SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended December 31, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                       For the transition period from to .


                           Commission File No. 0-30430

                              INTERMOST CORPORATION
        ------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                  43rd Floor, Shenfang Plaza, Renmin South Road
                             Shenzhen, China 518005
                  --------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 86 755 217 5656
                           --------------------------
                           (Issuer's telephone number)


                 -----------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

         As of  December  31,  2000,  11,771,268  shares of Common  Stock of the
issuer were outstanding.

<PAGE>

                              INTERMOST CORPORATION

                                      INDEX


                                                                         Page
                                                                        Number
                                                                      ----------
PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets -- December
            31, 2000 and June 30, 2000................................       3

         Consolidated Condensed Statements of Operations --
            For the three months ended December 31, 2000 and 1999.....       4

         Consolidated Condensed Statements of Operations --
            For the six months ended December 31, 2000 and 1999.......       5

         Consolidated Condensed Statements of Cash Flows --
            For the six months ended December 31, 2000 and 1999.......       6

         Notes to Consolidated Condensed Financial Statements.........       7

         Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.................       8

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K....................      12

         SIGNATURES...................................................      13


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>


                                                          June 30, 2000       December 31, 2000
                                                         -------------       -----------------------
                                                              RMB             RMB               US$
                                                              ---             ---               ---
<S>                                                      <C>                <C>               <C>

Current assets:
     Cash and cash equivalents                             13,556,982      6,396,656           772,543
     Accounts receivable, net                               1,438,235      1,269,951           153,376
     Deposits, prepayments and other receivables            5,438,095      5,038,903           608,563
     Inventories                                               57,058         18,248             2,204
     Due from a director                                      284,265              -                 -
     Due from related companies                                72,345         72,439             8,749
     Due from associated companies                                  -         26,498             3,200
                                                          -----------     ----------         ---------
         Total current assets                              20,846,980     12,822,695         1,548,635
                                                          -----------     ----------         ---------

Investment in an associated company                         4,638,796      2,637,252           318,509
Fixed Assets                                               13,291,366     14,220,484         1,717,450
Intangible assets                                           1,199,996        599,994            72,463
Deferred compensation costs, net                            1,744,878        855,423           103,312
                                                          -----------     ----------       -----------

         Total assets                                      41,722,016     31,135,848         3,760,369
                                                          ===========     ==========       ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accruals and other payables                            2,442,236        993,606           120,001
     Deposits from customers                                  856,549        985,521           119,024
     Business tax payable                                      51,508        133,066            16,071
     Due to directors                                         208,197         72,713             8,782
                                                          -----------   ------------       -----------
         Total current liabilities                          3,558,490      2,184,906           263,878
                                                          -----------   ------------       -----------

Minority interest                                           3,428,693      3,017,963           364,488

Shareholders' equity:
     Common stock, par value US$ 0.001
        authorized 100,000,000 shares
     Common stock subscribed                                   90,840         97,464            11,771
     Shares to be issued                                        6,624              -                 -
     Less: subscription receivable                          (952,200)              -                 -
     Additional paid-in capital                            52,233,737     52,233,737         6,308,422
     Accumulated deficit                                 (16,613,282)   (26,367,335)       (3,184,461)
     Cumulative translation adjustments                      (30,886)       (30,887)           (3,729)
                                                        -------------    -----------       -----------
         Total shareholders' equity                        34,734,833     25,932,979         3,132,003
                                                        -------------    -----------       -----------
         Total liabilities and shareholders'
           equity                                          41,722,016     31,135,848         3,760,369
                                                        =============    ===========       ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>

                                                  Three Months Ended December 31
                                             ----------------------------------------
                                               1999                   2000
                                             -----------    -------------------------
                                                RMB           RMB               US$
                                             -----------    --------         --------
<S>                                        <C>            <C>               <C>

Net sales                                   3,605,352      2,199,690           265,663

Cost of services                            3,194,407      1,623,145           196,032
                                           ----------     ----------        ----------

Gross Profit                                  410,945        576,545            69,631

Selling, general and administrative
   expenses                               (3,295,672)    (4,995,440)         (603,314)
Other income, net                              36,216         96,098            11,606
                                          -----------     ----------        ----------

Loss before income taxes
   and minority interest                  (2,848,511)    (4,322,797)         (522,077)

Share of loss of an associated company              -      (475,504)           (57428)
                                          -----------      ---------          --------

Loss before minority interest             (2,848,511)    (4,798,301)         (579,505)

Minority interest                             159,009        217,532            26,272
                                           ----------     ----------        ----------

Net loss                                  (2,689,502)    (4,580,769)         (553,233)
                                         ============    ===========       ===========

Net loss
  per common share - Basic                     (0.28)         (0.39)            (0.05)
                                         ============    ===========       ===========

Weighted average number of
   shares outstanding                       9,755,178     11,771,268        11,771,268
                                         ============    ===========       ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>

                                                        Six Months Ended December 31
                                                  ----------------------------------------
                                                    1999                   2000
                                                  ---------     --------------------------
                                                    RMB           RMB                US$
                                                  ---------     --------           -------
<S>                                              <C>            <C>               <C>

Net sales                                        6,317,689      4,632,047           559,426

Cost of services                                 4,948,492      4,188,181           505,819
                                                ----------      ---------         ---------

Gross Profit                                     1,369,197        443,866            53,607

Selling, general and administrative
   expenses                                    (4,556,500)    (8,768,860)       (1,059,041)
Other income, net                                   36,217        142,532            17,214
                                               -----------     ----------        ----------

Loss before income taxes
   and minority interest                       (3,151,086)    (8,182,462)         (988,220)

Share of loss of an associated company                  -     (1,982,323)         (239,411)
                                               -----------    -----------        ----------

Loss before minority interest                  (3,151,086)   (10,164,785)       (1,227,631)

Minority interest                                 159,009        410,729            49,605
                                               -----------   ------------       -----------

Net loss                                       (2,992,077)    (9,754,055)       (1,178,026)
                                               ===========   ============       ===========

Net loss
  per common share - Basic                          (0.31)         (0.86)           (0.10 )
                                               ===========   ============       ===========

Weighted average number of
   shares outstanding                            9,758,579     11,371,268        11,371,268
                                               ===========   ============       ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>

                                                                     Six Months Ended December 31,
                                                                 --------------------------------------
                                                                  1999                   2000
                                                                 -------        -----------------------
                                                                   RMB           RMB               US$
                                                                 -------        ------           ------
<S>                                                           <C>            <C>               <C>

Cash flows from operating activities:
Net loss                                                      (2,992,077)    (9,754,053)       (1,178,026)
Adjustments to reconcile net loss to net cash
used in operating activities:
     Amortization                                                 600,002        600,002            72,464
     Depreciation                                                 181,266      1,661,233           200,632
     Cumulative translation adjustment
     Share of loss of as associated company                             -      1,982,323           239,411
     Loss on disposal of fixed assets                                            114,123            13,783
     Minority interest                                          (159,009)      (410,729)          (49,605)
     Compensation expense                                         417,834        889,454           107,422
(Increase) decrease in operating assets  Inventory                      -         38,808             4,687
     Accounts receivable, net                                 (1,228,777)        168,283            20,324
     Deposits, prepayments and other receivables              (2,800,900)        418,413            50,533
     Due from related company                                    (47,297)           (94)              (12)
     Due from associated company                                                (26,498)           (3,200)
     Due from directors                                                          284,265            34,332
Increase (decrease) in operating liabilities
     Accruals, Accounts payable and
        Other payables                                            445,638    (1,448,630)         (174,955)
     Deposits from customers                                      505,362        128,970            15,576
     Business tax payable                                          24,376         81,558             9,850
     Due to directors                                             (9,381)      (135,484)          (16,363)
                                                             ------------    -----------       -----------
        Net cash used in operating activities                 (5,062,963)    (5,408,056)         (653,147)
                                                             ------------    -----------        ----------

Cash flows from investing activities:
     Purchase of plant and equipment                            (613,068)    (2,704,470)         (326,627)
     Due from a join venture partner                          (1,306,708)                 -                -
                                                              ----------------------------------------------
        Net cash used in investing activities                 (1,919,776)    (2,704,470)         (326,627)
                                                            -------------   ------------       -----------

Cash flows from financing activities:
     Cash received from Joint Venture Partner                   1,499,997              -                 -
     Cash received from a Subscriber                            4,140,000              -                 -
     Cash received from shares issued                                   -        952,200           115,000
                                                         ----------------      ---------          --------
        Net cash provided by financing activities               5,639,997        952,200           115,000
                                                                ---------       --------          --------

Effect of cumulative translation adjustments                      (9,133)

Net decrease in cash and cash equivalents                     (1,351,875)    (7,160,326)         (864,774)
Cash and cash equivalents, beginning of period                  4,376,907     13,556,982         1,637,317
                                                                ---------     ----------        ----------

Cash and cash equivalents, end of period                        3,025,032      6,396,656           772,543
                                                               ==========    ===========          ========
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.

                                       6
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   INTERIM FINANCIAL PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements for reporting on Form 10-QSB.  These financial statements have
     not been  audited by  independent  accountants.  The June 30, 2000  balance
     sheet data was  derived  from  audited  financial  statements  but does not
     include  all  disclosures   required  by  generally   accepted   accounting
     principles.  The interim  financial  statements and notes thereto should be
     read in conjunction with the financial statements and notes included in the
     Company's  Form  10-KSB.  In  the  opinion  of  management,  these  interim
     financial  statements  reflect all adjustments of a normal recurring nature
     necessary  for a fair  statement  of the results  for the  interim  periods
     presented.  The current period  results of operations  are not  necessarily
     indicative of results which  ultimately  will be reported for the full year
     ending June 30, 2001.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

     Translation  of amounts from Renminbi  ("Rmb") into United  States  dollars
     ("US$") is for the  convenience  of  readers  and has been made at the noon
     buying rate in New York City for cable  transfers in foreign  currencies as
     certified for customs  purposes by the Federal  Reserve Bank of New York on
     December 31, 2000 of US$1.00 = Rmb8.28.  No representation is made that the
     Renminbi amounts could have been, or could be, converted into United States
     dollars at that rate or at any other rate.

3.   SUBSCRIPTION RECEIVABLE

     During the quarter ended December 31, 2000, the Company  received  $115,000
     in satisfaction of a subscription receivable for 92,000 shares.

4.   DUNWELL ACQUISITION

     The Company  previously  signed an  agreement in principal to acquire a 70%
     interest in Dunwell  Computer (H.K.)  Limited,  a developer and provider of
     Internet technology and e-commerce solutions.  Pursuant to the terms of the
     agreement,  the Company agreed to pay approximately  $362,000,  50% in cash
     and 50% in equity of  Intermost  at $3.50 per share.  At December 31, 2000,
     the Company had paid $179,000 as a deposit and another $102,000 as loans to
     Dunwell. As a result of the downturn in market conditions during the second
     half of 2000,  the Company and Dunwell have agreed to defer  closing of the
     acquisition  and the 51,282 shares  issuable in  satisfaction of the equity
     portion of the purchase price has not been issued.

5.   SUBSEQUENT EVENTS - PURCHASE OF INTEREST IN SHENZHEN HUIFENG WEB
     SECURITY CO. LTD.

     In May 2000, the Company signed a Letter of Intent to purchase  Huifeng Web
     Security,   an  Internet   security  and  technology   products   developer
     headquartered  in Shenzhen.  In October 2000,  the Company  entered into an
     agreement,  superceding the Letter of Intent, pursuant to which the Company
     agreed to acquire shares  representing 58.3% of J-R Technologies Ltd..a 90%
     shareholder  of Huifeng.  The  purchase  price for the shares of Huifeng is
     payable  $176,470  in  cash  plus  510,300  shares  of  common  stock.  J-R
     Technologies  is required to use the cash portion of the purchase  price to
     fund operations of Huifeng. Huifeng specializes in the development and sale
     of Internet and financial  system security  solutions.  Huifeng focuses its
     sales on financial,  banking,  telecom,  and government markets in southern
     China. Huifeng has been in operation since August 1999.

     The  acquisition  of shares of J-R  Technologies  was  completed in January
     2001, resulting in control by the Company of 52.5% of Huifeng.


                                       7
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

         The following  discussion  and analysis  should be read in  conjunction
with the Company's financial  statements and notes thereto included elsewhere in
this Form 10-QSB.  Except for the historical  information  contained herein, the
discussion in this Form 10-QSB contains certain forward looking  statements that
involve risks and  uncertainties,  such as  statements  of the Company's  plans,
objectives,  expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever  they appear in this Form 10-QSB.  The Company's  actual  results could
differ materially from those discussed here. For a discussion of certain factors
that  could  cause  actual  results  to be  materially  different,  refer to the
Company's Form 10-KSB.

Material  Changes in Results of Operations for the Six Months Ended December 31,
2000 as Compared to the Six Months Ended December 31, 1999.

         Net Sales.  Net sales are derived  principally from software design and
general  Internet  solutions and business  consulting  services,  referred to as
"software development and consulting commission income".

         The following  table reflects the total net sales and percentage of net
sales for the periods indicated:
<TABLE>

                                                  Total Net Sales               Percent of Total Net Sales
                                            Six Months Ended December 31,      Six Months Ended December 31,
                                            -----------------------------     ------------------------------
                                                1999              2000            1999              2000
                                            ----------         ----------     ----------         -----------
<S>                                        <C>                <C>              <C>               <C>
                                                US$               US$
Business portals and
e-commerce solutions
- e-commerce solutions                        572,649           545,394            75.1%             97.5%
- Web advertisement                            64,257            14,032             8.4%              2.5%
                                            ---------         ---------           ------           -------
                                              636,906           559,426            83.5%            100.0%

Software development and consulting
- Software development                        126,100                 0            16.5%              0.0%
                                           ----------          --------          -------          --------
                                              126,100                 0            16.5%              0.0%

     Total                                    763,006           559,426           100.0%            100.0%
                                             ========          ========           ======            ======
</TABLE>


         Total net sales  decreased  26.7% to $559,426 during the six months end
December  31,  2000  compared  to  $763,006  during  the  same  period  in 1999.
E-commerce  solutions  revenues decreased 4.8% to $545,394 in the 2000 period as
compared to $572,649 during the same period in 1999. Web advertisement  revenues
decreased 78.2% to $14,032 for the 2000 period as compared to $64,257 during the
same period in the 1999.  There were no software  development  revenues  for six
months end  December  31, 2000  compared  to  $126,100  of software  development
revenues during the same period in 1999.

         The  decline in total net sales,  the flat  performance  in  e-commerce
solutions  and the  decline in  software  development  revenues  were  primarily
attributable  to the  transition of the  Company's  business  associated  with a
refinement  of the Company  business plan in June 2000.  Under the  restructured
business model,  the Company will focus on providing  Internet based  e-commerce
solutions to Chinese companies in two to five industries.  The Company technical
resources   have  been  shifted  to  focus  on  the  in-house   development   of
Supply-Chain-Management   ("SCM")   and   Customer-Relation-Management   ("CRM")
solutions.  The  Company's SCM and CRM software are  presently  undergoing  beta
testing  with SCM  software  presently  scheduled  for  release in by the end of
September  2000 and CRM software  presently  scheduled for release by the end of
June 2001.

                                       8
<PAGE>

         With  the  narrowing  of  the  Company  focus,   revenues  historically
generated by traditional  web hosting and web design  operations,  both of which
were experiencing  declining margins, began to decline during the September 2000
quarter and are  expected to continue to decline as those  offerings  are phased
out. Until SCM and CRM products are completed, revenues are expected to continue
to be flat or declining although we are engaged in efforts to act as a re-seller
of software of other vendors which may offset  declines in revenues  pending the
introduction of our software products.

         Upon introduction of SCM and CRM software,  the Company expects revenue
growth to resume as we integrate our software into e-commerce solution systems.

         Advertisement  revenue for the web site are not expected to reflect any
meaningful  increase  until the Company  finishes such  transition in the second
half of 2001.

         Cost of Services.  Cost of services  consist  principally of salary for
computer   network   technicians,   costs  of  systems  sales  and  integration,
subcontract fees, depreciation and amortization, and other costs associated with
the same,  including travel,  welfare,  office and related expenses allocable to
the  engineering  and  technician  staff.  Additionally,  other cost of services
during the 1999 period includes certain other costs associated with the offering
of special  promotional  packages,  which package  included  participation  in a
seminar, lodging and advertisement.

         The  following  table  reflects  the  principal  components  of cost of
services and  percentage  of net sales  represented  by each  component  for the
periods indicated:

<TABLE>

                                            Total Cost of Services            Percent of Total Net Sales
                                         Six Months Ended December 31,       Six Months Ended December 31,
                                        -------------------------------     -------------------------------
                                            1999             2000               1999              2000
                                        -------------     -------------     ------------       ------------
<S>                                     <C>               <C>               <C>                <C>
                                             US$              US$

Engineers/technician salaries              73,572           149,672             9.6%             26.8%
Subcontract fees                          109,771                 0            14.4%              0.0%
Cost of system sales and integration      311,259            58,846            40.8%             10.5%
Depreciation                                7,498            21,250             0.9%              3.8%
Other                                      95,544           276,051            12.5%             49.3%
                                        ---------        ----------         --------           -------

         Total                            597,644           505,819            78.3%             90.4%
                                         ========          ========           ======            ======
</TABLE>


         Compared  to the same period of 1999,  the costs of services  decreased
15.4% to  $505,819.  The speed of decline in revenue is faster than the speed of
costs  decline.  The  principal  components  of cost of services  during the six
months ended December, 2000 were engineer/technician salaries; subcontract fees;
cost   of   hardware;    other   costs    associated   with   support   on   the
engineering/technician   staff;  and  depreciation  of  equipment   utilized  in
connection with services.

         The costs of services was  principally  attributable to expenditures to
support  the shift in the Company  strategy,  including  technology  team salary
which was related to the development of SCM and CRM products.

         Selling,  General  and  Administrative  Expense.  Selling,  general and
administrative  expense ("SG&A") consists  principally of (1) sales commissions,
advertising,  trade show and seminar expenses,  and direct-field  sales expense,
(2) salary for  administrative  and sales staff, (3) corporate  overhead and (4)
amortization of intangibles.

         The  following  table  reflects the  principal  components  of SG&A and
percentage of net sales represented by each component for the periods indicated:

                                       9
<PAGE>
<TABLE>

                                               Total SG&A                Percent of Total Net Sales
                                      Six Months Ended December 31,     Six Months Ended December 31,
                                      -----------------------------     -----------------------------
                                           1999          2000             1999              2000
                                      --------------   ------------     ----------        -----------
<S>                                   <C>              <C>              <C>               <C>
                                            US$           US$

Sales and marketing salaries and
   commissions                            45,715        98,121             6.0%             17.5%
Other sales and marketing expenses       100,641       102,535            13.2%             18.3%
Rentals                                   15,046        26,558             2.0%              4.7%
Administrative salaries                   44,761       209,097             5.9%             37.4%
Other corporate                          271,675       496,555            35.6%             88.8%
Amortization of intangibles               72,464        72,464             9.5%             13.0%
                                        --------    ----------          -------          --------

         Total                           550,302     1,005,330            72.1%            179.7%
                                        ========    ==========           ======           =======
</TABLE>

     For the six month period ended December 31, 2000, SG&A increased  82.7%, to
$1,005,330,  or 72.1% of net sales, compared to $550,302, or 179.7% of net sales
during the 2000 period.

     The increase in SG&A has been principally  attributable to a combination of
(1)  corporate  overhead  including  professional  fee and legal fee for  annual
auditing and due diligence  reports,  (2) an increase in administrative  support
staff,  including the addition of three senior management  personnel salary, (3)
marketing efforts associated with the promotion in supporting  Intermost Bowling
Cup in  Shenzhen  area and  other  costs  associated  with  marketing  research,
industry journal advertising and other related expenses.

     The principal  components of SG&A during the six months ended  December 31,
2000  were  sales  and  marketing  salaries  and  commissions;  other  marketing
expenditures;  administrative  salaries and benefits;  other corporate  expense,
which includes occupancy expense, general office expenses, travel, general staff
welfare  expense  and  consulting  fees,  among  others;   and  amortization  of
intangibles.

     Amortization   expense   related  to  the   acquisition  of  eighty  system
integration  contracts from Labtam Corporation in July 1999 for 69,700 shares of
common stocks of the Company.

     The  intangible   assets  are  being  amortized  over  a  24-month  period,
representing  the life of the  contracts  and the  expected  useful  life of the
technological   know-how.  We  will  incur  amortization  expense  quarterly  of
approximately $36,000 for the system integration contracts through June 30, 2001
and $83,000 for the technological know-how through March 31, 2002.

     Minority  Interest.  Minority  interest of $49,605 was reported  during the
current six months. Minority interest reflects the proportionate interest in the
earnings/(loss) of Jiayin Joint Venture not attributable to the Company.

Material Changes in Financial Condition, Liquidity and Capital Resources.

     At December  31,  2000 we had cash and cash  equivalents  of  $772,543  and
working  capital  of  $1,284,757  as  compared  to  $1,637,317  of cash and cash
equivalents and $2,087,982 of working capital at June 30, 2000.

     Operations  used $653,147 of cash during the six months ended  December 31,
2000.  Funds used in operations  primarily  relate to the losses incurred during
the period and  reductions in payables  during the period,  which were partially
offset by various non-cash charges to earnings.

                                       10
<PAGE>


         Investing activities used $326,627 during the six months ended December
31, 2000. Funds used in investing  activities  consist of purchases of equipment
to support operations.

         Financing  activities  provided  $115,000  during the six months  ended
December 31, 2000. Funds provided by financing  activities consisted of proceeds
from  subscription  receivables for 92,000 shares from a private placement which
amount has been in an escrow account since October 1999.

         The Company had no long term debt at December 31, 2000.

         The Company signed an agreement in June 2000, to acquire a 70% interest
in Dunwell  Computer  (H.K.)  Limited,  a  developer  and  provider  of Internet
technology and e-commerce solutions. Pursuant to the terms of the agreement, the
Company  will  pay  approximately  $362,000,  50% in cash and 50% in  equity  of
Intermost  at US$3.50 per share.  At  December  31,  2000,  the Company had paid
$179,000 as a deposit and another  $102,000 as loans to Dunwell.  As a result of
the downturn in market  conditions  during the second half of 2000,  the Company
and  Dunwell  have  agreed to defer  closing of the  acquisition  and the 51,282
shares  issuable in satisfaction of the equity portion of the purchase price has
not been issued.

         In June 2000, the Company formed  Shenzhen  Sino-E  E-commerce  Company
Limited  ("Sino-E"),  a  joint-venture  company  with Midea  Group to develop an
exchange   platform  system  for   procurement   among  Chinese  home  appliance
manufacturers.  Midea Group is a leading home appliance  manufacturer  in China,
and is publicly traded on China's Shenzhen Stock Exchange. Intermost contributed
$724,637 (RMB6,000,00) to hold 40% of Sino-E, while Midea contributed $1,086,956
(RMB9,000,000)  to hold 60% of  Sino-E.  Intermost's  interest  in Sino-E may be
further  transferred to a third party when appropriate.  In August and September
2000,  NEU-Alpine  Software  Corporation,  one of the largest publicly traded IT
companies in China,  contributed $120,772 (RMB1,000,000) to Sino-E. Intermost is
now engaged in developing Sino-E's exchange platform.

         In May 2000, the Company signed a Letter of Intent to purchase  Huifeng
Web  Security,   an  Internet   security  and  technology   products   developer
headquartered  in  Shenzhen.  In  October  2000,  the  Company  entered  into an
agreement,  superceding  the Letter of  Intent,  pursuant  to which the  Company
agreed to acquire  shares  representing  58.3% of J-R  Technologies  Ltd., a 90%
shareholder of Huifeng.  The purchase price for the shares of Huifeng is payable
$176,470  in cash plus  510,300  shares of common  stock.  J-R  Technologies  is
required to use the cash portion of the  purchase  price to fund  operations  of
Huifeng.  Huifeng  specializes  in the  development  and  sale of  Internet  and
financial  system  security  solutions.  Huifeng focuses its sales on financial,
banking,  telecom, and government markets in southern China. Huifeng has been in
operation since August 1999.

         The acquisition of shares of J-R  Technologies was completed in January
2001, resulting in control by the Company of 52.5% of Huifeng.

         Depending   upon  the  rate  of  growth  and  the  growth   initiatives
undertaken, we may seek additional capital in the future to support expansion of
operations  and  acquisitions.  We are presently  involved in  discussions  with
various financing sources with respect to providing equity financing.

Certain Factors Affecting Future Operating Results

         Our operating results have been, and will continue to be, affected by a
wide  variety of factors that could have a material  adverse  effect on revenues
and profitability during any particular period,  including the level and rate of
acceptance of our products and services by the Chinese people,  continued growth
in use of the Internet in China, entry of new competition (including established
companies  from  outside  of China  and  companies  with  substantially  greater
resources),  fluctuations in the level of orders for services which are received
and can be delivered in a quarter,  rescheduling  or  cancellation  of orders by
customers,  competitive pressures on selling prices, changes in product, service
or customer  mix,  rapid  changes in  technology,  dependence  upon  certain key
employees,  availability and cost of computer technicians, loss of any strategic
relationships,  our ability to  introduce  new products and services on a timely
basis, new product and service  introductions  by our competitors,  requirements
for additional  capital to support future growth and acquisitions,  fluctuations
in exchange  rates,  and general  economic  conditions,  among  others.  Various
factors  which  effect our future  operating  results are  discussed in our Form
10-KSB.

                                       11
<PAGE>

     Future revenues and operating results will be affected by the operations of
Dunwell Computer (Hong Kong) Ltd. and Huifeng Web Security.

     Except  as  noted  above,  we are  not  aware  of  any  trends,  events  or
uncertainties  which  have had,  or are  reasonably  likely to have,  a material
impact on our operations or our short-term or long-term liquidity.

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          None

     (b)  Reports on Form 8-K

          Form 8-K dated October 30, 2000 reported under Item 4 the  resignation
          of Arthur Andersen & Co. as the Company's independent accountants.


                                       12
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         INTERMOST CORPORATION


Dated:   February 9, 2001                By:  /s/ Jun Liang
                                            -----------------------------------
                                               Jun Liang, President and C.E.O



                                         By: /s/ Oliver Li
                                            -----------------------------------
                                              Oliver Li, Financial Controller