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                         SECURITIES EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

                        Commission file number 000-28055


                            INTERNET MARKETING, INC.
             (Exact name of registrant as specified in its Charter)

                                     Nevada
         (State of other jurisdiction of incorporation or organization)

                                   76-0618144
                      (I.R.S. Employer Identification No.)

                 201 Wilcrest , Suite 601, Houston, Texas 77042
               (Address of Principal Executive Offices)(Zip Code)


                    (Address of Principal Executive Offices)

      Registrant's telephone number, including area code: (281) 435-1519 or
                                                          (281) 496-6393

     Securities to be registered pursuant to Section 12(b) of the Act: None
 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock

                                  Common Stock
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that Registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. Yes [ ] No [X]

Securities registered under Section 12(g) of the Exchange Act:

There are 10,408,400 shares of common stock outstanding as of December 31, 2001.
The shares are traded on the OTC Bulletin Board.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained , to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $0

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 sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. On October 28, 2002, the aggregate
market value of non-affiliate shares was $133,125.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,408,400 shares of which 9,875,900
are restricted shares.


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                                TABLE OF CONTENTS

PART I

Item 1   Description of Business

Item 2   Description of Property

Item 3   Legal Proceedings

Item 4   Submission of Matters to a Vote of Security Holders


PART II

Item 5   Market for Common Equity and Related Stockholder Matters

Item 6   Management's Discussion and Analysis of Plan of Operations.

Item 7   Financial Statements.

Item 8   Changes in and Disagreement with Accountants on Accounting
         and Financial Disclosure.


PART III

Item 9     Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act

Item 10    Executive Compensation

Item 11    Security Ownership of Certain Beneficial Owners and
           Management

Item 12    Certain Relationships and Related Transactions

Item 13    Exhibits, List and Reports on Form 8-K


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                                     PART I

Item 1. Description of Business

INTRODUCTION

         Internet Marketing, Inc., a Nevada company, (the "Company") was
incorporated in March, 1977. The Company presently operates a web site at
www.wallstreetfindsite.com, which contains several hundred web pages of
information and links for investors. The principal executive offices of the
Company are located at 201 Wilcrest , Suite 601, Houston, Texas 77042, tel.
(281) 435-1519 and (281) 496-6393.

         The Company's common stock is currently traded on the over-the-counter
market under the symbol "IMIZ."

         The Company is in the development stage. References to the Company in
this Form 10-KSB include the Internet Marketing, Inc., a Nevada corporation, and
its wholly-owned subsidiary, Internet Marketing, Inc., a Texas corporation.

HISTORY

         The Company was originally incorporated in the State of Nevada in 1997
under the name Chandelier Business Services, Inc., In March, 1999, pursuant to a
Stock Exchange Agreement, the Company acquired all of the equity of Internet
Marketing, Inc., a Texas corporation, in exchange for 6,500,000 shares of common
stock of the Company. Internet Marketing, Inc., a Texas corporation, was formed
in 1998 to own and operate e-commerce businesses. Following this transaction,
the Company changed its name to Internet Marketing, Inc. At the time of the
acquisition, Chandelier Business Services, Inc. had no viable business
activities and could be characterized as being a shell company. In connection
with the exchange, Company shareholders agreed to cancel 2,300,000 shares of an
original 2,546,000 outstanding, and an additional 1,754,000 Company shares were
issued to promoters for nominal consideration.

         The Company treated the acquisition of Internet Marketing, Inc., a
Texas corporation, as a recapitalization whereby Internet Marketing, Inc., a
Texas corporation, was the accounting acquiror. At the time of the acquisition,
there were only an infrequent number of trades and virtually no trading volume
of the common stock of the Company, and the Company is unable to estimate the
market value of the Company's common stock to determine a resulting valuation of
this acquisition.

BUSINESS ACTIVITIES

         INTERNET PORTAL AND FINDSITE ACTIVITIES. The Company has developed a
website with the address www.wallstreetfindsite.com but it is not currently
operational for lack of funds. The Wall Street FindSite contains several hundred
web pages of information and links for investors. The Company also plans to
operate various special interest web sites which serve as search and information
portals called FindSites for particular subjects (special interest FindSites).
These FindSites are hybridized search engines and cyber malls, which target
niche industries or special interest areas and provide a comprehensive, easy to
use gateway to the Internet. The Company uses specialized software to not only
simplify the search for relevant Internet sites, but also to accurately track
and predict the user's navigation through the site. This tracking and predictive
feature of the Company's proprietary software allows the Company to select
appropriate banner advertising for display to the user. The Company believes
that a mature FindSite will have links to 2,000 to 10,0000 web sites of others
that are most pertinent to the particular subject or industry


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The Company owns the following domain names:

Subject                                         Domain Name
---------------------------  --------------------------------------------------
Investing and
   The Wall Street FindSite  www.wallstreetfindsite.com (an operating web site)

Mexico Tourism               www.mexicofindsite.com
Toys                         www.toysfindsite.com
Sites for Kids               www.kidsfindsite.com
Software                     www.softwarefindsite.com
Fishing                      www.fishingfindsite.com
Auctions                     www.auctionfindsite.com
Fun                          www.funfindsite.com
Computers                    www.computerfindsite.com
Maps                         www.mapsfindsite.com
Antiques                     www.antiquesfindsite.com
Real Estate                  www.realestatefindsite.com
Hunting                      www.huntingfindsite.com
Golf                         www.golffindsite.com
Horse                        www.horsefindsite.com
University                   www.universityfindsite.com
Internet                     www.internetfindsite.com
The WWW                      www.webfindsite.com
U.S.A.                       www.usafindsite.com
Germany                      www.germanyfindsite.com
Chile                        www.chilefindsite.com
Brazil                       www.brazilfindsite.com
Australia                    www.australiafindsite.com
Argentina                    www.argentinafindsite.com

         The Company also owns several other general (generic) names for find
sites, for example www.yourfindsite.com.

         ATTRACTING TRAFFIC TO THE COMPANY'S WEB SITES. The Company's first
objective is to build traffic at its web sites.

         The Company proposes to raise capital to purchase banner space on the
web sites of others, making the Company an advertiser at the other web site. The
banners are links to the Company's web site. The Company will pay the other
sites for each "impression", that is, each time a user is at a page on the web
site of the other which contains the Company's banner. A portion of the users
will click on the banner and be transported to the Company's own web site, thus
becoming traffic at the Company's web site ("click throughs"). The Company
expects to pay from a fraction of a cent up to approximately ten cents to the
other web site for each impression. The Company has conducted limited testing of
this procedure and has concluded that it is an effective and economical method
of attracting traffic to the Company's web sites.

         REVENUE FROM IMPRESSION BANNERS ON THE COMPANY'S WEB SITES. The Company
plans to sell banner space to advertisers on each page of the Company's web
sites and charge a fee to the advertisers for each impression (in effect, the
opposite type of transaction describe above to attract traffic to the Company's
web site). The Company presently plans to have up to six banners of advertisers
on each of its web pages. For example, on the Wall Street FindSite, there would
be up to six banners of advertising on each of several hundred web pages that
are part of the Wall Street FindSite. Based on the cost to the Company of
attracting traffic to the Company's web sites, and the potential revenue to the
Company from the sale of impressions created at the Company's web sites, the
Company believes that its business model is robust. At such time as sufficient
traffic has been created at the Company's web sites, the Company believes that
banner space on its web sites will be attractive to advertisers. The Company
presently does not have any contracts to buy or sell banner space and has not
had any revenue from impressions.

EMPLOYEES

         As of September 23, 2002, the Company had one employee, Bill J. Rogers
who is the CEO. He is not represented by a union. The Company believes that its
employee relations are good. Upon implementation of the business plan, the
Company may engage the services of contractors and consultants to perform
periodic updates and maintenance to the Company's web sites.


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BUSINESS PLAN

         The Company's source of revenue will be revenue from the sale of
impression banners on its web site. The Company plans a private placement of its
common stock to qualified investors to fund its current operations. The purpose
of the proceeds of this proposed private placement is to provide the Company
with funds to purchase banner space on other web sites which will direct
Internet traffic to the Company's web site, and thereby create a market for
banner space on its own web site. The Company believes that $500,000 in funds
would be sufficient to execute its business plan.

         The Company believes that cash flows from businesses that it is
currently developing could provide the financial resources for its continued
operations. Presently, the Company does not have any revenue from operations. In
the event that the Company is unable to generate sufficient revenue from
operations, or is unable to obtain additional financing, it may be unable to
implement its business plan. There can be no assurance that the Company's
planned private placement of equity securities or its planned public reporting
status will be successful or that the Company will have the ability to implement
its business plan and ultimately attain profitability.

         The Company's long-term viability is dependent upon three key factors,
as follows:

         1. The Company's ability to obtain adequate sources of debt or equity
funding to implement its business plan.

         2. The ability of the Company to develop viable e-commerce activities.

         3. The ability of the Company to ultimately achieve adequate
profitability and cash flows from operations to sustain its operations.


                                  RISK FACTORS

Financial Matters

         The Company presently has no financial resources. In order for the
Company to effectuate its business plan, the Company must first obtain funds to
reactivate its website. In the event that the Company is unable to generate
sufficient revenue from operations, or is unable to obtain additional financing,
the Company may be unable to implement its business plan. There can be no
assurance that the Company's planned private placement of equity securities will
be successful or that the Company will have the ability to implement its
business plan and ultimately attain profitability. There is no assurance that
capital will be available from any source, or, if available, upon terms and
conditions acceptable to the Company.

Effect of financing

         Financing obtained through the sale of the Company's securities may
cause significant dilution in per share net tangible book value to existing
shareholders. Debt financing could result in the assets of the Company being
pledged as collateral and restrictive loan terms.

Recent Losses and Accumulated Losses and Deficit, and Potential Deficiencies in
Liquidity

     The Company incurred a net loss of $(21,224) for the year ending December
31, 2001. Revenues during 2001 were nil. Losses are attributable to the
development of the Company's web site. Management believes that revenue will
achieved and ultimately that the Company will be profitable, although there can
no assurance that this will occur.

Control by Management

         Bill J. Rogers, a Director and the Chief Executive Officer and
President of the Board of the Company presently owns approximately 61% of the
outstanding common stock of the Company. As a result, management, as a practical
matter, will be able to elect all directors and otherwise control the affairs of
the Company for the foreseeable future.


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Dependence On, and Availability of Management; Management of Growth

         The success of the Company is substantially dependent upon the time,
talent, and experience of Bill J. Rogers. The Company, through its subsidiary
Internet Marketing, Inc., a Texas corporation, has an employment agreement with
Bill J. Rogers. The loss of the services of Mr. Rogers would have a material
adverse impact on the Company and its business. No assurance can be given,
however, that a replacement for Mr. Rogers could be located in the event of his
unavailability. Further, in order for the Company to expand its business
operations, it must continue to improve and expand the level of expertise of its
personnel and must attract, train and manage qualified managers and employees to
oversee and manage the expanded operations. Demand for Internet and computer
industry personnel is high. There is no assurance that the Company will be in a
position to offer competitive compensation to attract or retain such personnel.
The Company has no key man life insurance on Bill J. Rogers.

Shares Eligible for Future Sale

         Of the 10,408,400 outstanding shares of common stock of the Company as
of October 28, 2002, approximately 532,500 are free trading shares, and
approximately 9,875,900 shares are restricted securities as that term is defined
in Rule 144 adopted under the Act ("Restricted Securities"). Rule 144 governs
resales of Restricted Securities for the account of any person, other than an
issuer, and restricted and unrestricted securities for the account of an
"affiliate" of the issuer. Restricted securities generally include any
securities acquired directly or indirectly from an issuer or its affiliates
which were not issued or sold in connection with a public offering registered
under the Securities Act. An affiliate of the issuer is any person who directly
or indirectly controls, is controlled by, or is under common control with, the
issuer. Affiliates of the Company may include its directors, executive officers,
and persons directly or indirectly owning 10% or more of the outstanding common
stock. Under Rule 144, unregistered resales of restricted common stock cannot be
made until it has been held for one year from the later of its acquisition from
the Company or an affiliate of the Company. Thereafter, shares of common stock
may be resold without registration subject to Rule 144's volume limitation,
aggregation, broker transaction, notice filing requirements, and requirements
concerning publicly available information about the Company ("Applicable
Requirements"). Resales by the Company's affiliates of restricted and
unrestricted common stock are subject to the Applicable Requirements. The volume
limitations provide that a person, or persons who must aggregate their sales,
cannot, within any three-month period, sell more than the greater of (i) one
percent of the then outstanding shares, or (ii) the average weekly reported
trading volume during the four calendar weeks preceding each such sale. A person
who is not deemed an "affiliate" of the Company and who has beneficially owned
shares for at least two years would be entitled to sell such shares under Rule
without regard to the Applicable Requirements. At the present time, the Company
believes that approximately 2,995,500 shares of its restricted common stock have
been held for more than two years, and therefore could be sold by non-affiliates
without limitation. No prediction can be made as to the effect, if any, that
sales of shares of common stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common stock may be sold in the public
market would likely have a material adverse effect on prevailing market prices
for the common stock and could impair the Company's ability to raise capital
through the sale of its equity securities.

Limited Operating History; No Assurance of Successful Implementation of Business
Strategy

         The Company became active in its Internet operations in March, 1999. In
addition to those risks specifically inherent in the establishment and growth of
a developing businesses, including, among other things, limited access to
capital, delays in the completion of its business plan in certain markets and
intense competition, profits from Internet business endeavors have been elusive.
There can be no assurance that the Company's business ultimately will be
successful. Therefore, ownership of securities of the Company must be regarded
as the placing of funds at a high risk in a new or developing venture with all
of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.


<PAGE>

Penny Stock Securities Law Considerations

         The Company's stock is considered penny stock and subject to the penny
stock rules promulgated under the Securities Exchange Act of 1934, Rules 15g-1
to 15g-9. The penny stock rules require broker-dealers to take steps under
certain circumstances prior to executing any penny stock transactions in
customer accounts. Among other things, Rule 15g-3 requires a broker or dealer to
advise potential purchasers of a penny stock of the lowest offer and highest bid
quotations for such stock, and Rule 15g-4 requires a broker or dealer to
disclose to the potential purchaser its compensation in connection with such
transaction. Under Rule 15g-9, a broker or dealer who recommends such securities
to persons other than established customers must make a special written
suitability determination for the purchaser and receive the purchaser=s prior
agreement to such a transaction. The effect of these regulations may be to delay
transactions in stocks that are deemed to be penny stocks, and therefore sales
of the Company=s common stock by brokers or dealer and resales by investors
could be adversely affected.

Possible Volatility of Common Stock Price

         The market price of the Common Stock may be highly volatile, as has
been the case with the securities of many other small capitalization companies.
Additionally, in recent years, the securities markets have experienced a high
level of price and volume volatility and the market prices of securities for
many companies, particularly small capitalization companies, have experienced
wide fluctuations which have not necessarily been related to the operating
performances or underlying asset values of such companies.

No Cash Dividends

         The Company has never paid cash dividends on its Common Stock and the
Board of Directors does not anticipate paying cash dividends in the foreseeable
future. It currently intends to retain future earnings to finance the growth of
its business.

Limitation on Director Liability

         The Company's Bylaws Article V provide that the Company shall indemnify
any person who is a party to a lawsuit by reason of the fact that they were an
officer or director of the Company with certain exceptions. These provisions may
discourage stockholders from bringing suit against a director for breach of
fiduciary duty and may reduce the likelihood of derivative litigation brought by
stockholders on behalf of the Company against a director.

Competition

         There are many companies which are currently engaged in Internet
activities. Many of the Company's competitors are more established companies
with substantially greater capital resources and have substantially greater
marketing capabilities than the Company. No assurances can be given that the
Company will be able to successfully compete with such companies. The cost of
entry into Internet activities is low. Further, the Company anticipates that the
number of competitors will increase in the future.

Ability to Manage Growth

         It is the intention of the Company to expand its existing business
operations by acquiring companies and starting new businesses. Such expansion
will subject the Company to a variety of risks associated with rapidly growing
companies. In particular, the Company's growth may place a significant strain on
its day-to-day operations. There can be no assurance that its systems, controls
or personnel will be sufficient to meet these demands. Inadequacies in these
areas could have a material adverse effect on the Company's business, financial
condition and results of operations.

Item 2. Description of Property

         The Company's principal executive offices are located at 201 Wilcrest,
Suite 601, Houston, Texas 77042, in approximately 1,000 square feet of office
space which has been provided to the Company on a month to month verbal lease at
no charge by Bill J. Rogers. The Company may seek larger space in the future
which it may lease from Mr. Rogers. However, there are no arrangements for
futures leases between the Company and Mr. Rogers. The Company believes that its
offices are adequate for its present and future needs.


<PAGE>

Item 3. Legal Proceedings

         None.

Item 4. Submission of Matters to a Vote of Security Holders.

         No items have been submitted to a vote of security holders in the past
year.



                                     PART II

Item 5. Market Price of and Dividends on the Registrant's Common Stock and Other
Shareholder Matters

     The Company's common stock is currently traded on the over-the-counter
market under the symbol "IMIZ". The following table sets forth, for the periods
indicated, the reported high and low closing bid quotations for the common stock
of the Company as reported on the over the counter market. The bid prices
reflect inter-dealer quotations, do not include retail markups, markdowns or
commissions and do not necessarily reflect actual transactions. There is
presently no active market for the Company's common stock.

                            HIGH         LOW
QUARTER ENDED               BID          BID

December 31, 1999          $ .625       $ .125
March 31, 2000             $ .125       $ .125
June 30, 2000              $ .125       $ .125
September 30, 2000         $ .125       $ .08
December 31, 2000          $ .08        $ .03

March 31, 2001             $ .03        $ .03
June 30, 2001              $ .03        $ .03
September 30, 2001         $ .03        $ .03
December 31, 2001          $ .04        $ .03

March 31, 2002             $ .04        $ .01
June 30, 2002              $ .02        $ .01
September 30, 2002         $ .25        $ .01


         The Company's transfer agent is Colonial Stock Transfer Company, Inc.,
455 East 400 South, Suite 100, Salt Lake City, Utah 84111; (801) 355-5740.


DIVIDEND POLICY

         The Company has not paid, and the Company does not currently intend to
pay cash dividends on its common stock in the foreseeable future. The current
policy of the Company's Board of Directors is for the Company to retain all
earnings, if any, to provide funds for operations and expansion of the Company's
business. The declaration of dividends, if any, will be subject to the
discretion of the Board of Directors, which may consider such factors as the
Company's results of operations, financial condition, capital needs and
acquisition strategy, among others.

Item 6. Plan of Operation

         The following description of the Company's plan of operation should be
read in conjunction with the Financial Statements and the Notes to Financial
Statements, contained in this report as set forth beginning on page F-1.

INTRODUCTION

         The Company was originally incorporated in the State of Nevada in 1997
under the name Chandelier Business Services, Inc. In March, 1999, pursuant to a
Stock Exchange Agreement, the Company acquired all of the equity of Internet
Marketing, Inc., a Texas corporation, in exchange for 6,500,000 shares of common
stock of the Company. Internet Marketing, Inc., a Texas corporation, was formed
in 1998 to own and operate e-commerce businesses. Following this transaction,
the Company changed its name to Internet Marketing, Inc. At the time of the
acquisition, Chandelier Business Services, Inc. had no viable business
activities and could be characterized as being a shell company. In connection
with the exchange, Company shareholders agreed to cancel 2,300,000 shares of an
original 2,546,000 outstanding, and an additional 1,754,000 Company shares were
issued to promoters for nominal consideration.


<PAGE>

         The Company treated the acquisition of Internet Marketing, Inc., a
Texas corporation, as a recapitalization whereby Internet Marketing, Inc., a
Texas corporation, was the accounting acquiror. At the time of the acquisition,
there were only an infrequent number of trades and virtually no trading volume
of the common stock of the Company, and the Company is unable to estimate the
market value of the Company's common stock to determine a resulting valuation of
this acquisition. The financial statements of accounting acquiror became the
financial statements of the Company.

PLAN OF OPERATION

         The Company is in the development stage. At the present time, the
Company has no cash commitments. At the present time, the cash requirements of
the Company are relatively small and include web hosting costs of approximately
$500 per month and de minimis administrative costs. The Company believes that
these cash requirements can be met for at least for the next 12 months. Mr.
Rogers has made an informal agreement with the Company to make working capital
loans to the Company in an amount not to exceed $6,000 during the next 12 months
at the market interest rate.

         The Company plans a private placement of its common stock to qualified
investors to fund the implementation of its business plan. The purpose of the
proceeds of this proposed private placement is to provide the Company with funds
to purchase banner space on other web sites which will direct Internet traffic
to the Company's web site, and thereby create a market for banner space on its
own web site. The Company believes that $500,000 in funds would be sufficient to
execute its business plan.

         In the event the Company is unable to generate sufficient revenue from
operations, or is unable to obtain additional financing, it may be unable to
implement its business plan. There can be no assurance that the Company's
planned private placement of equity securities or its planned public reporting
status will be successful or that the Company will have the ability to implement
its business plan and ultimately attain profitability.

         The Company's long-term viability is dependent upon three key factors,
as follows:

         1. The Company's ability to obtain adequate sources of debt or equity
funding to implement its business plan.

         2. The ability of the Company to develop viable e-commerce activities.

         3. The ability of the Company to ultimately achieve adequate
profitability and cash flows from operations to sustain its operations.

         The Company's current plan of operation involves the further
development of the Company's FindSites on the Internet. The Company's Wall
Street FindSite is fully operational.

EFFECTS OF FINANCING THROUGH SALES OF SECURITIES

         In order for the Company to effectuate its business plan, the Company
must first obtain funds to pay for a sufficient amount of banner advertising on
the web sites of others which the Company believes will create click throughs to
the Company's web sites, resulting in a high traffic count. There is no
assurance that the Company will be able to obtain acceptable forms and amounts
of financing. Financing obtained through the sale of the Company's securities,
may cause significant dilution in per share net tangible book value to existing
shareholders.


Item 7. Financial Statements

         See Part F/S, below.



<PAGE>

Item 8. Changes in and Disagreements With Accountants

(a) On September 1, 1999, the Company engaged Malone & Bailey, PLLC ("Malone &
Bailey") as its independent accountant. The decision to engage Malone & Bailey
as the Company's independent accountant was recommended and approved by the
chairman of the Company's Board of Directors.

(b) In a report dated March 8, 1999, Jones, Jensen & Company, LLC ("Jones,
Jensen") reported on the Company's financial statements as of January 31, 1998
and 1999, and the related statements of operations, stockholders' equity and
cash flow for the year ended January 31, 1999 and since inception on March 4,
1997 through January 31, 1998 and 1999. Such report contained did not contain an
adverse opinion or disclaimer of opinion, nor was such report qualified or
modified as to uncertainty, audit scope, or accounting principles, except for a
going concern qualification. Jones, Jensen understands that it was terminated as
the Company's independent accountant effective August 1, 1999. Thereafter, the
Company engaged Malone & Bailey, PLLC as its independent accountant on September
1, 1999.

(c) During the Company's two years ended January 31, 1998 and 1999, and the
subsequent interim period preceding the decision to engage independent
accountants, there were no "reportable events" (hereinafter defined) requiring
disclosure pursuant to Item 304 of Regulation S-B.

(d) Effective September 1, 1999, the Company engaged Malone & Bailey as its
independent accountant. During the two years ended January 31, 1998 and 1999,
and the subsequent interim period preceding the decision to engage independent
accountants, neither the Company nor anyone on its behalf consulted Malone &
Bailey regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, nor has Malone & Bailey
provided to the Company a written report or oral advice regarding such
principles or audit opinion.

Jones, Jensen has provided a letter to the Company pursuant to Rule 304 of
Regulation S-B.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

         The directors and executive officers of the Company are as follows.


Name and Address     Age           Position
----------------     ---           --------

Bill J. Rogers        63       Director, CEO and President
Thomas Devine         68       Director
Bill Sherrill         76       Director
Wajed "Roger" Salem   40       Director
Richard Randall       53       Chief Financial Officer

         Directors are elected annually and hold office until the next annual
meeting of the stockholders of the Company or until their successors are elected
and qualified. Officers serve at the discretion of the Board of Directors. There
is no family relationship between or among any of the directors and executive
officers of the Company.

BIOGRAPHIES

         Bill J. Rogers has been a director and the CEO and President of the
Company since March, 1999. Mr. Rogers founded Internet Marketing, Inc., a Texas
corporation (a wholly-owned subsidiary of the Company) in July, 1998. For more
than five years prior to 2002, Mr. Rogers has owned the Rogers Investment
Company, which specializes in the business development of entrepreneurial
companies. Mr. Rogers holds a BBA Degree from the University of Texas.

         Thomas Devine has been a director of the Company since March, 1999. For
more than five years prior to 2002, Mr. Devine has been an attorney in private
practice in Texas. Mr. Devine holds a BA Degree and an LLB Degree from the
University of Texas.


<PAGE>

         Bill Sherrill has been a director of the Company since March, 1999. For
more than five years prior to 2002, Mr. Sherrill has been an executive professor
at the University of Houston's Center for Entrepreneurship & Innovation. Mr.
Sherrill holds a BBA from the University of Houston and an MBA from Harvard
University

         Wajed "Roger" Salem has been a director of the Company since March,
1999. Mr. Salem is the President of the Internet and Marketing Consulting Group,
a provider of Internet business solutions. For more than five years prior to
2002, Mr. Salem has been associated with the Anthony Robins Institute in sales
and marketing positions. Mr. Salem holds a BA Degree from UCLA.

         Richard Randall has been the Chief Financial Officer of the Company
since March, 1999. For more than five years prior to 2002, Mr. Randall has been
a C.P.A. in private practice in Florida and Indiana. Mr. Randall holds a
Professional Accounting Degree from Ball State University.


Item 10. Executive Compensation

         The following table reflects all forms of compensation for services of
the chief executive officer to the Company for years ended December 31, 2000 and
2001. No executive officer of the Company received compensation which exceeded
$100,000 during these periods.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                ANNUAL                            LONG  TERM  COMPENSATION
             COMPENSATION
                                                AWARDS                     PAYOUTS
                                     OTHER                                        ALL
NAME  AND                            ANNUAL   RESTRICTED  SECURITIES             OTHER
PRINCIPAL                            COMPEN-    STOCK     UNDERLYING    LTIP    COMPEN-
POSITION   YEAR    SALARY     BONUS  SATION     AWARDS    OPTIONS/SARS  PAYOUTS  SATION
---------------  -----------  -----  -------  ----------  ------------  -------  ------
<S>                 <C>       <C>      <C>        <C>         <C>        <C>     <C>
Bill J. Rogers
CEO
    2000            $-0-      -0-      -0-        -0-         -0-        -0-     -0-

    2001            $-0-      -0-      -0-        -0-         -0-        -0-     -0-

_______________
</TABLE>


EMPLOYMENT AGREEMENTS

         The Company, through its subsidiary Internet Marketing, Inc., a Texas
corporation, has a current employment agreement with Bill J. Rogers, pursuant to
which Mr. Rogers is entitled to receive $7,500 per month. This agreement
commenced in January, 1999 and has a term of three years. Mr. Rogers' salary is
presently being accrued and has not been paid.

DIRECTOR COMPENSATION

         Messrs. Devine and Sherrill were directors of Internet Marketing, Inc.,
a Texas corporation, prior to the Stock Exchange Agreement with the Company, and
had each received 50,000 shares of the Internet Marketing, Inc., a Texas
corporation, as Director compensation. These shares were exchanged for shares of
the Company pursuant to the Stock Exchange Agreement. Mr. Salem received 50,000
shares of the Company as Director compensation. The Company has not paid any
other type of director compensation.


<PAGE>

EMPLOYEE STOCK OPTION PLAN

         The Company believes that equity ownership is an important factor in
its ability to attract and retain skilled personnel, and the Board of Directors
of the Company may adopt an employee stock or stock option plan in the future.
The purpose of the plan will be to further the interest of the Company and its
stockholders by providing incentives in the form of stock or stock options to
key employees and directors who contribute materially to the success and
profitability of the Company. The grants will recognize and reward outstanding
individual performances and contributions and will give such persons a
proprietary interest in the Company, thus enhancing their personal interest in
the Company's continued success and progress. This program will also assist the
Company in attracting and retaining key employees and directors.


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information as of September 23,
2002, with respect to the beneficial ownership of shares of common stock by (i)
each person who is known to the Company to beneficially own more than 5% of the
outstanding shares of common stock, (ii) each director of the Company, (iii)
each executive officer of the Company and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated, each
stockholder has sole voting and investment power with respect to the shares
shown.

                                             Percent
Name and Address                        Shares of Common           of
of Beneficial Holder                 Stock Beneficially Owned     Class
-----------------------------        ------------------------     ------

Bill J. Rogers                                5,797,000            61.2%
   201 Wilcrest, Suite 601,
   Houston, Texas 77042

Thomas Devine                                    50,000              .5%
   6830 N. Eldridge Pkwy.
   Houston, Texas 77041

Bill Sherrill                                    50,000              .5%
   2106 Nantucket Drive
   Houston, Texas 77057

Wajed "Roger" Salam                              50,000              .5%
   2717 Seville Blvd. #11101
   Clearwater, Florida 33766

Richard Randall                                  25,000              .5%
   4320 N. Walnut
   Muncie, Indiana 47303

All officers and directors as
   a Group--Five Persons                      5,973,000            62.9%


Item 12. Certain Relationships and Related Transactions

         The Company believes that the terms and conditions of the following
transaction was no less as favorable to the Company that terms attainable from
unaffiliated third parties.

         In March, 1999, the Company entered into a Stock Exchange Agreement
with the stockholders and subscribers of Internet Marketing, Inc., a Texas
corporation. This transaction was made at a time when the Company's common stock
had a deminimis value, there were only an infrequent number of trades and
virtually no trading volume. The Company issued a total of 7,500,000 shares of
common stock of the Company to these stockholders, subscribers and a financial
consultant in exchange for all of the outstanding shares of Internet Marketing,
Inc., a Texas corporation, and for services rendered . The terms and conditions
of the Stock Agreement Exchange were determined by the parties through arms
length negotiations. However, no appraisal was performed. As a result of these
transactions, Bill J. Rogers, a stockholder of Internet Marketing, Inc., a Texas
corporation became the owner of 5,797,000 shares of the common stock of the
Company. The Company treated the acquisition of Internet Marketing, Inc., a
Texas corporation as a recapitalization whereby Internet Marketing, Inc., a
Texas corporation was the accounting acquiror. At the time of the acquisition,
there were only an infrequent number of trades and virtually no trading volume
of the common stock of the Company, and the Company is unable to estimate the
market value of the Company's common stock to determine a resulting valuation of
this acquisition.


<PAGE>

Item 13. Exhibits, List and Reports on Form 8-K.

(a) Index to Exhibits.

 3.1    Certificate of Incorporation and Amendments thereto.*
 3.2    By-Laws and Amendments thereto.*
 4.1    Form of Common Stock Certificate.*
10.1    Agreement and Plan of Reorganization*
10.2    Employment Agreement with Bill J. Rogers*
16.1    Letter from Jones, Jensen & Company, LLC*
21.1    Subsidiaries of the registrant.*
23.1    Opinion of Experts
23.2    Opinion of Counsel

* Incorporated by reference from Form 10-SB, filed November 12, 1999.

(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.

PART F/S

               The Company's audited financial statements follow.

<PAGE>


                           INDEPENDENT AUDITORS REPORT


To the Board of Directors and Stockholders
  Internet Marketing, Inc.
  Houston, Texas

We have audited the accompanying consolidated balance sheet of Internet
Marketing, Inc. (A Development Stage Company) as of December 31, 2001, and the
related consolidated statements of income, stockholders,' equity, and cash flow
for each of the two years ended December 31, 2001, and for the period from July
27, 1998 (Inception), through December 31, 2001. These 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 generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Internet Marketing, Inc. as of
December 31, 2001, and the results of their operations and cash flows for the
periods then ended in conformity with accounting principles generally accepted
in the United States.




Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas

February 1, 2002



<PAGE>

                            INTERNET MARKETING, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2001



         TOTAL ASSETS                                                 $       0
                                                                      ==========

LIABILITIES
  Notes payable                                                       $  35,007
  Accounts payable                                                       80,492
  Accrued expenses                                                       16,237
  Demand notes payable to related party                                   7,500
                                                                      ----------
         TOTAL LIABILITIES                                              139,236
                                                                      ----------


STOCKHOLDERS' DEFICIT
  Preferred stock, $.001 par, 10,000,000 shares authorized,
      no shares issued or outstanding
  Common stock, $.001 par, 100,000,000 shares authorized,
      10,408,400 shares issued and outstanding                           10,408
  Paid in capital                                                       449,947
  Deficit accumulated during the development stage                     (599,591)
                                                                      ----------

      TOTAL STOCKHOLDERS' DEFICIT                                      (139,236)
                                                                      ----------


      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $       0
                                                                      ==========




<PAGE>

                            INTERNET MARKETING, INC.
                          (A Development Stage Company)
                         STATEMENTS OF OPERATING DEFICIT
                 For the Years Ended December 31, 2001 and 2000
                  And the Period from July 27, 1998 (Inception)
                            Through December 31, 2001


                                                                    Inception
                                                                     Through
                                     2001              2000            2001
                                 -------------    -------------    -------------

Administrative expenses          $     21,224     $     84,746     $    599,591
                                 -------------    -------------    -------------

      NET (LOSS)                 $     21,224          (84,746)    $   (599,591)
                                 =============    =============    =============

Average (Loss) per share         $       (.00)    $       (.01)

Weighted average shares            10,408,400        9,954,200




<PAGE>

<TABLE>
                                   INTERNET MARKETING, INC.
                                 (A Development Stage Company)
                              STATEMENTS OF STOCKHOLDERS' EQUITY
                        For the Years Ended December 31, 2001 and 2000
                         And the Period from July 27, 1998 (Inception)
                                   Through December 31, 2001

<CAPTION>

                             -  Common Stock  -         Paid in     Accumulated
                             Shares        Value        Capital       Deficit       Totals
                          -----------   -----------   -----------   -----------   -----------
<S>                       <C>           <C>           <C>           <C>           <C>
Shares issued to
  founding
  shareholder              5,825,000    $    5,825    $   27,030                  $   32,855

Shares issued for:
  services, 1998             275,000           275        27,225                      27,500
  cash, 1999                 418,000           418       208,582                     209,000

Reorganization
  Cancellation of
    founders shares          (18,000)          (18)           18
  Issuance to:
    shell owners             246,000           246          (246)
    promoters and
      lawyers              2,754,000         2,754        (2,754)

Capital contributed
  by founding
  shareholder                                              8,000                       8,000

Net (loss)                         0             0             0    $ (493,621)     (493,621)
                          -----------   -----------   -----------   -----------   -----------

Balances,
  December 31, 1999        9,500,000         9,500       267,855      (493,621)     (216,266)

Shares issued for:
  services, 1999             508,800           509       127,591                     128,100
  services, 2000              99,600            99        24,801                      24,900
  cash, 2000                 300,000           300        29,700                      30,000

Net (loss)                         0             0             0       (84,746)      (84,746)
                          -----------   -----------   -----------   -----------   -----------

Balances,
  December 31, 2000        9,500,000        10,408       449,947      (578,367)     (118,012)

Net (loss)                         0             0             0       (21,224)      (21,224)
                          -----------   -----------   -----------   -----------   -----------

Balances,
  December 31, 2001        9,500,000    $    9,500    $  431,558    $ (599,591)   $ (139,236)
                          ===========   ===========   ===========   ===========   ===========

</TABLE>
<PAGE>

<TABLE>

                                INTERNET MARKETING, INC
                             (A Development Stage Company)
                                STATEMENT OF CASH FLOWS
                    For the Years Ended December 31, 2001 and 2000
                     And the Period from July 27, 1998 (Inception)
                               Through December 31, 2001


                                                                           Inception
                                                                            Through
                                                    2001         2000         2001
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>          <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
  Net (Loss)                                     $ (21,224)   $ (84,746)   $(599,591)
                                                 ----------   ----------   ----------
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Stock issued for services                                    24,900      180,500
    Depreciation                                                               6,274
    Loss on equipment disposal                                   20,090       20,090
  Change in cash from:
    Accounts payable                                20,474      (32,528)      80,492
    Accrued expenses                                   750         (223)      16,237
                                                 ----------   ----------   ----------

NET CASH USED BY OPERATING ACTIVITIES                    0      (72,507)    (295,998)

                                                 ----------   ----------   ----------
CASH FLOWS USED BY INVESTING ACTIVITIES
  Purchases of computer equipment and software                               (26,364)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
  Sale of stock                                                  30,000      239,000
  Notes payable                                                  35,007       35,007
  Note payable to a relate party                                  7,500        7,500
  Cash contributed by majority shareholder               0            0       40,855
                                                 ----------   ----------   ----------

NET CASH FLOWS FROM FINANCING ACTIVITIES            35,007       72,507      322,362
                                                 ----------   ----------   ----------

NET INCREASE (DECREASE) IN CASH                          0            0            0

CASH ON HAND - beginning of period                       0            0            0
                                                 ----------   ----------   ----------
             - end of period                     $       0    $       0    $       0
                                                 ==========   ==========   ==========
</TABLE>



<PAGE>

                            INTERNET MARKETING, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ACCOUNTING POLICIES

Nature of business. Internet Marketing, Inc. ("IMI-Texas") was formed as a Texas
corporation on July 27, 1998 to pursue the creation and marketing of "Internet
Malls." Internet Marketing, Inc. ("IMI") was incorporated in Nevada as
Chandelier Business Services, Inc. on March 4, 1997. IMI entered into a "reverse
acquisition" ("reorganization") with IMI-Texas as described in Note 3. IMI-Texas
is a wholly-owned subsidiary of IMI.

IMI ceased operations in late 1999.

Estimates. In preparing financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities in the
balance sheet and revenue and expenses in the income statement. Actual results
could differ from those estimates.

Cash and cash equivalents. For purposes of the cash flow statement, IMI
considers cash on hand and cash in the bank as cash and cash equivalents.

Development stage. IMI has never had revenues. Operating funds were contributed
by the majority shareholder and from private sales of stock.


NOTE 2 - CORPORATE FORMATION

At inception, IMI issued 275,000 shares of stock to several key individuals who
initially served on the Board of Directors or as advisors. These shares are
recorded at $.10 per share, which was management's opinion of their fair value
at that time.


NOTE 3 - REORGANIZATION

On March 30, 1999, IMI-Texas agreed to a reorganization with IMI. Prior to that
time IMI was a Nevada shell company with no significant assets or operations.
Pursuant to this acquisition, IMI-Texas shareholders agreed to exchange their
6,500,000 shares for 6,500,000 shares of IMI. In connection with the exchange,
IMI shareholders agreed to cancel 2,300,000 shares of an original 2,546,000
outstanding, and an additional 1,754,000 IMI shares were issued to promoters for
services rendered.


NOTE 4 - NOTES PAYABLE

In early 2000, 9 individuals loaned IMI $35,007, with repayment terms not
specified. As of February 1, 2002, IMI was attempting to convert this debt into
shares of stock.




<PAGE>
                                   SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Form 10-KSB registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        Internet Marketing, Inc.


November 7, 2002                        By /s/ Bill J. Rogers
                                           -----------------------------------
                                               Bill J. Rogers
                                               Director, CEO and President



November 7, 2002                        By /s/ Richard A. Randall
                                           -----------------------------------
                                            Richard A. Randall
                                            Chief Financial Officer


<PAGE>

                            CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

                    SECTION 906 OF THE SARBANES-OXLEY OF 2002


         In connection with the Quarterly Report of Internet Marketing, Inc. on
Form 10-KSB for the period ended December 31, 2001 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), each of the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbannes-Oxley Act of 2002, that to the best of his knowledge:


1.   The Report fully complies with the requirements of Section 13 (a) pr 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operation of the Company.



November 7, 2002                             By /s/ Bill J. Rogers
                                                --------------------------------
                                                    Bill J. Rogers
                                                    Director, CEO and President



November 7, 2002                             By /s/ Richard A. Randall
                                                --------------------------------
                                                    Richard A. Randall
                                                    Chief Financial Officer