a service provider to Chunghwa Telecom Co. Ltd. The contract was ended at April
9, 2008 and renewed another year to April 9, 2009. Due to the breach of contract
of Innocom and Chunghwa Telecom Co. Ltd., the Mega International Commercial Bank
has withdrawn US$197,830 to compensate Chunghwa Telecom Co. Ltd. during the
year.
 
 (g)
              Account
      receivable
 
 Accounts
receivable is carried at the net invoiced value charged to
customer.  The Company records an allowance for doubtful accounts to
cover estimated credit losses. Management reviews and adjusts this allowance
periodically based on historical experience and its evaluation of the
collectability of outstanding accounts receivable. The Company evaluates the
credit risk of its customers utilizing historical data and estimates of future
performance.
 
 (h)
              Investments
 
 The
non-marketable equity security investments are presented at historical cost
because the Company does not have significant influence over the underlying
investments. These investments are subject to a periodic impairment review. To
the extent any impairment is considered other-than-temporary, the investment is
written down to its fair value and the loss is recorded as interest income and
other, net.  The amount of unlisted investment is RMB 6,441,372 of
Shenzhen International Hi-Tech Property Right Exchange Centre (“SIHTPREC”),no impairment has been
found necessary.
  40
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (i)
              Property
      and equipment
 
 Plant and
equipment are carried at cost less accumulated
depreciation.  Depreciation is provided over their estimated useful
lives, using the straight-line method. Estimated useful lives of the plant and
equipment are as follows:
 
 Computer
      equipment
                3
      yearsFurniture
      and office equipment
                5
      years
 
 The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the statement
of income. The cost of maintenance and repairs is charged to income as incurred,
whereas significant renewals and betterments are capitalized.
 
 (j)
              Goodwill
 
 Goodwill
represents the excess of the purchase price over the fair value of the net
tangible and identifiable intangible assets acquired in a business combination.
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets", goodwill is no longer subject to
amortization. Rather, goodwill is subject to at least an annual assessment for
impairment, applying a fair-value based test. Fair value is generally determined
using a discounted cash flow analysis. See Note 4 for goodwill impairment
details.
 
 (k)
              Accounting
      for the impairment of long-lived
assets
 
 Impairment
of Long-Lived Assets is evaluated for impairment at a minimum on an annual basis
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable in accordance with SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". An asset is considered
impaired if its carrying amount exceeds the future net cash flow the asset is
expected to generate. If an asset is considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the
asset exceeds its fair market value. The recoverability of long-lived assets is
assessed by determining whether the unamortized balances can be recovered
through undiscounted future net cash flows of the related assets. The amount of
impairment, if any, is measured based on projected discounted future net cash
flows using a discount rate reflecting the Company's average cost of
capital.
 
 See Note
4 for impairment of goodwill and Note 13 for impairment of investment in
associated company.
  41
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (l)
              Associated
      Company
 
 An
associated company is a business enterprise in which the Company owns between
20% and 50% of the equity capital, and does not have direct or indirect or joint
control, and therefore, has only limited ability to participate in financial and
operating policy decisions.
 
 The
Company's investment in associated companies is accounted for under
the equity method of accounting, whereby the investment is initially
recorded at cost and the carrying amount is adjusted thereafter for the post
acquisition change in the Company's share of the associated company's results of
operations. See Note 13 for investment in associated company impairment
details.
 
 (m)
              Revenue
      recognition
 
 The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
101, “Revenue Recognition in Financial Statements”. The Company recognizes
revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to PRC law, including factors such as when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, sales and value-added tax laws have been
complied with, and collectability is probable.
 
 Revenue
from web-site development contracts is recognized based on the terms of the
contract. The Company uses either the percentage of completion when the contract
is long-term or the completed contract method when the contract is short-term to
recognize such revenue. Contracts are short-term in nature and require
acceptance by the customer pursuant to the respective contracts are accounted
for under the completed contract method. Revenues are allocated to the elements
of the contract based on the fair values of the elements. Provisions for
estimated contract losses are recognized in the year the loss becomes probable
and can be reasonably estimated.
 
 Revenue
from maintenance contracts is recognized on a straight-line basis over the term
of the maintenance contract, generally twelve months. The unearned portion of
maintenance revenue is classified as deferred revenue and amortized over the
life of the contract.
 
 (n)
              Stock
      compensation
 
 The
Company may periodically issue shares of common stock for services rendered or
for financing costs. Such shares are valued based on the market price of the
shares on the transaction date.
 
 The
Company may periodically issue stock options to employees and stock options or
warrants to non-employees in non-capital raising transactions for services and
for financing costs.
 
 The
Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes a
fair value method of accounting for stock-based compensation
plans.
  42
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (n
              Stock
      compensation (continued)
 
 The
provisions of SFAS No. 123 allow companies to either record an expense in the
financial statements to reflect the estimated fair value of stock options to
employees, or to continue to follow the intrinsic value method set forth in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", but to disclose on an annual basis the pro forma effect on net
income (loss) and net income (loss) per share had the fair value of the stock
options been recorded in the financial statements. SFAS No. 123 was amended by
SFAS No. 148, which now requires companies to disclose in interim financial
statements the pro forma effect on net income (loss) and net income (loss) per
common share of the estimated fair market value of stock options issued to
employees. The Company has elected to continue to account for stock-based
compensation plans utilizing the intrinsic value method. Accordingly,
compensation cost for stock options will be measured as the excess, if any, of
the fair market price of the Company's common stock at the date of grant above
the amount an employee must pay to acquire the common stock.
 
 In
accordance with SFAS No. 123, the cost of stock options and warrants issued to
non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.
 
 Stock
options issued to non-employee directors at fair market value will be accounted
for under the intrinsic value method.
 
 The
Company did not have any stock options outstanding during the year ended June
30, 2009. Accordingly, no pro forma financial disclosure is provided
herein.
 
 (o)
              Advertising
 
 The
Company expensed all advertising costs as incurred.  Advertising
expenses included in selling expenses were $11,298 and $1,220 for the years
ended June 30, 2009 and 2008 respectively.
 
 (p)
              Income
      taxes
 
 The
Company uses the accrual method of accounting to determine and report its
taxable income and tax credit in the year in which they are
available.  The Company has implemented Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes.
  43
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (p)
              Income
      taxes (continued)
 
 Income
tax liabilities computed according to the United States, People’s Republic of
China (PRC), Taiwan (ROC) and Hong Kong SAR tax laws are provided for the tax
effects of transactions reported in the financial statements and consists of
taxes currently due plus deferred taxes related primarily to differences between
the basis of fixed assets and intangible assets for financial and tax
reporting.  The deferred tax assets and liabilities represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or
settled.  Deferred taxes also are recognized for operating losses that
are available to offset future income taxes.  A valuation allowance is
created to evaluate deferred tax assets if it is more likely than not that these
items will either expire before the Company is able to realize that tax benefit,
or that future realization is uncertain.
 
 In
respect of the Company’s subsidiaries domiciled and operated in China, Taiwan
and Hong Kong, the taxation of these entities can be summarized as
follows:
 
 The
subsidiaries incorporated in PRC are subject to the corporation income tax rate
of 25% for 2009 and 2008. However, in accordance with the relevant tax laws and
regulations of PRC, the local corporation income tax rate is 15%.
 
 The
subsidiary incorporated in BVI while operated in Taiwan will be considered a
non-resident for tax purposes to the profit-seeking enterprise income tax which
is from 0% to 25%. However, it will be subject to profit-seeking enterprise
income tax only for its income derived from Taiwan sources.
 
 The
subsidiaries are subject to Hong Kong profits tax rate of 16.5% (2008:
17.5%).
 
 The
Company is subject to United States federal corporate income tax according to
Internal Revenue Code Sections 951 and 957.  Corporate income tax is
imposed on graduated rates in the range of:
 
 Taxable
Income
 Rate
                                  
                                  Over
                                  
                                  
                                  But
      not over
                                  
                                  
                                  Of
      Amount Over15%
                                  
                                  
                                  -
                                  
                                  
                                  
                                  50,000
                                  
                                  
                                  
                                  -25%
                                  
                                  
                                  50,000
                                  
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  50,00034%
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  75,00039%
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  335,000
                                  
                                  
                                  
                                  100,00034%
                                  
                                  
                                  335,000
                                  
                                  
                                  
                                  10,000,000
                                  
                                  
                                  
                                  335,00035%
                                  
                                  
                                  10,000,000
                                  
                                  
                                  
                                  15,000,000
                                  
                                  
                                  
                                  10,000,00038%
                                  
                                  
                                  15,000,000
                                  
                                  
                                  
                                  18,333,333
                                  
                                  
                                  
                                  15,000,00035%
                                  
                                  
                                  18,333,333
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
  44
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 (q)
              Earnings
      per share
 
 The
Company computes net income (loss) per share in accordance with SFAS No. 128.
“Earnings per Share”.  SFAS No. 128 requires presentation of both
basic and diluted earnings per Share (EPS) on the face of the income
statement.  Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period using the
treasury stock method and convertible preferred stock using the if-converted
method.  In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants.   Diluted EPS excludes
all dilutive potential shares if their effect is anti dilutive.
 
 (r)
              Foreign
      currency translation
 
 The
accompanying consolidated financial statements are presented in United States
dollars. The functional currencies of the Company are Hong Kong Dollar (HKD),
Taiwan Dollar (TWD) and Renminbi (RMB).  The consolidated financial
statements are translated into United States dollars from HKD, TWD and RMB at
year-end exchange rates as to assets and liabilities and average exchange rates
as to revenues and expenses. Capital accounts are translated at their historical
exchange rates when the capital transactions occurred.
 
 June 30, 2009
                          
                          
                          June 30, 2008Year
      end HKD : US$ exchange rate
                          
                          
                          7.7499
                          
                          
                          
                          7.8037Average
      yearly HKD : US$ exchange rate
                          
                          
                          7.7643
                          
                          
                          
                          7.7949
 
 June 30, 2009
                          
                          
                          June 30, 2008Year
      end TWD : US$ exchange rate
                          
                          
                          32.7927
                          
                          
                          
                          30.4355Average
      yearly TWD : US$ exchange rate
                          
                          
                          32.8048
                          
                          
                          
                          31.8569
 
 June 30, 2009
                          
                          
                          June 30, 2008Year
      end RMB : US$ exchange rate
                          
                          
                          6.8302
                          
                          
                          
                          6.8718Average
      yearly RMB : US$ exchange rate
                          
                          
                          6.8370
                          
                          
                          
                          7.2906
 
 The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions.  No
representation is made that the RMB amounts could have been, or could be,
converted into US$ at the rates used in translation.
 
 (s)
              Comprehensive
      income
 
 Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other
disclosures, all items that are required to be recognized under current
accounting standards as components of comprehensive income are required to be
reported in a financial statement that is presented with the same prominence as
other consolidated financial statements.  The Company’s current
components of other comprehensive income are the foreign currency translation
adjustment.
  45
  INTERMOST
CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008
 (Stated
in US Dollars)
 
 2.
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 (t)
              Reclassification
 
 Certain
amounts in the prior year have been reclassified to conform to the current
year’s presentation.
 
 (u)
              Recent
      accounting pronouncements
 
 In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 161 “Disclosures about Derivative
Instruments and Hedging Activities”. SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity’s financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company is currently evaluating the impact of SFAS 161 on its consolidated
financial statements but does not expect it to have a material
effect.
 
 In May
2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60." Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company's financial position.
 
 In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” 
This Statement sets forth: 1) the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements; 2) the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements; and 3) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. This Statement is
effective for interim and annual periods ending after June 15, 2009. The
company adopted this Statement in the year ended June 30, 2009 is not
expected to have a material impact on the Company’s consolidated financial
results.
  46


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)





(u)
            Recent
      accounting pronouncements
(continued)





In June
2009, the FASB issued SFAS No. 166 amends SFAS No. 140 by removing the
exemption from consolidation for Qualifying Special Purpose Entities (QSPEs).
This Statement also limits the circumstances in which a financial asset, or
portion of a financial asset, should be derecognized when the transferor has not
transferred the entire original financial asset to an entity that is not
consolidated with the transferor in the financial statements being presented
and/or when the transferor has continuing involvement with the transferred
financial asset. The adoption of these standards is not expected to have any
material impact on the Company’s Consolidated Financial Statements





In
June 2009, the FASB issued SFAS No. 167, “Amendments to FASB
Interpretation No. 46(R),” SFAS No. 167 amends FASB Interpretation
46(R) to eliminate the quantitative approach previously required for
determining the primary beneficiary of a variable interest entity and requires
ongoing qualitative reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity. The adoption of these standards is
not expected to have any material impact on the Company’s Consolidated Financial
Statements.





In
June 2009, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted
Accounting Principles, a replacement of FASB Statement No. 162” (the
Codification). The Codification, which was launched on July 1, 2009, became
the single source of authoritative nongovernmental U.S. GAAP, superseding
existing FASB, American Institute of Certified Public Accountants (AICPA),
Emerging Issues Task Force (EITF) and related literature. The Codification
eliminates the GAAP hierarchy contained in SFAS No. 162 and establishes one
level of authoritative GAAP. All other literature is considered
non-authoritative. This Statement is effective for financial statements issued
for interim and annual periods ending after September 15,
2009.  The implementation of this Statement is not expected to have
change to the company’s Consolidated Financial Statements.


47


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





3.
            DEPOSITS,
      PREPAYMENTS AND OTHER RECEIVABLES





Deposits,
prepayments and other receivables are summarized as follow:





2009
                  
                  
                  2008Rental
      and utilities deposits
                  
                  $
                  42,862
                  
                  
                  $
                  27,671Advance
      to employees
                  
                  
                  7,412
                  
                  
                  
                  6,785Deposit
      for legal advice
                  
                  
                  16,353Prepaid
      expenses
                  
                  
                  1,234
                  
                  
                  
                  2,428Interest
      receivable
                  
                  
                  63,081
                  
                  
                  
                  68,350Other
      Loan
                  
                  
                  -
                  
                  
                  
                  92,843Trade
      deposit paid (a)
                  
                  
                  1,442
                  
                  
                  
                  -Other
      receivables (b)
                  
                  
                  600,000
                  
                  
                  
                  1,000,000Others
                  
                  
                  9,296
                  
                  
                  
                  120,803$
                  741,680
                  
                  
                  $
                  1,318,880





(a)
            Trade
      deposit of security systems and spare parts prepaid to the suppliers for
      the sales orders placed by the
customers.





(b)
            Other
      receivables are the amount that will be collected from an associated
      company, Golden Anke Technology, Ltd. It is unsecured, non-interest
      bearing, and, due and payable on demand.





(c)
            The
      initial deposit $1,400,000 was paid to an unrelated company in Taiwan for
      a pending acquisition. In June 2007, the company was no longer active in
      the acquisition. The Company received $150,000 refund on June 9, 2009. The
      remaining part of the deposit $1,250,000 less $32,525 translation
      adjustment, at $1,217,475, was impaired and written-off in the year ended
      June 30, 2007.





(d)
            The
      bad debt written-off in June 30, 2009 was $710,011 which was included
      trade debts written-off US$282,931 (2008: nil) and loan receivable
      written-off US$427,080 (2008:
nil).


48


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





4.
            GOODWILL





Pursuant
to the Stock Exchange Agreement between the Company and China Equity Platform
Holding Group Limited (CEPHGL), the Company has transferred the subsidiary
companies, CECITL, CECICSL, IFACL & CECTSL and investments in PRC companies,
SIHTPREC & PREC to CEPHGL in exchanging 60% of shareholdings in CEPHGL
during the fiscal year end of June 30, 2009. The calculation of goodwill is list
as below:





RMB
                  
                  
                  USD100%
      common stock of CECITL
                  
                  $
                  (13,920,093
                  )
                  
                  $
                  (2,038,021
                  )100%
      common stock of CECICSL
                  
                  
                  2,083,043
                  
                  
                  
                  304,97590%
      common stock of IFACL
                  
                  
                  (131,979
                  )
                  
                  
                  (19,323
                  )100%
      common stock of CECTSL
                  
                  
                  15,142,471
                  
                  
                  
                  2,216,98810%
      common stock of SIHTPREC
                  
                  
                  1,941,372
                  
                  
                  
                  284,23414%
      common stock of PREC
                  
                  
                  8,649,826
                  
                  
                  
                  1,266,409Aggregate
      value
                  
                  
                  13,764,640
                  
                  
                  
                  2,015,26260%
      common stock of CEPHGLL
                  
                  
                  (10,354,200
                  )
                  
                  
                  (1,515,944
                  )Goodwill
      balance at June 30, 2009
                  
                  $
                  3,410,440
                  
                  
                  $
                  499,318





Goodwill
of $499,318 represented the excess of the purchase price over the fair value of
the net tangible asset acquired through the transaction of spin-off of the
above-listed subsidiaries.





RMB
                    
                    
                    USDGoodwill
      acquired in CEPHGLL transaction during June 30, 2009
                    
                    $
                    3,410,440
                    
                    
                    $
                    499,318Foreign
      currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -Impairment
      for the year ended June 30, 2009
                    
                    
                    -
                    
                    
                    
                    -Elimination:
      Gain on spin-off subsidiaries
                    
                    
                    (3,410,440
                    )
                    
                    
                    (499,318
                    )Consolidated
      Balance at June 30, 2009
                    
                    $
                    -
                    
                    
                    $
                    -





According
to SAB No. 30 (Topic 5E) and SAB No, 81 (Topic 5U), the gain on spin-off
subsidiaries are eliminated in the Company’s consolidated financial statements
to reverse the immediate gain recognition on the spin-off subsidiaries
transaction.


49





INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





5.
            OTHER
      LOAN RECEIVABLES





The
Company made a loan to an un-related third party of US$250,000 and US$350,000 on
November 28, 2005 and December 12, 2005, respectively with interest rate at 12%
p.a. and due and payable on September 28, 2006 and September 12, 2006
respectively. The Company had partially collected US$125,175.  The US$
474,825 balances of the loans are still outstanding and the Company is
continuously charging the loan interest accordingly.





6.
            PLANT
      AND EQUIPMENT, NET





Plant and
equipment comprise the followings:





2009
                  
                  
                  2008At
      costComputer
      equipment
                  
                  $
                  138,407
                  
                  
                  $
                  116,047Furniture
      and office equipment
                  
                  
                  92,238
                  
                  
                  
                  71,276$
                  230,645
                  
                  
                  $
                  187,323Less:
      Accumulated depreciation
                  
                  
                  (110,955
                  )
                  
                  
                  (112,755
                  )$
                  119,690
                  
                  
                  $
                  74,568





Depreciation
expenses were $46,100 and $30,587 for the years ended June 30, 2009 and
2008 respectively.





7.
            ACCRUED
      LIABILITIES AND OTHER PAYABLES





Accrued
liabilities and other payables are summarized as follows:





2009
                  
                  
                  2008Wages
      and bonus
                  
                  $
                  35,637
                  
                  
                  $
                  27,202Consultancy
      fees
                  
                  
                  25,000
                  
                  
                  
                  100,097Legal
      and professional fees
                  
                  
                  -
                  
                  
                  
                  23,637Audit
      and review fees
                  
                  
                  30,000
                  
                  
                  
                  45,000Loan
      interest payable
                  
                  
                  33,750
                  
                  
                  
                  59,106Loan
      from shareholder
                  
                  
                  386,513
                  
                  
                  
                  500,000Other
                  
                  
                  8,027
                  
                  
                  
                  4,311$
                  518,927
                  
                  
                  $
                  759,353


50


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





8.
            INCOME
      TAXES





The
Company and its subsidiaries are subject to income taxes on an entity basis on
income arising in, or derived from, the tax jurisdiction in which they
operate.





The
Company is subject to the United States federal corporate income tax at a rate
of 33%. IL was incorporated under the International Business Companies Act of
the British Virgin Islands and, accordingly, is exempted from payment of the
British Virgin Islands income taxes.  The subsidiaries (IITSL, CEPHGL,
CECITL, CECTSL, CECICSL and IFACL) established in the PRC are subject to PRC
enterprise income taxes at a rate of 15%.   The subsidiary (LP)
established in the British Virgin Islands while operated in Taiwan is subject to
Taiwan non-resident profit-seeking enterprise income tax, which is from 0% to
25%, only for the income derived from Taiwan sources. IHKL is subject to Hong
Kong profits tax at a rate of 16.5%.





The
reconciliation of the United States federal income tax rate to the effective
income tax rate based on loss before income taxes stated in the consolidated
statements of operations is as follows:





Deferred
taxation consisted of:




2009
                    
                    
                    2008Net
      operating loss carry forwards
                    
                    $
                    2,435,707
                    
                    
                    $
                    1,557,054Valuation
      allowance
                    
                    
                    (2,435,707
                    )
                    
                    
                    (1,557,054
                    )Deferred
      tax assets, net
                    
                    $
                    -
                    
                    
                    $
                    -





The
change in valuation allowance from June 30, 2008 to June 30, 2009 is primarily
related to the tax effects of the increase in the net operating loss in the
current fiscal year. The Company has net operating loss carry forwards totaling
approximately $23 million as of June 30 2009, primarily relating to operations
in the PRC and Taiwan. A valuation allowance has been established for the
full amount of the deferred tax benefit related to those loss carry forwards and
other deferred tax assets as management believes that their realization is
uncertain.





9.
            ADVANCE
      FROM A RELATED PARTY





As at
June 30, 2008, there was an advance from a related party, China Equity Platform
Holding Group Ltd. The advance is unsecured, interest free and with no fixed
term of repayment.


51


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





10.
            STOCKHOLDERS’
      EQUITY





Year
ended June 30, 2009





The
number of common stock does not have change during the year.





Year
ended June 30, 2008





On June
16, 2008, we authorize the issuance of 881,950 and 6,000,000 shares of common
stock with a value of $0.001 per share to Alfredo Properties Ltd. and Mr. Rocky
Wulianghai for private placement and director’s compensation respectively. The
stock was issued in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. There was no general solicitation or
advertising engaged in by the Company in making this offering and the offeree
and the parties they designated to receive the stock were accredited
investor.





On June
12, 2008, the Company approved to issue 6,000,000 shares of common stock at the
price of $0.1258 per share to the chief executive officer of the Company, Mr.
Rocky Wulianghai, for the compensation of services $754,800 for the calendar
years of 2006 and 2007.  The shares were allotted on June 16,
2008.  On the date of allotment, the share market value of common
stock was $0.1 per share, the Company had recorded the common stock $6,000 and
additional paid-in capital $594,000 and recognized the difference as adjustment
to other comprehensive income $154,800.





11.
            COMMITMENTS





Operating
Leases - The Company has operating lease agreements for office premises, which
expiring through February 2011. Future minimum rental payments under agreements
classified as operating leases with non-cancelable terms for the next one year
and thereafter are as follows:





June
      30,2010
                  
                  
                  124,0002011
      and thereafter
                  
                  
                  76,000$
                  200,000





Rental
expense paid for the years ended June 30, 2009 and 2008 were US$134,053 and
$54,864 respectively.


52


INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





12.
            SEGMENT
      INFORMATION





The Group
is principally engaged in the operation of business equity and financial
consulting services in the PRC. Nearly all identifiable assets of the Group are
located in the PRC. All revenues are derived from customers in the PRC.
Accordingly, no analysis of the Group’s sales and assets by geographical market
is presented.





13.
            IMPAIRMENT
      OF INVESTMENT IN ASSOCIATED COMPANY





An
investment in an associated company Hainan Special Economic Zone Property Right
Exchange Center (PREC) with an equity balance of 1,258,742 was found being
impaired and written-off in last year statement of income.





2009
                  
                  
                  2008US$
                  
                  
                  US$At
      July 1, 2008
                  
                  
                  1,258,742
                  
                  
                  
                  1,258,742Add:
      Foreign currency gain
                  
                  
                  6,407
                  
                  
                  
                  -Less:
      Impairment loss
                  
                  
                  (1,265,148
                  )
                  
                  
                  -At
      June 30, 2009
                  
                  
                  1
                  
                  
                  
                  1,258,742


53





INTERMOST
CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2009 AND 2008


(Stated
in US Dollars)





14.
            GOING
      CONCERN





As shown
in the accompanying consolidated financial statements, the Company incurred a
net loss of $2,435,707 for the year ended June 30, 2009 and has an accumulated
deficit of $ 23,282,270 as of June 30, 2009.  The Company also
continues to experience negative cash flows from operations. The Company will be
required to raise additional capital to fund its operations, and will continue
to attempt to raise capital resources from both related and unrelated parties
until such time as the Company is able to generate revenues sufficient to
maintain itself as a viable entity. These factors have raised substantial doubt
about the Company's ability to continue as a going concern. There can be no
assurances that the Company will be able to raise additional capital or achieve
profitability. These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





The
Company plans to strengthen its core business, control its overall expenditures,
improve the efficiency of its operations and continue its efforts to expand by
acquiring other business opportunities.





15.
            SUBSEQUENT
      EVENT





The board
of directors authorized the issuance of 500,000 shares of common stock with a
value of $0.05 per share to Mr. Deng Xiang Xiong on August 18, 2009, for the
compensation of services during 2009 which has been accounted for in the
accruals during the year ended June 30, 2009.   The Company has
issued 500,000 common shares on 19 August 2009 and forfeited 1,750,000 common
shares during the fiscal year ended June 30, 2009. These transactions are
already dispatched to the common stock transfer agent and pending on the formal
execution procedure completion.





16.
            COMPARATIVE
      AMOUNTS





Prior
year comparative amounts have been reclassified to conform to current year’s
presentation.





17.
            RE-INSTATEMENT





On March
14, 2009, the Company was inactive due to administrative dissolution by the
State of Wyoming for delinquent register agent and delinquent tax. The Company
has appointed Incorp Services, Inc. as register agent and is working on the
reinstatement of the Corporation.


54





SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





INTERMOST
      CORPORATIONBy:
                /s/
      Chia Hsun WuChia
      Hsun WuChief
      Executive OfficerBy:
                /s/
      Thomas LeeThomas
      LeeChief
      Financial Officer





Dated:   October
9, 2009





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





Signature
              
              Title
              
              Date:  October 9,
      2009/s/
      Fred Peck
              
              DirectorFred
      Peck/s/
      Chia Hsun Wu
              
              Director
      and Chief Executive OfficerChia
      Hsun Wu/s/
      Hiroshi Shinohara
              
              DirectorHiroshi
      Shinohara


55