U.S. Securities and Exchange Commission
                           Washington, D. C.  20549

                                 Form 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [NO FEE REQUIRED]

                 For the fiscal year ended: February 28, 2001

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission File No.  000-29019

                   INTERACTIVE MARKETING TECHNOLOGY, INC.
            (Exact Name of Registrant as Specified in its Charter)

NEVADA                                             22-3617931
(State of incorporation)               (I.R.S.  Employer Identification No.)

3575 Cahuenga Boulevard West, Suite 390, Hollywood, California      90068
(Address of principal executive offices)                         (Zip code)

Issuer's telephone number, including area code: (323) 874-4484

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exhange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X    No

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.   [  ]

State issuer's revenue for its most recent fiscal year $3,000,000.

As of May 11, 2001 the registrant had 15,873,667 shares of common stock
outstanding.  The aggregate market value of the voting stock held by
non-affiliates as of that date was $676,730.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes     No X


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                              Table of Contents

                                    PART I

Item 1:  Description of Business............................................ 3
Item 2:  Description of Property............................................ 9
Item 3:  Legal Proceedings.................................................. 9
Item 4:  Submission of Matters to a Vote of Security Holders................ 9

                                   PART II

Item 5: Market for Common Equity and Related Stockholder Matters............ 9
Item 6: Management's Discussion and Analysis or Plan of Operations..........12
Item 7: Financial Statements................................................15
Item 8: Changes in Accountants..............................................15

                                   PART III

Item 9:  Directors, Executive Officers, Promoters, and Control Persons,
          and Compliance With Section 16(a) of the Exchange Act.............16
Item 10: Executive Compensation.............................................17
Item 11: Security Ownership of Certain Beneficial Owners and Management.....18
Item 12: Certain Relationships and Related Transactions.....................19
Item 13: Exhibits and Reports on Form 8-K.................................. 19



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                          FORWARD LOOKING STATEMENTS

      In this report references to "Interactive Marketing," "we," "us," and
"our" refer to Interactive Marketing Technology, Inc.

      This annual report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Interactive Marketing's control.  These factors include but are not limited to
economic conditions generally and in the industries in which Interactive
Marketing may participate; competition within Interactive Marketing's chosen
industry, including competition from much larger competitors; technological
advances and failure by Interactive Marketing to successfully develop business
relationships.


                                    PART I

                       ITEM 1: DESCRIPTION OF BUSINESS

Historical Development

     We were incorporated in the state of Nevada as Shur De Cor, Inc. on
August 14, 1987.  By 1999 Shur De Cor was a public company with no operations
searching for a business opportunity.  Shur De Cor merged with Interactive
Marketing Technology, Inc., a New Jersey corporation ("Interactive New
Jersey"), in an arm's length transaction in March of 1999.  Interactive New
Jersey was engaged in the business of direct marketing of consumer products
and desired to become a public company.

     Shur De Cor was the surviving corporation and, for legal purposes,
changed its name to Interactive Marketing Technology, Inc.  Shur De Cor's
management resigned and the management of Interactive New Jersey filled the
vacancies.  Also, the former shareholders of Interactive New Jersey obtained
50% of our total voting power at that time.  (See, "Part II, Item 6:
Management's Discussion and Analysis -  Reverse Merger Treatment," below.)

      We have a wholly owned subsidiary called IMT's Plumber, Inc., which is a
New Jersey corporation.  IMT's Plumber was formed on February 4, 1999 to be a
member of the Plumber's Secret, L.L.C., a New Jersey limited liability
company.  We assigned our exclusive rights to a product called The Plumbers
Secret to IMT's Plumber, Inc. in June 1998 and The Plumbers Secret LLC was
formed to market that product.  IMT's Plumber is a 50.01% member of The
Plumber's Secret, L.L.C. with Vila Enterprises, L.L.C., an entity formed by
Bob Vila, a popular home-improvement expert, as the other member.  The
Plumber's Secret, L.L.C. operating agreement provides that all day-to-day
management decisions of The Plumber's Secret L.L.C. are to be made by IMT's
Plumber, Inc.  During fiscal year 2001we discontinued the Plumbers Secret
product line.

      Business

      Interactive Marketing is engaged in the direct marketing and retail of
proprietary consumer products in the United States and worldwide.  We
facilitate the design and manufacture of products and develop market
strategies for such products.  Our goal is to generate awareness of new and
better products for the home and family and we intend to develop consumer
brand recognition of our products in the marketplace.  When appropriate, we
may contract with well-known personalities to serve as spokespersons for a
product to increase that product's credibility and marketability. We manage
all phases of our direct marketing programs and retail marketing for the
products we


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sell, including:

     .     Product selection, testing and development
     .     Securing all necessary or appropriate rights to the product
     .     Supervision of the manufacturing process, quality control and
             packaging
     .     Production and broadcast of infomercials and commercials
     .     In-bound telemarketing, order fulfillment and customer service
     .     Print advertisements

     Interactive Marketing searches out independent third parties who have
invented or patented a product that we believe can be marketed to the public
or we may invent or patent a product.  We attempt to develop new product ideas
from a variety of sources including inventors, suppliers, trade shows,
industry conferences and strategic alliances with manufacturing and consumer
product companies.  Initially, we evaluate whether the product is commercially
viable by assessing the suitability of a product for television demonstration
and explanation, the perceived value of the product to the consumer, the
ability to obtain an adequate supply of the product and the estimated
profitability of the product.

     Once we conclude that the product will be commercially viable we attempt
to obtain the rights to the product.  We then negotiate licensing arrangements
with the third parties that own the patent or the rights to the product.
Generally, these licensing arrangements involve a combination of up-front
advances and/or royalties payable based upon sales or profits of the product.
We ordinarily seek exclusive worldwide rights to sell and to use all means of
distribution.  However, we may be unsuccessful in obtaining such broad rights
and may acquire only limited rights.  We have negotiated licenses and
marketing agreements for several products.  (See, "Principal Products,"
below).

     Once we have obtained the rights to market a product we may decide to
enhance the product to increase its marketability by changing the product
itself or altering its trade name, packaging, etc.  Depending on the product,
we may place an order with a third-party vendor to manufacture between 15,000
and 35,000 units.  That amount is typically allocated for direct response
television sales only.  Prior to marketing a product for domestic retail we
place another order with the manufacturer to cover the anticipated sales to
the retail market.  We use this procedure to ensure we and our retailers have
enough lead-time to fill the demands for our products.

     During fiscal year 2001 we did not expend any funds for research and
development for proprietary formulation.  During the 2000 fiscal year we spent
$5,700 for research and development.  We expect to market products for home
and business related to fitness, nutrition, tools, health care, golf, fishing
and books.

Principal Products

     During the fiscal year ended February 28, 2001, we planned to launch four
to five new products; however, we have lacked adequate funding to complete
development of the products.  In the third quarter of fiscal year 2001,
management decided to discontinue marketing of the Plumbers Secret product
line in order to focus our efforts on new products we expected to launch.  We
remain in the development stage for the following products, and have generated
$104,105 revenues from product sales for the 2001 fiscal year.  The following
discussions involve forward looking statements regarding these products that
involve substantial risks and uncertainties.  We cannot assure that we will be
able to finalize licensing or marketing agreements for these products, or that
we will be able to finance the production of the products, or that the
products will prove to be marketable or successful.

     Strike Jacket EFL.  The EFL Fishing Lure is a patented latex plastic in
the shape of a fish and when the EFL Fishing Lure is put over a crank bait the
bait feels like a fish and moves like a fish. This product was developed by
screen and television star, Christopher Atkins, with the help of Hollywood
special effects artists.  We were granted a license to manufacture and market
this product in December 1999.  During fiscal year 2001 we expended $139,166
on this product and have completed production of an infomercial and have
started the manufacture of this

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product.  We expect to begin the marketing of this product within the next
fiscal year.

     Wonder Wrench.  In January of 2000 we entered into a sales and
distribution agreement with Lacrex SA of Switzerland which granted us the
exclusive North America rights to market the Lacrex Universal Wrench. This
wrench can loosen a range of nuts and bolts and can take the place of a full
set of wrenches at a fraction of the cost.  The head of the wrench has a range
of 180 degrees giving it the ability to get into difficult locations.  We have
completed a two-minute spot for this product and intend to solicit
distribution agreements with direct response television programs, such as, QVC
and Home Shopping Network.  Pursuant to our agreement with Lacrex we are
obligated to purchase 300,000 units at $5.00 per unit during the first year
and as of February 28, 2001 we have purchased 25,000 units of this product.

     Prime Healthcare Benefits Plan.  This plan is designed to save
subscribers anywhere from 10-60% in the areas of prescriptions, vision,
hearing, dental, chiropractic and medical services.  We have arranged for
Discount Development Services, L.L.C., an Illinois limited liability company,
to administer the Healthcare Plan while we promote and enroll members in the
plan.  Our targeted market is the over forty-five million Americans who do not
have any health coverage whatsoever along with the millions whose insurance do
not cover these crucial areas.  The Prime Healthcare Benefits Plan is not
insurance so everyone is eligible to enjoy the savings.  One membership is
good for the entire family.  This is a continuity program and we believe that
we will have a 60-70% retention factor for at least two years.  We intend to
use a two-minute spot to market this program and are currently investigating
financing for the marketing of this plan.  As of the date of this filing we
have not entered into any understanding or agreement with any person, or
persons, related to the financing of this project.

     Lost Beatles Archive ("Beatles Book").  In September 2000 we acquired the
exclusive worldwide distribution rights to five hundred photo negatives of the
Beatles that were recently discovered in a London attic.  One hundred of these
negatives have already been put together in the form of a cocktail table book
entitled, Days In The Life, The Lost Beatles Archives.  We expect to solicit
distribution agreements for this product with direct response television
programs, such as, QVC and Home Shopping Network.

     Tom House Physical Fitness.  In December of 1999 Interactive Marketing
and Tom House signed a letter of intent to market  Dr. House's fitness
products.  Tom House is a retired major-league pitcher who has a Ph.D. in
psychology and a consultant, performance analyst and sports psychologist, as
well as a trainer of elite athletes. We anticipate that the Tom House Physical
Fitness products will include training equipment that weighs less than one
pound, training tapes and nutritional supplements which will provide body
development necessary for a person's needs whether at home, the office or
while traveling.   We hope to develop a specific fitness product for a full
body workout; however, the development of the nutritional supplements has been
delayed.

     Jewelry Line.  We are developing a line of jewelry which uses a man-made
stone called moissanite.  Moissanite looks like a diamond and cannot be
discerned from a diamond when a thermal test is administered to the stone.  We
anticipate a line of seventeen different designs incorporating the moissanite
stones, which we hope to market on direct response television.

Sales and Marketing

     Once we obtain the rights to market a product, we develop what we believe
will be the most effective marketing strategy.  Strategies may include one or
more of the following:

     .     Direct response television (transactional television programming
           known as infomercials)
     .     Spot buying (30 seconds to two minute commercial spots)
     .     Catalogs
     .     Direct mail
     .     Direct response print ads
     .     Television home-shopping programs


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     .     Credit card statement inserts
     .     Membership programs
     .     Internet marketing
     .     Retail
     .     International marketing
     .     Print advertising

     We attempt to structure a campaign for the product which most closely
suits the product, its potential consumer and the profit margins associated
with the product.  We typically require two to eight weeks to develop the best
approach for marketing a product.  During this phase, we: (1) evaluate the
suitability of the product for direct marketing and retail; (2) evaluate the
perceived value of the product to consumers; (3) determine whether an adequate
and timely supply of the product can be obtained; and (4) analyze whether the
estimated profitability of the product satisfies our criteria.

     When we decide to bring a product to market, we may arrange for the
production of a direct response television program ("infomercial") that can
provide in-depth demonstration and/or explanations of our product.  The
duration of these productions may vary from one to sixty minutes.  We attempt
to present the product in an entertaining and informative manner, and may use
a variety of program formats including live talk shows and paid live studio
audience programs.  Our infomercials are produced in-house or by independent
production companies with experience in the infomercial field.  We expect the
production of an infomercial, through editing, to take approximately from one
month up to six weeks to complete, at a cost typically ranging from
approximately $75,000 to $200,000 per infomercial.  The production of two
minute spots usually range from $25,000 to $50,000.  Additional costs may
include fees paid to hosts and spokespersons.

     Following completion of the production of an infomercial, we may test the
program in the United States in specific time slots on both national cable
networks and targeted broadcast stations.  If an infomercial achieves
acceptable results in the market tests, we generally air it on a rapidly
increasing schedule on cable networks and broadcast channels.  Acceptable
results means that we believe we will be able to sell sufficient amounts of
the product to cover the expense of production and of the media time.  During
this initial phase, we may modify the creative presentation of the infomercial
and/or the retail pricing, depending upon viewer response.  In general, we
expect to air each infomercial domestically at least four to ten months and we
continue such infomercials for longer periods of time to support retail sales.

     An important part of our ability to successfully market products is
access to media time. We do not have, and do not presently intend to have
inventories of media time or long-term contracts with suppliers of media time
for the broadcasting of infomercials.  We believe that such inventories and
long-term contracts impose a financial burden and risk which we are unwilling
to accept.  The lack of such inventories or long-term contracts causes us to
pay for media time at the prevailing rates at the time the infomercial is
aired.  However, when a product tests successfully, media time can be
purchased in bulk, which provides a 40-60% cost savings.

     Our infomercials periodically display on the television screen during the
broadcast an "800"  telephone number and our Web site,  www.shopimt.com, which
a customer can call or visit to order a product.  We contract with third-party
vendors to provide in-bound telemarketing for a fee based principally on the
number and length of telephone calls answered.  In-bound telemarketers
electronically transmit orders to our third-party vendors where the product is
packaged and shipped.  We expect the in-bound telemarketer to promote
"up-sell," which are other complementary and/or additional products related to
the product from which the inquiry is received.  Such sales efforts will be
orchestrated by our marketing personnel who will script the sales approaches
for the telemarketing personnel.

     We believe that an opportunity exists for the retailing of our consumer
products on the Internet. By directly offering products through our own Web
site, we interact with customers in real-time and are able to frequently
adjust the product mix, pricing and visual presentation.  In addition, we can
more easily obtain extensive

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demographic and behavioral data about our customers, provide them with greater
direct marketing opportunities and offer a more personalized shopping
experience.  Also, the Internet provides the convenience of home shopping and
24-hour-a-day, seven-days-a-week operation, available to any location, foreign
and domestic, that has access to the Internet.  In December of 1999 we agreed
to link our web site with Bob Vila's web site, www.BobVila.com,  which is an
interactive site specializing in home improvements.  We also intend to create
links with other web sites to promote and sell our products.

     In January 2001 we entered into an Exclusive Manufacturing & Marketing
Agreement with Thane International, Inc., a Delaware corporation.  Thane is an
international marketing firm with offices located in La Quinta, California.
We granted Thane the exclusive rights to the Strike Jacket EFL , the Prime
Healthcare Benefits Plan, the Wonder Wrench , the Drain Magic, the Lost
Beatles Archives, and a new jewelry product line. Under the agreement Thane is
obligated to fund the manufacture and marketing of the products. We agreed to
provide any infomercials, spots or support materials to Thane and we are
obligated to perfect patent applications and to defend intellectual property
rights.  Thane also has the first option to obtain exclusive rights to any
future products we develop or acquire the rights to.  Thane intends to test
market each product and in the event the product fails such market test, then
the rights to that product revert to Interactive Marketing and the terms of
the agreement no longer apply to that product.  The agreement may be extended
or terminated by mutual written agreement.

Principal Suppliers


     We rely on third party vendors and manufacturers for our products.  We
contact several vendors until we find the combination of quality manufacturing
for a reasonable price.  We regularly search for new suppliers to insure that
we and our customers are always assured the best product. We monitor the
availability of our products and promptly adjust our direct marketing campaign
if and when a product cannot be adequately supplied.  However, such adjustment
may not always be possible in the short term.  Management believes the loss of
one or more of these vendors should not result in a material adverse affect on
our operations because our policy is to use a secondary vendor for smaller
quantities which allows us to replace the primary vendor within 30-45 days.

Distribution

    We rely on third parties to distribute our products and use fulfillment
centers to handle sales from direct response television and the Internet.
Under our agreement with Thane International, it is responsible to complete
the delivery of our products.  Fulfillment centers usually receive merchandise
from manufacturers, inspect merchandise for damage or defects, store product
for later delivery, assemble the product as required, package and ship the
products and processes customer returns.  We use bulk shippers to deliver
products to customers in the United States.  In certain instances, the
manufacturer of the product ships orders directly to the customer.

     Each customer is charged a shipping and handling fee, which varies by
product. The majority of customer payments are made by credit card over the
telephone, with the remainder paid by check.  No product is shipped C.O.D. and
we will not ship a product until payment has been received and cleared.

     In addition to direct response television we rely on our management and
independent sales representatives to market our products.  During fiscal year
2001 we entered into an informal agreement with Leisure Marketing to retail
our products.  Leisure Marketing has had twenty-five years experience with
retail sales and direct response television sales.  In July of 1999 we began
development of an international retail and independent distributor network.
We rely on independent distributors to market our products in various foreign
countries.  Sales to our independent distributors are at a fixed price and all
sales are final with no guaranteed sales provisions.

Competition

     We have been in our market for a short period of time and compete
directly with many other companies, large and small, which generate revenue
from direct marketing, wholesale/retail and Internet commerce activities.

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We also compete with consumer products companies and retailers which have
substantially greater financial, marketing and other resources.  Some of these
companies presently conduct, or indicate their intent to conduct, direct
response marketing.  Products similar to our products may be sold in
department stores, pharmacies, general merchandise stores and through
magazines, newspapers, direct mail advertising catalogs and the Internet.

Major Customers

     During fiscal year 2001, we relied on two major customers, QVC and Sam's
Club, for 95% of our total Plumber's Secret sales.  Since we have discontinued
that product line the majority of our continuing sales have come from the sale
of our inventory of products to Thane International.

Trademarks, License and Intellectual Property

     We rely upon a combination of licenses, confidentiality agreements and
other contractual covenants to establish and protect development and marketing
rights for our products.  We consider trademark protection to be very
important to brand name recognition and independent distributor and consumer
loyalty to our business.  We intend to register our certain trademarks in the
United States.

     Our ability to compete effectively will depend in part on our ability to
maintain exclusive licensing and the aggressive continued development of our
products.  We can not assure that our competitors will not independently
develop or obtain products that are substantially equivalent or superior to
our products.

Government Regulations

     Various aspects of our business are subject to regulation and ongoing
review by a variety of federal, state, local and foreign government agencies.
The products we sell are subject to the evaluation by the Consumer Products
Safety Commission ("CPSC") which protects the public from unreasonable risk of
injuries and death associated with consumer products.  The advertising and
marketing of our products is regulated by the Federal Trade Commission ("FTC")
and the Federal Communications Commission, ("FCC"), which enforce consumer
protection laws in regards to truth in advertising.  When we rely on the U.S.
Mail for shipment of our products the United States Post Office regulates the
types of products and the manner in which they may be distributed to our
customers.  Each state has various comparable agencies or laws that States'
Attorneys General enforce in the areas of consumer protection.  These
statutes, rules and regulations which are applicable to our operations and to
our products are numerous, complex and subject to change.  Our international
independent distributors are subject to the laws and regulations in those
countries in which they sell or market our products.

     We have not had any action instituted by any of these regulatory agencies
or governments in regards to our products or marketing.  However, if any
significant actions are brought against us or any of our subsidiaries in
connection with a breach of such laws or regulations, including the imposition
of fines or other penalties, or against one of the entities through which we
obtain a significant portion of our media exposure, we could be materially and
adversely affected.  There can be no assurance that changes in the laws and
regulations of any state or country which forms a significant portion of our
market will not adversely affect our business or results of operations.

     We collect and remit sales tax in the states where we have a physical
presence; however, certain states in which our only activity is direct
response television and Internet marketing have attempted to require direct
marketers, such as Interactive Marketing, to collect and remit sales tax on
sales to customers residing in such states.  We are prepared to collect sales
taxes for other states if laws are passed requiring such collection.  We do
not believe that a change in the laws requiring the collection of sales taxes
will have a material adverse effect on our financial condition or results of
operations.

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Employees

     Currently we have three full-time employees and one part-time employee.
We think we have good relations with our employees and none are subject to a
collective bargaining agreement.

Reports to Security Holders.

     We are required to comply with the reporting requirements of the Exchange
Act.  We file annual, quarterly and other reports with the Securities and
Exchange Commission ("SEC").  We also are subject to the proxy solicitation
requirements of the Exchange Act and, accordingly, will furnish an annual
report with audited financial statements to our stockholders.  Copies of these
materials that we file with the SEC may be inspected, without charge, at the
SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0300.  Also, we are an electronic filer
and copies of these materials should be available through the Internet by
using the SEC's EDGAR Archive, which is located at http://www.sec.gov.


                       ITEM 2: DESCRIPTION OF PROPERTY

     Our principal offices are located in Hollywood, California.  The property
is a six story office building made of brick and glass which is in good
condition.  We lease approximately 2,500 square feet which includes six
offices, a conference room, kitchen and stock room.  This property should be
adequate for the immediate future.  Our monthly rent begins at $5,399 and
increases 3% per annum plus escalation costs over a five year period.  This
lease will expire in September of 2004.


                          ITEM 3: LEGAL PROCEEDINGS

     We may be involved from time to time in various claims, lawsuits and
disputes with third parties incidental to our normal business operations.  We
currently are not involved in such litigation which management believes could
have a material adverse affect on our financial position and results of
operations.


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

     We have not submitted a matter to a vote of security holders during the
past fiscal year.


                                   PART II

                       ITEM 5: MARKET FOR COMMON EQUITY
                       AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock is traded over-the-counter and quoted on the OTC
Bulletin Board under the symbol "IAMK."  The following table represents the
range of the high and low bid prices converted to decimals, of our stock as
reported by the Nasdaq Trading and Market Services for each fiscal quarter for
the last two fiscal years ending February 28, 2001.  There was no trading
activity prior to April 1999 and during April 2000 through August 2000 our
shares were traded on the National Quotation Bureau Pink Sheets.  These are
bid quotations which represent prices between broker-dealers and may not
include retail markups, markdowns, or commissions and may not necessarily
represent actual transactions.

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Fiscal Year           Quarter Ended       High Bid          Low Bid
-------------------------------------------------------------------
2000                  May 31, 1999        $7.63             $3.25
                      August 31, 1999      3.94              2.00
                      November 30, 1999    2.56              0.75
                      February 29, 2000    1.91              0.69

2001                  May 31, 2000        $2.38             $1.13
                      August 31, 2000      0.48              0.11
                      November 30, 2000    0.31              0.06
                      February 28, 2001    0.18              0.06


Holders

     We have approximately 62 stockholders of record as of May 11, 2001 and
have granted options to purchase 2,642,000 common shares and warrants to
purchase 375,000 common shares.

Dividends

     We have not paid cash or stock dividends and have no present plan to pay
any dividends, intending instead to reinvest our earnings, if any.  For the
foreseeable future, we expect to retain any earnings to finance the operation
and expansion of our business.  In addition, it is anticipated that the terms
of future debt and/or equity financing may restrict the payment of cash
dividends.  Therefore, the payment of any cash dividends on the common stock
is unlikely.  However, payment of future dividends will be determined from
time to time by our board of directors, based upon our future earnings,
financial condition, capital requirements and other factors.  We are not
presently subject to any restriction on our present or future liability to pay
any dividends.

Recent Sales of Unregistered Securities

     The following discussion describes all securities we have sold without
registration within the past three years:

     On December 22, 1998, Shur De Cor issued 60,000 pre-split shares of
common stock, valued at $600, to James Glavas, our then President, services
rendered on our behalf.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

     On January 26, 1999, Shur De Cor issued 50,000 pre-split shares of common
stock, valued at $500, to Principal Holdings, Inc. for investment banking
services rendered on our behalf.  We relied on an exemption from registration
under the Securities Act provided by Section 4(2) as a private transaction not
involving a public distribution.

     On February 15, 1999, pursuant to Rule 504, Shur De Cor offered 2,000,000
shares of common stock for an aggregate offering price of $50,000.   Sixteen
(16) investors purchased 2,000,000 common shares for the $50,000 aggregate
offering price  No underwriting discounts or commissions were paid for this
offering.  We relied on an exemption from the registration requirements of the
Securities Act of 1933 provided by Section 3(b) and Regulation D as a Rule 504
limited offering in which the aggregate offering was not more than $1 million
in a twelve month period.

     In March 13, 1999 Shur De Cor issued 12,404,000 shares to the
shareholders of Interactive Marketing New Jersey in exchange for 100% of their
shares in that company.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

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     On April 13, 1999 we sold 285,000 common shares for $949,050 to Stratus
Investco S.A.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

     On November 1, 1999, we sold 295,000 common shares to Finks Consultancy
Limited for $245,000.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

     On November 19, 1999, we issued 2,000,000 common shares to Planet
Entertainment Corporation to acquire the non-exclusive rights to 5,000 master
audio recordings valued at $600,000.  We relied on an exemption from
registration under the Securities Act provided by Section 4(2) as a private
transaction not involving a public distribution.

     In April 2000, we closed a private placement with an aggregate offering
price of $600,000.  We offered six units to accredited investors and each unit
consisted of one $100,000 convertible secured promissory note at 12% per annum
and warrants to purchase 50,000 shares of our common stock.  We sold a total
of six units, an aggregate of 300,000 warrants, to twelve accredited investors
for $600,000.  The placement agent, M.S. Farrell & Co., Inc., received a 10%
commission for all units sold, a 2 1/2% nonaccountable expense allowance and
warrants for 60,000 common shares exercisable at $1.25, which expire through
March 2005.  The total warrants were valued at $252,000, have an exercise
price of $1.25 per share and expire through April 12, 2005.  We relied on an
exemption from the registration requirements of the Securities Act of 1933
provided by Section 3(b) and Regulation D as a Rule 505 limited offering in
which the aggregate offering was not more than $5 million in a twelve month
period.

     On May 4, 2000, we granted stock options to purchase 750,000 common
shares to Gregory Haehn, an employee, in consideration for services rendered
on our behalf.  These options were valued at $164,250, vest in three equal
installments over a three year period, have an exercise price of $0.25 and
expire through May 4, 2005.  We relied on an exemption from registration under
the Securities Act provided by Section 4(2) as a private transaction not
involving a public distribution.

     On July 16, 2000, we granted stock options to purchase an aggregate of
442,000 shares to fifteen consultants and third party vendors in consideration
for services.  These options were valued at $110,000 based on a Black-scholes
valuation, have an exercise price of $0.25 and expire through June 16, 2005.
We relied on an exemption from registration under the Securities Act provided
by Section 4(2) as a private transaction not involving a public distribution.

     On July 16, 2000, we granted stock options to purchase an aggregate of
1,150,000 shares to four employees as an incentive for their continued
service.  These options have an exercise price of $0.25 and expire through
June 16, 2005.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

     On September 6, 2000, we granted stock options to purchase 300,000 common
shares to Star Publishing, Inc. for the rights to the Beatles photo negatives.
These options were valued at $75,500 based on a Black-scholes valuation, have
an exercise price of $0.25 and expire through September 6, 2003.  We relied on
an exemption from registration under the Securities Act provided by Section
4(2) as a private transaction not involving a public distribution.

     On September 6,  2000, we granted warrants to purchase 15,000 common
shares to Gallagher & Company in consideration for marketing consulting
services.  These warrants were valued at $3,750 based on a Black-scholes
valuation, have an exercise price of $0.25 and expire through September 8,
2003.  We relied on an exemption from registration under the Securities Act
provided by Section 4(2) as a private transaction not involving a public
distribution.

                                      11
<PAGE>


     In September 2000, we issued 100,000 common shares, valued at $45,300 to
the law firm of Preyor, Cashman, Sherman & Flynn, LLP, in consideration for
legal services rendered.  We relied on an exemption from registration under
the Securities Act provided by Section 4(2) as a private transaction not
involving a public distribution.

     In each of the private transactions above, we believe that each purchaser
(i) was aware that the securities or the underlying securities were not
registered under federal securities laws, (ii) acquired the securities for
his/her/its own account for investment purposes of the federal securities
laws, (iii) understood that the securities would need to be indefinitely held
unless registered or an exemption from registration applied to a proposed
disposition and (iv) was aware that the certificate representing the
securities would bear a legend restricting its transfer.  We believe that, in
light of the foregoing, the sale of our securities to the respective acquirers
did not constitute the sale of an unregistered security in violation of the
federal securities laws and regulations by reason of the exemptions provided
under Sections 3(b) and 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.


      ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

     We began operations in August of 1999 and relied primarily on one
product, the Plumbers Secret, for our revenues in fiscal years 2000 and 2001.
In November 2000 management decided to focus our marketing efforts on our new
product lines and discontinued The Plumbers Secret product line.  As a result,
we have recognized a loss from discontinued operations in our financial
statements.  The primary reasons for discontinuing this product line was due
to our inability to maintain competitive pricing because of the related
royalties, promotional allowances, commissions and other costs related to the
product.  Management expects revenues from the new products to satisfy a
portion of our working capital needs in the short term; however, we must
obtain debt and equity financing to continue long term operations.

Reverse Merger Treatment

     In April of 1999 Shur De Cor, a public shell company, merged with
Interactive New Jersey.  Shur De Cor, the Nevada corporation, was the
surviving entity following the merger.  The reverse merger was completed
pursuant to a stock-for-stock exchange of 12,404,000 shares of the Shur De
Cor's common stock for 100% of the outstanding stock, 2,500 shares, of
Interactive New Jersey.  The merger was structured as a tax free
stock-for-stock exchange according to Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.   As a result of the merger Shur De Cor
changed its name to Interactive Marketing Technology, Inc. and acquired the
business operations, products and assets of Interactive New Jersey.  For
accounting purposes, Interactive New Jersey acquired Shur De Cor.

IMT's Plumber, Inc.

     In February 1999 IMT's Plumber, Inc., our subsidiary, became a member of
The Plumber's Secret L.L.C.  and on March 16, 1999, the members of The
Plumber's Secret L.L.C. agreed to amend the original operating agreement.  The
members agreed that the initial capital contribution by both members would be
approximately $100,000 each, rather than $1,000 as agreed to in the original
operating agreement.  IMT's Plumber committed to lend The Plumber's Secret
L.L.C. up to $150,000, rather than the original $250,000.

     The members agreed to distribute net cash available equally until
$500,000 was generated.  After $500,000 in net cash was generated, IMT's
Plumber will receive a preferred return on its capital contribution, receiving
net cash available until the principal and interest of its loan to the L.L.C.
are paid in full. The operating agreement provides that $100,000 will be paid
to B.V.T.V., Inc., which employs Bob Vila, for advertising and promoting the
product in an infomercial; however, the $100,000 fee has been applied towards
the required initial contribution as

                                      12
<PAGE>

such services were performed.  During fiscal year 2001 and 2000, the Plumber's
Secret L.L.C. incurred losses from operations totaling $161,474 and $423,325,
respectively, and since B.V.T.V is not obligated under the agreement to make
good for losses in excess of the $100,000, its interest is not recorded in our
consolidated balance sheet or in the consolidated statements of operations for
fiscal 2001.  Due to the discontinuance of the Plumbers Secret product line we
have classified all remaining assets and liabilities in net liabilities from
discontinued operations in our consolidated financial statements.

Results of Operations

     Our fiscal year ends February 28 (or February 29) and the following
discussions are based on the consolidated financial statements of Interactive
Marketing and its wholly owned subsidiary IMT's Plumber, Inc., reflecting its
50.01% members' interest in the Plumbers Secret, LLC.   The following table
summarizes our operations for the years ended February 28, 2001 and February
29, 2000.




                                          Year ended          Year Ended
                                       February 28, 2001   February 29, 2000
                                       -----------------   -----------------
Net sales                              $        104,105    $         30,187
Costs of sales                                  117,924               3,237
                                       -----------------   -----------------
Gross profit (loss)                             (13,819)             26,950

Operating expenses

   Employee compensation                        254,679             197,060
   Depreciation and amortization                 53,483              24,779
   Loss impairment of long-lived assets         350,000                   -
   Selling, general and administrative          727,040             334,570
                                       -----------------   -----------------
          Total operating expenses            1,385,202             556,409
                                       -----------------   -----------------

Operating loss                               (1,399,021)           (529,459)
                                       -----------------   -----------------

Interest expense                               (347,750)             (3,400)
                                       -----------------   -----------------

Loss from continuing operations              (1,747,571)           (533,659)

Loss from discontinued operations              (407,656)           (423,325)
                                       -----------------   -----------------

Net loss                                     (2,155,227)           (956,984)
                                       =================   =================

Net loss per share                     $          (0.14)   $          (0.05)



     Comparison of 2001 and 2000 Year End Periods.  Following is a comparison
of our operating results for the year ended February 28, 2001 with the year
ended February 29, 2000.

     We recognize revenues when our product is shipped to the customer. Net
sales from continuing operations increased $73,918 in the 2001 fiscal year
compared to the 2000 fiscal year.  The revenues were primarily a result of the
sale of our product inventory to Thane International.  Cost of sales from
continuing operations, which include the cost of the product and shipping of
the product, increased $114,687 in the 2001 fiscal year primarily due to the
purchase of product, such as the Wonder Wrench units.  As a result of the
increase in cost of sales, we posted a gross loss from continuing operations
of $13,819 for the 2001 fiscal year compared to a gross profit from continuing
operations of $26,950 for the 2000 fiscal year.

     Total operating expenses increased $828,793 in 2001 compared to 2000,
with $350,000 of the increase resulting from the recognition of an impairment
loss related to the write down of the master audio recordings we

                                      13
<PAGE>

acquired in November of 1999.  Also, selling, general and administrative
expenses increased $392,470 and were 52.5% of the total operating expenses for
the 2001 fiscal year compared to 60.1% of total operating expenses in fiscal
year 2000.  These expenses increased in fiscal year 2001 due to costs of
development of our new products, related consulting expenses and royalties and
commissions related to our products.  Employee compensation increased $57,619
in the 2001 fiscal year but was 18.3% of total operating expenses compared to
35.4% of total operating expenses in the 2000 fiscal year.  Depreciation and
amortization expenses from continuing operations increased $28,704 in the 2001
fiscal year and were 3.9% of total operating expenses compared to 4.5% of
total operating expenses in the 2000 fiscal year.

     Increased costs of sales and operating expenses resulted in an operating
loss from continuing operations of $1,399,021, which represented an increase
in loss from operations of $869,562 compared to fiscal year 2000.  In
addition, we recorded interest expense of $347,750, including an interest
expense charge of $252,000 fair market value of the 360,000 warrants issued as
part of our April 2000 private placement.  Subsequently, we recorded a
$407,656 and $423,325 loss from discontinued operations in 2001 and 2000,
respectively, related to the discontinuance of the Plumbers Secret product
line.  Accordingly, we recorded a net loss of $2,155,227 for the 2001 fiscal
year compared to a net loss of $956,984 for the fiscal year 2000, resulting in
a net loss per share of $0.14 and $0.05, respectively.

Seasonal Trends

     Our market is not seasonal because our products are marketed with a
direct response television media blitz, which is not related to the seasonal
variables.

Factors Affecting Future Performance

     .     We need additional financing in order to carry out our business
           plan and management cannot assure that we will be successful in
           obtaining such financing.  Failure to obtain necessary
           financing could have a material adverse impact on our operations.
     .     Sales from our products are unproven and some of our products are
           yet to be tested in the retail environment.
     .     We must obtain new products and customers at reasonable costs,
           retain customers and encourage repeat purchases.
     .     We need to develop our customer base through multiple marketing
           channels, which include the following: (i) Development of an
           aggressive marketing campaign using a combination of online and
           traditional marketing:  (ii) Entering into linking arrangements
           with other web sites; and (iii) Using direct marketing techniques
           to target new and existing customers with personalized
           communications

Liquidity and Capital Resources

     As of February 28, 2001, we had a cash balance of $16,007 with total
current assets of $177,717 and total current liabilities of $1,473,193.
$1,075,258 of the total current liabilities represents net liabilities from
our discontinued Plumbers Secret product line.  We recorded an accumulated
deficit of $3,152,891 and a net loss per share of $0.14 for the 2001 fiscal
year.

      We have no plans to purchase significant equipment or make other capital
expenditures within the next twelve months.  We have monthly lease commitments
for our office space of approximately $5,400, with future minimum annual lease
payments of $250,000 through 2005.  According to the terms of our marketing
agreements with various product owners we are obligated to share profits
and/or pay royalties on any products we sell.  Management is evaluating our
obligations under our agreement for the Plumbers Secret and is negotiating a
settlement of outstanding royalty obligations of $540,000 related to that
product.  The Wonder Wrench agreement requires us to purchase 300,000 units at
a cost of $5.00 per unit during the first year of marketing and to date we

                                      14
<PAGE>

have purchased 25,000 units.  Pursuant to our marketing agreement with Thane
International, Thane has agreed to pay directly to product owners any
royalties owed to them under previous agreements with Interactive Marketing.
In addition, Thane agreed to advance $36,000 to us on signing and agreed to
pay 50% of adjusted revenues each month from the sale of the products.

     For the 2001 fiscal year, net cash used for operations was $89,861
compared to $848,066 net cash used for the 2000 fiscal year.  Net cash used in
investing activities related to investments in property, equipment and  IMT's
Plumbers, Inc. were $139,398 for the 2001 fiscal year compared to $143,968 for
the 2000 fiscal year.

     Net cash used in financing activities for the 2001 fiscal year was $7,000
compared to net cash of $1,239,050 provided by financing activities for the
2000 fiscal year.  The primary source of financing during the 2000 fiscal year
was the sale of an aggregate of 580,000 common shares to two investors for
$1,194,050.  Then in the 2001 fiscal year we borrowed $256,000 from our
officers, directors and shareholders, of which we have repaid $180,000.  (See,
Item 12: "Certain Relationships and Related Transactions", below.)  In that
fiscal year, we also conducted a private offering for $600,000 in which we
sold units comprised of convertible notes payable and warrants to purchase
common shares.  The notes payable accrued interest at 12% and were convertible
at any time at $1.25 per share.  Warrants to purchase 360,000 common shares at
an exercise price of $1.25 per share, expiring through April 2005, were sold.
We realized net proceeds of $517,000, but were required to repay the notes
payable shortly thereafter.

     Management intends to fund operations through increased sales from the
release of new products in fiscal year 2002.  However, we will need to seek
additional debt and equity financing to fund our long-term operations.
Management contemplates that such capital will be provided by private
placements of our common stock or debt financing.  We intend to complete any
private placements pursuant to exemptions provided by federal and state
securities laws.  The purchasers and manner of issuance will be determined
according to our financial needs and the available exemptions.  We do not
currently intend to make a public offering of our stock.  We also note that if
we issue more shares of our common stock our shareholders may experience
dilution in the value of their common stock.

      Management is investigating the availability, source and terms for
external debt financing.  At this time we have not entered into any agreement
with any third parties regarding such financing.  We cannot assure that funds
will be available from any source, or, if available, that we will be able to
obtain the funds on terms agreeable to us.  Also, the acquisition of funding
through the issuance of debt could result in a substantial portion of our cash
flows from operations being dedicated to the payment of principal and interest
on the indebtedness, and could render us more vulnerable to competitive and
economic downturns.

Going Concern

     Our independent auditors, Corbin & Wertz, C.P.A's, have stated in their
report included in this report, that because we have a negative working
capital of $1,295,476 and an accumulated deficit of $3,152,891 at February 28,
2001, and a history of losses from operations through February 28, 2001.
These factors, among others, raise substantial doubt about our ability to
continue as a going concern.

                         ITEM 7: FINANCIAL STATEMENTS

     Reference is made to the financial statements for the years ended
February 28, 2001 and February 29, 2000 which are attached to this annual
report.


            ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     As previously reported, on April 6, 2001, we engaged Corbin & Wertz,
Certified Public Accountants, as our independent auditors.  We engaged Corbin
& Wertz as a result of the resignation on February 1, 2001, per our

                                      15
<PAGE>

Board's request, of our former auditors, Moore Stephens, P.C., Certified
Public Accountants.  Moore Stephens, P.C. had been Interactive New Jersey's
auditors and replaced Crouch, Bierwolf and Chisholm on April 7, 1999, pursuant
to the merger agreement between Shur De Cor and Interactive New Jersey.


                                   PART III

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

Directors and Officers

     Our directors and executive officers are listed below, along with their
respective ages and positions and biographical information.  Our articles of
incorporation provide for a board of directors consisting of three persons
who serve until our next annual meeting or until each is succeeded by a
qualified director. Our executive officers are chosen by our board of
directors and serve at its discretion.  There are no family relationships
between or among any of our directors or  executive officers.

     Name             Age    Position Held
     _______________________________________________________________________

     Sandy Lang       55     President, Chairman of the Board and Chief
                             Executive Officer

     Martin Goldrod   59     Secretary and Director

     Johnny Bench     53     Director


     Sanford "Sandy" A. Lang.  Mr. Lang served as our President from April
1999 through April 2000, then from March 2001 through the present.  He has
served as Chairman of the Board and Chief Executive Officer since May 2000.
Mr. Lang has over 25 years of experience in creative media production.  From
June 1995 until April 1999 he was Chairman of The Board of The Secret, Inc., a
company involved in marketing a golf training program.  He served as president
of domestic sales for Epic Films from August 1989 to June of 1995. He has been
involved with syndicated television shows and feature films, televised game
shows and computer graphics for television stations.

     Martin Goldrod.   Mr. Goldrod has served as our Secretary since April 7,
2000.  He has been employed as a Vice President of Interactive Marketing since
April 1999.  From 1992 through 1999 he was self-employed as a marketing
consultant in Los Angeles, California.  He has over 25 years experience in
management and promotion on the local, regional and national level related to
record companies such as Capital Records, Arista Records and Mercury Records.

     Johnny Bench.  Mr. Bench has served as our Director since April 1999.
During the past five years he has derived the majority of his income from his
notoriety as a Hall of Fame baseball player.  He also has worked in radio and
television broadcasting related to baseball.  During 1997 he was the owner and
C.E.O. of JB Enterprises, Inc. which manufactured and distributed golf
equipment.

b)    Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and our other equity securities.
Officers, directors and greater than ten-percent beneficial owners are
required by SEC regulations to furnish Interactive Marketing with copies of
all Section 16(a) reports they file.  Based solely upon our review of the
forms furnished to us during the fiscal year ended February 28, 2001, Mr.
Gregory Haehn

                                      16
<PAGE>

filed late a Form 3 and Mr. Sandy Lang filed late one Form 4.


                       ITEM 10: EXECUTIVE COMPENSATION

     The following table shows the compensation paid in all capacities to our
named executive officers whose total salary and bonus exceeded $100,000 for
the for fiscal years 2001 and 2000.


<TABLE>
<CAPTION>

                          SUMMARY COMPENSATION TABLE

                                                           Long Term Compensation
                                                       -------------------------------
                                Annual Compensation        Awards              Payouts
                          ---------------------------- ----------------------- -------
Name                                          Other                 Securities         All
and                                           Annual    Restricted  Underlying         Other
Principal           Fiscal                    Compensa- Stock       Options/   LTIP    Compensa-
Position            Year   Salary    Bonus    sation    Awards      SAR's(#)   Payouts tion
-------------------------------------------------------------------------------------------------
<S>                 <C>    <C>       <C>      <C>       <C>         <C>        <C>     <C>
Sandy A. Lang       2001   $150,000  $0       $0        $0            600,000  $0       $0
President and CEO   2000    131,250   0        0         0                  0   0        0
                    1999     50,000   0        0         0                  0   0        0

Gregory Haehn       2001   $      0  $0       $0        $0          1,050,000  $0       $0
Former President    2000          0   0        0         0                  0   0        0
and Treasurer       1999          0   0        0         0                  0   0        0

Martin Goldrod      2001   $ 69,000  $0       $0        $0            150,000  $0       $0
Secretary           2000     75,000   0        0         0                  0   0        0
                    1999          0   0        0         0                  0   0        0

</TABLE>
<TABLE>
<CAPTION>

     The following table provides certain information concerning stock options
granted to each named executive officer from our 2000 Stock Option Plan.


                    Option/SAR Grants in Last Fiscal Year


                       Number of     Percent of total                        Fair
                       securities    options/SAR's                           market
                       underlying    granted to     Exercise or              value on
                       options/SAR's employees in   base price Expiration    date of
Name                   granted (#)   fiscal year    ($/Sh)     Date          grant
---------------------  ------------- -------------- ---------- ------------- --------
<S>                    <C>           <C>            <C>        <C>           <C>
Sandy Lang                  600,000     31.6%         $ 0.25   June 16, 2005 $ 0.25

Gregory Haehn               300,000     15.8%           0.25   June 16, 2005   0.25
                            750,000*    39.5%           0.25   May 4, 2005     0.469

Martin Goldrod              150,000      7.9%           0.25   June 16, 2005   0.25


    *These options vest in three equal installments on the anniversary date.


                                      17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                   Value of
                                                                   unexercised
                                                                   in-the-money
                 Shares                    Number of unexercised   options/SAR's
                 acquired     Value            options/SAR's       at FY-end ($)
                 on exercise  realized         at FY-end (#)       exercisable/
Name             (#)          ($)       exercisable  unexercisable unexercisable
---------------- ------------ --------- ----------- -------------- -------------------
<S>              <C>          <C>       <C>         <C>            <C>

Sandy A. Lang       0         $ 0       600,000         0               0/0

Gregory Haehn       0           0       300,000       750,000           0/0

Martin Goldrod      0           0       150,000         0               0/0


</TABLE>

Compensation of Directors

     We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.

Employment Contracts

     We have not entered into formal written employment agreements with our
named officers and directors.


              ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                            OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
named executive officers, (iii) each of our director's and (iv) all executive
officers and directors as a group.  Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities.  Except as indicated by footnote,
the persons named in the table below have sole voting power and investment
power with respect to all shares of common stock shown as beneficial ownership
of those shares.  The percentage of beneficial ownership is based on
15,873,667 shares of common stock outstanding as of May 11, 2001.


                          CERTAIN BENEFICIAL OWNERS

                              Common Stock Beneficially Owned
                              -------------------------------
Name and Address of           Number of Shares of
Beneficial Owners             Common Stock         Percentage of Class
----------------------------- -------------------  ---------------------
Planet Entertainment Corp.    2,000,000            12.6%
222 Highway 35
Middletown, New Jersey 07748


                                  MANAGEMENT

                              Common Stock Beneficially Owned
                              --------------------------------
Name and Address of           Number of Shares of
Beneficial Owners             Common Stock         Percentage of Class
----------------------------- -------------------- -------------------

<PAGE> 18

Sandy A. Lang                   5,116,667 (1)        31.1%
3575 Cahuenga Boulevard West,
Suite 390
Hollywood, California 90680

Martin Goldrod                    625,000 (2)         3.9%
3575 Cahuenga Boulevard West,
Suite 390
Hollywood, California 90680

Johnny Bench                      150,000             *
324 Bisops Bridge
Cincinnati, Ohio 45255

All executive officers and
 directors as a group           5,891,667            35.4%

  * Less than 1%
   (1) Includes 4,516,667 common shares and options to purchase 600,000 shares
       exercisable in 60 days.
   (2) Includes 475,000 common shares and options to purchase 150,000 shares
       exercisable in 60 days.


           ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, more than 5% stockholders or immediate family
members of such persons:

     On November 30, 1999, Sandy A. Lang agreed to return and cancel 2,177,000
common shares to the corporate treasury for no compensation.  The purpose of
the return was to decrease the number of outstanding shares and provide
Interactive Marketing with additional authorized shares to facilitate equity
financing.  However, in September 2000, the cancellation of the shares was
rescinded and 2,166,667 shares were reissued to Mr. Lang.

     In March of 2000, we sold a fractional unit of our private placement to
Yukon International, Inc., which is owned by our former President and
Treasurer, Gregory Haehn.  Yukon International purchased a convertible
promissory note for $50,000 at 12% per annum with 25,000 warrants to purchase
25,000 common shares at $1.25 per share and we paid off the note in May 2000.

     During fiscal year 2001 we borrowed $125,000 from Gregory Haehn, an
officer and director.  The loan carried an interest rate of 10% and we have
repaid approximately $104,000 during the 2001 fiscal year.

     During fiscal year 2001, we borrowed $131,000 from Sandy A.. Lang, an
officer and director.  The loan carried an interest rate of 10% and we have
repaid approximately $76,000 during the 2001 fiscal year.


                  ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number     Description
----------------------------------------------------------------------------

2.1        Agreement and Plan of Merger between Interactive Marketing and
           Shur De Cor, Inc., dated March 24, 1999.  (Incorporated by
           reference to Exhibit 8.1 to Interactive Marketing's Form 10-SB, as
           amended, filed January 19, 2000)

3.1        Articles of Incorporation of Shur De Cor, Inc., dated August 14,
           1987 (Incorporated by reference to Exhibit 2.1 to Interactive
           Marketing's Form 10-SB, as amended, filed January 19, 2000)

<PAGE> 19

3.2        Articles of Merger filed April 7, 1999 (Incorporated by reference
           to Exhibit 2.2 to Interactive Marketing's Form 10-SB, as amended,
           filed January 19, 2000)

3.3        Bylaws of Interactive Marketing (Incorporated by reference to
           Exhibit 2.3 to Interactive Marketing's Form 10-SB, as amended,
           filed January 19, 2000)

10.1       Lease Agreement between E.P. Investments and Interactive Marketing,
           dated May 10, 1999 (Incorporated by reference to Exhibit 6.1 to
           Interactive Marketing's Form 10-SB, as amended, filed January 19,
           2000)

10.2       Amended Operating Agreement of The Plumbers Secret LLC, as amended,
           dated March 16, 1999 (Incorporated by reference to Exhibit  6.3 to
           Interactive Marketing's Form 10-SB, as amended, filed January 19,
           2000)

10.3       Form of promissory note between officers and Interactive Marketing
           (Incorporated by reference to Exhibit 8.2 to Interactive
           Marketing's Form 10-SB, as amended, filed January 19, 2000)

10.4       Exclusive Manufacturing & Marketing Agreement between Interactive
           Marketing and Thane International, Inc., dated January 16, 2001.
           (Incorporated by reference to Exhibit 10.1 to Form 10-QSB, filed
           January 22, 2001)
_______________________

Reports on Form 8-K.

     On February 7, 2001 we filed a Current Report on Form 8-K under Item 4
regarding the resignation of our independent auditors, Moore Stephens, P.C.

     On April 24, 2001 we filed a Current Report on Form 8-K under Item 4
regarding the engagement of Corbin & Wertz, C.P.A.'s as our independent
auditors.

                                      20
<PAGE>


                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

       6/12/01
Date ______________      INTERACTIVE MARKETING TECHNOLOGY, INC.

                            /s/ Sandy A. Lang
                         By: ______________________________________________
                             Sandy A. Lang, President, CEO and Chairman of
                             the Board


     Pursuant to the requirements of the Securities 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.

       6/12/01               /s/ Martin Goldrod
Date: ______________     By: ____________________________________________
                             Martin Goldrod, Secretary and Director

<PAGE> 21








                        INTERACTIVE MARKETING TECHNOLOGY, INC. AND SUBSIDIARY

                                            CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000

                                                                         with

                                         INDEPENDENT AUDITORS' REPORT THEREON

______________________________________________________________________________





<PAGE> 22


                                CORBIN & WERTZ
                      A COMPANY OF PROFESSIONAL SERVICES



                         INDEPENDENT AUDITORS' REPORT


Board of Directors
Interactive Marketing Technology, Inc.


We have audited the accompanying consolidated balance sheet of Interactive
Marketing Technology, Inc. and subsidiary (the "Company") as of February 28,
2001, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of February 28, 2001, and the results of their operations and their
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As disclosed in Note 1,
the Company has negative working capital of $1,295,476 and an accumulated
deficit of $3,152,891 at February 28, 2001, and a history of losses from
operations through February 28, 2001.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 1.  The
consolidated financial statements do not include any adjustments that may
result from the outcome of this uncertainty.


                                               /s/ Corbin & Wertz

                                               CORBIN & WERTZ

Irvine, California
May 21, 2001


2603 Main Street, Suite 600
Irvine, CA 92614
TEL: (949) 756-2120 * FAX: (949) 756-8110

<PAGE> 23




                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
     of Interactive Marketing Technology, Inc.:

We have audited the accompanying statements of operations, stockholders'
equity (deficit) and cash flows of Interactive Marketing Technology, Inc., a
California corporation, for the year ended February 29, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally
accepted 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Interactive
Marketing Technology, Inc. for the year ended February 29, 2000 in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 1.  The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.



                                          /s/ Moore Stephens, P.C.

                                              MOORE STEPHENS, P.C.
                                              Certified Public Accountants

Cranford, New Jersey
April 1, 2000




<PAGE> 24



                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                                   CONSOLIDATED BALANCE SHEET
______________________________________________________________________________



ASSETS                                                           February 28,
                                                                     2001
                                                               -------------
Current assets:
   Cash                                                        $     16,007
   Accounts receivable                                                5,481
   Inventories                                                       67,817
   Prepaid expenses and other current assets                         88,412
                                                               -------------
       Total current assets                                         177,717

Property and equipment, net                                          78,105
Master audio recordings                                             250,000
Capitalized production costs                                        139,166
Intangible assets, net                                               81,936
Deposits and other assets                                            63,468
                                                               -------------

                                                               $    790,392
                                                               =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                            $    165,079
   Accrued liabilities                                              106,856
   Notes payable to related parties                                 126,000
   Net liabilities from discontinued operations                   1,075,258
                                                               -------------

       Total current liabilities                                  1,473,193
                                                               -------------
Commitments and contingencies

Stockholders' deficit:
   Common stock, $0.001 par value; 60,000,000 shares
     authorized; 15,873,667 shares issued and outstanding            15,874
   Additional paid-in capital                                     2,454,216
   Accumulated deficit                                           (3,152,891)
                                                               -------------
       Total stockholders' deficit                                 (682,801)
                                                               -------------

                                                               $    790,392
                                                               =============

______________________________________________________________________________
                                          See independent auditors' report and
                       accompanying notes to consolidated financial statements
                                                                             3
<PAGE> 25



                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                        CONSOLIDATED STATEMENTS OF OPERATIONS
______________________________________________________________________________

                                                        Years Ended
                                              -------------------------------
                                                February 28,    February 29,
                                                   2001             2000
                                              --------------- ---------------

Net sales                                     $      104,105  $       30,187

Cost of sales                                        117,924           3,237
                                              --------------- ---------------

     Gross (loss) profit                             (13,819)         26,950
                                              --------------- ---------------
Operating expenses:
  Employee compensation                              254,679         197,060
  Depreciation and amortization                       53,483          24,779
  Selling, general and administrative                727,040         334,570
  Loss on impairment of long-lived assets            350,000               -
                                              --------------- ---------------
                                                   1,385,202         556,409
                                              --------------- ---------------

Loss from operations                              (1,399,021)       (529,459)

Interest expense                                    (347,750)         (3,400)
                                              --------------- ---------------
Loss from continuing operations
  before income taxes                             (1,746,771)       (532,859)

Income taxes                                             800             800
                                              --------------- ---------------

Loss from continuing operations                   (1,747,571)       (533,659)

Discontinued operations:
  Loss from discontinued operations, net of
   income tax benefit of $0                         (161,474)       (423,325)
  Loss on disposal of discontinued operations,
   net of income tax benefit of $0                  (246,182)              -
                                              --------------- ---------------

Loss from discontinued operations                   (407,656)       (423,325)
                                              --------------- ---------------

Net loss                                      $   (2,155,227) $     (956,984)
                                              =============== ===============
Basic and diluted net loss available to
  common stockholders from:
    Continuing operations                     $        (0.11) $        (0.03)
    Discontinued operations                            (0.03)          (0.02)
                                              --------------- ---------------

    Net loss                                  $        (0.14) $        (0.05)
                                              =============== ===============
Basic and diluted weighted average common
  shares outstanding                              15,873,667      19,853,251
                                              =============== ===============

______________________________________________________________________________
                                          See independent auditors' report and
                       accompanying notes to consolidated financial statements

                                                                             4
<PAGE> 26
<TABLE>
<CAPTION>

                                                INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                                       AND SUBSIDIARY

                                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                  For Each Of The Years In The Two-Year Period Ended February 28, 2001
______________________________________________________________________________________

                                                Additional
                             Common Stock       Paid        Accumulated
                          Shares      Amount    Capital     Deficit       Total
                        ------------ ---------- ----------- ------------- ------------
<S>                     <C>          <C>        <C>         <C>           <C>
Balances, March 1, 1999   18,606,000 $  18,606  $   170,884 $    (40,680) $   148,810

Issuance of common stock
 for cash                    580,000       580    1,193,470            -    1,194,050

Shares returned by
 officers and cancelled,
 net of shares reissued
 in fiscal 2001           (5,412,333)   (5,412)       5,412            -            -

Estimated fair market
 value of common stock
 issued for master audio
 recordings                2,000,000     2,000      598,000            -      600,000

Net loss                           -         -            -     (956,984)    (956,984)
                        ------------ ---------- ----------- ------------- ------------
Balances,
 February 29, 2000        15,773,667    15,774    1,967,766     (997,664)     985,876

Estimated fair market
 value of options and
 warrants granted for
 services and convertible
 notes payable                     -         -      441,250            -      441,250

Estimated fair market
 value of common stock
 issued for services
 rendered                    100,000       100       45,200            -       45,300

Net loss                           -         -            -   (2,155,227)  (2,155,227)
                        ------------ ---------- ----------- ------------- ------------
Balances,
 February 28, 2001        15,873,667 $  15,874  $ 2,454,216 $ (3,152,891) $  (682,801)
                        ============ ========== =========== ============= ============







______________________________________________________________________________________
                                                  See independent auditors' report and
                               accompanying notes to consolidated financial statements

                                                                                     5

<PAGE> 27
</TABLE>
<TABLE>
<CAPTION>


                                                INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                                       AND SUBSIDIARY

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
______________________________________________________________________________________



                                                                Years Ended
                                                      -------------------------------
                                                       February 28,    February 29,
                                                         2001             2000
                                                      --------------- ---------------
<S>                                                   <C>             <C>
Cash flows from operating activities:
   Net loss                                           $   (2,155,227) $     (956,984)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                          222,070          83,829
      Minority interest                                            -         (99,980)
      Write-off of discontinued assets                       289,515               -
      Estimated fair market value of common stock
       issued for services                                    45,300               -
      Estimated fair market value of options and
       warrants granted for services                         441,250               -
      Loss on impairment of long-lived assets                350,000               -
      Write off of related party note receivable             118,605               -
      Changes in operating assets and liabilities:
          Accounts receivable                                    765          (6,246)
          Inventories                                       (267,792)       (164,224)
          Prepaid expenses and other                          (2,450)        (85,982)
          Capitalized production costs                      (139,166)        (94,416)
          Deposits and other assets                           46,439        (104,687)
          Accounts payable and accrued liabilities           445,830         130,624
          Accrued royalties                                  465,000          75,000
          Promotional allowances                              50,000         375,000
                                                      --------------- ---------------

   Net cash used in operating activities                     (89,861)       (848,066)
                                                      --------------- ---------------
Cash flows from investing activities:
   Purchases of property and equipment                       (70,773)        (78,988)
   Advance to related party                                  (68,625)        (49,980)
   Purchases of intangible assets                                  -         (15,000)
                                                      --------------- ---------------

   Net cash used in investing activities                    (139,398)       (143,968)
                                                      --------------- ---------------
Cash flows from financing activities:
   Proceeds from sale of common stock                              -       1,194,050
   Borrowings on convertible notes payable                   517,000               -
   Principal payments on convertible notes payable          (600,000)              -
   Borrowings on notes payable to related parties            256,000          50,000
   Principal payments on notes payable to related
     parties                                                (180,000)         (5,000)
                                                      --------------- ---------------

   Net cash (used in) provided by financing activities        (7,000)      1,239,050
                                                      --------------- ---------------

______________________________________________________________________________________
Continued
                                                                                     6

</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>



                                                INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                                       AND SUBSIDIARY

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
______________________________________________________________________________________

                                                                Years Ended
                                                      -------------------------------
                                                        February 28,    February 29,
                                                            2001           2000
                                                      --------------- ---------------
<S>                                                   <C>             <C>
Net change in cash                                          (236,259)        247,016

Cash at beginning of year                                    252,266           5,250
                                                      --------------- ---------------

Cash at end of year                                   $       16,007  $      252,266
                                                      =============== ===============

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
     Interest                                         $       12,500  $            -
                                                      =============== ===============
     Income taxes                                     $            -  $            -
                                                      =============== ===============



See accompanying notes to the financial statements for additional information relating
to non-cash investing and financing activities during the years ended February 28,
2001 and February 29, 2000.




______________________________________________________________________________________
                                                  See independent auditors' report and
                               accompanying notes to consolidated financial statements

                                                                                     7

</TABLE>
<PAGE> 29




                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Organization and Operations
---------------------------

Interactive Marketing Technology, Inc. ("Interactive" or the "Company"), a
Nevada corporation, was formed on April 21, 1998.  The Company's wholly owned
subsidiary is IMT's Plumber, Inc., which was formed February 4, 1999.  Since
inception, the Company's principal business activity has been produce, market
and sell a licensed product called The Plumber's Secret, which was
discontinued during fiscal 2001 (see Note 10).  The Company intends on
introducing new products in fiscal 2002 in a direct response and retail sales
environment.  The Company continues to be involved in negotiations to obtain
licensing agreements for new products.

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of IMT's Plumber,
Inc., a wholly owned subsidiary.  All significant intercompany accounts and
transactions have been eliminated in consolidation.

Going Concern
-------------

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  The Company has negative working capital of $1,295,476 and an
accumulated deficit of $3,152,891 at February 28, 2001, and a history of
losses from operations through February 28, 2001, among other matters, which
raise substantial doubt about its ability to continue as a going concern.  The
Company intends to fund operations through sales of new products and debt and
equity financing arrangements which management believes may be insufficient to
fund its capital expenditures, working capital and other cash requirements for
the fiscal year ending February 28, 2002.  Therefore, the Company will be
required to seek additional funds to finance its long-term operations.  The
successful outcome of future activities cannot be determined at this time and
there is no assurance that if achieved, the Company will have sufficient funds
to execute its intended business plan or generate positive operating results.

The financial statements do not include any adjustments related to
recoverability and classification of assets carrying amounts or the amount and
classification of liabilities that might result should the Company be unable
to continue as a going concern.

______________________________________________________________________________

                                                                             8

<PAGE> 30

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

Risks and Uncertainties
------------------------

The Company operates in a highly competitive consumer product environment that
is subject to intense competition, government regulation and rapid change.
The Company's operations are subject to significant risk and uncertainties
including financial, operational and other risks associated with the business,
including the potential risk of business failure.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting periods.  Significant estimates
made by management include, among others, the realization of long-lived assets
and the valuation allowance on deferred taxes. Actual results could differ
from those estimates.

Fair Value of Financial Instruments
-----------------------------------

The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 107 ("SFAS 107"),  "Disclosures About Fair
Value of Financial Instruments." SFAS 107 requires disclosure of fair value
information about financial instruments when it is practicable to estimate
that value. The carrying amount of the Company's cash, accounts receivable,
accounts payable and accrued liabilities approximates their estimated fair
values due to the short-term maturities of those financial instruments.  The
fair value of notes payable to related parties are not determinable as the
transactions are with related parties.

Concentration Risk
------------------

The Company grants credit to customers within the United States and does not
require collateral.  The Company's ability to collect receivables is affected
by economic fluctuations in the geographic areas served by the Company.
Reserves for uncollectible amounts are provided, based on past experience and
a specific analysis of the accounts, which management believes are sufficient.
Although the Company expects to collect amounts due, actual collections may
differ from the estimated amounts.  At February 28, 2001, the Company had no
reserve for uncollectible amounts.

_____________________________________________________________________________

                                                                            9
<PAGE> 31


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

Two customers accounted for approximately 95% of total product sales for
fiscal 2001.  There were no such sales concentrations for fiscal 2000.

From time to time, the Company maintains cash balances at certain financial
institutions in excess of the FDIC limit of $100,000.

Inventories
-----------

Inventories are stated at the lower of average cost or market.  Cost is
determined on a weighted average basis which approximates the first-in,
first-out basis.  Market is determined by comparison with recent purchases or
net realizable value.  Inventories consisted entirely of finished goods at
February 28, 2001.

In connection with the discontinuance of the Plumber's Secret product line
(see Note 10), the Company recorded a write-down of inventory of $161,938 to
net realizable value under loss from discontinued operations in the
accompanying consolidated statements of operations as of February 28, 2001.
Such net realizable value is based on management's forecast for sales of the
Company's products in the ensuing years.  Should demand for the Company's
products prove to be significantly less than anticipated, the ultimate
realizable value of the Company's inventories could be substantially less than
the amount shown on the accompanying consolidated balance sheet.

Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets,
which range from three to seven years.  Repairs and maintenance are charged to
expense as incurred while improvements are capitalized.  Upon the sale or
retirement of property and equipment, the accounts are relieved of the cost
and the related accumulated depreciation, with any resulting gain or loss
included in the consolidated statements of operations.

In connection with the discontinuance of the Plumber's Secret product line
(see Note 10), the Company recorded a write-down of net property and equipment
of $34,431 under loss on disposal of discontinued operations in the
accompanying consolidated statements of operations as of February 28, 2001.

_____________________________________________________________________________

                                                                           10

<PAGE> 32

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

Intangible Assets
-----------------

Intangible assets consist of a customer list, which provides the Company with
information pertaining to consumers.  The costs associated with the customer
list are amortized over a period of five years.  In connection with the
discontinuance of the Plumber's Secret product line (see Note 10), the Company
recorded a write-down of license and patent fees totaling $25,730 under loss
on disposal of discontinued operations in the accompanying consolidated
statements of operations as of February 28, 2001.

Master Audio Recordings
-----------------------

During fiscal 2000, the Company purchased the non-exclusive rights to master
audio recordings (the "Library") for various types of music from an unrelated
entity in exchange for the issuance of 2,000,000 shares of the Company's
common stock.  The value of $600,000 was assigned to these rights based upon
an independent valuation.  Under the agreement, the Company has the right to
use the Library to record music on its own label.  The Company will commence
amortization of this asset over five years when the Company begins to realize
a revenue stream from marketing compilations of these recordings.  As of
February 28, 2001, the Company has not realized any revenue stream from these
recordings and therefore, has not commenced amortization for these recordings
in fiscal 2001 and 2000.  As of February 28, 2001, the Company assessed that
certain recordings were impaired and wrote down the balance to its estimated
net realizable value of $250,000 (see below).

Capitalized Production Costs
----------------------------

Capitalized production costs include the filming, editing and other film
producing costs for various product infomercials which are used for cable
network viewing audiences.  These costs are of a direct response nature and
are therefore capitalized and amortized over the period during which benefits
are expected to be earned, which is estimated to be two years.  Net
capitalized production costs at February 28, 2001 was $139,166 (see Note 5).
In connection with the discontinuance of the Plumber's Secret product line
(see Note 10), the Company recorded a write-down of related capitalized
production costs totaling $67,416 under loss on disposal of discontinued
operations in the accompanying consolidated statements of operations as of
February 28, 2001.  Amortization expense for the years ended February 28, 2001
and February 29, 2000 was $72,000 and $55,000, respectively, and is recorded
under loss from discontinued operations in the accompanying consolidated
statement of operations.

______________________________________________________________________________

                                                                           11
<PAGE> 33


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

Long-Lived Assets
-----------------

During 1995, the FASB issued Statement of Financial Accounting Standards No.
121 ("SFAS 121"),  "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of," which requires that long-lived assets
and certain identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In accordance
with the provisions of SFAS 121, the Company regularly reviews long-lived
assets and intangible assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. Based on its analysis, management determined that certain master
audio recordings have been impaired.  As a result, the Company recognized an
impairment loss of $350,000 in the accompanying consolidated statements of
operations for the year ended February 28, 2001.

Management believes the impairment loss recognized on long-lived assets are
adequate. There can be no assurance, however, that market conditions will not
change or demands for the Company's services or products will continue which
could result in impairment on long-lived assets in the future.

Promotional Allowances
-----------------------

Based on a discretionary policy, management may grant to certain major retail
customers promotional allowances to enhance the customers' ability to
successfully market the Company's products.  Promotional allowances are
primarily targeted to the cost of displays, advertising and other promotional
incentives.  The cost of promotional allowances, which are recorded as a
reduction of revenues, are accrued based upon the Company's estimate using
certain assumptions and based on the Company's experience.  At February 28,
2001, promotional allowances related to the Plumber's Secret product line
totaled $425,000 and are included in net liabilities from discontinued
operations in the accompanying consolidated balance sheet (see Note 10).  The
Company is in negotiations for a reduced payment of the outstanding
promotional allowances obligation due to the discontinuance of the product
line.

Stock-Based Compensation
------------------------

The Company accounts for non-employee stock-based compensation under Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock
Based Compensation." SFAS 123 defines a fair-value based method of accounting
for stock-based compensation.  However, SFAS 123 allows an entity to continue
to measure compensation cost related to stock and stock options issued to
employees using the intrinsic method accounting

______________________________________________________________________________

                                                                            12

<PAGE> 34



                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees."  Under APB 25, compensation cost,
if any, is recognized over the respective vesting period based on the
difference on the date of grant between the fair value of the Company's common
stock and the grant price.  Entities electing to remain with the accounting
method of APB 25 must make pro forma disclosures of net income and earnings
per share, as if the fair-value method of accounting defined in SFAS 123 had
been applied.  The Company has elected to account for its stock-based
compensation to employees under APB 25 (see Note 7).

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting
for Certain Transactions Involving Stock Compensation," an interpretation of
APB 25.  FIN 44 clarifies the application of APB 25 for (a) the definition of
employee for purposes of applying APB 25, (b) the criteria for determining
whether a plan qualifies as a non-compensatory plan, (c) the accounting
consequence for various modifications to the terms of a previously fixed stock
option or award, and (d) the accounting for an exchange of stock compensation
awards in a business combination.  FIN 44 is effective July 1, 2000, but
certain provisions cover specific events that occur after either December 15,
1998, or January 12, 2000.  The adoption of FIN 44 did not have a material
effect on the financial statements.

Income Taxes
------------

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"),  "Accounting for Income Taxes." Under SFAS
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  A valuation
allowance is provided for significant deferred tax assets when it is more
likely than not that such assets will not be recovered.

Revenue Recognition
-------------------

The Company records sales when goods are shipped to the customer.

______________________________________________________________________________

                                                                            13
<PAGE> 35


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition," which outlines the
basic criteria that must be met to recognize revenue and provides guidance for
presentation of revenue and for disclosure related to revenue recognition
policies in financial statements filed with the Securities and Exchange
Commission.  The effective date of this pronouncement was the fourth quarter
of the fiscal year beginning after December 15, 1999.  The adoption of SAB 101
did not have a material impact on the Company's financial position and results
of operations.

Warranty
--------

The Company provides a warranty of thirty days to direct response customers
and no warranty for sales to retail centers.

Estimated future warranty obligations related to certain products and services
are provided by charges to operations in the period in which the related
revenue is recognized.  The Company has no warranty reserve at February 28,
2001.

Advertising
-----------

The Company expenses the cost of advertising, except those associated with
direct-response advertising, when incurred as selling expenses.  Advertising
expenses were approximately $114,000 and $304,000 for the years ended February
28, 2001 and February 29, 2000, respectively.

Earnings Per Share
------------------

The Company has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings Per Share."  Under SFAS 128, basic earnings per share
is computed by dividing income available to common shareholders by the
weighted average number of shares assumed to be outstanding during the period
of computation.  Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were dilutive.  Because the Company has incurred net losses, basic and diluted
loss per share are the same as additional potential common shares would be
anti-dilutive.

______________________________________________________________________________

                                                                            14

<PAGE> 36


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued

Comprehensive Income
--------------------

The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"),  "Reporting Comprehensive Income."  SFAS 130 establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements.  The adoption of SFAS
130 did not have a material effect on the Company's results of operations or
financial position as the Company has no items of comprehensive income.

Segments of Business
--------------------

The Company has adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"),   "Disclosures about Segments of an Enterprise and Related
Information." SFAS 131 changes the way public companies report information
about segments of their business in their annual financial statements and
requires them to report selected segment information in their quarterly
reports issued to shareholders.  It also requires entity-wide disclosures
about the products and services an entity provides, the material countries in
which it holds assets and reports revenues and its major customers.  The
Company currently operates in one segment, as disclosed in the accompanying
consolidated statement of operations.

Recent Accounting Pronouncements
--------------------------------

In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133  ("SFAS 133"),   "Accounting   for Derivative   Instruments   and Hedging
Activities."  SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  It requires that an entity
recognize all derivatives as either assets or liabilities on the balance sheet
at their fair value.  This statement, as amended by SFAS 137 and 138, is
effective for financial statements for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not expect the adoption of
this standard to have a material impact on its results of operations,
financial position or cash flows, as it currently does not engage in any
derivative or hedging activities.

Reclassifications
------------------

Certain reclassifications were made to prior period amounts, enabling them to
conform to current period presentation.


______________________________________________________________________________

                                                                           15

<PAGE> 37

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of February 28, 2001:

        Furniture and fixtures                        $   61,152
        Computer equipment                                 9,786
        Leasehold improvements                            26,330
                                                       ---------
                                                          97,268

        Less accumulated depreciation and amortization   (19,163)
                                                       ---------

                                                       $  78,105
                                                       =========

Depreciation and amortization expense included in continuing operations
totaled $14,859 and $8,779 for the years ended February 28, 2001 and February
29, 2000, respectively.  Depreciation and amortization expense included in
loss from discontinued operations totaled $13,587 and $4,050 for the years
ended February 28, 2001 and February 29, 2000, respectively.

NOTE 3 - INTANGIBLE ASSETS

Intangible assets consist of the following as of February 28, 2001:

         Customer list                     $       136,560
         Accumulated amortization                  (54,624)
                                           ---------------

                                           $        81,936
                                           ===============
Amortization expense included in continuing operations totaled $38,624 and
$16,000 for the year ended February 28, 2001 and February 29, 2000,
respectively.

NOTE 4 -  NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consist of working capital loans from three
of the Company's stockholders totaling $126,000.  The borrowings accrue
interest at 10% and are due on demand.  Total interest expense incurred was
$12,250 and $4,200 for the year ended February 28, 2001 and February 29, 2000,
respectively, of which $9,200 is included in accrued liabilities in the
accompanying consolidated balance sheet at February 28, 2001.


______________________________________________________________________________

                                                                           16

<PAGE> 38


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 4 - RELATED PARTY NOTES PAYABLE, continued

During fiscal 2001, the Company borrowed and repaid working capital loans from
related parties totaling $180,000.  The loans were non-interest bearing and
were due on demand.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Operating Agreement
-------------------

During fiscal 2000, the Company's subsidiary, IMT's Plumber, Inc., entered
into an operating agreement, as amended, whereby it acquired a 50.01% interest
in Plumber's Secret, LLC ("PS") for $100,000 in cash.  Pursuant to the
agreement, the first $100,000 in losses from PS shall be allocated to the
minority member and the remaining losses shall be allocated to the members, as
defined in the agreement.  During fiscal 2001 and 2000, PS has incurred losses
from operations totaling $161,474 and $423,325, respectively.  Although the
minority member's portion of these losses are approximately $81,000 and
$212,000 for fiscal 2001 and 2000, respectively, only $99,980 of these losses
representing the initial contribution of the minority member has been
allocated to the minority member as the minority member has no obligation to
make good for such excess losses, as defined in the agreements.  As a result,
there is no minority member's interest recorded in the accompanying
consolidated balance sheet at February 28, 2001 or in the accompanying
consolidated statements of operations for fiscal 2001.  The minority member's
interest in the loss from operations for fiscal 2000 is included in the loss
from discontinued operations as of February 29, 2000.

During fiscal 2001 and 2000, the Company advanced approximately $69,000 and
$50,000, respectively, to the minority member of PS, which the Company wrote
off to loss on disposal of discontinued operations as its collectibility is
doubtful.  During fiscal 2001, the members of PS decided to discontinue the
sole product line of PS and the Company has reclassified all remaining assets
and liabilities relating to PS in net liabilities from discontinued operations
in the accompanying consolidated balance sheet at February 28, 2001 and has
classified PS's operating activities for fiscal 2001 and 2000 as discontinued
operations in the accompanying consolidated statements of operations (see Note
10).


______________________________________________________________________________

                                                                          17

<PAGE> 39
                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 5 - COMMITMENTS AND CONTINGENCIES, continued

Licensing Agreement
-------------------

The Company had a licensing agreement with an unrelated party for the
exclusive right to manufacture, advertise, promote, market and sell worldwide
the related product.  Upon execution of the agreement, the Company paid
$20,000 to the licensor which was capitalized and was being amortized over the
term of the license.  During fiscal 2001 and in connection with the
discontinuance of the product line (see Notes 1 and 10), management wrote-off
the remaining book value of $14,716 under loss on disposal of discontinued
operations. Throughout the term of the agreement, the Company incurred
$671,000 of royalty fees, of which $540,000 is included in accrued royalties
under net liabilities from discontinued operations in the accompanying
consolidated balance sheet at February 28, 2001 (see Note 10). The Company is
in negotiations as to a proposed settlement of the outstanding royalty
obligation due to the discontinuance of the product line.

Sales and Distribution Agreement
--------------------------------


The Company has a sales and distribution agreement, as amended, with Lacrex SA
of Switzerland ("Lacrex") to solely and exclusively market in North America
the Lacrex Universal Wrench.  The Company is granted first right of refusal
for worldwide direct response rights on a country-to-country basis.  The
Company has committed to purchase a minimum of 300,000 units of the product at
a purchase price of $5.00 per unit, of which 25,000 units have been purchased
as of February 28, 2001.

In November 1999, the Company received a license to manufacture and market
Strike Jacket, EFL, a fishing line product.  Interactive will be responsible
for developing the product and the infomercial and for fulfilling orders.
Interactive will pay a 15% royalty of the net sales as defined.  There were no
sales of this product as of February 28, 2001; however, the Company has
incurred $139,166 principally for a future infomercial (see Note 1).

Personal Service Agreement
--------------------------

The Company has an exclusive rights agreement with an unrelated party for
product marketing whereby the Company is to pay a 15% royalty on all related
product sales.  The Company has advanced $33,000 as a draw against the profit
split on product sales and has recorded the advance under deposits and other
assets in the accompanying consolidated balance sheet at February 28, 2001.
No related product sales have been recorded for the year ended February 28,
2001, therefore, these payments have been recorded as part of other current
assets in the accompanying consolidated balance sheet.


_____________________________________________________________________________

                                                                          18
<PAGE> 40

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 5 - COMMITMENTS AND CONTINGENCIES, continued

Various Third Party Agreements
-------------------------------

During fiscal 2001 and 2000, the Company was party to various agreements with
third parties for marketing, distribution and consulting services for the
Company's products.  Pursuant to these agreements, the Company is to pay the
third parties varying fees.  As of February 28, 2001, no amounts are owed
under these agreements.

Operating Lease
---------------

The Company leases its office facilities under an operating lease which
expires in September 2004 and provides for lease payments ranging from $5,399
to $6,077.

The future minimum annual lease payments under this lease agreement as of
February 28, 2001 are as follows:


           Years Ending
           February 28,
           ------------

              2002                        $  68,000
              2003                           70,000
              2004                           72,000
              2005                           40,000
                                          ---------

                                          $ 250,000
                                          =========

Rent expense under operating leases for the fiscal years ended February 28,
2001 and February 29, 2000 was $65,675 and $35,500, respectively.

Legal
-----

The Company may be involved from time to time in various claims, lawsuits and
disputes with third parties, actions involving allegations or discrimination
or breach of contract actions incidental in the normal operations of the
business.  The Company is currently not involved in any such litigation which
management believes could have a material adverse affect on its financial
position or results of operations.

______________________________________________________________________________

                                                                          19
<PAGE> 41


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 6 - CONVERTIBLE DEBT

During fiscal 2001, the Company entered into a securities purchase agreement
with unrelated parties, whereby the Company sold various convertible notes
payable with principal balances totaling $600,000 for $517,000 (net of debt
issuance costs of $83,000, which were amortized immediately to interest
expense due to the immediate convertibility of the notes).  The notes accrued
interest at 12% and were convertible at any time at $1.25 per share (the
estimated fair market value of the Company's common stock on the date of debt
issuance based on the closing bid price).  The notes were repaid during fiscal
2001.  In connection with the purchase agreement, the Company gave the
noteholders and placement agent warrants to purchase 360,000 shares of its
common stock at $1.25 per share, expiring in April 2005, which were valued at
$252,000 (estimated by the Company based on the Black-Scholes option pricing
model pursuant to SFAS 123) and recorded as interest expense in the
accompanying consolidated statements of operations (see Note 7).

NOTE 7   STOCKHOLDERS' EQUITY

Common Stock
-------------

The Company was originally authorized to issue 2,500 shares of common stock at
no par value.  At February 1999, there were 2,500 shares of common stock
issued and outstanding to the founders and there were no options or warrants
outstanding.

On March 15, 1999, the Company entered into the Share Exchange Agreement with
Shur De Cor, Inc.  Per the Agreement, 100% of the common stock, or 2,500
shares of Interactive, were exchanged for 12,404,000 shares of common stock of
Shur De Cor, Inc.  For accounting purposes, the transaction was recorded as a
reverse acquisition, as Interactive had control over the entity before and
after the transaction.  Historical information prior to March 15, 1999 is that
of Interactive.  12,404,000 shares issued in the acquisition as well as
6,202,000 shares already outstanding at March 15, 1999 are shown as
outstanding for all periods presented in these financial statements in the
same manner as for a stock split.  Pro forma information on this transaction
is not presented as, at the date of this transaction, Shur De Cor, Inc. was
considered a public shell and accordingly, the transaction was not considered
a business combination.  On March 24, 1999, Shur De Cor, Inc. changed its name
to Interactive Marketing Technology, Inc. and increased its authorized capital
stock from 20,000,000 to 60,000,000 common shares.

During fiscal 2000, the Company sold and issued 580,000 shares of common stock
to investors for cash proceeds of $1,194,050.


_____________________________________________________________________________

                                                                          20
<PAGE> 42

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 7 - STOCKHOLDERS' EQUITY, continued

In November 1999 and January 2000, two of the Company's officers and directors
returned and the Company canceled a total of 7,354,000 shares of the Company's
common stock for no compensation in an attempt to provide additional shares to
the Company for future financing.  In September 2000, the Company reissued
1,941,667 of theses shares of common stock, net of 225,000 shares returned and
cancelled in fiscal 2001.  For earnings per share purposes, this reissuance is
treated as a correction of the fiscal 2000 transaction.

In November 1999, the Company issued 2,000,000 shares of common stock for
master audio recordings (see Note 1).  Management valued the grant at $0.30
per share or $600,000 based on an independent valuation of the asset received.

In September 2000, the Company issued 100,000 shares of common stock, valued
at $45,300 (based on the closing bid price of the Company's common stock on
the date of grant) to consultants in exchange for legal services rendered.

Stock Options
-------------

In March 2000, the Company's board of directors and shareholders approved and
adopted the 2000 Stock Option Plan ("the 2000 plan"), as amended in June 2000.
An aggregate of 10,000,000 shares of common stock are reserved for issuance
under the 2000 plan.  The exercise price for each option shall be equal to not
less than 100% of the fair market value of the common stock on the date of
grant, as defined.  The 2000 plan shall terminate ten years after its adoption
by the board of directors and may be terminated by the board of directors on
any earlier date, as defined.

During the year ended February 28, 2001, the Company issued options pursuant
to the 2000 Plan to purchase 1,150,000 shares of the Company's restricted
common stock at an exercise price of $0.25 per share (estimated to be the fair
market value based on the closing bid price of the Company's common stock on
the date of grant) to employees.  The options vested immediately and are
exercisable through June 2005.

From time to time, the Company issues non-plan stock options pursuant to
various agreements and other compensatory agreements with employees and third
parties.

During the year ended February 28, 2001, the Company issued options to
purchase 742,000 shares of the Company's restricted common stock at an
exercise price of $0.25 per share with a market value of $185,500 (estimated
by the Company based on the Black-Scholes pricing model under SFAS 123) to
consultants and third-party vendors.  The options vested on the date of grant
and are exercisable through June 2005.  During fiscal 2001, the Company
recognized consulting expense of $185,500 in the accompanying consolidated
statements of operations.


______________________________________________________________________________

                                                                            21

<PAGE> 43


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________


NOTE 7 - STOCKHOLDERS' EQUITY, continued

During the year ended February 28, 2001, the Company issued additional options
to purchase 750,000 shares of the Company's restricted common stock at an
exercise price of $0.25 per share (the estimated fair market value of the
Company's common stock on the date of grant based on the closing bid price was
$0.47 per share) to an employee.  Pursuant to APB 25, the Company will
recognize compensation expense totaling $164,250 in the consolidated statement
of operations over the three-year vesting period, none of which has been
recognized as of February 28, 2001.

The following is a status of the stock options outstanding at February 28,
2001 and the changes during the two years then ended:




                                                            Weighted
                                                            Average
                                               Options      Exercise Price
                                            --------------  -------------

      Balance, March 1, 1999 and 2000                    -  $           -
         Granted                                 2,642,000           0.25
         Expired                                         -              -
         Cancelled                                       -              -
                                            --------------  -------------

      Balance, February 28, 2001                 2,642,000  $        0.25
                                            ==============  =============

      Exercisable, February 28, 2001             1,892,000  $        0.25
                                            ==============  =============
      Weighted average fair value of
       options granted                                      $        0.31
                                                            =============

All of the options at February 28, 2001 have an exercise price of $0.25 per
share with a weighted average remaining contractual life of four years.

The fair value of each option granted during 2001 to consultants and outside
service providers is estimated using the Black-Scholes option pricing model on
the date of grant using the following assumptions: (i) no dividend yield, (ii)
volatility of 344%, (iii) weighted average risk free interest rate of
approximately 6.25% and (iv) average expected useful life of 3 years.


______________________________________________________________________________

                                                                            22

<PAGE> 44

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 7 - STOCKHOLDERS' EQUITY, continued

Had compensation cost for the Company's 2001 options granted to employees been
determined consisted to SFAS 123, the Company's net loss and net loss per
share for the year ended February 28, 2001 would approximate the pro forma
amounts below:

                                               February 28, 2001
                                      ----------------------------------
                                          As Reported      Pro Forma
                                      ---------------- -----------------

          Net loss                    $    (2,155,227) $     (2,442,727)
                                      ================ =================
          Basic and diluted loss per
           common share               $         (0.14) $          (0.15)
                                      ================ =================

Warrants
---------

From time to time, the Company issues warrants pursuant to various financing
agreements.

During fiscal 2001, the Company issued warrants to purchase 360,000 shares of
the Company's common stock at an exercise price of $1.25 in connection with
the issuance of convertible debt (see Note 6).  The warrants vested on the
date of grant and are exercisable through April 2005.  Total additional
interest expense of $252,000 representing the fair market value of these
warrants was recognized during fiscal 2001.

In September 2000, pursuant to a marketing agreement with an outside
consultant, the Company issued warrants to purchase 15,000 shares of the
Company's common stock at an exercise price of $0.25 per share, with an
estimated fair market value of $3,750 (estimated by the Company based on the
Black-Scholes option pricing model pursuant to SFAS 123).  The warrants vested
on the date of grant and are exercisable through September 2003.  During
fiscal 2001, the Company recognized consulting expense of $3,750 in the
accompanying consolidated statement of operations.

______________________________________________________________________________

                                                                          23

<PAGE> 45

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 7 - STOCKHOLDERS' EQUITY, continued

The following is a status of the warrants outstanding at February 28, 2001 and
the changes during the two years then ended:
                                                          Weighted
                                                          Average
                                             Warrants     Exercise Price
                                             ------------ ---------------
            Balance, March 1, 2000                     -  $            -
                Granted                          375,000            1.21
                Expired                                -               -
                Cancelled                              -               -
                                             ------------ ---------------

            Balance, February 28, 2001           375,000  $         1.21
                                             ============ ===============

            Exercisable, February 28, 2001       375,000  $         1.21
                                             ============ ===============
            Weighted average fair value
             of warrants granted                          $         1.18
                                                          ===============



360,000 of the warrants at February 28, 2001 have an exercise price of $1.25
per share, with a weighted average remaining contractual life of four years.
15,000 of the warrants at February 28, 2001 have an exercise price of $0.25
per share, with a weighted average remaining contractual life of 2.5 years.

The fair value of each warrant granted during 2001 to consultants and outside
service providers is estimated using the Black-Scholes option pricing model on
the date of grant using the following assumptions: (i) no dividend yield, (ii)
volatility of 344%, (iii) weighted average risk free interest rate of
approximately 6.25% and (iv) average expected useful life of 3 years.

______________________________________________________________________________

                                                                           24

<PAGE> 46

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 8 - INCOME TAXES

The tax effects of temporary differences that give rise to deferred taxes at
February 28, 2001 are as follows:

         Deferred tax asset:
           Net operating loss carryforward                  $  1,085,000
           Expenses recognized for granting of options
             and warrants                                        150,000
                                                            -------------
                                                               1,235,000

           Less valuation allowance                           (1,235,000)
                                                            -------------

           Net deferred tax asset                           $          -
                                                            =============

The valuation allowance increased by approximately $840,000 and $320,000
during the years ended February 28, 2001 and February 29, 2000, respectively.
No current provision for income taxes for the year ended February 28, 2001 is
required, except for minimum California state taxes of $800, since the Company
incurred losses during the period.

The provision for income taxes for the years ended February 28, 2001 and
February 29, 2000 differs from the amount computed by applying the U.S.
Federal income tax rate of 34% to loss from continuing operations before
income taxes as a result of the following;


                                                      2001            2000
                                                 -------------- --------------

  Computed tax benefit at federal statutory rate $    (593,900) $    (181,200)
  State income tax benefit, net of federal effect     (101,900)       (31,100)
  Increase in valuation allowance                      695,800        212,300
  Other, net                                               800            800
                                                 -------------- --------------

                                                 $         800  $         800
                                                 ============== ==============





______________________________________________________________________________

                                                                           25
<PAGE> 47


                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 8 - INCOME TAXES, continued

As of February 28, 2001, the Company had net operating loss carryforwards of
approximately $2,700,000 and $1,350,000 for federal and California state
income tax reporting purposes, which expire in 2020 and 2005, respectively.

NOTE 9 - EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the years ended February
28, 2001 and February 29, 2000:


                                                       Years Ended
                                              -------------------------------
                                               February 28,     February 29,
                                                   2001             2000
                                              --------------- ---------------
 Numerator for basic and diluted loss
  per common  share:
    Net loss from continuing operations       $   (1,747,571) $     (533,659)
    Net loss from discontinued operations           (407,656)       (423,325)
                                              --------------- ---------------

    Net loss                                  $   (2,155,227) $     (956,984)
                                              =============== ===============

 Denominator for basic and diluted
  earnings per share:
    Weighted average shares                       15,873,667      19,853,251
                                              =============== ===============
 Basic and diluted earnings per common share:
   Net loss per common share from continuing
    operations                                $        (0.11) $        (0.03)
   Net loss per common share from
    discontinued operations                            (0.03)          (0.02)
                                              --------------- ---------------

   Net loss per common share                  $        (0.14) $        (0.05)
                                              =============== ===============


______________________________________________________________________________

                                                                            26
<PAGE> 48

                                        INTERACTIVE MARKETING TECHNOLOGY, INC.
                                                               AND SUBSIDIARY

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Years Ended February 28, 2001 and February 29, 2000
______________________________________________________________________________

NOTE 10 - DISCONTINUED OPERATIONS

In November 2000, the Company's management decided to refocus all of its
marketing efforts on new product lines and to abandon its efforts of selling
the Plumber's Secret product line to retailers.  In connection with the
discontinuance of operations, the Company recorded a loss on disposition of
$246,182 for the impairment and write-off of certain assets in the
accompanying consolidated statements of operations. The results of operations
of the product line have been reported separately as discontinued operations.
Revenues from discontinued operations were approximately $2,900,000 and
$860,000 for the years ended February 28, 2001 and February 29, 2000,
respectively.  Prior year financial statements for 2000 have been restated to
present the operations of the Plumber's Secret product line as a discontinued
operation.

For financial reporting purposes, the assets and liabilities of the
discontinued operations have been recorded at their estimated net realizable
value under the caption "Net liabilities from discontinued operations" in the
accompanying balance sheet at February 28, 2001 and are comprised of the
following:

       Assets:
         Inventory                                    $       202,261

       Liabilities:
         Accounts payable                                     178,779
         Accrued liabilities                                  133,740
         Accrued royalties                                    540,000
         Promotional allowances                               425,000
                                                       --------------

              Total liabilities                             1,277,519
                                                       --------------

       Net liabilities from discontinued operations    $    1,075,258
                                                       ==============




______________________________________________________________________________

                                                                           27
<PAGE> 49