UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

      FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

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

      FOR THE TRANSITION PERIOD FROM ________ TO ________

                         Commission file number: 0-30430


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


          Wyoming                                     87-0418721
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification Number)


             31st Floor, B31-23 Guomao Building, Renmin Rd. (South)
                   Shenzhen, People's Republic of China 518014
                    (Address of principal executive offices)


                               (86) 755-8221-0238
              (Registrant's telephone number, including area code)


                                 Not applicable
            (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 January 31, 2005, the issuer had 84,017,406 shares of common stock,
US$0.001 par value, issued and outstanding.

      Transitional Small Business Disclosure Format. Yes [ ] No [x]
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

This Quarterly Report on Form 10-QSB for the quarterly period ended December 31,
2004 contains "forward-looking statements", including statements that include
the words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, but are not limited to, statements
concerning the Company's expectations regarding its working capital
requirements, financing requirements, business prospects, and other statements
of expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. The forward-looking statements in this Quarterly Report on Form 10-QSB
for the quarterly period ended December 31, 2004 involve known and unknown
risks, uncertainties and other factors that could cause the actual results,
performance or achievements of the Company to differ materially from those
expressed in or implied by the forward-looking statements contained herein.
Except as required by law, the Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect any future events or circumstances.

<TABLE>
<CAPTION>
                                      INDEX
                                                                                 Page
                                                                                Number
                                                                                ------
<S>                                                                             <C>
PART I - FINANCIAL INFORMATION

       Item 1.  Financial Statements

       Condensed Consolidated Balance Sheets -
            June 30, 2004 and December 31, 2004(Unaudited)                         1

       Condensed Consolidated Statements of Operations (Unaudited) ---
            Three Months and Six Months ended December 31, 2003 and 2004           2

       Condensed Consolidated Statements of Cash Flows (Unaudited) ---
            Six Months Ended December 31, 2003 and 2004                            4

       Notes to Condensed Consolidated Financial Statements ---
            Three Months and Six Months Ended December 31, 2003 and 2004           5

    Item 2.  Management's Discussion and Analysis or Plan of Operation            15

    Item 3.  Controls and Procedures                                              30

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                                   31

     Item 2  Unregistered Sales of Equity Securities and Use of Proceeds          31

     Item 3  Defaults Upon Senior Securities                                      31

     Item 4  Submission of Matters to a Vote of Security Holders                  31

     Item 5  Other Information                                                    31

     Item 6.  Exhibits                                                            32


SIGNATURES
</TABLE>
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           December 31, 2004
                                                                  June 30, 2004              (Unaudited)
                                                                       RMB               RMB             US$
                                                                 --------------    --------------    --------------
                                                   ASSETS
<S>                                                              <C>               <C>               <C>
Current Assets
     Cash and cash equivalents                                        1,544,822         1,109,284           133,971
     Accounts receivable, including RMB47,289,880
         (US$5,711,338) from related companies at
         December 31, 2004                                            3,052,336        47,672,679         5,757,570
     Inventories                                                          6,000            41,256             4,983
     Deposits, prepayments and other receivables                      4,503,799         7,292,764           880,769
     Due from a related company                                              --         9,250,000         1,117,150
                                                                 --------------    --------------    --------------
          Total current assets                                        9,106,957        65,365,983         7,894,443
                                                                 --------------    --------------    --------------

Other Assets

  Investment in an associated company                                21,646,308        23,686,659         2,860,708
  Plant and equipment, net                                              365,400           275,025            33,216
    Goodwill, at cost                                                 4,568,552        21,005,616         2,536,910
    Intangible assets, net                                                   --         3,854,105           465,472
                                                                 --------------    --------------    --------------
          Total assets                                               35,687,217       114,187,388        13,790,749
                                                                 ==============    ==============    ==============

                          LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY

Current Liabilities
     Accounts payable                                                 3,117,252        31,847,025         3,846,259
     Accrued liabilities and other payables                           1,714,076         3,055,659           369,041
     Customer deposits                                                  421,051         3,635,788           439,105
     Deferred revenue                                                   286,357           327,580            39,563
     Business taxes and government surcharges payable                    36,131         5,107,133           616,804
     Due to a director                                                  148,283            75,613             9,132
                                                                 --------------    --------------    --------------
          Total current liabilities                                   5,723,150        44,048,798         5,319,904
                                                                 --------------    --------------    --------------

Minority Interests                                                      940,072        12,105,978         1,462,075
                                                                 --------------    --------------    --------------

Commitments and Contingencies

Shareholders' Equity
Preferred stock, par value US$0.001 per share-
   Authorized - 5,000,000 shares
   Issued and outstanding - None                                             --                --                --
Common stock, par value US$0.001 per share-
   Authorized - 500,000,000 shares
   Issued and outstanding --- 67,017,406 shares at
      June 30, 2004 and 79,017,406 shares at December 31, 2004          554,938           654,298            79,021
 Reserved and to be issued - 200,000 shares                               1,656             1,656               200
 Additional paid-in capital                                         102,521,781       129,249,621        15,609,858
 Accumulated deficit                                                (74,023,484)      (71,842,067)       (8,676,578)
 Accumulated other comprehensive loss                                   (30,896)          (30,896)           (3,731)
                                                                 --------------    --------------    --------------
     Total shareholders' equity                                      29,023,995        58,032,612         7,008,770
                                                                 --------------    --------------    --------------
     Total liabilities, minority interests and
        Shareholders' equity                                         35,687,217       114,187,388        13,790,749
                                                                 ==============    ==============    ==============
</TABLE>

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


                                       1
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended December 31,
                                                   -------------------------------
                                                  2003                         2004
                                                  ----                         ----
                                                  RMB             RMB            US$
<S>                                          <C>             <C>              <C>
Net revenues, including RMB34,789,744
  (US$4,201,660) sold to related
  companies for the three months
  ended December 31, 2004                       4,165,593      38,512,583       4,651,278
Cost of revenues                               (3,039,004)    (27,044,562)     (3,266,251)
                                             ------------    ------------    ------------
Gross profit                                    1,126,589      11,468,021       1,385,027
                                             ------------    ------------    ------------
Costs and expenses:
Selling, general and administrative
  expenses                                      2,743,671       3,212,752         388,014
Amortization of intangible assets                      --       1,193,013         144,084
                                             ------------    ------------    ------------
Total costs and expenses                        2,743,671       4,405,765         532,098
                                             ------------    ------------    ------------
Income (loss) from operations                  (1,617,082)      7,062,256         852,929
Interest income                                     4,701           1,790             216
Other income, net                                  21,266          46,353           5,598
                                             ------------    ------------    ------------
Income (loss) before income taxes,
  minority interests and equity
  in earnings of an associated company         (1,591,115)      7,110,399         858,743
Income taxes                                           --      (1,636,933)       (197,697)
                                             ------------    ------------    ------------
Income (loss) before minority interests
  and equity in earnings of an associated
  company                                      (1,591,115)      5,473,466         661,046
Minority interests                               (132,537)     (4,615,468)       (557,424)
                                             ------------    ------------    ------------
Income (loss) before equity in earnings of
  an associated company                        (1,723,652)        857,998         103,622
Equity in earnings of an associated
  Company                                              --         611,559          73,860
                                             ------------    ------------    ------------
Net income (loss)                              (1,723,652)      1,469,557         177,482
                                             ============    ============    ============

Net income (loss) per common share -
  basic and diluted                                 (0.03)           0.02           0.002
                                             ============    ============    ============

Weighted average number of common shares
  outstanding - basic and diluted              56,394,580      79,217,406      79,217,406
                                             ============    ============    ============
</TABLE>

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


                                       2
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months Ended December 31,
                                                         -----------------------------
                                                  2003                              2004
                                                  ----                              ----
                                                  RMB                 RMB                US$
<S>                                         <C>              <C>                <C>
Net revenues, including RMB49,076,923
  (US$5,927,165) sold to related
  companies for the six months
  ended December 31, 2004                        7,738,538        54,810,629         6,619,641
Cost of revenues                                (5,929,875)      (38,356,614)       (4,632,441)
                                            --------------    --------------    --------------
Gross profit                                     1,808,663        16,454,015         1,987,200
                                            --------------    --------------    --------------
Costs and expenses:
Selling, general and administrative
  expenses                                       5,088,973         5,626,020           679,471
Amortization of intangible assets                       --         1,789,520           216,126
                                            --------------    --------------    --------------
Total costs and expenses                         5,088,973         7,415,540           895,597
                                            --------------    --------------    --------------
Income (loss) from operations                   (3,280,310)        9,038,475         1,091,603
Interest income                                     10,192             3,190               385
Other income, net                                   21,266            32,455             3,920
                                            --------------    --------------    --------------
Income (loss) before income taxes,
  minority interests and equity in
  earnings of an associated company             (3,248,852)        9,074,120         1,095,908
Income taxes                                            --        (2,338,170)         (282,387)
                                            --------------    --------------    --------------
Income (loss) before minority interests
  and equity in earnings of an associated
  company                                       (3,248,852)        6,735,950           813,521
Minority interests                                (261,112)       (6,594,884)         (796,484)
                                            --------------    --------------    --------------
Income (loss) before equity in earnings
  of an associated company                      (3,509,964)          141,066            17,037
Equity in earnings of an associated
  Company                                               --         2,040,351           246,419
                                            --------------    --------------    --------------
Net income (loss)                               (3,509,964)        2,181,417           263,456
                                            ==============    ==============    ==============

Net income (loss) per common share -
  basic and diluted                                  (0.07)             0.03             0.003
                                            ==============    ==============    ==============

Weighted average number of common shares
  outstanding - basic and diluted               53,230,323        76,678,276        76,678,276
                                            ==============    ==============    ==============
</TABLE>

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


                                       3
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                   Six Months Ended December 31,
                                                                    2003                    2004
                                                                 -----------             -----------
                                                                    RMB            RMB               US$
<S>                                                               <C>             <C>              <C>
Cash flows from operating activities:
Net income (loss)                                                 (3,509,964)     2,181,417        263,456
Adjustments to reconcile net income (loss) to net cash used in
  operating activities:
     Common stock reserved and to be issued in exchange for
       services                                                      894,240             --             --
     Amortization of intangible assets                                    --      1,789,520        216,126
     Amortization of computer software held for sale                 310,500             --             --
     Equity in earnings of an associated company                          --     (2,040,351)      (246,419)
     Depreciation                                                    198,026        177,023         21,379
     Minority interests                                              261,112      6,594,884        796,484
     (Increase) decrease in operating assets -
        Accounts receivable                                          445,041    (44,620,343)    (5,388,930)
        Inventories                                                  (93,990)        85,787         10,361
        Deposits, prepayments and other receivables                 (833,042)    (2,788,965)      (336,832)
     Increase (decrease) in operating liabilities -
        Accounts payable                                          (1,488,985)    28,729,773      3,469,778
        Accrued liabilities and other payables                       822,077      1,061,327        128,179
        Customer deposits                                            197,860      3,214,737        388,253
        Deferred revenue                                             100,630         41,223          4,979
        Business taxes and government surcharges payable              18,712      5,071,002        612,440
                                                                 -----------    -----------    -----------
Net cash used in operating activities                             (2,677,783)      (502,966)       (60,746)
                                                                 -----------    -----------    -----------
Cash flows from investing activities:
    Purchase of property and equipment                              (140,028)       (86,648)       (10,465)
    Cash acquired from investment in subsidiary                           --        476,746         57,579
    Increase in amount due from related companies                         --       (250,000)       (30,193)
                                                                 -----------    -----------    -----------
Net cash provided by (used in) investing activities                 (140,028)       140,098         16,291
                                                                 -----------    -----------    -----------

Cash flows from financing activities:
    Proceeds from short-term loan                                 (1,300,000)            --             --
    Repayment of short-term loan                                   1,300,000             --             --
    Advances from (repayment to) a director                          173,340        (72,670)        (8,777)
    Net proceeds from issuance of common stock                     7,880,926             --             --
                                                                 -----------    -----------    -----------
Net cash provided by (used in) financing activities                8,054,266        (72,670)        (8,777)
                                                                 -----------    -----------    -----------
Cash and cash equivalents:
Net increase (decrease)                                            5,236,455       (435,538)       (52,602)
Balance at beginning of period                                       652,453      1,544,822        186,573
Balance at end of period                                           5,888,908      1,109,284        133,971
                                                                 ===========    ===========    ===========

Supplemental cash flow information:
   Cash paid for interest                                                 --             --             --
   Cash paid for income taxes                                             --         16,657          2,012
Non-cash investing and financing activities:
    Receivable from issuance of common stock                       1,808,352             --             --
    Acquisition of subsidiary:
       Non-cash assets acquired                                           --      9,110,394      1,100,289
       Liabilities assumed                                                --        280,256         33,847
       Issuance of common stock                                           --     26,827,200      3,240,000
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements


                                       4
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
          THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2004

1. ORGANIZATION AND BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of
Intermost Corporation (the "Company") and its majority-owned subsidiaries, of
which the Company has the ability to exercise control and direct operations and
the minority interests do not possess participatory rights. All material
intercompany balances and transactions have been eliminated on consolidation.

The condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America.

The condensed consolidated financial statements are unaudited, but in the
opinion of management of the Company, contain all adjustments, which include
normal recurring adjustments, necessary to present fairly the financial position
at December 31, 2004, the results of operations for the three months and six
months ended December 31, 2004 and 2003, and the cash flows for the six months
ended December 31, 2004 and 2003. The balance sheet as of June 30, 2004 is
derived from the Company's audited financial statements included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004.

Certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, although management of
the Company believes that the disclosures contained in these financial
statements are adequate to make the information presented therein not
misleading. For further information, refer to the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2004, as filed with the Securities and Exchange
Commission.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

The results of operations for the three months and six months ended December 31,
2004 are not necessarily indicative of the results of operations to be expected
for the full fiscal year ending June 30, 2005.


                                       5
<PAGE>

2. NET INCOME (LOSS) PER COMMON SHARE

Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
requires presentation of basic earnings per share ("Basic EPS") and diluted
earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed
by dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding (including shares reserved for
issuance) during the period. Diluted earnings per share gives effect to all
dilutive potential common shares outstanding during the period. The Company did
not have any potentially dilutive securities outstanding during the three months
and six months ended December 31, 2003 and 2004. Accordingly, basic and diluted
earnings per share are the same for all periods presented.

3. FOREIGN CURRENCY TRANSLATION

The Company maintains its books and records in Renminbi ("Rmb"), the currency of
the People's Republic of China (the "PRC"). The Rmb is the Company's functional
currency, as the Company's business activities are located in the PRC and
denominated in Rmb. Translation of amounts into United States dollars ("US$")
has been made at the rate of Rmb8.28 to US$1.00. The translation of the
financial statements of subsidiaries whose functional currencies are other than
Rmb into Rmb is performed for balance sheet accounts using closing exchange
rates in effect at the balance sheet date and for revenue and expense accounts
using an average exchange rate during each reporting period. The gains or losses
resulting from translation are included in stockholders' equity separately as
accumulated other comprehensive loss.

Transactions in currencies other than functional currencies during the period
are translated into the respective functional currencies at the applicable rates
of exchange prevailing at the time of the transactions. Monetary assets and
liabilities denominated in currencies other than functional currencies are
translated into the respective functional currencies at the applicable rates of
exchange in effect at the balance sheet date. Exchange gains and losses are
included in the statement of operations. Exchange gains and losses were not
significant for the three months and six months ended December 31, 2003 and
2004.

The Rmb is not readily convertible into US$ or other foreign currencies.
Translation of amounts from Rmb into 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, 2004 of US$1.00 = Rmb8.28. No representation is made
that the Rmb amounts could have been, or could be, converted into US$ at that
rate or at any other rate.

4. STOCK-BASED COMPENSATION

The Company may periodically issue shares of common stock for services rendered
or for financing costs. The Company may also periodically issue shares of common
stock in conjunction with the acquisition of all or a portion of the equity
interest in a business. The shares of common stock vest immediately on issuance
and are not subject to any redemption rights.


                                       6
<PAGE>

The value of the shares of common stock issued for accounting purposes is based
on the market price of the shares at the date of the transaction or on the fair
value of the services rendered or net assets acquired, whichever is more
determinable, based on the specific facts and circumstances of each transaction.

The Company may periodically issue stock options to employees and stock options
or warrants to non-employees in non-capital raising transactions for services
and for financing costs.

The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes a
fair value method of accounting for stock-based compensation plans.

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options to
employees, or to continue to follow the intrinsic value method set forth in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", but to disclose on an annual basis the pro forma effect on net
income (loss) and net income (loss) per share had the fair value of the stock
options been recorded in the financial statements. SFAS No. 123 was amended by
SFAS No. 148, which now requires companies to disclose in interim financial
statements the pro forma effect on net income (loss) and net income (loss) per
common share of the estimated fair market value of stock options issued to
employees. The Company has elected to continue to account for stock-based
compensation plans utilizing the intrinsic value method. Accordingly,
compensation cost for stock options will be measured as the excess, if any, of
the fair market price of the Company's common stock at the date of grant above
the amount an employee must pay to acquire the common stock.

In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.

In accordance with SFAS No. 123, the Company will provide footnote disclosure
with respect to stock-based employee compensation. The value of a stock-based
award will be determined using the Black-Scholes option-pricing model, whereby
compensation cost is the fair value of the award as determined by the pricing
model at the grant date or other measurement date. The resulting amount will be
charged to expense on the straight-line basis over the period in which the
Company expects to receive benefit, which is generally the vesting period. Stock
options issued to non-employee directors at fair market value will be accounted
for under the intrinsic value method.

The Company did not have any stock options outstanding during the period ended
December 31, 2003 and 2004. Accordingly, no pro forma financial disclosure is
provided herein.


                                       7
<PAGE>

5. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The impact from the adoption of SFAS No. 150 did
not have a significant effect on the Company's consolidated financial statement
presentation or disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities. In December 2003, the FASB issued
a revised version of FIN 46 ("FIN 46R") that replaced the original FIN 46. FIN
46R requires identification of a company's participation in variable interest
entities ("VIEs"), which are defined as entities with a level of invested equity
that is not sufficient to fund future activities to permit it to operate on a
stand alone basis. For entities identified as a VIE, FIN 46R sets forth a model
to evaluate potential consolidation based on an assessment of which party to the
VIE (if any) bears a majority of the exposure to its expected losses, or stands
to gain from a majority of its expected returns. FIN 46R also sets forth certain
disclosures regarding interests in VIEs that are deemed significant, even if
consolidation is not required. The Company is not currently participating in, or
invested in any VIEs, as defined in FIN 46R. Accordingly, the implementation of
the provisions of FIN 46R did not have a significant effect on the Company's
consolidated financial statement presentation or disclosures.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment". SFAS
No. 123(R) revises SFAS No. 123, "Accounting for Stock-Based Compensation" and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS
No. 123(R) focuses primarily on the accounting for transactions in which an
entity obtains employee services in share-based payment transactions. SFAS No.
123(R) requires companies to recognize in the statement of operations the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of those awards (with limited exceptions). SFAS No.
123(R) is effective as of the first interim or annual reporting period that
begins after June 15, 2005 for non-small business issuers and after December 15,
2005 for small business issuers. Accordingly, the Company will adopt SFAS No.
123(R) in its quarter ending March 31, 2006. The Company is currently evaluating
the provisions of SFAS No. 123(R) and has not yet determined the impact, if any,
that SFAS No. 123(R) will have on its financial statement presentation or
disclosures.


                                       8
<PAGE>

6. CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

Country Risk - The Company is subject to the consideration and risks of
operating in the People's Republic of China (the "PRC"). These include risks
associated with the political and economic environment, foreign currency
exchange and the legal system in the PRC. The economy of PRC differs
significantly from the economies of the "western" industrialized nations in such
respects as structure, level of development, gross national product, growth
rate, capital reinvestment, resource allocation, self-sufficiency, rate of
inflation and balance of payments position, among others. Only recently has the
PRC government encouraged substantial private economic activities. The Chinese
economy has experienced significant growth in the past several years, but such
growth has been uneven among various sectors of the economy and geographic
regions. Actions by the PRC government to control inflation have significantly
restrained economic expansion in the recent past. Similar actions by the PRC
government in the future could have a significant adverse effect on economic
conditions in the PRC.

Many laws and regulations dealing with economic matters in general and foreign
investment in particular have been enacted in the PRC. However, the PRC still
does not have a comprehensive system of laws, and enforcement of existing laws
may be uncertain and sporadic.

The Company's primary sources of revenues and cash flows are derived from its
business operations in the PRC. The Company's business activity is with
customers in the PRC. The PRC economy has, for many years, been a
centrally-planned economy, operating on the basis of annual, five-year and
ten-year state plans adopted by central PRC governmental authorities, which set
out national production and development targets. The PRC government has been
pursuing economic reforms since it first adopted its "open-door" policy in 1978.
There is no assurance that the PRC government will continue to pursue economic
reforms or that there will not be any significant change in its economic or
other policies, particularly in the event of any change in the political
leadership of, or the political, economic or social conditions in, the PRC.
There is also no assurance that the Company will not be adversely affected by
any such change in governmental policies or any unfavorable change in the
political, economic or social conditions, the laws or regulations, or the rate
or method of taxation in the PRC.

As many of the economic reforms that have been or are being implemented by the
PRC government are unprecedented or experimental, they may be subject to
adjustment or refinement, which may have adverse effects on the Company.
Further, through state plans and other economic and fiscal measures such as the
leverage of exchange rate, it remains possible for the PRC government to exert
significant influence on the PRC economy.

The Company's financial instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents. Cash and cash equivalents
are maintained with government-owned banks in the PRC with high credit ratings.
Accordingly, the Company believes that no significant credit risk exists.

Any devaluation of the Renminbi ("Rmb") against the United States dollar would
consequently have adverse effects on the Company's financial performance and
asset values when measured in terms of the United States dollar. Should the Rmb
significantly devalue against the United States dollar, such devaluation could
have a material adverse effect on the Company's earnings and the foreign
currency equivalent of such earnings.


                                       9
<PAGE>

On January 1, 1994, the PRC government introduced a single rate of exchange as
quoted daily by the People's Bank of China (the "Unified Exchange Rate"). No
representation is made that the Rmb amounts have been, or could be, converted
into US dollars at that rate. This quotation of exchange rates does not imply
free convertibility of Rmb to other foreign currencies. All foreign exchange
transactions continue to take place either through the Bank of China or other
banks authorized to buy and sell foreign currencies at the exchange rate quoted
by the People's Bank of China. Approval of foreign currency payments by the
People's Bank of China or other institutions requires submitting a payment
application form together with suppliers' invoices, shipping documents and
signed contracts.

Restrictions on the Payment of Dividends - PRC law requires net profits after
taxes to be used to set-off any losses carried forward before any distribution
of profits may be made. Furthermore, PRC law imposes a Mandatory Provident
Reserve on all businesses. Under this law, a business must set aside 10% of its
distributable profits as a mandatory reserve before a distribution of profits
may occur. Once the business accumulates a mandatory reserve equal to 50% of its
capitalization, no further accumulation of the reserve is required.

Industry Risk - The Company operates in business segments which are
characterized by rapid technological advances, changes in customer requirements,
and evolving regulatory requirements and industry standards. Any failure by the
Company to anticipate or to respond adequately to technological changes in its
industry segments, changes in customer requirements or changes in regulatory
requirements or industry standards, could have a material adverse effect on the
Company's business and operating results.

7. INCOME TAXES

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

The Company is subject to the United States federal tax at a rate of 35%.

Intermost Limited, the Company's subsidiary incorporated under the International
Business Companies Act of the British Virgin Islands, is exempted from payment
of the British Virgin Islands income taxes.

Intermost (H.K.) Limited, the Company's subsidiary incorporated in Hong Kong, is
subject to Hong Kong profits tax at a rate of 17.5%.

The Company's consolidated subsidiaries organized in the PRC (China E.com
Information Technology Ltd., IMOT Information Technology (Shenzhen) Ltd.,
ChinaE.com Technology (Shenzhen) Ltd., Shenzhen Bank Union & Jiayin E-commerce
Company Ltd., Intermost Focus Advertising Company Ltd., Shanghai Newray
Photographic Equipment Co., Ltd. and Shenzhen Golden Anke Technology Ltd.) are
subject to PRC enterprise income taxes at a rate of 15%, except for Shanghai
Newray Photographic Equipment Co., Ltd., which is subject to a special PRC
enterprise income tax at a rate of 0.5% of turnover.


                                       10
<PAGE>

For the three months and six months ended December 31, 2004, Shenzhen Golden
Anke Technology Ltd. generated approximately 98% of the Company's consolidated
taxable income. Since the losses from one subsidiary cannot be offset against
the income from another subsidiary in determining the provision for income
taxes, the Company's provision for income taxes for the three months and six
months ended December 31, 2004 reflected an effective rate of approximately 23%
and 26%, respectively. The Company did not have any taxable income for the three
months or six months ended December 31, 2003.

8. SHENZHEN GOLDEN ANKE TECHNOLOGY LTD.

On August 10, 2004, the Company, through its wholly-owned subsidiary, IMOT
information Technology (Shenzhen) Ltd. ("IMOT Technology"), completed a
transaction to acquire a 51% equity interest in Shenzhen Golden Anke Technology
Ltd., a limited liability company established in China ("Shenzhen Golden Anke"),
as a result of receiving all required government approvals to complete the
transaction on such date. The Company acquired the 51% equity interest in
Shenzhen Golden Anke from two of Shenzhen Golden Anke's shareholders, Tu Guoshen
and Li Zhiquan, pursuant to a Share Transfer Agreement. Shenzhen Golden Anke
provides digital security imaging systems in China, offering video surveillance,
digital image processing and compressing, Internet image transfer and imaging
security systems, and is being operated as a part of the Company's digital
security imaging system business segment.

Pursuant to the Share Transfer Agreement signed on March 31, 2004 by and between
the Company, IMOT Technology, Shenzhen Golden Anke, Tu Guoshen and Li Zhiquan,
the negotiated purchase price was RMB26,827,200 (US$3,240,000), payable in the
form of 12,000,000 shares of the Company's common stock valued at US$0.27 per
share. The US$0.27 per share valuation was determined by applying an approximate
20% discount to the average closing price of the Company's common stock for the
period from January 20, 2004 to March 19, 2004 of US$0.336. The consideration
for the transaction was determined by arm's-length negotiations among the
parties, which are unrelated to each other. Accordingly, the Company considers
the discount applied to the quoted market price of its common stock as
reasonable under the circumstances, and that the value of the consideration
given in the transaction is thus a more accurate indication of the fair value of
the transaction, as compared to the consideration received in the transaction.
The Company issued the 12,000,000 shares of common stock to the selling
shareholders on August 10, 2004.

The Company accounted for the acquisition of the 51% equity interest in Shenzhen
Golden Anke under the purchase method of accounting, and has consolidated the
operations of Shenzhen Golden Anke beginning August 11, 2004, with an
appropriate adjustment for the 49% minority interest. No pro forma information
has been presented herein, as the operations of Shenzhen Golden Anke prior to
August 11, 2004 were immaterial.

The Company recorded the acquisition of the 51% equity interest in Shenzhen
Golden Anke for total purchase consideration of RMB26,827,200 as shown below.
The purchase consideration in excess of the net asset value of Shenzhen Golden
Anke at August 10, 2004 was allocated to various intangible asset categories
based on a valuation report prepared by an independent appraisal firm.


                                       11
<PAGE>

The amount due from related party of RMB9,000,000 was advanced to Jiuding Group,
a company controlled by the 49% minority shareholders in Shezhen Golden Anke,
prior to the Company acquiring its 51% interest in Shenzhen Golden Anke. The
RMB9,000,000 loan is unsecured, without interest, and is scheduled to be repaid
as follows: RMB5,000,000 on or before March 31, 2005; RMB4,000,000 on or before
June 30 2005.

                                     RMB
Cash                                      466,097
Inventory                                 121,043
Due from related party                  9,000,000
Other payables                          (280,256)
Minority interest                     (4,560,373)
Intangible assets                       5,643,625
Goodwill                               16,437,064
Common stock                             (99,360)
Additional paid-in capital           (26,727,840)
                              -------------------
                                              --
                              ===================

Intangible assets are comprised of the following:

                                                    Period of
Category                             RMB           Amortization
--------                             ----          ------------
Customer list                              90,270        5 years
Security protection system
  integration and
  development technology                  999,196        5 years
System purchase contracts               4,554,159         1 year
                              --------------------
                                        5,643,625
                              ====================

The Company accounts for goodwill pursuant to Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets". Accordingly, goodwill
is not subject to amortization, but is subject to at least an annual assessment
for impairment, applying a fair-value based test. Goodwill is evaluated, at a
minimum, on an annual basis and whenever events and changes in circumstances
suggest that the carrying amount may not be recoverable. Impairment of goodwill
is tested at the reporting unit level by comparing the reporting unit's carrying
amount, including goodwill, to the fair value of the reporting unit. The fair
value of a reporting unit is estimated using a discounted cash flows approach.
If the carrying amount of the reporting unit exceeds its fair value, goodwill is
considered impaired and a second step is performed to measure the amount of
impairment loss, if any.

9.       CONCENTRATIONS

Jiuding Group is a company controlled by the owners of the 49% minority interest
in Shenzhen Golden Anke Technology Ltd.

During the three months and six months ended December 31, 2004, the Company had
sales to subsidiaries of Jiuding Group of RMB34,789,744 (US$4,201,660) and
RMB49,076,923 (US$5,927,165), representing 90.3% and 89.5%, respectively, of net
revenues for such periods.


                                       12
<PAGE>

At December 31, 2004, accounts receivable from subsidiaries of Jiuding Group
aggregated RMB47,289,880 (US$5,711,338) or 99.2% of total accounts receivable at
such date.

10. PENDING TRANSACTIONS

On July 3, 2003, the Company's wholly-owned subsidiary, IMOT Information
Technology (Shenzhen) Ltd. ("IMOT Technology"), entered into an agreement (the
"Stock Exchange Agreement"), subject to approval from the governments of
Shenzhen and Hainan, China, to acquire 21% of the issued and outstanding shares
of Hainan Special Economic Zone Property Rights Exchange Center (the "Exchange
Center") from Hainan Concord Investment Holding Co., Ltd. and Guangzhou
Keensheng Science and Technology Development Co., Ltd., the owners of 100% of
the issued and outstanding capital stock of the Exchange Center (collectively,
the "Exchange Stockholders"). Pursuant to the Stock Exchange Agreement, IMOT
Technology will issue to the Exchange Stockholders 5,000,000 shares of the
Company's common stock having a value of RMB8,980,000 (approximately
US$1,085,000). Because final government approval of this transaction was not
received by the date required by the Stock Exchange Agreement, the Stock
Exchange Agreement was re-signed on December 16, 2003 in order to extend the
date for receipt of government approval.

On January 2, 2004, IMOT Technology entered into an agreement to acquire 25% of
the issued and outstanding shares of Zenith Technology Ltd. ("Zenith") from Mr.
Wei Xie, the 70% shareholder of Zenith. The agreement is subject to final
approval by the government of Shenzhen, China, the completion of a due diligence
investigation by the parties and approval by the boards of directors of both
corporations. The consideration for the acquisition consists of RMB1,000,000
(approximately US$120,000) in cash and 300,000 shares of the Company's common
stock. Zenith, which was established in 2001 and is located in Shenzhen, China,
is principally engaged in providing value-added banking services to its
subscribers. Zenith's subscribers can pay bills (e.g., water, electricity,
telephone, mobile phone, fixed penalty, etc.), make lottery purchases, receive
payment confirmations and engage in other financial, brokerage and banking
related services via their mobile phones.

On December 8, 2004, IMOT Technology entered into an agreement to acquire 15% of
the issued and outstanding shares of Shenzhen International Hi-Tech Property
Exchange Centre ("Shenzhen Exchange Centre") from China Merchants Technology
Investment Co., Ltd. The agreement is subject to final approval by the
government of Shenzhen, China, the completion of a due diligence investigation
by the parties and approval by the board of directors of both corporations. The
consideration for the acquisition is RMB4,500,000 (approximately US$543,478) in
the form of 2,470,355 shares of the Company's common stock.

On December 11, 2004, IMOT Technology entered into a Stock Exchange Agreement to
acquire 80% of the issued and outstanding shares of capital stock of Hainan
Concord Financial Products Development Co., Ltd. ("Hainan Development"), a
development stage company, from Hainan Concord Investment Holding Co., Ltd. and
Guangzhou Ditai Communication Co., Ltd. (collectively, the "Hainan Development
Stockholders"). Hainan Development is the owner of 51% of the shares of Hainan
Concord Multifunctional Smart Card Sales and Management Co. Ltd. ("Hainan
Sales"), which is developing multi-function smart cards for sale through
financial institutions. The Stock Exchange Agreement was approved by the Hainan


                                       13
<PAGE>

government on January 6, 2005 and the transfer of 80% of the issued and
outstanding shares of Development to IMOT Technology was completed on the same
date. The Company, Hainan Special Economic Zone Property Rights Exchange Center
("Hainan Property Rights Exchange") and Hainan Exchange Center Non-Public
Company Registration Co., Ltd. ("Hainan Registration") were also parties to the
Stock Exchange Agreement. Hainan Property Rights Exchange and Hainan
Registration are minority stockholders in Hainan Sales.

Pursuant to the Stock Exchange Agreement, IMOT Technology and the Company agreed
to issue a total of 5,000,000 shares of the Company's common stock having an
agreed-upon value of US$920,000 in exchange for the capital stock in Hainan
Development. The value of the Company's common stock was agreed by the parties
to be $0.184 per share, which was 85% of the average closing price for the 10
day trading period from November 16, 2004 through November 30, 2004. The
consideration for the transaction was agreed to after arm's-length negotiations
between the parties, which are unrelated to each other. On January 12, 2005, the
Company issued 5,000,000 shares of the Company's common stock to certain parties
designated by the Hainan Development stockholders.

On February 8, 2005, the Company entered into an Agreement and Plan of Share
Exchange to merge with Starwin Media Holding. The consideration for the merger
is 150,000,000 shares of the Company's common stock and 5,000,000 shares of the
Company's preferred stock. The Company intends to affect a 7-to-1 reverse split
of its common stock prior to the merger. The closing of this transaction is
subject to the completion of a due diligence investigation and other closing
conditions. The transaction is expected to close by early April 2005.


                                       14
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

The Company believes that the People's Republic of China represents a dynamic
emerging world market whose role in the global economy is increasing steadily.
China's economic growth rate, measured by its gross domestic product, has
consistently been higher than 7% over the past 10 years. This economic growth is
attributable to many factors, including investment in the country's
infrastructure, increased privatization of businesses and an abundant source of
labor.

Currently, the Company offers products and services to businesses and consumers
located in China. The Company's plan is to take advantage of China's economic
growth to expand its existing businesses and, possibly, in the future, to sell
its products and services outside of China. The Company also has begun to
acquire diverse businesses that are not dependent on, or directly related to,
each other. During the past two years, the Company has acquired a digital
imaging system business, a property rights exchange business, a security system
business and a business that provides "smart cards", which are credit card sized
cards that are able to be programmed to perform tasks and store information. The
Company has used its technological expertise to enhance the products and
services provided by these businesses. The diversification of the Company's
business has resulted in an overall improvement in the Company's financial
condition. Currently, over 90% of the Company's revenues are generated by its
subsidiaries, Shenzhen Golden Anke Technology Ltd. ("Shenzhen Golden Anke"),
which sells digital security imaging systems, and Shanghai Newray Photographic
Equipment Co., Ltd. ("Shanghai Newray"), which sells digital photographic
equipment. The balance of the Company's revenues are generated primarily by
another subsidiary, China E.com Technology (Shenzhen) Ltd. ("China E.com"),
which distributes licenses for Chinese language translation software and offers
web design and hosting services. The Company also receives distributions from
its minority interest in Shanghai Fortune Venture Ltd. ("Shanghai Fortune"), an
associated company.

Risks Associated with Doing Business in China

There are significant risks in operating in the Peoples' Republic of China (the
"PRC"). These include risks associated with the political and economic
environment, foreign currency exchange and the legal system in the PRC. The
economy of PRC differs significantly from the economies of the industrialized
nations of the west in such respects as structure, level of development, gross
national product, growth rate, capital reinvestment, resource allocation,
self-sufficiency, rate of inflation and balance of payments position, among
others. Only recently has the PRC government encouraged substantial private
economic activities. The Chinese economy has experienced significant growth in
the past several years, but such growth has been uneven among various sectors of
the economy and geographic regions. Actions by the PRC government to control
inflation have significantly restrained economic expansion in the recent past.
Similar actions by the PRC government in the future could have a significant
adverse effect on economic conditions there.

Many laws and regulations dealing with economic matters in general and foreign
investment in particular have been enacted in the PRC. However, the PRC still
does not have a comprehensive system of laws, and enforcement of existing laws
may be uncertain and sporadic. Our primary sources of revenues and cash flows


                                       15
<PAGE>

are derived from our business operations in the PRC. The PRC economy has, for
many years, been a centrally-planned economy, operating on the basis of annual,
five-year and ten-year state plans adopted by central PRC governmental
authorities, which set out national production and development targets. The PRC
government has been pursuing economic reforms since it first adopted its
"open-door" policy in 1978. There is no assurance that the PRC government will
continue to pursue economic reforms or that there will not be any significant
change in its economic or other policies, particularly in the event of any
change in the political leadership of, or the political, economic or social
conditions in, the PRC. There is also no assurance that the Company will not be
adversely affected by any such change in governmental policies or any
unfavorable change in the political, economic or social conditions, the laws or
regulations, or the rate or method of taxation in the PRC.

As many of the economic reforms that have been or are being implemented by the
PRC government are unprecedented or experimental, they may be subject to
adjustment or refinement, which may have adverse effects on the Company.
Further, through state plans and other economic and fiscal measures such as the
leverage of exchange rate, it remains possible for the PRC government to exert
significant influence on the PRC economy. The Company's financial instruments
that are exposed to concentration of credit risk consist primarily of cash and
cash equivalents. Cash and cash equivalents are maintained with government-owned
banks in the PRC with high credit ratings.

Any devaluation of the Renminbi ("Rmb") against the United States dollar would
have adverse effects on the Company's financial performance and asset values
when measured in terms of the United States dollar. Should the Rmb significantly
devalue against the United States dollar, such devaluation could have a material
adverse effect on the Company's earnings and the foreign currency equivalent of
such earnings. On January 1, 1994, the PRC government introduced a single rate
of exchange as quoted daily by the People's Bank of China (the "Unified Exchange
Rate"). No representation is made that the Rmb amounts have been, or could be,
converted into US dollars at that rate. This quotation of exchange rates does
not imply free convertibility of Rmb to other foreign currencies. All foreign
exchange transactions continue to take place either through the Bank of China or
other banks authorized to buy and sell foreign currencies at the exchange rate
quoted by the People's Bank of China. Approval of foreign currency payments by
the People's Bank of China or other institutions requires submitting a payment
application form together with suppliers' invoices, shipping documents and
signed contracts.

Restriction on the Payment of Dividends - PRC law requires net profits after
taxes to be used to set-off any losses carried forward before any distribution
of profits may be made. Furthermore, PRC law imposes a Mandatory Provident
Reserve on all businesses. Under this law, a business must set aside 10% of its
distributable profits as a mandatory reserve before a distribution of profits
may occur. Once the business accumulates a mandatory reserve equal to 50% of its
capitalization, no further accumulation of the reserve is required.


                                       16
<PAGE>

Certain Factors Affecting Future Operating Results

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

      o     the Company's ability to successfully implement its current business
            plan;

      o     whether the Company will be able to obtain additional capital, if
            necessary, to support its operations;

      o     whether the Company will be able to find joint venture prospects or
            acquisition prospects with which to enhance its business;

      o     whether the Company can successfully integrate acquisitions that it
            makes into its business;

      o     the level and rate of acceptance of the Company's products and
            services by consumers in China;

      o     continued economic growth in China;

      o     entry of new competition (including established companies from
            outside China and companies with substantially greater resources)
            into the Company's market;

      o     fluctuations in the level of demand for services or products;

      o     rescheduling or cancellation of orders by customers;

      o     competitive pressures on selling prices;

      o     rapid changes in technology, which could result in the Company's
            technology becoming obsolete;

      o     dependence upon key employees, in particular the Company's
            President, Andy Lin;

      o     availability and cost of computer technicians;

      o     loss of any of the Company's major customers, including the Shanghai
            railway system or the Jiuding Group;

      o     the Company's ability to introduce new products and services on a
            timely basis;

      o     new product and service introductions by the Company's competitors;


                                       17
<PAGE>

      o     fluctuations in exchange rates; and

      o     adverse changes in the general economic, social or political
            conditions in the PRC.

Critical Accounting Policies

The Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Management periodically evaluates the estimates and judgments made.
Management bases its estimates and judgments on historical experience and on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates as a result of different
assumptions or conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's consolidated financial
statements.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements". The Company recognizes
revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to PRC law, including factors such as when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, sales and value-added tax laws have been
complied with, and collectibility is probable.

Accounts Receivable

The Company typically extends credit to its customers. In order to determine the
value of the Company's accounts receivable, the Company records a provision for
doubtful accounts to cover estimated credit losses. Management reviews and
adjusts this allowance periodically based on historical experience and its
evaluation of the collectibility of outstanding accounts receivable. The Company
evaluates the credit risk of its customers by analyzing its aged accounts
receivable, utilizing historical data, the customer's financial condition,
general economic conditions and estimates of future performance.

Long-Lived Assets and Goodwill

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


                                       18
<PAGE>

The Company evaluates the carrying value of investments in associated companies,
at a minimum, on an annual basis and whenever events and circumstances indicate
that the carrying value of the asset may no longer be recoverable. An impairment
loss, measured on the fair value of the asset, is recognized if expected future
undiscounted cash flows are less than the carrying value of the assets.

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

Income Taxes

The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its recorded amount, an adjustment to the deferred tax
assets would be credited to operations in the period such determination was
made. Likewise, should the Company determine that it would not be able to
realize all or part of its deferred tax assets in the future, an adjustment to
the deferred tax assets would be charged to operations in the period such
determination was made.

Results of Operations - Three Months Ended December 31, 2004 and 2003

All amounts shown below are presented in US$. As used below, the letter "K"
appearing immediately after a dollar amount denotes that it has been rounded to
the nearest $1,000.

Net Revenues

Net revenues for the three months ended December 31, 2004 consisted primarily of
the sales of digital security imaging systems and photographic equipment by the
Company's subsidiaries, Shenzhen Golden Anke and Shanghai Newray. The balance of
the Company's revenues was derived from another subsidiary, China E.com, which
provides e-commerce solutions. Net revenues for the three months ended December
31, 2003 consisted primarily of the sales of photographic equipment, e-commerce
solutions and management fee income. The term "e-commerce solutions" includes
web-site design and development and web-hosting.

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


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                          Net Revenues                               Percent of Net Revenues
                            -------------------------------------------   --------------------------------------------
                                 Three Months Ended December 31,                Three Months Ended December 31,
                            -------------------------------------------   --------------------------------------------
                                     2003                  2004                  2003                     2004
                                     ----                  ----                  ----                     ----
                                      US$                  US$
<S>                         <C>                     <C>                    <C>                     <C>
E-commerce solutions                     125,070                 46,291                   24.9%                    1.0%
Sales of photographic
  equipment                              339,253                234,567                   67.4%                    5.0%
Sales of digital security
  imaging systems                             --              4,370,420                     --                    94.0%
Management fee income                     38,768                     --                    7.7%                     --
                            --------------------   --------------------   --------------------    --------------------
Total                                    503,091              4,651,278                  100.0%                  100.0%
                            ====================   ====================   ====================    ====================
</TABLE>

Total net revenues increased by 825% to $4,651K during the three months ended
December 31, 2004, as compared to $503K during the three months ended December
31, 2003. The increase in total net revenues was primarily attributable to sales
of digital security imaging systems made through the Company's subsidiary,
Shenzhen Golden Anke, which the Company acquired in August 2004. Revenues from
sales of photographic equipment made by the Company's subsidiary, Shanghai
Newray, decreased by $105K or 31% during the three months ended December 31,
2004, to $235K as compared to $339K earned during the three months ended
December 31, 2003. This decline in revenues resulted from a shift in the
Company's business emphasis from the sale of photographic equipment to the
sale and installation of LCD monitors in the Shanghai railway system.
Approximately 98% of the revenues earned by Shanghai Newray during the three
months ended December 31, 2004 were earned from the sales and installation of
LCD monitors. Revenues attributable to e-commerce solutions decreased by $79K or
63%, to $46K during the three months ended December 31, 2004, as compared to
$125K earned during the three months ended December 31, 2003. The decline in
revenues relating to the Company's e-commerce solutions business resulted
primarily from the diversion of management's attention from this business to the
businesses of the Company's more recently acquired subsidiaries, which
management believes may be more profitable.

Approximately 94% of the Company's net revenues for the three months ended
December 31, 2004 aggregating $4,370K were attributable to the sales of digital
security imaging systems made through Shenzhen Golden Anke. The purchasers of
these systems are the subsidiaries of Jiuding Group, which sell the systems to
third parties. The major shareholders of Jiuding Group are also 49% shareholders
of Shenzhen Golden Anke.

Prior to the acquisition of Shenzhen Golden Anke, the Company's subsidiary,
Shanghai Newray, a seller of photographic equipment, accounted for approximately
75% of the Company's revenues. During the three months ended December 31, 2004,
the Shanghai railway system provided approximately 98% of Shanghai Newray's
revenues.

The sale of the Company's products to a small number of customers may cause net
sales and operating results to fluctuate from quarter to quarter based on the
customers' requirements and the timing of their orders and shipments. The
Company does not have long-term sales contracts with its customers, although the
Company believes that its relationships with its customers is satisfactory. The
loss of any of the Company's significant customers, in particular the Jiuding


                                       20
<PAGE>

Group, would have a material adverse effect on the Company's business, results
of operations and financial condition. If the Company was unable to replace its
significant customers, either with other major customers or with a significant
increase in the orders placed by smaller customers, the Company could be forced
to severely curtail, or possibly even cease, its operations.

Cost of Revenues

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

<TABLE>
<CAPTION>
                                        Cost of Revenues                            Percent of Net Revenues
                           -------------------------------------------   --------------------------------------------
                                 Three Months Ended December 31,               Three Months Ended December 31,
                           -------------------------------------------   --------------------------------------------
                                     2003                2004                  2003                    2004
                                     ----                ----                  ----                     ----
                                      US$                 US$
<S>                        <C>                    <C>                     <C>                     <C>
Engineering/technician
  salaries                               30,916                 15,743                    6.2%                    0.3%
Cost of photographic
  equipment                             304,589                207,855                   60.5%                    4.4%
Cost of digital security
  imaging systems                            --              3,028,687                     --                    65.1%
Depreciation                                973                  1.233                    0.2%                    0.1%
Other                                    30,551                 12,733                    6.1%                    0.3%
                           --------------------   --------------------   --------------------    --------------------
Total                                   367,029              3,266,251                   73.0%                   70.2%
                           ====================   ====================   ====================    ====================
</TABLE>

Cost of revenues increased by 790% to $3,266K or 70.2% of net revenues for the
three months ended December 31, 2004, as compared to $367K or 73.0% of net
revenues for the three months ended December 31, 2003.

The principal components of cost of revenues during the three months ended
December 31, 2004 were engineer and technician salaries, costs of photographic
equipment and digital security imaging systems hardware, other costs associated
with engineering and technical staff support, and depreciation of equipment
utilized in connection with the Company's operations.

The increase in costs of revenues in 2004 as compared to 2003 was principally
attributable to the increase in sales of the Company's digital security imaging
systems. The decrease in costs of revenues as a percentage of revenues in 2004
as compared to 2003 resulted from the higher gross profit margins that are
attributable to sales of the Company's digital security imaging systems.

Selling, General and Administrative Expense

Selling, general and administrative ("SG&A") expense consists principally of
sales commissions, advertising, other marketing expense, rental expense,
salaries for administrative and sales staff, and corporate overhead.

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


                                       21
<PAGE>

<TABLE>
<CAPTION>
                                          SG&A Expense                       Percent of Net Revenue
                              --------------------------------------  -------------------------------------
                                 Three Months Ended December 31,        Three Months Ended December 31,
                              --------------------------------------  -------------------------------------
                                     2003                2004               2003                2004
                                     ----                ----               ----                ----
                                      US$                 US$
<S>                           <C>                    <C>              <C>                 <C>
Sales and marketing salaries
  and commissions                          41,106            11,219               8.2%                0.2%
Advertising and other sales
  and marketing expenses                   36,565            46,271               7.3%                1.0%
Rentals                                    20,543            17,461               4.1%                0.4%
Administrative salaries                    25,548            35,235               5.1%                0.8%
Corporate overhead                        207,599           277,828              41.3%                6.0%
                              --------------------  ----------------  -----------------   -----------------
Total                                     331,361           388,014              66.0%                8.4%
                              ====================  ================  =================   =================
</TABLE>

For the three months ended December 31, 2004, SG&A expense increased 17% to
$388K, as compared to $331K for the three months ended December 31, 2003.

The increase in SG&A expense in 2004 as compared to 2003 was principally
attributable to an increase in corporate overhead, which included expenses of
approximately $157K incurred in professional fees associated with the June 30,
2004 audit and preparation of the Form 10-KSB Annual Report, the acquisition of
a 25% interest in Shanghai Fortune and a 51% interest in Shenzhen Golden Anke,
and the review and preparation of the September 30, 2004 Form 10-QSB Quarterly
Report. The $10K increase in administrative salaries was mainly attributable to
salary increases to employees and management. During the three months ended
December 31, 2004, the Company reduced its sales team as a result of
management's reassessment of the manpower required to generate sales and service
to the Company's customers.

Income Taxes

Income taxes for the three months ended December 31, 2004 were $198K. The
Company did not have any income taxes for the three months ended December 31,
2003.

Other Items

Minority interests reflect the minority shareholders' proportionate interests in
the net income of Intermost Focus Advertising, Shanghai Newray and Shenzhen
Golden Anke. Minority interests were $(557K) for the three months ended December
31, 2004, as compared to minority interests of $(16K) for the three months ended
December 31, 2003.

Equity in earnings of an associated company was $74K for the three months ended
December 31, 2004, representing the Company's proportionate share of the
earnings of Shanghai Fortune. The Company did not have any equity in earnings of
an associated company for the three months ended December 31, 2003.


                                       22
<PAGE>

Net Income (Loss)

As a result of the aforementioned factors, the Company had net income of $177K
during the three months ended December 31, 2004, as compared to a net loss of
$(208)K during the three months ended December 31, 2003.

Results of Operations - Six Months Ended December 31, 2004 and 2003

Net Revenues

Net revenues for the six months ended December 31, 2004 consisted primarily of
the sales of digital security imaging systems and photographic equipment by the
Company's subsidiaries, Shenzhen Golden Anke and Shanghai Newray. The balance of
the Company's revenues was derived from another subsidiary, China.E.com, which
provides e-commerce solutions. Net revenues for the six months ended December
31, 2003 consisted primarily of the sales of photographic equipment, e-commerce
solutions, computer software sales, and fees from the subsidy provided to us by
KanHan Technologies Ltd. for the Company's services in introducing its software.
The term "e-commerce solutions" includes web-site design and development and
web-hosting.

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

<TABLE>
<CAPTION>
                                          Net Revenues                      Percent of Net Revenues
                              --------------------------------------  -------------------------------------
                                  Six Months Ended December 31,          Six Months Ended December 31,
                              --------------------------------------  -------------------------------------
                                     2003                2004               2003                2004
                                     ----                ----               ----                ----
                                      US$                 US$

<S>                            <C>                  <C>               <C>                  <C>
E-commerce solutions                      183,117           105,078              19.6%                1.6%
Sales of computer software                  4,958                --               0.5%                 --%
Sales of photographic
  equipment                               668,995           402,357              71.6%                6.1%
Sales of digital security
  imaging systems                              --         6,112,206                 --               92.3%
Management fee income                      77,536                --               8.3%                  --
                              --------------------  ----------------  -----------------   -----------------
Total                                     934,606         6,619,641             100.0%              100.0%
                              ====================  ================  =================   =================
</TABLE>

Total net revenues increased by 608% to $6,619K during the six months ended
December 31, 2004, as compared to $935K during the six months ended December 31,
2003. The increase in total net revenues was attributable to the sales of
digital security imaging systems made through the Company's subsidiary, Shenzhen
Golden Anke, which the Company acquired in August 2004. Revenues from the sales
of photographic equipment made by the Company's subsidiary, Shanghai Newray,
decreased by $266K or 40% during the six months ended December 31, 2004 to
$402K, as compared to $669K during the six months ended December 31, 2003. This
decline in revenues resulted from a shift in the Company's business emphasis
from the sale of photographic equipment to the sale and installation of LCD
monitors in the Shanghai railway system. Revenues attributable to e-commerce
solutions decreased by $78K or 43%, to $105K during the six months ended


                                       23
<PAGE>

December 31, 2004, as compared to $183K during the six months ended December 31,
2003. The decline in revenues relating to the Company's e-commerce solutions
business resulted primarily from the diversion of management's attention from
this business to the businesses of the Company's more recently acquired
subsidiaries, which management believes have the potential to be more
profitable.

Approximately 92% of the Company's net revenues during the six months ended
December 31, 2004 aggregating $6,112K were attributable to sales of digital
security imaging systems made through Shenzhen Golden Anke. The purchasers of
these systems were the subsidiaries of Jiuding Group, which sell the systems to
third parties. The major shareholders of Jiuding Group are also 49% minority
shareholders of Shenzhen Golden Anke.

Prior to the acquisition of Shenzhen Golden Anke, the Company's subsidiary,
Shanghai Newray, a seller of photographic equipment, accounted for approximately
75% of the Company's revenues. During the six months ended December 31, 2004,
the Shanghai railway system provided approximately 60% of Shanghai Newray's
revenues.

The sale of the Company's products to a small number of customers may cause net
sales and operating results to fluctuate from quarter to quarter based on the
customers' requirements and the timing of their orders and shipments. The
Company does not have long-term sales contracts with its customers, although the
Company believes that its relationship with its customers is satisfactory. The
loss of any of the Company's significant customers, in particular the Jiuding
Group, would have a material adverse effect on the Company's business, results
of operations and financial condition. If the Company was unable to replace its
significant customers, either with other major customers or with a significant
increase in the orders placed by smaller customers, the Company could be forced
to severely curtail, or possibly even cease, its operations.

Cost of Revenues

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

<TABLE>
<CAPTION>
                                        Cost of Revenues                    Percent of Net Revenues
                              --------------------------------------  -------------------------------------
                                  Six Months Ended December 31,          Six Months Ended December 31,
                              --------------------------------------  -------------------------------------
                                     2003                2004               2003                2004
                                     ----                ----               ----                ----
                                      US$                 US$
<S>                           <C>                   <C>                <C>                 <C>
Engineering/technician
  salaries                                 52,133            37,026               5.6%                0.6%
Cost of computer software                   4,616                --               0.5%                 --%
Cost of photographic
  equipment                               598,989           359,591              64.1%                5.4%
Cost of digital security
  imaging systems                              --         4,205,176                 --               63.5%
Depreciation                                1,709             2,466               0.2%                0.1%
Other                                      58,721            28,182               6.3%                0.4%
                              --------------------  ----------------  -----------------   -----------------
Total                                     716,168         4,632,441              76.7%               70.0%
                              ====================  ================  =================   =================
</TABLE>

Cost of revenues increased by 547% to $4,632K or 70.0% of net revenues for the
six months ended December 31, 2004, as compared to $716K or 76.7% of net
revenues during the six month period ended December 31, 2003.


                                       24
<PAGE>

The principal components of cost of revenues during the six months ended
December 31, 2004 were engineer and technician salaries, costs of photographic
equipment and digital security imaging systems hardware, other costs associated
with engineering and technical staff support, and depreciation of equipment
utilized in connection with the Company's operations.

The increase in costs of revenues in 2004 as compared to 2003 was principally
attributable to the increase in sales of the Company's digital security imaging
systems. The decrease in costs of revenues as a percentage of revenues in 2004
as compared to 2003 resulted from the higher gross profit margins that are
attributable to sales of the Company's digital security imaging systems.

Selling, General and Administrative Expense

Selling, general and administrative expense ("SG&A") expense consists
principally of sales commissions, advertising, other marketing expense, rental
expense, salaries for administrative and sales staff, and corporate overhead.

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

<TABLE>
<CAPTION>
                                          SG&A Expense                       Percent of Net Revenue
                              --------------------------------------  -------------------------------------
                                  Six Months Ended December 31,          Six Months Ended December 31,
                              --------------------------------------  -------------------------------------
                                     2003                2004               2003                2004
                                     ----                ----               ----                ----
                                      US$                 US$
<S>                           <C>                    <C>              <C>                 <C>
Sales and marketing salaries
  and commissions                          78,134            40,662               8.4%                0.6%
Advertising and other sales
  and marketing expenses                   61,457            60,177               6.6%                0.9%
Rentals                                    40,720            31,018               4.4%                0.5%
Administrative salaries                    52,734            71,680               5.6%                1.1%
Corporate overhead                        381,565           475,934              40.8%                7.2%
                              --------------------  ----------------  -----------------   -----------------
Total                                     614,610           679,471              65.8%               10.3%
                              ====================  ================  =================   =================
</TABLE>

For the six months ended December 31, 2004, SG&A expense increased 10.6% to
$679K, as compared to $615K for the six months ended December 31, 2003.

The increase in SG&A expense in 2004 as compared to 2003 was principally
attributable to $30K in expenses incurred in conjunction with investor relation
activities and an increase in corporate overhead, which included consultancy
fees of $92K, professional fees of $95K, expenses of $13K related to overseas
travel, and costs associated with a decrease in the Company's sales and
marketing staff and marketing expenses.


                                       25
<PAGE>

Income Taxes

Income taxes for the six months ended December 31, 2004 were $282K. The Company
did not have any income taxes for the six months ended December 31, 2003.

Other Items

Minority interests reflect the minority shareholders' proportionate interests in
the net income of Intermost Focus Advertising, Shanghai Newray and Shenzhen
Golden Anke. Minority interests were $(796K) for the six months ended December
31, 2004, as compared to minority interests of $(32K) for the six months ended
December 31, 2003.

Equity in earnings of an associated company was $246K for the six months ended
December 31, 2004, representing the Company's proportionate share of the
earnings of Shanghai Fortune. The Company did not have any equity in earnings of
an associated company for the six months ended December 31, 2003.

Net Income (Loss)

As a result of the aforementioned factors, the Company had net income of $263K
during the six months ended December 31, 2004, as compared to a net loss of
$(424)K during the six months ended December 31, 2003.

Liquidity and Capital Resources - December 31, 2004

At December 31, 2004, the Company had cash and cash equivalents of $134K and
working capital of $2,575K, as compared to $187K of cash and cash equivalents
and $409K of working capital at June 30, 2004.

Net cash used in operating activities was $61K for the six months ended December
31, 2004, as compared to net cash used in operating activities of $323K for the
six months ended December 31, 2003. Net cash used in operating activities
decreased in 2004 as compared to 2003 as a result of the Company's improved
operating performance and an increase in accounts receivable, offset in part by
an increase in accounts payable.

Net cash provided by investing activities was $16K for the six months ended
December 31, 2004, consisting of $57K of funds resulting from the acquisition of
a 51% interest in Shenzhen Golden Anke, offset in part by $10K for the purchase
of property and equipment and $30K resulting from an increase in amount due from
related company. Net cash used in investing activities was $16K for the six
months ended December 31, 2003 for the purchase of property and equipment.

Net cash used in financing activities was $9K for the six months ended December
31, 2004, which represented repayment to a director. During the six months ended
December 31, 2003, net cash provided by financing activities was $973K,
consisting of $952K in net proceeds from the issuance of common stock and an
advance from a director of $21K.


                                       26
<PAGE>

The Company has been able to meet its cash requirements by using revenues from
the sales of the Company's products, by implementing a stringent cost savings
program, and by using funds provided by the private offering of the Company's
common stock. The Company has also conserved cash by issuing common stock in
exchange for services. The Company's web design projects, sales of digital
security imaging systems through Shenzhen Golden Anke, and sales of photographic
equipment through Shanghai Newray may provide revenues during the remainder of
the fiscal year sufficient to sustain our operations, although there can be no
assurances that such revenues will be sufficient to meet the Company's operating
cash flow requirements. If the Company's revenues are insufficient to sustain
the Company's operations and the Company is unable to borrow money or raise
funds by selling securities, the Company may be required to severely curtail, or
possibly even cease, its operations. The Company has no commitments for funding
and there can be no assurances that funding will be available to the Company in
the future on acceptable terms, or at all.

The Company continues to evaluate various opportunities to improve the operating
performance of the Company's businesses and to invest in or acquire other types
of businesses.

Principal Commitments

At December 31, 2004, the Company did not have any material commitments for
operating leases or capital expenditures, or have any transactions, obligations
or relationships that could be considered off-balance sheet arrangements.

The Company had no long-term debt at December 31, 2004.

Pending Transactions

On July 3, 2003, the Company's wholly-owned subsidiary, IMOT Information
Technology (Shenzhen) Ltd. ("IMOT Technology"), entered into an agreement (the
"Stock Exchange Agreement"), subject to approval from the governments of
Shenzhen and Hainan, China, to acquire 21% of the issued and outstanding shares
of Hainan Special Economic Zone Property Rights Exchange Center (the "Exchange
Center") from Hainan Concord Investment Holding Co., Ltd. and Guangzhou
Keensheng Science and Technology Development Co., Ltd., the owners of 100% of
the issued and outstanding capital stock of the Exchange Center (collectively,
the "Exchange Stockholders"). Pursuant to the Stock Exchange Agreement, IMOT
Technology will issue to the Exchange Stockholders 5,000,000 shares of the
Company's common stock having a value of RMB8,980,000 (approximately
US$1,085,000). Because final government approval of this transaction was not
received by the date required by the Stock Exchange Agreement, the Stock
Exchange Agreement was re-signed on December 16, 2003 in order to extend the
date for receipt of government approval.


                                       27
<PAGE>

On January 2, 2004, IMOT Technology entered into an agreement to acquire 25% of
the issued and outstanding shares of Zenith Technology Ltd. ("Zenith") from Mr.
Wei Xie, the 70% shareholder of Zenith. The agreement is subject to final
approval by the government of Shenzhen, China, the completion of a due diligence
investigation by the parties and approval by the board of directors of both
corporations. The consideration for the acquisition consists of RMB1,000,000
(approximately US$120,000) in cash and 300,000 shares of the Company's common
stock. Zenith, which was established in 2001 and is located in Shenzhen, China,
is principally engaged in providing value-added banking services to its
subscribers. Zenith's subscribers can pay bills (e.g., water, electricity,
telephone, mobile phone, fixed penalty, etc.), make lottery purchases, receive
payment confirmations and engage in other financial, brokerage and banking
related services via their mobile phones.

On December 8, 2004, IMOT Technology entered into an agreement to acquire 15% of
the issued and outstanding shares of Shenzhen International Hi-Tech Property
Exchange Centre ("Shenzhen Exchange Centre") from China Merchants Technology
Investment Co., Ltd. The agreement is subject to final approval by the
government of Shenzhen, China, the completion of a due diligence investigation
by the parties and approval by the board of directors of both corporations. The
consideration for the acquisition is RMB4,500,000 (approximately US$543,478) in
the form of 2,470,355 shares of the Company's common stock.

On December 11, 2004, IMOT Technology entered into a Stock Exchange Agreement to
acquire 80% of the issued and outstanding shares of capital stock of Hainan
Concord Financial Products Development Co., Ltd. ("Hainan Development"), a
development stage company, from Hainan Concord Investment Holding Co., Ltd. and
Guangzhou Ditai Communication Co., Ltd. (collectively, the "Hainan Development
Stockholders"). Hainan Development is the owner of 51% of the shares of Hainan
Concord Multifunctional Smart Card Sales and Management Co. Ltd. ("Hainan
Sales"), which is developing multi-function smart cards for sale through
financial institutions. The Stock Exchange Agreement was approved by the Hainan
government on January 6, 2005 and the transfer of the 80% of the issued and
outstanding shares of Development to IMOT Technology was completed on the same
date. The Company, Hainan Special Economic Zone Property Rights Exchange Center
("Hainan Property Rights Exchange") and Hainan Exchange Center Non-Public
Company Registration Co., Ltd. ("Hainan Registration") were also parties to the
Stock Exchange Agreement. Hainan Property Rights Exchange and Hainan
Registration are minority stockholders in Hainan Sales.

Pursuant to the Stock Exchange Agreement, IMOT Technology and the Company agreed
to issue a total of 5,000,000 shares of the Company's common stock having an
agreed-upon value of US$920,000 in exchange for the capital stock in Hainan
Development. The value of the Company's common stock was agreed by the parties
to be $0.184 per share, which was 85% of the average closing price for the 10
day trading period from November 16, 2004 through November 30, 2004. The
consideration for the transaction was agreed to after arm's-length negotiations
between the parties, which are unrelated to each other. On January 12, 2005, the
Company issued 5,000,000 shares of the Company's common stock to certain parties
designated by the Hainan Development stockholders.

On February 8, 2005, the Company entered into an Agreement and Plan of Share
Exchange to merge with Starwin Media Holding. The consideration for the merger


                                       28
<PAGE>

is 150,000,000 shares of the Company's common stock and 5,000,000 shares of the
Company's preferred stock. The Company intends to affect a 7-to-1 reverse split
of its common stock prior to the merger. The closing of this transaction is
subject to the completion of a due diligence investigation and other closing
conditions. The transaction is expected to close by early April 2005.

Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The impact from the adoption of SFAS No. 150 did
not have a significant effect on the Company's consolidated financial statement
presentation or disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements",
relating to consolidation of certain entities. In December 2003, the FASB issued
a revised version of FIN 46 ("FIN 46R") that replaced the original FIN 46. FIN
46R requires identification of a company's participation in variable interest
entities ("VIEs"), which are defined as entities with a level of invested equity
that is not sufficient to fund future activities to permit it to operate on a
stand alone basis. For entities identified as a VIE, FIN 46R sets forth a model
to evaluate potential consolidation based on an assessment of which party to the
VIE (if any) bears a majority of the exposure to its expected losses, or stands
to gain from a majority of its expected returns. FIN 46R also sets forth certain
disclosures regarding interests in VIEs that are deemed significant, even if
consolidation is not required. The Company is not currently participating in, or
invested in any VIEs, as defined in FIN 46R. Accordingly, the implementation of
the provisions of FIN 46R did not have a significant effect on the Company's
consolidated financial statement presentation or disclosures.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment". SFAS
No. 123(R) revises SFAS No. 123, "Accounting for Stock-Based Compensation" and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS
No. 123(R) focuses primarily on the accounting for transactions in which an
entity obtains employee services in share-based payment transactions. SFAS No.
123(R) requires companies to recognize in the statement of operations the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of those awards (with limited exceptions). SFAS No.
123(R) is effective as of the first interim or annual reporting period that
begins after June 15, 2005 for non-small business issuers and after December 15,


                                       29
<PAGE>

2005 for small business issuers. Accordingly, the Company will adopt SFAS No.
123(R) in its quarter ending March 31, 2006. The Company is currently evaluating
the provisions of SFAS No. 123(R) and has not yet determined the impact, if any,
that SFAS No. 123(R) will have on its financial statement presentation or
disclosures.

ITEM 3.  CONTROLS AND PROCECURES

(a)  Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to management, including its principal executive and financial
officers, as appropriate, to allow timely decisions regarding required
disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

(b)  Changes in Internal Controls

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.


                                       30
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         Not applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         Not applicable.

Item 5.  Other Information.

         Not applicable


                                       31
<PAGE>

Item 6.  Exhibits

2        Articles of Merger of IMOT Corporation (Utah Parent) into Intermost
                           Corporation (Wyoming Subsidiary).(1)
                  3(i)     Articles of Incorporation of Intermost
                           Corporation.(1)
                  3(ii)    Bylaws of Intermost Corporation.(1)
                  10.1     Stock Exchange Agreement between IMOT Information
                           Technology (Shenzhen) Ltd. and Guangzhou Ditai
                           Communication Co., Ltd. and Xiya Zhai dated
                           December 11, 2004 (2)
                  31       Certification of Chief Executive Officer and Chief
                           Financial Officer pursuant to Rule 13a-14(a)
                           and 15d-14(a) (3)
                  32       Certification pursuant to 18 U.S.C. Section 1350, as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002. (3)

(1) Incorporated by reference from the registrant's Form 10-QSB for the quarter
ended March 31, 2003 filed with the Securities and Exchange Commission on May
15, 2003.
(2) Incorporated by reference from the registrant's Current Report on Form 8-K
filed on January 12, 2005.
(3) Filed herewith.


                                       32
<PAGE>

                                   SIGNATURES

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

                                      INTERMOST CORPORATION
                                          (Registrant)


Date:  February 21, 2005              By:  /s/ ANDY LIN
                                           ----------------------------------
                                           Andy Lin
                                           President, Chief Executive Officer
                                           and Chief Financial Officer