U.S. Securities and Exchange Commission

                                Washington, D.C.

                                   FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
                       FOR THE YEAR ENDED DECEMBER 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                   For the transition period from       to

                         Commission File Number:0-26093
-------------------------------------------------------------------------------
                               Intermedia Marketing Solutions, Inc.
                 (Name of Small Business Issuer in its charter)

         NEVADA                                        88-0382813
         (State)                        (I.R.S. Employer Identification No.)

2001 West Sample Road, Suite 101, Pompano Beach, Florida    33064
(Address of Principal Executive Offices)                  (Zip Code)

Issuer's Telephone Number   (954) 969-1010

Securities registered under Section 12(b) of the Act:

                                            Name of Each Exchange on Which
         Title of Each Class                Each Class is to be Registered
                 None

Securities registered pursuant to 12(g) of the Act:
                      Common Stock $.001 Par Value
                             (Title of Class)

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

     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]

The issuer's revenues for the year ended December 31, 2001 were $16,150,451.

     The aggregate market value of all the voting stock held by non-affiliates
outstanding at March 23, 2001 was $220,440. This amount was computed by
reference to the average bid and asked prices of the Common Stock as of March
28, 2001.

As of March 28 2002, 12,647,702 shares of Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
   Not applicable.
   Transitional Small Business Disclosure format (check one): Yes [ ] No [X]

<PAGE>

                               Intermedia Marketing Solutions, Inc.

                      For the Year Ended December 31, 2001

                            Form 10-KSB Annual Report

                                Table of Contents


                                                                        Page
                                                                      -------
Part   I

   Item  1   Business                                                       3
   Item  2   Description of Property                                        8
   Item  3   Legal Proceedings                                              8
   Item  4   Submission of Matters to a Vote of Security Holders            8

Part  II
   Item  5   Market for Common Equity and Related Stockholder Matters       9
   Item  6   Management's Discussion and Analysis or Plan of Operations     9
   Item  7   Financial Statements                                          13
   Item  8   Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                      24

Part III
   Item  9   Directors, Executive Officers, Promoters and Control
             Persons; Compliance with Section 16(a) of the Exchange Act    24
   Item 10   Executive Compensation                                        24
   Item 11   Security Ownership of Certain Beneficial Owners and
             Management                                                    27
   Item 12   Certain Relationships and Related Transactions                28
   Item 13   Exhibits and Reports on Form 8-K                              29



<PAGE>



PART I

ITEM 1.  BUSINESS
-----------------
Overview

The  Company  is  engaged  in the  marketing,  production  and  distribution  of
television  programs,  direct response commercials and sale of consumer products
associated with these programs. The Company operates three divisions: Intermedia
Marketing   Solutions,   which  handles  retail   marketing  and  product  sales
activities,  Tricom Pictures which handles television  production activities and
the marketing of educational television programming,  and Mirage Productions,  a
full-service  multi-media  production facility.  All programs are distributed to
national  audiences  through a combination of any and all of the following:  ABC
affiliates,  NBC affiliates,  CBS affiliates, FOX affiliates, UPN affiliates and
WB  affiliates  (collectively  "network  affiliates"),   independent  television
stations  and  targeted  cable  networks.  Products  and  services  featured  on
Site2shop.com  TV program  are sold  through its  telephone  call  centers,  the
Company's websites and other e-commerce websites.

BACKGROUND
The Company was  incorporated  in Nevada on August 1, 1990 under the name Woodie
III, Inc., to engage in the activity of general business, investments,  research
and  development,  manufacturing  and real estate  development.  In August 1996,
Woodie III, Inc.  Changed its corporate name to Tee-Rifik  Corp.  ("Tee-Rifik").
From inception through May 1998, the Company had been seeking investors in order
to  finance  and  commence  revenue-producing  activities.  On  June  24,  1998,
Tee-Rifik entered into an Agreement and Plan of Reorganization (the "Agreement")
with Shop TV and Television, Inc., a Florida corporation ("Site2shop"),  whereby
Site2shop and Tee-Rifik  merged.  Through the terms of the Agreement,  Tee-Rifik
acquired  all  the   outstanding   common  stock  of  Site2shop.   The  existing
stockholders of Tee-Rifik retained their 116,400 (post-reverse split- see below)
shares and the stockholders of Site2shop received (post reverse split) shares at
a ratio  of  1,250 to 1 for a total of  1,250,000  shares.  Due to the  majority
ownership of the Company after the transaction by the Site2shop stockholders and
Tee-Rifik's lack of substantial assets,  liabilities or Marketable products, the
transaction was treated as a reverse acquisition of Tee-Rifik by Site2shop using
the pooling method for accounting purposes. As part of the Agreement,  Tee-Rifik
changed its corporate name to Shop T.V., Inc., and its principal business became
retailing and television broadcasting.

On February 5, 1999, Shop T.V., Inc. changed its name to Site2shop.com, Inc.

On February 23, 1999,  the company also  completed a one for ten (1:10)  reverse
split  of  its  issued  and  outstanding  shares  of  common  stock,  whereby  a
stockholder  owning 10 shares of common stock prior to the reverse split,  would
own 1 share of common stock after the reverse split.  Unless otherwise indicated
herein,  the  information  in this filing  relating to the common stock has been
restated to reflect such split. The trading symbol was also changed from SHTV to
EBUY.

On March 8, 1999, the Company  completed its acquisition of Tricom,  a privately
held  corporation,  incorporated in Florida in November 1991. Under the terms of
the acquisition agreement, the stockholders of Tricom received Company shares at
a ratio  of  100,000  to 1 for a total of 10  million  shares.  Three  executive
officers and five stockholders of the Company owned 85% and 15% respectively, of
Tricom's common stock since  inception.  As a result of the Tricom  acquisition,
the three  executive  officers'  percentage  of common  stock  ownership  of the
Company,  collectively,   increased  from  71.01%  to  83.07%.  The  other  five
stockholders' percentage of common stock ownership of the Company, collectively,
increased from 5.61% to 13.7%.

On April 25, 2001 the Company  announced the corporate name change to Intermedia
Marketing  Solutions,  Inc.  The  objective  of the name  change is to bring the
Company's name more in line with its corporate  focus. The company has developed
into a vertically  integrated  full-service media company performing all aspects
of television production and distribution.  As part of the company's name change
it also changed its trading symbol to IMMM.

Intermedia Marketing Solutions, Inc., a holding company and parent of all of its
wholly owned  subsidiaries  has three operating  divisions,  Mirage,  Tricom and
Site2shop  TV, Inc.  ("Site2shop").  Tricom  engages in  educational  television
programming  whereby companies appearing on Tricom's shows pay Tricom a fee. The
purpose of such shows is to educate the viewing  audience  of the  products  and
services of such  companies  and  enhance  brand  awareness.  There is no direct
attempt nor is it the purpose to sell any  products or  services.  Additionally,
Tricom is a television  production company and aside from producing  Site2shop's
shop-at-home  television  programs and its own television programs does not have
any other  significant  customers or  revenues,  individually  or in  aggregate.
Site2shop engages in shop-at-home  television  programming whereby  participants
appearing on Site2shop's  program pay it a fee.  Site2shop  retains a de minimis
shipping and handling fee for all sales of product  which result from the airing
of the show,  the  remainder of the  proceeds  are remitted to the  participant.
Site2shop also features participant product on Site2shop's  websites,  for which
selling  price is  determined  by  Site2shop  and cost and payment  terms to the
Participant are contained in the overall  contract  between the parties based on
negotiation.  Mirage Productions, a full-service multi-media production facility
derives the majority of its revenue from the Tricom and Site2shop  divisions and
has currently begun selling their services to third parties.

The Company's executive offices are located at 2001 West Sample Road, Suite 101,
Pompano Beach, Florida, 33064; Telephone (954) 969-1010.

THE INDUSTRY AND MARKET

The direct response transactional  television programming industry was developed
in the United States after the Federal  Communications  Commission rescinded its
limitations  on  advertising  minutes  per  hour  in  1984,  thereby  permitting
30-minute  blocks  of  television  advertising.  The  deregulation  of the cable
television industry and the resulting  proliferation of cable channels increased
the  available  media  time and led to the growth of the  United  States  direct
response   transactional   programming  and  the  direct  response   educational
programming industries.  Producers of these types of programming combined direct
response  marketing and retailing  principles within a television talk show-type
format and purchased  media time from cable  channels to air their  programming.
After an initial growth period, the industry consolidated through the end of the
1980s. At the same time,  increased  attention from the Federal Trade Commission
and federal and state consumer  protection agencies led to greater regulation of
the  industry.  By the early 1990s,  direct  response  transactional  television
programming  and home shopping  cable  channels had become a more accepted forum
for obtaining  information about products and services and making purchases from
home. As the industry  matured,  the variety of products marketed through direct
response  transactional   television  programming  steadily  increased.   Today,
offerings as diverse as car care  products and weight loss programs are marketed
in this manner.

According  to  a  survey  conducted  by  the  National   Infomercial   Marketing
Association  ("NIMA")  conducted  in 1995,  the  latest  year for which  data is
available,  approximately  10,000  infomercials are aired per week in the United
States for a total of 5,000 hours per week. NIMA estimates that direct marketing
sales by television  totaled $94.1 billion in 2000. The rate of growth  averaged
10.2% per year for the period of 1993-2000. The Company believes that the market
is highly fragmented and ripe for consolidation.  Accordingly,  it is focused on
increasing its level of operations in order to promote growth and market share.

PRODUCTS AND SERVICES

OVERVIEW

The Company's  products and services are rendered  principally by its three main
divisions (i) Site2shop (ii) Tricom and (iii) Mirage Production and Video

               SITE2SHOP - SHOP-AT-HOME TELEVISION PROGRAMMING

Site2shop's principal business is the marketing,  production and distribution of
thirty (30) minute television shows in a shop-at-home format.  Site2shop markets
its  vendors'  products  through (i) a  half-hour  shop-at-home  program  called
"Intermedia   Marketing   Solutions  TV,"  (ii)  on  its  Internet   website  at
www.Intermedia  Marketing  Solutions,  and (iii) at its retail store  located in
Pompano Beach,  Florida.  Intermedia  Marketing Solutions TV is aired nationally
through  a  combination  of any or all  of the  following:  network  affiliates,
independent  television  stations  and  targeted  cable  networks.  The  program
features unique products as well as items generally available.  Typically, sales
personnel  of  Site2shop   search  through  various  media  sources,   including
newspapers,  internet  and  magazines,  for products to  potentially  feature on
Intermedia Marketing Solutions TV. The  manufacturers/distributors are contacted
and asked to provide  samples of their  products for  evaluation of inclusion on
the  show by a focus  group.  The  criteria  utilized  by the  focus  group  are
primarily based on function, form and salability and the products being featured
on future shows as to compatibility. If the product coincides with the criteria,
the  manufacturer/distributor is contacted and presented with the opportunity of
show  participation  via a segment on the show of approximate  duration of 1 - 3
minutes.  If  the  manufacturer/distributor  ("Participant")  is  amenable,  the
parties enter into a contract whereby  Site2shop will feature the product and/or
Company logo in a targeted national publication, whose readership is most apt to
purchase the product,  in conjunction with the promotion of the particular show.
Additionally,   Site2shop,  by  utilizing  Mirage's  production  facilities  and
resources, produces the segment, inclusive of field production, graphics, music,
program  editing,  set design and  on-camera  talent,  for the  Participant  for
inclusion  on the  show for  airing  through  the  aforementioned  TV media  and
provides the Participant  with a copy tape of the segment.  In  consideration of
such  services,  the  Participant  pays a  one-time,  flat rate  fixed  "Product
Insertion Fee", predetermined by Site2shop,  typically due within thirty days of
signing the contract. The fee is based on Site2shop management's  experience and
best estimate of the cost to render the contractual  services plus an element of
profit.

While typically only ten products are featured on each half-hour  segment of the
program,  viewers  have the  opportunity  to view  Site2shop's  entire  catalog,
currently  featuring  more than 500  products,  many of which also are available
through the Company's Internet web sites.


The  products  offered by  Site2Shop  include  but are not  limited to  jewelry,
housewares, apparel, electronics,  collectibles, toys, educational products, and
sporting equipment.  Unlike some retailers,  which focus essentially on national
brands, a majority of the products  offered by Site2shop  comprise a combination
of national brands as well as private brand or non-branded products.

Site2shop  purchases the merchandise  offered by it on both a consignment  basis
(for  products  sold in the retail  facility)  and on a terms basis for products
sold through  fulfillment and on the internet (at wholesale and retail prices as
negotiated in the aforementioned contract).

The  Site2shop.com  TV program is a  pre-recorded  retail sales  program that is
aired by cable television systems and television  broadcast stations  throughout
the country on a prepaid,  two weeks in advance,  airtime  basis by the Company.
Intermedia  Marketing  Solutions TV is available in half-hour shows only,  which
enables  network and cable  affiliates  to air the  programs in  available  time
slots.

Site2shop  does  not  guarantee  a  Participant  airing  of the  program  on any
particular  television  station but does provide the Participant  with an airing
schedule,  one  month  prior  to  actual  airing,  indicating  station,  market,
affiliation and scheduled date and time of airing.

Site2shop's retail sales and programming are intended to create a friendly sales
environment,  which promotes sales and customer  loyalty through offering unique
products,  coupled with product information and entertainment.  During a typical
program, an announcer introduces each product to the co-hosts.  The hosts of the
show then describe the  merchandise,  sometimes  with the  assistance of a guest
representing  the  Participant and sometimes with ordinary users of the product,
and convey information  relating to the product such as price,  features,  uses,
and assembly requirements. The price (as set by the Participant and contained in
the contract),  item number,  and toll-free number for ordering are continuously
aired  during  each  product   description.   Viewers  purchase  merchandise  by
MasterCard,  Visa,  Discover  or  American  Express  credit  cards by  calling a
toll-free  telephone  number  continuously  aired during the program.  Site2Shop
contracts  with a national call center,  which provides  order  fulfillment  for
Site2shop  on a fee for  service  basis  based on the  volume of calls  which it
handles.   Once  received,   orders  are   electronically   transmitted  to  the
Participant,  who ships the product directly to the viewer.  Site2shop bills the
viewer but remits to the  Participant  the sales  proceeds  less a shipping  and
handling  charge  until such time as the  Participant  has  recouped  the entire
Product Insertion Fee. Generally,  any item purchased from Intermedia  Marketing
Solutions  TV may be returned  within 30 days for a full refund of the  purchase
price, excluding the original shipping and handling charges.  Site2shop does not
guarantee the sale of any product featured on its show nor does it guarantee any
minimum sales quantity to any Participant.

The Participant's product is also offered for sale on Site2shop's websites.  The
orders are  processed  in a similar  manner as show  sales,  however,  Site2shop
purchases  the product from the  Participant  at a negotiated  cost and terms as
contained in the aforementioned  contract. The Participant is paid in accordance
with the contract  terms by  Site2shop.  Site2shop  retains the sales  proceeds.
Site2shop generally offers only products featured on its shows and its websites,
however,  products of  non-Participants  have been offered through these venues.
Similarly, Participants may sell their products through any distribution channel
they so choose and are not precluded contractually from doing so.


                    TRICOM-EDUCATIONAL TELEVISION PROGRAMMING

Tricom's  principal  business is the marketing,  production and  distribution of
thirty (30) minute educational programs.  These programs are distributed through
a combination of any or all of the following:  network  affiliates,  independent
television  stations  and  targeted  cable  networks.  Topics for the  programs,
include but are not limited to parenting, health, cooking, and home improvement,
are presented in a news magazine-style  format with all segments having a strand
of  commonality  about the topic.  Companies,  appearing  on 3-5 segments of the
program,  apprise the viewer of their products or services in  conjunction  with
the topic  featured on the program,  however,  there is no direct attempt by the
companies to sell their products or services.

Tricom  researchers  contact various national consumer oriented  companies whose
business  and  activities  address  topics  of  specific  interest  to  targeted
audiences (e.g. children's health issues to an audience of parents with children
in ages ranging from infancy to  pre-teen).  The  researchers  request data from
these  companies for review and  compatibility  with future planned  episodes of
Tricom programs.  If the data and subject matter are compatible,  the researcher
will  contact the company  regarding  appearing on a segment of 3 - 5 minutes in
duration in a future episode.  If amenable,  Tricom and the company enter into a
contractual  arrangement  whereby  Tricom will feature the company's logo and/or
product on two full-page  advertisements in a targeted  national  publication in
conjunction  with the  promotion of the  television  program  series and related
episodes.  Additionally,  Tricom  will  produce  the  segment,  including  field
production,  graphics,  editing,  set design and on camera talent, and broadcast
the  program a minimum of twenty  times in local and  national  markets so as to
reach a potential of 60 million  households  around the country,  although,  the
actual number of viewers may be  substantially  less. The stations  selected for
broadcasting  are  based  upon  Designated   Market  Areas  and  the  television
viewership  (defined  by the  number  of  households  potentially  able  to view
programming if all television sets were on simultaneously  for the area) of such
areas as ranked and calculated by the National Association of Television Program
Executives  Listing Guide and SRDS (formerly  known as Standard  Rating and Data
Service).  The  company is given a copy of its segment  tape and also  granted a
license to use such tape for any lawful business purpose.

In  consideration  of such  services,  the company  agrees to pay Tricom  within
thirty days of signing the contract a one time, flat rate fixed "Scheduling Fee"
(predetermined  by  Tricom)  which is based on Tricom  management's  experience,
knowledge  and best  estimate of the cost to render such services and an element
of profit.  Additionally,  Tricom owns complete  licensing rights to the segment
tape  which  it may use for any  lawful  business  purpose  and  also  maintains
editorial control over all programming and collateral material.

MIRAGE VIDEO AND PRODUCTION DIVISION

Mirage Productions  maintains the full service,  in-house production  facilities
for the Company that includes editing facilities, camera crews, in-house studios
and complete animation and graphic  capabilities.  This broad base of production
activities  would not generally be found in-house among  traditional or Internet
companies.  This facility handles all Intermedia Marketing Solutions projects as
well as providing production services to other organizations. It has the ability
to create educational and promotional  television programs, and can stream video
for the Internet.  Streaming video allows the Company to use over 1,000 hours of
its  proprietary  programming  and raw footage on its web-site.  Most important,
since it owns the rights to its shows and controls the production  process,  the
Company is the enviable  position of being able to create and air programs using
the diversified media, at will.

SALES AND MARKETING

Revenue Sources

The   Company's   recognizes   television   programming   revenues   using   the
percentage-of-completion method, whereby revenues are recognized relative to the
proportionate  progress on such  contracts  as measured by the ratio which costs
incurred on each contract  bear to total  anticipated  costs for each  contract.
Accordingly, the Company's revenues are principally affected by two factors:

     1. Its ability to execute contracts with Participants:

     2. Its ability to complete  segments  and air programs in an efficient
     and expeditious manner

Intermedia Marketing Solutions, Inc. has several revenue streams and anticipates
these will  continue to expand as the Company  increases  the number of products
offered and the level of purchases by consumers and corporate clients. Currently
there are five primary revenue sources:

         Fees received from manufacturers for developing infomercials and
         promoting their products via all three of its retail sales channels,
         television, internet and national magazine advertisement.

         Income from product sales via e-commerce.

         Fees received from manufacturers for developing and scheduling
         television educational programming that feature their company or
         products.

         Fees received from manufacturers for producing single product
infomercials and direct response advertisements.

         Producing infomercials for the U.S. Hispanic market and expanding its
         production activities to include infomercial spot production.

Site2shop's  salespersons  seek out  products  for  possible  feature  on one or
several targeted programs. Currently, manufacturers/distributors wishing to have
their  merchandise  marketed by  Site2shop  execute a contract  with  Site2shop.
Typically,  a contract  provides that in  consideration  for an one-time payment
(the"Product     Insertion     Fee"),     Site2shop     will     include     the
manufacturer's/distributor's  product in one 1-3  minute  segment,  promote  the
airing of the show, and agrees to air the program to a potential household reach
of 50 million homes throughout the United States, although actual viewership may
be substantially less. The program airs a minimum of twenty times,  generally in
twenty different Designated Market Areas (DMA). A program may air more than once
in a DMA but  usually on the same  television  station  in the DMA,  so that the
programs  potential  household  reach is 50 million  on a first run  basis.  The
stations  selected for  broadcast can be any  combination  of any or all network
affiliates, independent cable and cable networks and independent affiliates. The
shows generally air over a three month span of time so that a minimum  potential
household  reach  of 50  million  is  attained.  As  part of the  contract,  the
Participant  receives  a copy  of his  tape  segment,  as  part  of the  Product
Insertion  Fee, for which he is granted a license to use the tape for any lawful
business purpose.

Additionally,  Site2shop  may  include the  product on its  Internet  e-commerce
websites. Internet purchases by Site2shop from the Participant are on negotiated
terms as to cost and  payment  term and  contained  in the  contract.  All sales
proceeds from internet sales belong to Site2shop.

When  sales of the  product  directly  from the  airing of the show (by a viewer
dialing a toll-free number  appearing on the show) exceed the Product  Insertion
Fee  paid  by the  Participant,  Site2shop  and  the  Participant  share  in the
resulting  profit generated from future sales on an equal basis. For purposes of
the  contract,  "profit" is defined as the  difference  between the retail sales
price paid by the viewer less a de minimis shipping and handling fee retained by
Site2shop and the cost of the product.


Tricom's  sales force  focuses on companies  wishing to have their  products and
services  featured  in  a  3 - 5  minute  segment  of  a  half-hour  educational
television program of which all segments relate to a topic and are structured to
inform and  educate  the viewing  audience.  There is no direct  attempt to sell
products or services on the show. Criteria for companies selected for appearance
on the  show,  primarily  relate to name  recognition  and  financial  strength.
Site2shop  and Tricom  generally do not compete for  participants/companies  for
each  other's  show or for market  share.  The shows are  promoted  in a similar
manner as shop-at-home  television  programming  except the potential  household
reach is 60  million  homes  compared  to 50  million  homes,  although,  actual
viewership may be substantially less.  Accordingly these shows may appear on the
same  television   stations  and  other  television   stations  as  shop-at-home
television programming.  The fee, ("Scheduling Fee") charged companies appearing
on these shows are higher than shop-at-home  television  programming  because of
the segment length and potential  household  reach  differences.  Companies also
receive a copy of their completed segment.

Contracts at various stages of fulfillment  are in place for  approximately  500
national vendors.  Television  programming revenues for the years ended December
31, 2000 and 2001 were approximately  $16,300,000 and $14,950,000  respectively.
Fulfillment  and retail  revenues for the years ended December 31, 2000 and 2001
were $224,000 and $1,200,000  respectively;  1.4% and 7.4% respectively of total
revenues for 2000 and 2001 respectively.



SIGNIFICANT CUSTOMERS

     During 2000 and 2001, no customer accounted for more than 10% of net sales.


MANUFACTURING AND SUPPLIES/PRODUCTION OF PROGRAMS

The Company does not  currently  manufacturer  any products that are featured on
any of their television  programs.  Furthermore,  the Company does not depend on
any one manufacturer to supply products for any television program.

The  Company  produces  all of the  television  programs  through  its  in-house
production  and  editing  facility.  The Company  currently  owns or leases four
broadcast quality video production cameras,  two Media 100 editing systems,  one
601 component  digital on-line editing  facility and many related items critical
in the production and distribution of its television programs.

COMPETITION

The competitive  environment for the Company has two components that reflect the
dual nature of its operations,  traditional television shop-at-home services and
the emerging e-commerce marketplace.

Television  shop-at-home  companies  include  Home  Shopping  Network,  QVC  and
ValueVision,  all of which seek high  volume  products  that are granted a fixed
time slot and have to meet  minimum  sales goals to remain a  participant.  This
does  not  offer  smaller  companies  with  limited  consumer   recognition  the
opportunity to educate and build a customer base. Intermedia Marketing Solutions
helps these lesser-known  companies on a product insertion fee basis,  providing
them with guaranteed  television  exposure level over an extended period of time
in order to develop both sales and a branded presence. For consumers, Intermedia
Marketing  Solutions products are often unique or hard-to-find ones that are not
widely available from one source in one convenient location.

Despite the size and brand recognition of these major competitors there is still
significant  opportunity for Intermedia  Marketing  Solutions.  Direct marketing
sales via  television  is a very large and growing  retail market  segment.  The
National  Infomercial  Marketing  Association  estimates  that retail  sales via
television programming totaled $94.1 billion in 2000 and will reach $100 billion
in the next several years.

Internet  competition  is very  diverse.  This  business to consumer  e-commerce
market segment will  eventually  consolidate  around those  web-sites that fully
meet the expectations and needs of the consumer.  Intermedia Marketing Solutions
fully  recognized  this  and  has the  user-friendly  web-site  design,  quality
customer service and quick response time necessary to develop long term,  repeat
sale  customers.  The Company's  branding  strategy along with  strategic  sales
alliances has  positioned it to be a highly visible and widely known provider of
quality  merchandise  at a value  price  point.  The  Company  product  niche of
offering  many unique and  hard-to-find  products,  as well as national  branded
merchandise, also sets it apart from competition.

Tricom Pictures' production unit competes with a range of production  operations
that include the national  television  networks and cable  companies who produce
both  television  specials  and  series  for both  their own use and for  Public
Broadcasting rebroadcasts.  More directly, Tricom Pictures competes with smaller
production  companies  that lack the  synergies  available  to  Tricom  Pictures
through  Intermedia   Marketing   Solutions.   Tricom  does  have  a  number  of
competitors,  primarily  located  in the South  Florida  area,  that  market and
produce  very  similar   programs.   These  include  among  others,   Five  Star
Productions, Global Solutions Network, Millenium Productions and ITV.

GOVERNMENT REGULATION

Although  the  Company's  programming  is not  subject  to  specific  government
regulation,  the Company is dependent on the television  broadcast  stations and
cable  television  systems  to air its  programs.  A  substantial  portion  of a
broadcaster's  business is subject to various statutes,  rules,  regulations and
orders  relating to  communications  and generally  administered  by the Federal
Communications  Commission  (FCC). The  communications  industry,  including the
operation of broadcast television stations, cable television systems,  satellite
distribution  systems and, in some respects,  cable stations which produce their
own  programming  is subject to  substantial  federal  regulation,  particularly
pursuant to the Communications Act of 1934, as amended,  the  Telecommunications
Act of 1996  and  the  rules  and  regulations  promulgated  by the  FCC.  Cable
television  systems are also subject to regulation at the state and local level.
Regulations  which have an adverse affect on broadcasters  with whom the Company
contracts to air its  programs,  could have a material  adverse  impact upon the
Company and the Company's ability to purchase airtime.

The  Company  collects  and  remits  sales  tax in the  state  in which it has a
physical presence. Certain states in which the Company's only activity is direct
marketing and e-commerce have attempted to require such  merchants,  such as the
Company,  to collect and remit sales tax on sales to customers  residing in such
states.  A 1995 United States Supreme Court decision held that only Congress can
legislate such a change. Thus far, Congress has taken no action to that effect.

The Company is prepared to collect sales tax for other states, if laws are
passed requiring such collection. The Company does not believe that a change in
the tax laws requiring the collection of sales tax will have a material adverse
effect on the Company's financial condition or results of operations.

To date, the Company has not incurred any costs or unusual  expenses as a result
of  government  regulations  imposed  upon it. Nor has any current  governmental
regulation  materially  impacted the  operations of the Company or the manner in
which it conducts business.


LICENSES, PATENTS AND TRADEMARKS

A trademark  application  has been  submitted  and applied for under the name of
Intermedia Marketing  Solutions.  for use as the Company's logo in all facets of
its business.  The  television  program titles used by all  subsidiaries  of the
Company are covered by public use.  The Company  also owns the  Internet  domain
names site2bid.com, site2buy.com, site2sell.com and site2auction.com.

EMPLOYEES

The Company  currently has 165  employees.  The Company  believes that employees
suitable  for its needs are  available  in its  current  and  expected  areas of
activity.  None of the Company's  employees are represented by a labor union and
the  Company  is not aware of any  activities  seeking  such  organization.  The
Company considers its relationships with its employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY
---------------------------------

The  Company  currently  leases  approximately  22,056  square  feet of  office,
marketing and production space at 2001 West Sample Road, Pompano Beach, Florida,
which also serves as its corporate  headquarters.  The current aggregate monthly
rental  amount is  $19,546.  Additionally,  the  Company is  required to pay its
pro-rata share of the common operating costs of the building.  The lease on this
property  commenced  on June 1, 1994 and  continues  through May 2006,  with one
additional  three-year renewal option at the Company's discretion If the Company
elects to renew its lease, prior to expiration, the annual rent will be adjusted
by four  percent per year.  The Company  currently  leases  approximately  8,430
square feet of office space in, Deerfield Beach, Florida which serves as a sales
and marketing  office and  warehouse.  The current  monthly rental is $4,844 and
additionally,  the Company is required to pay its pro-rata  share of real estate
taxes and common  operating  costs of the  building.  The lease calls for annual
increases of four percent over the next five years.  The lease commenced on July
1, 1999 and expires on June 30, 2004 and contains  one-five year renewal  option
at market rates at the time of renewal.

The Company leases a 3,485 square foot  marketing  office in New York, New York.
The current monthly rental is $6,941 and  additionally,  the Company is required
to pay its pro-rata share of real estate taxes and common operating costs of the
building.  The lease  commenced  on  November 1, 2001 and expires on October 31,
2006 and contains  one-three  year renewal option at market rates at the time of
renewal.

The Company  leases a 12,400 square foot warehouse and studio space in Deerfield
Beach,  Florida. The current minimum monthly rental amount is $7,279,  inclusive
of sales tax. The lease commenced on November 1, 2000 and expires on October 31,
2002 and contains  one-three  year renewal option at market rates at the time of
renewal.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

The Company is involved in legal  proceedings  arising in the ordinary course of
business.  The Company is not involved in any legal proceedings that it believes
will result, individually or in the aggregate, in a material adverse effect upon
its financial condition or its operations.


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

     Not Applicable.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED MATTERS
------------------------------------------------------------------------------

The Company's shares of Common Stock are traded  over-the-counter  and quoted on
the OTC Electronic  Bulletin  Board under the symbol  "IMMM".  From inception of
listing on the OTC Electronic  Bulletin  Board (July 20, 1998) through  February
23, 1999,  the Company's  shares of Common Stock traded under the symbol "SHTV".
From  February  23, 1999 to April 23, 2001 the company  traded  under the symbol
"EBUY"  Since that time the company has traded  under its  current  symbol.  The
quotations  reflect  inter-dealer  prices and do not  include  retail  mark-ups,
mark-downs  or  commissions.  The  prices  do  not  necessarily  reflect  actual
transactions.  On February 23, 1999,  the Company  implemented a reverse one for
ten (1:10) common stock split to shareholders of record as of February 22, 1999.
The prices listed below have not been restated to give retroactive effect to the
inception date of trading for such split.


Period                                              High            Low
------------------------------------------------  -------          ------

Quarter Ended March 31, 2000                      $6.00           $2.00
Quarter Ended June 30, 2000                       $3.31           $ .75
Quarter Ended September 30, 2000                  $1.63           $ 94
Quarter Ended December 31, 2000                   $1.03           $ 28

Quarter Ended March 31, 2001                      $  .72           $ .31
Quarter Ended June 30, 2001                       $  .58           $ .32
Quarter Ended September 30, 2001                  $  .95           $ .29
Quarter Ended December 31, 2001                   $  .64           $ .27

January 1, 2002 to March 28, 2002                 $  .36            $ .19


On December  31, 2001,  there were 45  shareholders  of record of the  Company's
Common Stock.

The transfer  agent for the  Company's  Common Stock is Florida  Atlantic  Stock
Transfer, Inc., 7130 Nob Hill Road, Tamarac,Florida, 33321.

The  Company  has never paid cash  dividends  on its Common  Stock.  The Company
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable  future.  The future  dividend policy will depend upon the Company's
earnings,  capital requirements,  expansion plans, financial condition and other
relevant factors.



ITEM 6.  MANAGEMENT'S DISCUSSION and ANALYSIS or PLAN OF OPERATIONS
-------------------------------------------------------------------

Statements  included in this  "Management's  Discussion  and Analysis or Plan of
Operation"  section,  in other  sections  of this  Report,  in prior and  future
filings by the Company  with the  Securities  and  Exchange  Commission,  in the
Company's  prior and future press releases and in oral  statements made with the
approval of an authorized  executive  which are not  historical or current facts
are "forward looking  statements" made pursuant to the safe harbor provisions of
the Private Securities  Litigation Reform Act of 1995 and are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those  presently  anticipated  or projected.  The Company wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.  There are important  risk factors that in
some cases have  affected and in the future could  affect the  Company's  actual
results and could cause the Company's actual financial and operating performance
to differ materially from that expressed in any forward looking  statement.  The
following  discussion  and  analysis  should  be read in  conjunction  with  the
Financial Statements and Notes appearing elsewhere in this Report.

Results of Operations

COMPARISION of the YEARS ENDED DECEMBER 31, 2001 AND 2000.


Total revenues for the year ended December 31, 2001 were $16,150,451, a decrease
of  $374,313  less then the  $16,524,764  for the  prior  comparable  year.  The
decrease is attributable to a decrease in revenues from the TV shopping division
of approximately  $700,000 and the education  division of $600,000 in the fourth
quarter as a result of less  contracts  written in the third and fourth  quarter
this  year  as  a  result  of  advertising  revenue,  across  the  nation  being
significantly  down.  These  decreases were offset by an increase of $900,000 in
retail  sales  during the year.  This  increase is  attributable  to the company
increasing its retail sales channels via online auctions and barter companies in
order to sell more retail goods.

Cost of Revenues  increased to $5,645,770,  or 35% of revenues versus $5,242,998
or 32% for the prior comparable  period.  On a percentage basis and dollar basis
the increase is a result of cost of sales related to product sold. Product sales
has a cost of sales of 75% which when combined with the  decreases in the other
divisions resulted in higher cost on a percentage and dollar basis.

Selling  expenses were  $3,253,455  during the year ended  December 31, 2001, an
increase of $209,268 from the prior comparable period in 2000.  Selling expenses
in  2001  were  20%  of  net  revenues  as  compared  to  18%  in  2000.   On  a
dollar-to-dollar and percentage basis selling expenses are higher as compared to
last year primarily as a result of opening of a second retail store.

General  and  administrative  expenses  were  $6,299,486  during  the year ended
December 31, 2001, a increase of $548,975  from the prior  comparable  period in
2000.  Administrative  expenses in 2001 were 39% of net  revenues as compared to
37% in 2000.  On a  dollar-to-dollar  basis  administrative  expenses are higher
mainly  because  of higher  administrative  costs  related to the rent and other
expenses for new store and new studio also  Hispanic  Direct had  administrative
costs for the entire  year of 2001 as  compared  to only 3 months in 2000.  This
increase was partially offset by reductions in bonuses paid to principles of the
company in 2001 as compared to 2000.

Liquidity and Capital Resources

The Company  has  financed  its growth and cash  requirements  primarily  from a
credit  facility  available to the company of $1.25  million with Merrill  Lynch
Business Financial  Services,  the raising of capital through the sale of shares
of its common  stock  under  exemption  from  registration  in  accordance  with
Regulation D of the Securities Act of 1933 and through operations.

On July 19, 2001 the Company  obtained a revolving  line of credit with  Merrill
Lynch Business  Financial  Services,  Inc. Terms of the line include an interest
rate equal to the  One-Month  LIBOR rate plus 3.4%, as of July 31, 2001 the rate
would be 5.46%.  The total  facility if for $750,000 and has a term of one year.
On November 11, 2001 the company  increase the availability on the line to $1.25
million.  The line of  credit  will be used for  working  capital  needs  and is
collateralized  by  the  assets  of the  business.  As of  March  26,  2002  the
outstanding balance is $1,150,000. The loan is also guaranteed by the principals
of the company

The  Company  used  $769,091  from  operating  activities  in 2001 as opposed to
generating  $706,286  during the same  period in 2000.  The  difference  between
increase and decrease in operating activities resulted in a net decrease to cash
flow of  approximately  $1,475,000  as compared to the same 12 months last year.
The difference  mainly is reduction in net income of  approximately  $1 million.
Also inventory increased by more that $500,000 over last years increase. This is
a result of more customers  paying a portion of their fee in product.  Cash used
in  investing  activities  totaled  $469,983  in 2001  as a  result  of  capital
expenditures relating to purchase of production equipment, construction of a new
studio and the upgrade of computer hardware and software in order to promote and
upgrade the Company's website and MIS infrastructure.  At December 31, 2001, the
Company's  backlog  for  contracts  signed  and work has not begun or  contracts
partially  completed  and work is to be done totaled  $4,324,000  as compared to
$5,940,000 at December 31, 2000. This is mainly a result of economic  conditions
and events in  September  2001 and more  deferred  revenue  becoming  sales as a
result  of  improved  efficiencies  in the  production  department  and a larger
portion of contracts being completed on a percentage basis. Investing activities
in 2001  totaled  $956,679 as a result of draws of  $1,306,679  and  payments of
$350,000 on the line of credit.

Based on the current  state of the economy  and the events of  September  11 the
company has experienced a severe reduction in its business and future cash flows
as a result.  The  company  believes  that cash flows from  operations  could be
sufficient to satisfy the Company's  contemplated cash requirements for at least
the next year. In the event that the Company is unable to sufficiently meet cash
flow,  the Company could be required to seek  additional  financing and severely
reduce company overhead they may result in operating losses for 2002.

In the event that the Company  requires  additional  financing,  the Company may
seek to raise cash in the form of  strategic  partners  or in  combination  with
equity financing,  additional bank debt or other debt financing to raise capital
through  the sale of its  equity  securities,  including  at  prices  which  may
represent significant discounts from the market price of the Common Stock.

The Company  anticipates,  based on current backlog of contracts and assumptions
relating to operations the company's  revenues and net income for the year ended
December  31, 2002 will be less than the prior year.  This mainly is a result of
economic  conditions and events occurring during the past 12 months. The current
state of the economy has resulted in less  contracts  signed 2001 as compared to
the same months in 2000 and reduced the company's backlog.

The Company  believes that cash and cash equivalents and cash generated from its
current  level  of  operations  to be  sufficient  to meet its  working  capital
requirements.  However  despite the state of the  advertising  industry  and the
general economy the company believes that cash flows could be sufficient for the
balance of the year. The Company continues to seek and may seek to raise cash in
the form of equity, additional bank debt or other debt financing, or may seek to
issue stock as consideration for acquisition targets or expansion capital.

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

STRATEGY

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

The Company has a clearly  defined  strategy that  leverages  the  cross-selling
opportunities  of its  synergistic  components and seeks to develop new business
segments.  The  corporate  goal is to become a nationally  recognized  leader in
diversified media retailing by continuing to build upon its current base via:

Increasing the number of manufacturers  participating in the Company's  programs
by  constantly  searching for new  entrepreneurial  companies and others who are
seeking cost  effective  means of marketing and  advertising  their products and
services.  Four new sales  offices  devoted to this activity have been opened in
the last year.

Placing  priority on developing  its web-site and Internet  presence in order to
establish  strong  branded  presence and fully  capitalize on the potential that
exists within the e-commerce retailing market segment.

- Building its internal  structure  that  includes the hiring of key  management
talent,  strengthening  its  customer  support  group and  maintaining  the high
broadcast  quality of its  television  programming  by upgrading its  production
facilities.

- Expanding  the number of  strategic  alliances  with both  Internet  based and
traditional  companies to broaden the distribution  base for the programming and
products it markets.

- Making a major commitment to develop the rapidly growing U.S.  Hispanic market
by  creating  a  separate  Spanish  language  direct  response  unit to  produce
infomercials and commercials.

- Continuing the commitment to continually  expand and upgrade Tricom  Pictures'
production   facility  and  technical  expertise  to  maintain  a  leading  edge
production   capability   that  meets  the  needs  of  its  growing   production
requirements.

The Company expects growth from both the recently launched infomercial division,
and a complete stand-alone television production center.

The Company's goal is to be recognized as a national  leader in direct  response
marketing by implementing an aggressive growth strategy. The key elements of the
Company's strategy to achieve this objective are:

The Company's ability to grow is dependent upon its ability to identify suitable
candidates for its services, as to which there is no assurance.

SEASONALITY

The Company  believes that contract  volume tends to increase  during the second
and third quarters and revenue generating activities tend to increase during the
third and fourth quarters of the year due to  Participants  desire to have their
products promoted during the holiday season.


NEW ACCOUNTING PRONOUNCEMENTS

In 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin
("SAB") No. 101  "Revenue  Recognition  in Financial  Statements,"  which became
effective  in the fourth  quarter of 2000.  The  adoption of SAB No. 101 did not
have a material effect on the Company's financial statements.

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--a  replacement
of FASB  Statement  No. 125" ("SFAS  140").  SFAS 140 revises the  standards for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral and requires  certain  disclosures,  but it carries over most of SFAS
125's  provisions  without  reconsideration.  This  Statement is  effective  for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after March 31, 2001. This Statement is effective for recognition and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000.

In June 2001,  the FASB issued SFAS No. 141,  "Business  Combination",  SFAS No.
142,  "Goodwill and Other Intangible  Assets" and SFAS No. 143,  "Accounting for
Asset  Retirement  Obligations",.  SFAS No. 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interest  method of
accounting  for business  combinations  initiated  after June 30, 2001.  It also
requires  that the  Company  recognize  acquired  intangible  assets  apart from
goodwill.  SFAS No. 142 requires,  among other things,  that companies no longer
amortize  goodwill,  but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized   intangible  assets,  and  cease
amortization of intangible  assets with an indefinite  useful life. SFAS No. 143
establishes  accounting standards for recognition and measurement of a liability
for an asset  retirement  obligation and the associated  asset  retirement cost,
which will be  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15, 2002.  The adoption of SFAS No. 141,  SFAS No. 142 and
SFAS  No.  143 is not  expected  to  have a  material  effect  on the  Company's
financial position, results of operations and cash flows.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived  Assets" which basically  further  clarifies SFAS No. 121
and methods of quantifying  potential  impairments or disposal of assets as well
as the related reporting of such impairments or disposals.  The adoption of SFAS
No. 144 is not  expected to have a material  effect on the  Company's  financial
position, results of operations and cash flows.

<PAGE>





ITEM 7.  FINANCIAL STATEMENTS
----------------------------
                                                                   PAGE NO.
                                                                  ---------

Independent Auditors' Report .................................      F- 1

Consolidated Balance Sheet as of December 31, 2001                  F- 2

Consolidated Statements of Operations for the Years Ended
   December 31, 2000 and 2001 ................................      F- 3

Consolidated Statements of Stockholders' Equity for the Years
   Ended December 31, 2000 and 2001 ..........................      F- 4

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2000 and 2001 ................................      F- 5

Notes to Consolidated Financial Statements ...................      F- 6 to F-12





<PAGE>




                                      INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Intermedia Marketing Solutions, Inc.
Pompano Beach, Florida


We have  audited  the  accompanying  consolidated  balance  sheet of  Intermedia
Marketing  Solutions,  Inc.  and  subsidiaries  as of December  31, 2001 and the
related consolidated  statements of operations,  stockholders'  equity and cash
flows  for the years  ended  December  31,  2001 and  2000.  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 audits.

We conducted our audit in accordance with generally  accepted auditing standards
in the 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Intermedia
Marketing  Solutions,  Inc.  and  subsidiaries  as of December  31, 2001 and the
results of its  operations  and its cash flows for the years ended  December 31,
2001 and 2000, in conformity with generally  accepted  accounting  principles in
the United States.

                                            /s/ Feldman Sherb & Co., P.C.
                                                Certified Public Accountants

New York, New York
March 27, 2002


                                      F - 1




<PAGE>






<TABLE>

<CAPTION>



                      INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2001
<S>                                                             <C>

                                 Assets
                                --------
Current assets:
    Cash and cash equivalents                                               $   138,964
    Accounts receivable, net of allowance for doubtful accounts
    of $667,904                                                               2,563,034
    Inventories                                                               1,792,251
   Prepaid and other current assets                                             804,055
                                                                         ---------------
 Total current assets                                                         5,298,304
Equipment and leasehold improvements, net                                     1,137,252
Goodwill                                                                         69,663
Other assets                                                                    166,080
                                                                         ---------------
                 Total assets                                                $6,671,299
                                                                         ===============
                Liabilities and stockholders' equity

Current liabilities:
   Accounts payable and accrued expenses                                     $1,664,471
   Deferred income taxes payable                                              1,983,485
   Lines of credit                                                            1,026,044
   Deferred revenue                                                           1,683,404
                                                                         ---------------
                 Total current liabilities                                    6,357,404
Stockholders' equity:
   Common stock, $.001 par value:
      Authorized 150,000,000 shares; issued and outstanding,
      12,614,702 shares,                                                         12,648
   Additional paid-in capital                                                 1,626,422
   Accumulated deficit                                                       (1,325,175)
                                                                          ---------------
      Total stockholders' equity                                                313,895
                                                                          ---------------
           Total liabilities and stockholders' equity                       $ 6,671,299
                                                                          ===============

                 See notes to consolidated financial statements


                                       F-2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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

  <S>                                           <C>

                                                         YEARS ENDED DECEMBER 31,
                                                     -------------------------------
                                                         2000                2001
                                                     -------------     -------------
   Revenues                                           $16,524,764       $16,150,451
   Cost of revenues                                     5,242,998         5,645,770
                                                     -------------     -------------
        Gross margin                                   11,281,766        10,504,681

  Operaing Expenses:
        Selling                                         3,044,187         3,253,455
        General and administrative                      5,750,511         6,299,486
        Depreciation and amortization                     332,858           514,936
                                                      ------------     -------------
  Total operating expenses                             9,127,556         10,067,877
                                                      ------------      ------------
  Income before interest expense and income taxes      2,154,210            436,804
  Interest expense                                        -0-               (63,001)
                                                     -------------      ------------
  Income before income taxes                            2,154,210           373,803

  Income taxes                                            861,334           125,376
                                                     -------------     -------------
  Net Income                                          $ 1,292,876          $248,427
                                                     =============     =============
  Net Income per Common Share-Basic                   $   .10           $   .02
                                                     =============     =============
  Net Income per Common Share-Diluted                 $   .10           $   .02
                                                     =============     =============
  Weighted Average Number of Common
  Shares-Basic                                         12,521,572         12,628,452
                                                     =============     =============


  Weighted Average Number of Common
            Shares-Diluted                             13,000,515         12,628,452
                                                     =============     =============


                 See notes to consolidated financial statements

                                     F - 3

</TABLE>








<PAGE>

<TABLE>
<CAPTION>



                        INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001




                                              Common Stock
                                          ---------------------     Additional                        Total
                              Number of                 Paid-In      Deferred       Accumulated   Stockholders'
                                Shares      Amount      Capital     Compensation      Deficit         Deficit
                              -----------  ---------   -----------  ------------   -------------  -------------
 <S>                       <C>

Balance, December 31, 1999    12,479,702     12,480    1,515,488        (107,639)   (2,866,478)    (1,446,149)

Common stock issued
  for services                    35,000         35       65,077         (65,112)       --               --

Common stock issued upon
   acquisitions                  100,000        100       35,000            --          --             35,100

Amortization of  deferred
  compensation                      --         --            --           64,885        --             64,885

Net income                          --         --            --             --       1,292,876      1,292,876
                              ------------ --------- -----------     ------------  ------------ --------------
Balance, December 31, 2000    12,614,702     12,615    1,615,565        (107,866)   (1,573,602)      (53,288)


Common stock issued upon
   acquisitions                   33,000        33       10,857            --          --             10,890

Amortization of  deferred
  compensation                      --         --            --          107,866        --           107,866

Net income                          --         --            --             --         248,427       248,427
                              ------------ --------- -----------     ------------  ------------ --------------
Balance, December 31, 2001    12,647,702   $ 12,648   $1,626,422       $--0--      $(1,325,175)    $ 313,895
                              ============ ========= ===========     ============  ============ ==============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                      F - 4


<PAGE>

<TABLE>
<CAPTION>


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

 <S>                                                                       <C>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                                -------------------------
                                                                                 2000               2001
                                                                                -------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $1,292,876      $   248,427
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                                332,858          514,936
     Provision for deferred income taxes                                          861,917           32,568
     Common stock issued for services                                              65,112           10,890
     Amortization for deferred compensation                                         --             107,866
     Provision for bad debts                                                      499,561           67,618
     Changes in operating assets and liabilities:
        Increase in accounts receivable                                        (1,226,979)        (584,476)
        Increase in inventories                                                  (467,025)      (1,030,516)
        Increase (decrease) in prepaid expenses
         and other current assets                                                (572,160)        (169,140)
        (Increase) decrease in other assets                                        17,732          (70,259)
        Increase in accounts payable and accrued expenses                         152,729          574,497
        Deferred revenue                                                         (250,335)        (469,502)
                                                                                ----------      ------------
Net cash provided by (used in)operating activities                                706,286         (769,091)
                                                                                ----------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                            (544,404)        (469,983)
                                                                                ----------      ------------
Net cash used in investing activities                                            (544,404)        (469,983)
                                                                                ----------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Lines of credit                                                                    --             956,679
 Repayment of capital lease obligations- related parties                         (167,182)            --
 Repayment of capital lease obligations                                           (23,498)            --
                                                                                ----------      -----------
Net cash (used in) provided by financing activities                              (190,680)         956,679
                                                                                ----------      -----------
Net increase (decrease) in cash and cash equivalents                              (28,798)        (282,395)
Cash and cash equivalents, beginning of period                                    450,157          421,359
                                                                                ----------      -----------
Cash and cash equivalents, end of period                                       $  421,359        $ 138,964
                                                                                ==========      ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest                                                                    $     925       $  63,001
                                                                                =========       ==========
   Interest- related party                                                     $   8,095       $   --
                                                                                ==========      ==========
   Taxes                                                                       $   1,077       $   75,561
                                                                                ==========      ==========
Non-cash financing activities:

   Common stock issued for future services and acquistions                     $  100,077       $   10,890
                                                                                ==========      ===========


</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F - 5

<PAGE>




                          INTERMEDIA MARKETING SOLUTIONS, INC. AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 FOR THE YEARS ENED DECEMBER 31, 2000 AND 2001

1.   BUSINESS
-------------
On June 24, 1998,  Site2shop  TV, Inc.,  (formerly  Tee-Rifik  Corp.),  a Nevada
corporation,  acquired 100% of the issued and outstanding  shares of Shop TV and
Television,  Inc. ("Shop"), a privately held Florida  corporation.  The existing
stockholders of the Company  retained their 116,400 shares and the  stockholders
of Shop  received  shares of the Company at a ratio of 1,250 to 1 for a total of
1,250,000  shares.  Due to the  majority  ownership  of the  Company  after  the
transaction  by the former Shop  stockholders  (91.5%) and the Company's lack of
substantial assets,  liabilities,  or marketable  products and/or services,  the
transaction is considered to be a reverse acquisition, whereby Shop is deemed to
be the accounting  acquirer and to be both the predecessor entity and continuing
entity.  Accordingly,  the  combination  of the two  companies  is recorded as a
recapitalization  of Shop,  whereby  the  combined  assets and  liabilities  are
recorded on an historical  basis.  As neither the Company nor Shop were actively
engaged in revenue producing  activities prior to this transaction the Company's
operations have only been included since June 24, 2000.

On February 9, 1999,  Site2shop TV, Inc. entered into an agreement to merge (the
"Merger  Agreement") with Tricom Pictures and Productions,  Inc.  ("Tricom"),  a
privately held Florida  corporation,  engaged in the  marketing,  production and
distribution  of television  programming,  into a wholly-owned  subsidiary.  The
stockholders of Tricom;  three of whom are Executive Officers of the Company and
owned 71.0%  collectively of the common stock of the Company (85% of Tricom) and
five  (remaining)  stockholders  collectively  owned 5.6% of the Company (15% of
Tricom).  Under the  terms of the  Merger  Agreement,  the  Tricom  stockholders
exchanged  their  shares at a ratio of  100,000  to 1 for a total of 10  million
shares. As a result of the merger, the former Tricom stockholders owned 96.8% of
the shares of Common Stock of the Company and the  transaction  is considered to
be a reverse  acquisition  whereby  Tricom is  considered  to be the  accounting
acquirer.  As both companies were under common  control,  the combination of the
two companies is deemed to be a purchase and accounted for as an "as if" pooling
of interests,  whereby the combined  assets and  liabilities  are recorded on an
historical  basis.  The audited  Statements of Operations and Cash Flows for the
year ended December 31, 2000 and 2001  represent the combined  operations of the
Company  and Tricom  for the  respective  years then  ended.  The  Statement  of
Stockholders'  Equity for the year ended December 31, 2000 and 2001 gives effect
to the  issuance  of 10 million  shares by the Company in  conjunction  with the
acquisition of Tricom as of December 31, 1997.

On April 25, 2001 the Company  announced the corporate name change to Intermedia
Marketing Solutions, Inc. (the "Company") The objective of the name change is to
bring the Company's name more in line with its corporate  focus. The company has
developed into a vertically integrated full-service media company performing all
aspects of television production and distribution. As part of the company's name
change it also changed its trading symbol to IMMM.

The  Company's  business  is to  market  its  vendors'  products  through  (i) a
half-hour shop-at-home program and (ii) its internet websites.  Additionally the
Company produces  broadcast  quality  educational,  entertaining and informative
television programs that are distributed nationally via cable channels,  network
affiliates and independent stations nationwide.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------
A. Principles of Consolidation - The consolidated  financial  statements include
the  accounts of  Intermedia  Marketing  Solutions,  Inc.  and its  wholly-owned
subsidiaries,  Site2shop  TV,Inc.  (formerly Shop TV and  Television,  Inc.) and
Tricom Pictures and Productions,Inc.  All significant  intercompany accounts and
transactions have been eliminated in consolidation.

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

C.  Equipment  and  Leasehold  Improvements  -  Equipment  is  carried  at cost.
Depreciation and amortization are computed using the  straight-line  method over
the estimated  useful lives of the various assets.  Leasehold  improvements  are
amortized over the lesser of their estimated useful lives or the lease term.

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

Deferred revenue represents amounts which have been billed and not yet earned in
accordance  with this method.  Deferred  revenue was  $1,683,404 at December 31,
2001.  The  Company had  additional  signed  contracts  totaling  $2,640,826  at
December 31, 2001 for which performance had yet to commence.

E. Fair Value of Financial  Instruments - The carrying  amounts  reported in the
balance sheet for cash, receivables, and accounts payable approximate their fair
market value based on the short-term maturity of these instruments.

F.  Estimates - The  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles 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 financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

G. Income Taxes - Income taxes are  accounted  for under  Statement of Financial
Accounting  Standards  No.109,  "Accounting for Income Taxes," which is an asset
and liability  approach that requires the recognition of deferred tax assets and
liabilities  for the expected  future tax  consequences of events that have been
recognized in the Company's financial statements or tax returns.

H. Net  Income  per share - The  Company  has  adopted  Statement  of  Financial
Accounting  Standard No. 128,  "Earnings per Share"  specifying the computation,
presentation,  and disclosure  requirements  of earnings per share  information.
Basic  earnings per share has been  calculated  based upon the weighted  average
number of common shares outstanding.  Stock options have been excluded as common
stock equivalents in the diluted earnings per share in the event they are either
antidilutive, or their effect is not material. On February 23, 2000, the Company
affected a 1 for 10 reverse  stock split.  The  financial  statements  have been
restated to give retroactive recognition to the reverse stock split.

I. Stock Based  Compensation - The Company  accounts for stock  transactions  in
accordance with APB Opinion No. 25,  "Accounting for Stock Issued to Employees."
In  accordance  with the  Statement of Financial  Accounting  Standards No. 123,
"Accounting for Stock Based Compensation", the Company has adopted the pro forma
disclosure requirements of Statement No. 123.

J. Impairment of Long-lived  Assets - The Company reviews  long-lived assets for
impairment  whenever  circumstances  and situations change such that there is an
indication that the carrying amounts may not be recovered. At December 31, 2001,
the Company believes that there has been no impairment of its long-lived assets.

K.  Concentration of Risk - Credit losses, if any, have been provided for in the
financial statements and are based on management's  expectations.  The Company's
accounts receivable are subject to potential  concentrations of credit risk. The
Company does not believe that it is subject to any unusual or significant risks,
in the normal course of business.

L. New  Accounting  Pronouncements-  In June 2001, the FASB issued SFAS No. 141,
"Business Combination", SFAS No. 142, "Goodwill and Other Intangible Assets" and
SFAS No.  143,  "Accounting  for Asset  Retirement  Obligations",.  SFAS No. 141
requires the use of the purchase  method of accounting  and prohibits the use of
the pooling-of-interest method of accounting for business combinations initiated
after June 30,  2001.  It also  requires  that the  Company  recognize  acquired
intangible assets apart from goodwill. SFAS No.142 requires, among other things,
that  companies  no longer  amortize  goodwill,  but instead  test  goodwill for
impairment  at least  annually.  In  addition,  SFAS No. 142  requires  that the
Company identify reporting units for the purposes of assessing  potential future
impairments of goodwill,  reassess the useful lives of other existing recognized
intangible   assets,  and  cease  amortization  of  intangible  assets  with  an
indefinite  useful  life.  SFAS No. 143  establishes  accounting  standards  for
recognition  and measurement of a liability for an asset  retirement  obligation
and the associated  asset retirement cost, which will be effective for financial
statements  issued for fiscal years  beginning after June 15, 2002. The adoption
of SFAS No.  141,  SFAS  No.  142 and SFAS  No.  143 is not  expected  to have a
material effect on the Company's financial  position,  results of operations and
cash flows.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived  Assets" which basically  further  clarifies SFAS No. 121
and methods of quantifying  potential  impairments or disposal of assets as well
as the related reporting of such impairments or disposals.

In 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin
("SAB") No. 101  "Revenue  Recognition  in Financial  Statements,"  which became
effective  in the fourth  quarter of 2000.  The  adoption of SAB No. 101 did not
have a material effect on the Company's financial statements.

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--a  replacement
of FASB  Statement  No. 125" ("SFAS  140").  SFAS 140 revises the  standards for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral and requires  certain  disclosures,  but it carries over most of SFAS
125's  provisions  without  reconsideration.  This  Statement is  effective  for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after March 31, 2001. This Statement is effective for recognition and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000.

M. Barter Transactions-The  Company trades production services for advertisement
pages used in the services for their  customers.  An asset and barter revenue is
recorded  at the fair value of the  services  rendered.  Barter  revenue for the
years ended December 31, 2000 and 2001 was  approximately  $600,000 and $197,000
respectively.  The asset represents unused magazine advertisement pages totaling
$797,055 as of year ended December 31, 2001.

3.   EQUIPMENT AND LEASEHOLD IMPROVEMENTS
-----------------------------------------
     Equipment and Leasehold Improvements are as follows as of December 31,
2001:

                                                   Estimated
                                                  Useful Lives

------------
    Furniture and Fixtures .............           7 - 10 Years       $122,546
    Computer Equipment .................           5 -  7 Years        536,070
    Office Equipment ...................           5 -  7 Years        326,097
    Leasehold Improvements .............           2 -  5 Years        458,611
    Leasehold Improvements- Retail Store                4 Years         50,867
    Retail Store Equipment .............                5 Years          7,515
    Retail Store Signs .................                4 Years          4,200
    Vehicles ...........................                3 Years        242,147
    Production Equipment ...............                7 Years        610,968
                                                                      ---------
                                                                       2,359,020
    Less: Accumulated depreciation and
           amortization ................                              1,221,768
                                                                      ---------
                                                                     $ 1,137,252
                                                                     ===========
 5.   COMMON STOCK
-----------------

On  January  2,  2000,   the  Company   entered  into  a  consulting   agreement
("Agreement")  with a corporation to provide the Company financial  advisory and
marketing services in consideration of receipt by a principal of the corporation
of 25,000 shares of the Company's common stock. The term of the Agreement is the
later of one year from the date of the Agreement or the consummation of a merger
or acquisition with a candidate  introduced by the corporation,  but in no event
to exceed two years from the date of the Agreement.  The aggregate  market value
of the shares issued based on the respective dates of issuance was $45,000.

On January 2, 2000,  the Company  issued  10,000 shares of its common stock to a
corporation  to provide  employee  counseling  services to the  employees of the
Company on as needed basis for a period of one year. The aggregate  market value
of the shares issued based on the respective dates of issuance was $20,000.

On December 22, 2000,  the Company  issued 100,000 shares of its common stock to
acquire  substantially  all  of the  assets  and  certain  liabilities  of  Snow
Productions Inc. ("Snow"). The aggregate market value of the shares issued based
on the  respective  dates of issuance was  $35,000.  Snow  provides  multi-media
presentations  and  assists  major  company's  with their  yearly  events.  This
acquisition resulted in goodwill to the Company's assets of $84,663. In addition
for additional considerations the company issued 33,000 additional shares to Mr.
Snow in August of 2001.  No revenue  for Snow  productions  was  recorded by the
company in 2000. Pro-forma  information is not presented as such amounts related
to Snow were considered immaterial.

6.   INCOME TAXES
-----------------
The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109,  "Accounting  for Income Taxes ("SFAS  No.109").  SFAS No.109
requires the  recognition  of deferred tax assets and  liabilities  for both the
expected impact of differences between the financial statements and tax basis of
assets and  liabilities,  and for the expected  future tax benefit to be derived
from tax loss and tax credit  carryforwards.  SFAS No. 109 additionally requires
the  establishment  of a  valuation  allowance  to  reflect  the  likelihood  of
realization of deferred tax assets.

                                                  Year Ended December 31,
                                                 ------------------------
                                                      2000            2001
                                                  -----------    -------------

 Income taxes computed at statutory rate ..        $ 786,334        75,376
 Effect of permanent differences ..........           75,000        50,000
                                                    --------      --------
 Provision for income taxes-deferred ......        $ 861,334      $125,376
                                                    ========      ========


Deferred  income  taxes are the  result of  temporary  differences  between  the
carrying  amounts of assets and  liabilities  relating to  contracts  to produce
television  programs where the  percentage of completion  method is utilized for
financial reporting purposes and the "completed  contract" method where revenues
and expenses are recognized upon  completion of the television  programs is used
for income tax  reporting.  The  following  table  sets forth the  component  of
deferred tax liabilities as of December 31, 2001:

 Deferred tax revenue......................           $  3,062,400
 Production costs in progress .............             (1,265,600)
 Other.....................................                186,685
                                                       ------------
    Total .................................           $  1,983,485
                                                       ============

7.   COMMITMENTS
----------------

A.  Operating  Leases - The  Company  leases its  offices  and  warehouse  under
non-cancellable  operating leases. In addition the company has an operting lease
for $14,452 per month which is for production equipment. At the end of the lease
the Company has a fair market value option to purchase the equipment. All leases
have options to renew ranging from a month-to-month basis up to five years. Rent
expense  for the years  ended  December  31,  2001,  and 2000 was  $554,158  and
$253,639.

The  leases expire through October 2006. Minimum rental commitments are as
     follows:
                                 Minimum
     Year                        Rental
     ----                        -------
     2002                      $ 636,922
     2003                      $ 563,797
     2004                      $ 492,915
     2005                      $ 362,531
     2006                      $ 126,599

B.  Employment  Agreements - the Company has employment  agreements with two key
executive  officers.  The agreements continue for approximately two years ending
June 2001 requiring  minimum annual  aggregate  salaries of $650,000 and provide
for severance payments under certain  circumstances.  The agreements provide the
officers with certain  additional  rights after a change of control (as defined)
of the Company occurs.  Additionally,  certain officers received signing bonuses
as part of these  agreements and all officers are entitled to monthly bonuses at
the discretion of the Company's  Compensation Committee of which these three key
executive officers are members thereof.

C.  Contingencies  - the Company is a defendant  in various  lawsuits and claims
which in the aggregate seek general and punitive damages approximating  $50,000;
these matters arise out of the normal course of business. The Company intends to
vigorously  defend itself in these actions,  and in any event,  does not believe
these actions singularly or combined would have a material adverse effect on the
Company's financial statements or business operations.


8.  STOCK OPTIONS
------------------

The Company  adopted a Stock  Option Plan (the  "Plan") in  September  1998,  as
amended. The Plan is administered by a committee  ("Committee") appointed by the
Board of Directors and provides that the Committee has sole  discretion to grant
options and to establish  terms and  conditions  of each option,  subject to the
provisions of the Plan. If options  granted are "incentive  stock  options," the
exercise price of the options may not be less than 100% of the fair market value
of the  Company's  stock on the date of the grant (110% of the fair market value
if the grant is to an employee who owns more than 10% of the outstanding  common
stock). Non-statutory options may be granted under the Plan at an exercise price
of not less than 55% of fair market value of the common stock on the date of the
grant.

The  maximum  grant  term is ten  years.  The  Plan is  designed  for  officers,
directors,  and other key employees.  On April 3, 1999,  the Company's  Board of
Directors  increased  the number of shares of common stock  available for option
under the 1998  Employee  Stock  Option Plan from  3,000,000  million  shares to
5,000,000  shares. In addition,  the Company  registered the 5,000,000 shares of
common stock with the United States Securities and Exchange Commission on May 1,
1999. In April 1999, the Company issued options to purchase 50,000 shares of its
common stock to nine employees. The options vest upon 24 months of completion of
continuous  service from the date of grant and were issued at an exercise  price
of less than fair market value on the date of grant.  The  compensation  expense
recorded on the date of grant  totaled  $68,750.  All other option  grants since
inception of the Plan were at fair market value as of the date of the grant.  As
of December 31, 2000, 2,363,220 options have been granted at prices ranging from
$0.8125 to $35.60 per share and no options have been  exercised.  As of December
31, 2001,  2,521,500  additional options have been granted at prices of $.50 per
share and no  options  have been  exercised.  There  have been  475,405  options
forfeited since inception of the Plan as a result of employee terminations.

For  disclosure  purposes the fair value of each stock option grant is estimated
on the date of grant  using  the  Black-Scholes  option-pricing  model  with the
following weighted-average assumptions used for stock options granted during the
year ended December 31, 2001: annual dividends of $0.00,  expected volatility of
154%,  risk-free  interest  rate of 4.75 % and expected  life of 4 years for all
grants. The weighted-average fair values of the stock options granted during the
year ended December 31, 2000 was $1.31.  The assumptions  used for stock options
granted  during the year ended  December  31, 2000:  annual  dividends of $0.00,
expected  volatility of 50%,  risk-free interest rate of 6.0 % and expected life
of 5 years for all grants

If the Company  recognized  compensation cost for the employee stock option plan
in  accordance  with SFAS No. 123, the Company's pro forma net income (loss) and
net income (loss) per share - basic and diluted would have been ($2,011,000) and
($0.16) in 2001 and $1,155,457 and $0.09 in 2000.

The  following  table  summarizes  the  changes in options  outstanding  and the
related price ranges for shares of the Company's common stock:





                             Number of        Price per Share   Number of Shares
                               Shares              Range            Exercisable
                             -----------    --------------------- --------------
Outstanding,December 31, 1999  2,363,220       $0.8125 -   $35.60     2,363,220

Granted ...................... 2,521,500       $0.50 -     $0.50        --
Exercised ....................   --
Canceled .....................   (19,500)     $0.8125 -    $2.375        --
                                          -----------                  -------
Outstanding, December 31, 2000 4,865,220       $0.50 -    $35.60      2,363,220

Granted ......................    --             --          --          --
Exercised ....................    --
Canceled .....................  (455,905)      $0.50 -    $2.375         --
                               -----------                              -------
Outstanding, December 31, 2001 4,409,315       $0.50 -    $35.60      2,363,220


9. LINES OF CREDIT
---------------------

On July 19, 2001 the Company  obtained a revolving  line of credit with  Merrill
Lynch Business  Financial  Services,  Inc. Terms of the line include an interest
rate equal to the One-Month  LIBOR rate plus 3.4%, as of March 31, 2002 the rate
would be 5.94%.  The total facility was initially for $750,000 and has a term of
one year.  On November 11, 2001 the  available  facility was  increased to $1.25
million.  As of December 31, 2001 there was $963,642  outstanding on the line of
credit.  The  line of  credit  will be used for  working  capital  needs  and is
collateralized  by  the  assets  of the  business.  As of  March  26,  2002  the
outstanding balance is approximately $1,150,000.  The loan is also guaranteed by
the principals of the company.

During the year ended December 31, 2000 the Company  assumed two lines of credit
as a result of the Snow  acquisition.  The lines of  credit  are with  different
financial  institutions and are not  collateralized by any assets.  The lines of
credit are payable on demand and bear  interest at the prime rate plus 4% and is
subject to annual renewal.  The total  outstanding  balance at December 31, 2001
for these lines of credit are $62,402.

<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

     None.



PART III


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

The following table sets forth the names, positions with the Company and ages of
the executive  officers and directors of the Company.  Directors will be elected
at the Company's  annual meeting of shareholders and serve for one year or until
their successors are elected. Officers are elected by the Board, and their terms
of office are, except as governed by employment  contract,  at the discretion of
the Board.

YEAR FIRST
NAME                      AGE            POSITION                     ELECTED
---------------          ----      ------------------------         ----------
Mark A. Alfieri           33       Chief Executive Officer,            1998
                                   President, Treasurer and Director
Jack A. Levine            43       Vice President, Secretary and       1998
                                   Chairman of the Board of
                                    Directors
Douglas Compbell          35       Director of Marketing and Director  2002

Brad Hacker               42       Chief Financial Officer             2001



Mr. Alfieri has served as Chief Executive Officer, President and Treasurer since
July 1998. In July 1994, Mr. Alfieri founded Alfieri  Marketing  Corporation,  a
fully integrated marketing firm and predecessor to Shop TV and Television,  Inc.
In 1991,  Mr.  Alfieri  founded  Alfieri and  Associates,  Inc., a marketing and
advertising company and the predecessor of Tricom Pictures & Productions, Inc.

Mr.  Levine has served as Vice  President and Chairman of the Board of Directors
since July 1998. Prior to such time, Mr. Levine  co-founded  Tricom Pictures and
Productions, Inc. with Mr. Alfieri in 1994 and has served as its Vice President.

Mr.  Campbell  has served as Vice  President of Sales and  Marketing  since July
1999. he was appointed  director of the company in January  2002.  Mr.  Campbell
received  a  Bachelor  of  Science  in  Business   Administration  from  Florida
International University in 1991.

Mr.  Hacker joined the Company in August 2001 as Chief  Financial  Officer after
spending  seven  years  as  Treasurer  and  CFO of  Hi-Rise  Recycling  Systems.
Previously,  he  served  as a  finance  manager  for a  leasing  company  and as
controller  for  various  divisions  of  Campbell   Taggert,   a  subsidiary  of
Anheuser-Busch. He graduated with a BBA from the University of Texas in 1981. He
is a CPA.

Mr. Eric Warm had served as Chief Operating Officer and Director since July 1999
until resigning in January of 2002.  Mr.Warm,  resigned for personal reasons his
employment  with the company and all duties  affiliated  with his position.  Mr.
Warm, resigned effective January 25, 2002.

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

The  following  table  sets  forth the cash and other  compensation  paid by the
Company to its Chief Executive Officer and to each of the executive  officers of
the Company who received annual compensation in excess of $100,000 for the years
ended December 31, 2001 and 2000

                                 SUMMARY COMPENSATION TABLE
NAME AND                                                              OTHER
PRINCIPAL                                                            ANNUAL
POSITION        YEAR         SALARY            BONUS               COMPENSATION
-------------- -------      --------        ------------           ------------

Mark Alfieri,
Chief Executive
Officer           2001   $325,000        $75,000              $28,906  (1)
                  2000   $325,000       $636,035              $28,906  (1)
Jack Levine,
Vice President    2001   $325,000        $75,000              $28,906  (1)
                  2000   $325,000       $636,035              $28,906 (1)

Eric Warm
Chief Operating   2001   $200,000         $-0-              $ 6,000 (2)
Officer           2000   $200,000        $307,972           $ 6,000 (2)

Douglas Campbell
Director of Sales 2001   $144,754          $-0-              $ -0-
and Marketing     2000   $145,980          $-0-              $ -0-



----------

(1) Represent health and welfare benefits of $6,822 and auto lease payments and
    related costs of $22,084.
(2) Represents auto lease payments and related costs.


OPTION HOLDINGS

The following table sets forth  information with respect to the grant of options
to purchase  shares of common stock during the calendar years ended December 31,
2000 ("2000") and 2001 ("2001") to each person named in the Summary Compensation
Table.

                           NUMBER OF     % OF TOTAL
                           SECURITIES    OPTIONS/SARS     EXERCISE
                           UNDERLYING      GRANTED TO      OR BASE
                          OPTIONS/SARS   EMPLOYEES IN      PRICE       EXPIR.
   NAME         PERIOD    GRANTED(#)(1)     PERIOD        ($/SHARE)     DATE
----------      ------   --------------  ------------   -----------  ----------

Mark Alfieri    2001        -0-           -0-                -0-
                2000      900,000         37.5              $.50       (2)

Jack Levine     2001        -0-           -0-                 -0-
                2000       900,000        37.5               $.50       (2)

Eric Warm       2001        -0-           -0-                 -0-
                2000      264,500         11.3               $.50       (2)

Doug Campbell   2001        -0-           -0-                   -0-
                2000      10,000           0.1                 $.50       (2)


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

(1) None of the above parties has exercised any of their options as of
    December 31, 2001. The 2000 grant vested on December 25, 2002, one year the
date of grant. There are no other conditions of vesting.

(2) The 2000 grants expire on December 22, 2005.


AGGREGATED FISCAL YEAR END OPTION VALUE TABLE

The  following  table  sets forth  certain  information  concerning  unexercised
options held by the named  Executive  Officers as of December 31, 2001. No stock
options were  exercised by the named  Executive  Officers  during the year ended
December 31, 2001. No stock appreciation rights were granted or are outstanding.

               Number of Unexercised Options   Value of Unexercised in the Money
                Held at December 31, 2001       Options at December 31, 2001 (1)
               -----------------------------   ---------------------------------
Name              Exercisable   Unexercisable       Exercisable   Unexercisable
-------------      -----------   -------------       -----------   -------------
Mark Alfieri        895,775        900,000             $ ----      $ ----
Jack Levine         895,775        900,000                 $ ----      $ ----
Eric Warm           130,190        411,465             $ ----      $ ----
Doug Campbell         5,000         10,000             $ ----      $ ----


(1) Dollar values are calculated based on the difference  between the respective
option exercise price and $.25, the closing price of the Company's  Common Stock
on December 31, 2001, as reported by the NASDQ OTC Bulletin Board.


EMPLOYMENT AGREEMENTS

Mark Alfieri,  President and CEO. On June 29, 1998,  the Company  entered into a
three-year  employment  agreement (the "Agreement") with Mr. Alfieri whereby Mr.
Alfieri  will  serve as  President  and a member of the Board of  Directors  and
received a signing  bonus of  $125,000.  The  Agreement  called for annual  base
compensation  of  $450,000 in 1998 and  $250,000  in 1999 and 2000 with  bonuses
based  upon the  Company  earning a minimum  net  income of  $250,000  and bonus
payments ranging from $50,000 to $125,000  predicated on net income ranging from
$250,001 to $500,000 for 1998 and 2000. Bonus payments for 2000 would range from
$50,000 to  $125,000  predicated  on Company  earning net income  (after  bonus)
ranging from $500,001 to $750,000.  Additionally,  the Agreement  provides for a
monthly auto allowance of $1,200 plus insurance and maintenance. Effective April
1, 2000,  the Company and Mr.  Alfieri  mutually  modified the  Agreement,  as a
result of the acquisition of Tricom Pictures and  Productions,  Inc. (See Part I
Item 1. - Business),  whereby the annual compensation was raised to $325,000 and
bonuses are to be paid monthly at the discretion of the  Compensation  Committee
of which Mr. Alfieri is a member.  The Agreement is automatically  renewable for
successive  one-year terms unless the parties mutually agree in writing to alter
the terms or one or both of the parties  exercises  their right,  in  accordance
with the terms of the Agreement, to terminate the Agreement.

Jack  Levine,  Vice  President.  On June 29,  1998,  the Company  entered into a
three-year  employment  agreement (the  "Agreement") with Mr. Levine whereby Mr.
Levine will serve as Vice  President  and a member of the Board of Directors and
received a signing  bonus of  $125,000.  The  Agreement  called for annual  base
compensation  of  $450,000 in 1998 and  $250,000  in 2000 and 2001 with  bonuses
based  upon the  Company  earning a minimum  net  income of  $250,000  and bonus
payments ranging from $50,000 to $125,000  predicated on net income ranging from
$250,001 to $500,000 for 2000 and 2001. Bonus payments for 2000 would range from
$50,000 to  $125,000  predicated  on Company  earning net income  (after  bonus)
ranging from $500,001 to $750,000.  Additionally,  the Agreement  provides for a
monthly auto allowance of $1,200 plus insurance and maintenance. Effective April
1, 1999, the Company and Mr. Levine mutually modified the Agreement, as a result
of the acquisition of Tricom Pictures and Productions,  Inc. (See Part I Item 1.
- Business),  whereby the annual compensation was raised to $325,000 and bonuses
are to be paid monthly at the discretion of the Compensation  Committee of which
Mr. Levine is a member. The Agreement is automatically  renewable for successive
one-year  terms unless the parties  mutually agree in writing to alter the terms
or one or both of the parties  exercises  their right,  in  accordance  with the
terms of the Agreement, to terminate the Agreement.

1999 AMENDED STOCK OPTION PLAN

On September 10, 1998 the Board of Directors  adopted the  Company's  2000 Stock
Option Plan (the "Plan").  On December 1, 2000,  the Plan was amended by Consent
of the Board of Directors  and Majority  Shareholders  to increase the number of
shares of common stock which may be  purchased  by option (the "Plan  Option" as
hereinafter  defined),  from  1,500,000  to  3,000,000.  On April 3,  2001,  the
Company's  Board of  Directors  increased  the number of shares of common  stock
available  for option under the 1998 Employee  Stock Option Plan from  3,000,000
million  shares to 5,000,000  shares.  In addition,  the Company  registered the
5,000,000 shares of common stock with the United States  Securities and Exchange
Commission on May 1, 2001.

The Company believes the Plan will foster an increase in proprietary interest in
the Company by its directors,  officers,  employees and  consultants,  and align
more closely their  interests with the interests of the Company's  shareholders.
The Plan will also aid the Company in  attracting  and retaining the services of
experienced  and highly  qualified  employees  and  professionals.  The Board of
Directors  or a Committee of the Board of Directors  (the  "Committee"),  of the
Company,  will  administer  the Plan which  includes,  without  limitation,  the
selection of the person(s) who will be granted Plan Options under the Plan,  the
type of Plan  Options to be granted,  the number of shares  subject to each Plan
Option and the Plan Option price.

Plan  Options  granted  under  the Plan may  either  be  options  qualifying  as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and to receive a new Plan Option to purchase  shares of
Common  Stock  equal in number to the  tendered  shares.  Any  Incentive  Option
granted under the Plan must provide for an exercise  price of not less than 100%
of the fair market  value (as defined) of the  underlying  shares on the date of
such  grant,  but the  exercise  price of any  Incentive  Option  granted  to an
eligible employee owning 10% of the Company's Common Stock must be at least 110%
of such fair market value as  determined  on the date of the grant.  The term of
each Plan Option and the manner in which it may be  exercised is  determined  by
the Board of Directors  or the  Committee,  provided  that no Plan Option may be
exercisable more than 10 years after the date of its grant and in the case of an
Incentive  Option  granted to an eligible  employee  owning more than 10% of the
Company's Common Stock, no more than five years after the date of the grant. The
exercise  price of  Non-Qualified  Options  shall be  determined by the Board of
Directors or the Committee.

The per share purchase price of shares subject to the Plan Options granted under
the Plan may be  adjusted  in the  event of  certain  changes  in the  Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options  granted under the Plan.
Officers,  directors,  key  employees  and  consultants  of the  Company and its
subsidiaries will be eligible to receive  Non-Qualified  Options under the Plan.
Only officers,  directors,  and employees of the Company who are employed by the
Company or by any subsidiary thereof are eligible to receive Incentive Options.

All Plan Options are non-assignable and  non-transferable,  except by will or by
the laws of descent and distribution,  during the lifetime of the optionee,  and
may  be  exercised  only  by  such  optionee.  If an  optionee's  employment  is
terminated  for any reason (other than death or disability  or  termination  for
cause),  or if an  optionee is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a Director is terminated for
any reason  (other than death or  disability),  the Plan  Option  granted to him
shall lapse to the extent  unexercised on the earlier of the expiration  date or
30 days following the date of his  termination.  If the optionee dies during the
term of his employment, the Plan Option granted to him shall lapse to the extent
unexercised on the earlier of the expiration date of the Plan Option or the date
one  year  following  the  date of the  optionee's  death.  If the  optionee  is
permanently and totally  disabled within the meaning of Section 22(c) (3) of the
Internal  Revenue  Code of 1986,  the Plan  Option  granted to him lapses to the
extent  unexercised on the earlier of the  expiration  date of the option or one
year following the date of such disability.

The Board of Directors or the Committee may amend, suspend or terminate the Plan
at any time,  except that no  amendment  shall be made which (i)  increases  the
total number of shares subject to the Plan or changes the minimum purchase price
therefor  (except in either case in the event of  adjustments  due to changes in
the  Company's  capitalization),  (ii) affects  outstanding  Plan Options or any
exercise right there under, (iii) extends the term of any Plan Option beyond ten
years, or (iv) extends the termination  date of the Plan.  Unless the Plan shall
theretofore  have been  suspended or terminated  by the Board of Directors,  the
Plan  shall  terminate  approximately  10  years  from  the  date of the  Plan's
adoption.  Any such termination of the Plan shall not affect the validity of any
Plan Options previously granted there under.

As of December 31, 2001,  4,409,315 Plan Options are outstanding pursuant to the
Plan.  The  following  table  summarizes  the status of the  Options  issued and
outstanding:


                            Number of Securities    Exercise Price   Expiration
Date of Grant                  Underlying Options      Per Share        Date
-----------------          ----------------------   -------------- ------------

Balance at December 31, 1998   155,905
Apr.  1, 1999   (1)            800,000                $  2.375     Mar. 31, 2004
Apr.  1, 1999   (3)             50,000                $  1.00      Mar. 31, 2004
Oct. 10, 1999   (3)            247,000                $  0.8125    Oct.  9, 2004
Oct. 10, 1999   (3)          1,119,635                $  0.89375   Oct.  9, 2004
Forfeitures     (2) (4)         (9,320)                    (5)           (5)
                               -----------
Balance at December 31, 1999 2,363,220
Granted .................... 2,521,500                    $.50     Dec. 22, 2005
Forfeitures     (2) (4)        (19,500)                  (5)             (5)

                              -----------
Outstanding, December 31, 2000    4,865,220  (5)      $0.5000 -   $35.60
 Forfeitures     (2) (4)           (455,905)              (5)             (5)
                               ===========
Outstanding, December 31, 2001  4,409,315
Notes:
(1)  All options vest upon date of grant.

(2)  All options expired as a result of grantee's termination of employment.

(3)  All options vest upon completion of 24 months of employment from date of
     grant.

(4)  3,000 options expired from the second April 1, 2000 grant and 5,000 options

          from the first October 10, 2000 grant.

(5)  As of December 31, 2001, 954,585 options had vested, none of which were
     exercised. The remaining 3,963,635 options outstanding as of December 31,
     2001 had not vested nor were exercised.


EXECUTIVE BONUS PLAN

In conjunction with the acquisition of Tricom,  the Company's Board of Directors
("Board")  formed the Compensation  Committee  ("Committee") on April 1, 1999 to
reward executive  officers and other key employees based upon the performance of
the Company and such  individuals.  Under the Plan,  the Committee may recommend
subject to the Board's  approval  bonuses  from time to time.  The  Committee is
comprised of Messrs. Alfieri and Levin and Mr. A. Wayne Gill, a principal of the
law firm Gill & Associates,  P.A. who performs  legal  services on behalf of the
Company.  Mr Gill  received  5,000  shares of Common  Stock of the  Company  and
$32,000 of fees in  connection  with legal  services  rendered  on behalf of the
Company in the year ended December 31, 1999.  Mr. Gill received no  compensation
for his  services as a member of  Compensation  Committee.  Messrs.  Alfieri and
Levine are also members of the Board.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

The  following  table sets forth  certain  information  regarding  the Company's
Common  Stock  beneficially  owned on March 23, 2002,  for (i) each  shareholder
known by the Company to be the beneficial  owner of five (5%) percent or more of
the Company's  outstanding  Common Stock,  (ii) each of the Company's  executive
officers and directors, and (iii) all executive officers as a group. In general,
a person is deemed to be a  "beneficial  owner" of a security if that person has
or shares the power to vote or direct the voting of such security,  or the power
to dispose of or to direct the  disposition of such  security.  A person is also
deemed to be a beneficial  owner of any  securities  to which the person has the
right to acquire beneficial ownership within sixty (60) days. At March 23, 2001,
there were 12,647,702 Shares ("Shares") of the Company's Common Stock, par value
$.001 (the "Common Stock") outstanding.

Name and Address of       Number of Shares of Common           Percentage of
Beneficial Owner (1)       Stock Beneficially Owned         Beneficial Ownership
----------------------    -------------------------        ---------------------

Mark Alfieri                      5,952,855 (2)                   37.7%
Jack Alan Levine                  5,957,300 (3)                   37.7%
Douglas Campbell                   526,250                       4.2%
Brad Hacker                          80,000(5)                     0.5%
All Executive Officers and
Directors as a Group (4 persons) 12,516,405 (2)(3)(4)(5)           87.9%

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

(1) Unless  otherwise  indicated,  the address of each of the listed  beneficial
owners identified is 2001 West Sample Road, Pompano Beach, Florida 33064.

(2) Mr. Alfieri is Chief Executive Officer, Director, President and Treasurer of
the  Company.  Includes  options to  purchase  61,905  shares at $1.00 per share
through December 21, 2003,  348,000 shares at $2.375 per share through March 31,
2004,  486,300 shares at $0.89375 per share through October 9, 2004, and 900,000
shares at $.50 per share through  December 22, 2005.  Includes  3,702,500 shares
held by the Alfieri-Eade  Family Limited  Partnership #1 of which Mr. Alfieri is
the general partner.

(3) Mr.  Levine  is  Chairman  of the Board of  Directors,  Vice  President  and
Secretary of the Company.  Includes  options to purchase  61,905 shares at $1.00
per share through December 21, 2003,  348,000 shares at $2.375 per share through
March 31, 2004,  485,870  shares at $0.89375 per share through  October 9, 2004,
and  900,000  shares at $.50 per  share  through  December  22,  2005.  Includes
3,702,500  shares held by the Jack Alan Levine Family Limited  Partnership #1 of
which Mr. Levine is the general partner.

(4) Mr.  Campbell is Director of Marketing of the Company.  Includes  options to
purchase  15,000  shares at $1.00 per share  through  December 21, 2003,  15,000
shares at $2.375 per share through March 31, 2004, 10,000 shares at $0.89375 per
share  through  October 9, 2004,  and 900,000  shares at $.50 per share  through
December 22, 2005. Includes options to purchase 75,000 shares at $1.31 per share
through August 22, 2005 and 5,000 shares at $0.50 per share through December 22,
2005.

(5) Mr. Hacker is Chief Financial  Officer of the Company.  Includes  options to
purchase  75,000  shares at $1.31 per share  through  August 22,  2005 and 5,000
shares at $0.50 per share through December 22, 2005.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
On September 1, 1999, the Company entered into a master lease agreement to lease
$276,000 of television  production,  transportation  and office equipment with a
corporation owned by two executive officers (Messrs.  Alfieri and Levine) of the
Company. The terms of the debt require monthly payments of $21,910 (inclusive of
principal, interest, at 13.55% per annum, and sales tax) commencing on September
1, 2000 and for eleven months  thereafter.  The Company has the option to prepay
the  purchase of the  equipment at its fair market value deemed to be 10% of the
cost of the  equipment  ($27,000).  The  Company  exercised  its  option  at the
inception of the lease.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
-------------------------------------------

(a)  There was a report on Form 8-K filed by the Company during the month of
     January 31, 2002.

(b)  Exhibits

     Exhibit
      Number                       Description
     -------          --------------------------------------------
       2     *     Agreement and Plan of Reorganization *
       2.1   *     Merger Agreement of February 9, 2000 *
       3.1   *     Articles of Incorporation *
       3.1.2 *     Certificate of Amendment of Articles of
                   Incorporation dated August 16, 1996 *
       3.1.3 *     Certificate of Amendment of Articles of
                   Incorporation dated June 25, 1998 *
       3.1.4 *     Certificate of Amendment of Articles of
                   Incorporation dated February 9, 2000 *
      10.2   *     Executive Employment Agreement dated June 29,
                   1998 between Registrant and Mark Alfieri *
      10.3   *     Executive Employment Agreement dated June 29,
                   1998 between Registrant and Jack Levine *
      10.4   *     Executive Employment Agreement dated
                   August 18, 1998 between Registrant and
                   Eric Warm *
      10.5   *     bid4it tm Seller Agreement *
      10.6   *     Yahoo! Shopping Insertion Order *
      21     *     Subsidiaries of Registrant *
      24           Consent of Independent Accountants-Feldman,Sherb and Co. P.C.
      99     *     Shop T.V., Inc. 1999 Stock Option Plan *
      99.1   *     Promissory Note of February 1, 2000 between
                   Registrant and Legal Street Enterprises, Inc. *

      ------------------------
      *  Exhibits have been previously filed with Registrant's Form 10-SB
         General Form for Registration and Amendments thereto.


<PAGE>



                         SIGNATURES

IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                        INTERMEDIA MARKETING SOLUTIONS, INC.
                                               (Registrant)

                                       By:  /s/ MARK ALFIERI
                                           -----------------
                                                MARK ALFIERI
                                         CHIEF EXECUTIVE OFFICER

March 23, 2002

IN ACCORDANCE WITH THE SECURITEIS EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN
SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES AND ON THE DATES INDICATED.

/s/ MARK ALFIERI              Principal Chief Executive Officer   March 28, 2002
----------------                and Director
    MARK ALFIERI

/s/ JACK LEVINE                Chairman of the Board and          March 28, 2002
---------------                          Secretary
    JACK LEVINE

/s/ DOUG CAMPBELL               Director of Sales and Marketing   March 28, 2002
and Director
----------------
    DOUG CAMPBELL


/s/ BRAD HACKER               Principal Chief Financial Officer   March 28, 2002
----------------
    BRAD HACKER