SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2000

                                       OR

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

             For the transition period from           to              .
                                            ----------   ------------

                           Commission File No. 0-30430

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

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

                 38th Floor, Guomao Building, Renmin South Road
                             Shenzhen, China 518005
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 86 755 220 1941
                           ---------------------------
                           (Issuer's telephone number)


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

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

     As of May 1, 2000,  11,040,968  shares of Common  Stock of the issuer  were
outstanding.
<PAGE>

                              INTERMOST CORPORATION

                                      INDEX


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

         Item 1.  Financial Statements

                  Consolidated Condensed Balance Sheets - March
                  31, 2000 and June 30, 1999  ...........................   1

                  Consolidated Condensed Statements of Operations -
                  For the three months ended March 31, 2000 and 1999.....   2

                  Consolidated Condensed Statements of Operations -
                  For the nine months ended March 31, 2000 and 1999......   3

                  Consolidated Condensed Statements of Cash Flows -
                  For the nine months ended March 31, 2000 and 1999 .....   4

                  Notes to Consolidated Condensed Financial Statements...   5

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations....................   9

PART II - OTHER INFORMATION

         Item 2.  Changes in Securities and Use of Proceeds..............  13
         Item 6.  Exhibits and Reports on Form 8-K.......................  14

SIGNATURES    ...........................................................  15

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>

                                                                  June 30, 1999          March 31, 2000
                                                                 ---------------    ------------------------
                                                                      RMB             RMB              US$
                                                                    --------        -------          -------
<S>                                                               <C>             <C>             <C>

Current assets:
     Cash and cash equivalents                                     4,376,907       26,981,804      3,258,672
     Accounts receivable, net                                         63,996          500,322         60,427
     Deferred compensation expense                                         -        3,716,909        448,902
     Deposits, prepayments and other receivables                     946,951        6,389,082        771,628
     Due from related companies                                      168,953           72,345          8,737
                                                                  -----------     ------------    -----------
        Total current assets                                       5,556,807       37,660,462      4,548,366
                                                                  -----------     ------------    -----------
Machinery and equipment, net                                         820,730        4,238,320        511,874
Intangible assets                                                  2,400,000        6,565,677        792,956
Due from a joint venture partner                                     243,291                -              -
                                                                  -----------     ------------    -----------
     Total assets                                                  9,020,828       48,464,459      5,853,196
                                                                  ===========     ============    ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accruals                                                      1,168,482        2,629,585        317,583
     Deposits from customers                                         158,901          206,525         24,943
     Business tax payable                                             26,173           49,487          5,977
     Other payables                                                        -           17,432          2,105
     Due to a joint venture partner                                        -           30,000          3,623
     Due to directors                                                254,420          236,498         28,563
                                                                  -----------     ------------    -----------
        Total current liabilities                                  1,607,976        3,169,527        382,794
                                                                  -----------     ------------    -----------
Minority interest                                                          -        4,254,613        513,842
                                                                  -----------     ------------    -----------
Shareholders' equity:
     Common stock                                                     81,318           90,811         10,968
     Common stock subscribed                                               -            6,624            800
     Shares to be issued                                                   -        8,280,000      1,000,000
     Less: subscription receivable                                         -       (3,270,600)      (395,000)
     Additional paid-in capital                                    9,278,162       45,289,262      5,469,718
     Accumulated deficit                                          (1,954,378)      (9,354,392)    (1,129,757)
     Cumulative translation adjustments                                7,750           (1,386)          (169)
                                                                  -----------     ------------    -----------
        Total shareholders' equity                                 7,412,852       41,040,319      4,956,560
                                                                  -----------     ------------    -----------
        Total liabilities and shareholders'
           equity                                                  9,020,828       48,464,459      5,853,196
                                                                  ===========     ============    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       1
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>

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

Net sales                                             898,041        3,030,463         365,998
Cost of services                                      532,139        2,245,437         271,188

Gross Profit                                          365,902          785,026          94,810

Selling, general and administrative
   expenses                                          (794,300)      (5,284,031)       (638,168)
Gain on dilution of interest in subsidiary                  -           57,808           6,982
Other income, net                                         265           34,693           4,190
                                                     ---------      ----------       ----------
Loss before income taxes
   and minority interest                             (428,133)      (4,406,504)       (532,186)

Provision for income taxes                                  -                -               -
                                                     ---------      ----------       ----------
Loss before minority interest                        (428,133)      (4,406,504)       (532,186)

Minority interest                                           -          157,579          19,031
                                                     ---------      ----------       ----------
Net loss                                             (428,133)      (4,248,925)      (513,155)
                                                     =========      ==========       ==========
Net loss
  per common share - Basic                              (0.09)           (0.40)         (0.05)
                                                     =========      ==========       ==========
Weighted average number of
   shares outstanding                               4,970,000       10,715,311     10,715,311
                                                    ==========      ==========     ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>

                                                     Nine Months Ended March 31,
                                               ----------------------------------------
                                                 1999                     2000
                                               ---------         ----------------------
                                                 RMB              RMB              US$
                                               ---------         ------          ------
<S>                                           <C>              <C>             <C>

Net sales                                     2,021,173        9,348,149       1,129,004
Cost of services                                763,466        7,193,926         868,832

Gross Profit                                  1,257,707        2,154,223         260,172

Selling, general and administrative
   expenses                                  (1,638,794)      (9,840,531)     (1,188,470)
Gain on dilution of interest in subsidiary            -           57,808           6,982
Other income, net                                   861           70,907           8,564
                                             -----------      -----------     -----------
Loss before income taxes
   and minority interest                       (380,226)      (7,557,583)       (912,752)

Provision for income taxes                            -                -               -
                                             -----------      -----------     -----------
Loss before minority interest                  (380,226)      (7,557,583)       (912,752)

Minority interest                                     -          157,579          19,031
                                             -----------      -----------     -----------
Net loss                                       (380,226)      (7,400,014)       (893,721)
                                             ===========      ===========     ===========
Net loss
  per common share - Basic                        (0.08)          (0.73)           (0.09)
                                             ===========      ===========     ===========
Weighted average number of
   shares outstanding                         4,970,000       10,076,601      10,076,601
                                             ===========      ===========     ===========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

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

                                                                   Nine Months Ended March 31,
                                                             -------------------------------------
                                                              1999                     2000
                                                             -------           -------------------
                                                               RMB             RMB             US$
                                                             -------           --------------------
<S>                                                         <C>            <C>               <C>

Cash flows from operating activities:
   Net loss                                                 (380,226)      (7,400,014)       (893,721)
   Adjustments to reconcile net loss to net cash
       used in operating activities:
       Amortization                                               -         1,360,519         164,314
       Depreciation                                           18,845          318,494          38,465
       Gain on dilution of interest in a subsidiary               -           (57,808)         (6,982)
       Minority interest                                          -          (157,579)        (19,031)
       Value of shares issued to employees
         for past services                                        -         1,701,954         205,550
       Compensation expense                                       -         1,253,501         151,389
   (Increase) decrease in operating assets -
       Accounts receivable, net                             (199,142)        (436,326)        (52,696)
       Deposits, prepayments and other receivables        (1,319,782)      (5,436,128)       (656,537)
       Due from related companies                                 -           (56,830)         (6,864)
   Increase (decrease) in operating liabilities -
       Accruals                                                 (861)        (526,098)        (63,538)
       Deposits from customers                                    -            47,624           5,752
       Business tax payable                                       -            23,314           2,816
       Other payables                                        397,945           17,432           2,105
       Due to a joint venture partner                             -            30,000           3,623
       Due to directors                                           -           (17,922)         (2,164)
                                                         -------------     ------------    -----------
Net cash used in operating activities                     (1,483,221)      (9,395,867)     (1,127,519)
                                                         -------------     ------------    -----------
Cash flows from investing activities:
   Purchase of plant and equipment                          (276,279)        (968,785)       (117,003)
   Advances to a related company                                  -          (856,003)       (103,382)
   Increase in due from a joint venture partner                   -        (1,306,709)       (157,815)
                                                         -------------     ------------    -----------
Net cash used in investing activities                       (276,279)      (3,131,497)       (378,200)
                                                         -------------     ------------    -----------
Cash flows from financing activities:
   Cash received from joint venture partner                       -         4,470,000         539,855
   Cash received from a subscriber                                -         5,009,400         605,000
   Cash proceeds from issuance of capital stock            6,344,169       25,601,997       3,092,029
                                                         -------------     ------------    -----------
   Net cash provided by financial activities               6,344,169       35,081,397       4,236,884
                                                         -------------     ------------    -----------
Effect of cumulative translation adjustment                       -            (9,136)         (1,104)

Net increase in cash and cash equivalents                  4,584,669       22,604,897       2,730,060

Cash and cash equivalents, beginning of period                    -         4,376,907         528,612
                                                         -------------     ------------    -----------
Cash and cash equivalents, end of period                   4,584,669       26,981,804       3,258,672
                                                         =============     ============    ===========
</TABLE>

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

                                       4
<PAGE>
                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Continued)

                                                  Nine Months Ended March 31,
                                                 ----------------------------
                                                  1999            2000
                                                 ------      ----------------
                                                  RMB        RMB          US$
                                                 ------

Supplemental Disclosure of Noncash
  Investing Activities:

Acquired office premises in exchange for 77,200
 shares of common stock and a receivable
 from a related company of US$18,531               -      2,767,299     334,213

Acquired technological know-how from Shenzhen
 Jiayin Investment Development Co., Ltd in
 exchange for 75,512 shares of common stock as
 part of consideration and Labtam Corporation for
 69,700 shares of common stock                     -      5,526,196     667,415




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

                                       5
<PAGE>
                     INTERMOST CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   INTERIM FINANCIAL PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements for reporting on Form 10-QSB.  These financial statements have
     not been  audited by  independent  accountants.  The June 30, 1999  balance
     sheet data was  derived  from  audited  financial  statements  but does not
     include  all  disclosures   required  by  generally   accepted   accounting
     principles.  The interim  financial  statements and notes thereto should be
     read in conjunction with the financial statements and notes included in the
     Company's Form 10-SB. In the opinion of management, these interim financial
     statements  reflect all adjustments of a normal  recurring nature necessary
     for a fair statement of the results for the interim periods presented.  The
     current  period  results of operations  are not  necessarily  indicative of
     results which ultimately will be reported for the full year ending June 30,
     2000.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

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

3.   INVESTMENT IN JIAYIN

     In the quarter  ended  December 31,  1999,  Jiayin  E-Commerce  Development
     Company Ltd. ("Jiayin") was formed and registered.  The Company contributed
     US$423,000  for a 70%  interest in Jiayin and  Shenzhen  Jiayin  Investment
     Development Co., Ltd. contributed  US$181,000 for a 30% interest in Jiayin.
     Jiayin paid US$544,000 to Shenzhen Jiayin Investment  Development Co., Ltd.
     for the technological know-how relating to cyber-cash and telephone payment
     systems.

     In March 2000, Jiayin  restructured its equity  structure.  Pursuant to the
     revised equity structure,  the Company contributed an additional US$245,169
     to Jiayin, Shenzhen Jiayin Investment Development Co., Ltd. transferred 98%
     of its  existing  interest  in Jiayin to ZLX  Computer  Technology  Co., an
     entity  controlled  by  the  principal   shareholders  of  Shenzhen  Jiayin
     Investment  Development  Co.,  Ltd.,  and  Yinlian  (Bank  Union)  Computer
     Technology Co.  acquired  shares of Jiayin and the remaining 2% interest in
     Jiayin previously held by Shenzhen Jiayin Investment Development Co., Ltd.,
     for  US$3,623.   Yinlian  (Bank  Union)  also   contributed  an  additional
     US$358,696 of capital into Jiayin.  As a result of the  restructuring,  the
     name of  Jiayin  was  changed  to  Shenzhen  Jiayin  Yinlian  (Bank  Union)
     E-Commerce  Co.  Ltd.  and  ownership  of Jiayin was held by the  Company -
     55.3%, Yinlian (Bank Union) - 30% and ZLX Computer Technology - 14.7%.

     As a result of the decrease in the Company's  interest in Jiayin  following
     the restructuring of Jiayin,  the Company  recognized a gain on dilution of
     interest in  subsidiary  of US$6,982  for the three  months ended March 31,
     2000.

                                       6
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

4.   LETTER OF INTENT - DUNWELL COMPUTER (HONG KONG) LTD.

     In January 2000, the Company signed a Letter of Intent to purchase  Dunwell
     Computer (Hong Kong) Ltd. Dunwell is a Hong Kong licensed  Internet Service
     Provider and e-commerce  solutions  provider.  Pursuant to the terms of the
     Letter of Intent,  the  Company  will pay  HK$2.8  million  (equivalent  to
     approximately  US$361,757)  for 70% of the stock of Dunwell.  The  purchase
     price is payable 50% in cash and 50% in stock at US$3.50 per share. Closing
     of the purchase of Dunwell is subject to execution of definitive  documents
     and satisfaction of standard closing conditions.

5.   MINORITY INTEREST

     In  connection  with the  formation of the Jiayin,  the Company  recorded a
     minority  interest of US$513,842  reflecting  the portion of the Jiayin not
     owned by the Company.

6.   SHAREHOLDERS' EQUITY

     During  the  nine  months  ended  March  31,  2000,  the  Company  received
     subscription  proceeds of  US$605,000  from the offer of 484,000  shares of
     common  stock,  out of a total of 800,000  shares  offered,  at US$1.25 per
     share. The shares issuable in connection with the receipt of those proceeds
     had not been  issued at March 31,  2000.  Subscriptions  for the  remaining
     316,000   shares,   purchasable   for  $395,000,   had  been  received  but
     subscription proceeds had not been received at March 31, 2000.

     In January  2000,  the Company  issued 75,512  restricted  shares of common
     stock to Shenzhen Jiayin  Investment  Development Co. Ltd. for $377,560 and
     paid cash of $289,855 in the quarter  ended  December 31, 1999  pursuant to
     the terms of the Jiayin Joint Venture agreement.

     In January 2000, the Company entered into private placement agreements with
     three  investors  pursuant  to which those  investors  agreed to purchase a
     total of 953,334  shares of  restricted  common  stock in exchange for US$3
     million.  As of March 31, 2000,  subscription  proceeds of US$2.76 million,
     net of commissions of US$0.24 million,  had been deposited with the Company
     in connection with the subscriptions.


                                       7
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Continued)


7.   COMPENSATION EXPENSE

     Under a  two-year  employment  contract,  the  Company  has agreed to issue
     15,000  shares of common  stock to an  employee  after  each six  months of
     employment  commencing on November 15, 1999. In this connection,  US$34,520
     and US$51,780 has been recorded as  compensation  expense  during the three
     months and nine  months  ended March 31,  2000 by  reference  to the market
     price of the Company's  common stock on November 15, 1999, the day on which
     the stock award was granted.

     Pursuant to the aforementioned  employment contract, the Company granted to
     the employee  stock options to purchase (i) 250,000  shares of common stock
     of the Company at US$3.50 per share  exercisable  after  November 2000, and
     (ii)  250,000  shares of common  stock of the  Company at US$4.00 per share
     exercisable  after November 2001. In this connection,  compensation cost of
     US$66,406 and US$99,609 has been recorded  during the three months and nine
     months ended March 31, 2000.

     In January 2000,  the  Company's  board  authorized  the issuance of 41,110
     restricted shares of common stocks to selected  non-executive key employees
     with  over  one year  employment  as a  one-time  bonus  recognizing  their
     contribution  in  the  company   start-up   stage.   In  this   connection,
     compensation  cost of US$205,550 has been recorded  during the three months
     ended March 31, 2000.

8.   ACQUISITION OF OFFICE SPACE

     During the nine months ended March 31, 2000,  the Company agreed to acquire
     from an unrelated third party the premises in which the Company's executive
     offices are located.  Under the terms of the  agreement,  we issued  77,200
     shares of common  stock as payment  in full for the  property  rights  with
     respect to Rooms 3805 - 3809 of the Guamao Building in Shenzhen, China.

                                       8
<PAGE>


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

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

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

     Net sales are derived principally from web advertisement,  web site design,
information fees, systems integration and e-commerce  solutions,  referred to as
"business  portals  and  e-commerce  solutions",  and from  software  design and
general  internet  solutions and business  consulting  services,  referred to as
"software development and consulting commission income".

     The  following  table  reflects the total net sales and  percentage  of net
sales  represented by business portals and e-commerce  solutions and by software
development  and  consulting  services,  and  percent  change  in each of  those
categories, for the periods indicated:
<TABLE>

                                               Total Net Sales                Percent of Total Net Sales            Percent
                                       ---------------------------------    --------------------------------      Change from
                                                                                                                  nine months
                                         Nine Months Ended March 31,          Nine Months Ended March 31,         ended March
                                       ---------------------------------    --------------------------------      31, 1999 to
                                            1999              2000                                                nine months
                                            US$               US$               1999              2000            ended March
                                       ---------------   ---------------    --------------    --------------    --------------
<S>                                    <C>                <C>               <C>               <C>               <C>

Business portals and
e-commerce solutions
- Web site design and development             112,697           317,240             46.2%             28.1%            181.5%
- Web advertisement                            71,679            85,170             29.4%              7.5%             18.8%
- Systems sales and integration                     0           517,865              0.0%             45.9%              n.m.
- Web hosting                                   5,727            41,577              2.3%              3.7%            626.0%
- Telephone payment systems                         0               221              0.0%              0.0%              n.m.
                                       ---------------   ---------------    --------------    --------------
                                              190,103           962,073             77.9%             85.2%            406.1%
Software development and consulting
- Software development                              0           166,931              0.0%             14.8%              n.m.
- Consulting                                   54,000                 0             22.1%              0.0%              n.m.
                                       ---------------   ---------------    --------------    --------------
                                               54,000           166,931             22.1%             14.8%            209.1%
                                       ---------------   ---------------    --------------    --------------
     Total                                    244,103         1,129,004            100.0%            100.0%            362.5%
                                       ===============   ===============    ==============    ==============
</TABLE>

                                       9
<PAGE>

     The  increase in each  category of  revenues  during the nine months  ended
March 31, 2000 was primarily  attributable to marketing efforts,  increased name
brand  awareness  in  connection  with those  efforts and the  operation  of our
www.ChinaE.com  site. Nominal revenues were received during the quarter and nine
months ended March 31, 2000 from the  commencement of telephone  payment systems
by the Jiayin Joint Venture.

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

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


                                              Total Cost of Services            Percent of Total Net Sales         Percent
                                       ---------------------------------    --------------------------------     Change from
                                                                                                                 nine months
                                         Nine Months Ended March 31,          Nine Months Ended March 31,        ended March
                                       ---------------------------------    --------------------------------     31, 1999 to
                                            1999              2000                                               nine months
                                            US$               US$               1999              2000           ended March
                                       ---------------   ---------------    --------------    --------------    --------------
<S>                                   <C>                <C>                 <C>              <C>               <C>

Engineering/technician salaries                40,969           109,393             16.8%              9.7%            167.0%
Subcontract fees                                    0           153,622              0.0%             13.6%              n.m.
Cost of system sales and integration                0           477,594              0.0%             42.3%              n.m.
Depreciation                                    2,276            15,222              0.9%              1.3%            568.8%
Other                                          48,961           113,001             20.1%             10.0%            130.8%
                                       ---------------   ---------------    --------------    --------------
     Total                                     92,206           868,832             37.8%             76.9%            842.3%
                                       ===============   ===============    ==============    ==============
</TABLE>

     For the nine months  ended  March 31,  2000,  costs of  services  increased
842.3%, to US$868,832, or 76.9% of net sales, compared to US$92,206, or 37.8% of
net sales, for the nine months ended March 31, 1999.

     The principal  components of cost of services  during the nine months ended
March 31, 2000 were  engineer/technician  salaries;  subcontract  fees;  cost of
hardware;  other costs  associated  with  support on the  engineering/technician
staff; and depreciation of equipment utilized in connection with services.

     The  increase  in  costs  of  services  was  principally   attributable  to
expenditures  to support  the  increase in net sales,  including  an increase in
engineering/technician  headcount  from 15 at March 31,  1999 to 40 at March 31,
2000 and the sale of certain hardware during the current period. The increase in
costs of services as a percentage of revenues was primarily  attributable to the
sale of hardware which has a lower profit margin than service revenues.


                                       10
<PAGE>

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

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

<TABLE>

                                                  Total SG&A                   Percent of Total Net Sales           Percent
                                       ---------------------------------    --------------------------------      Change from
                                                                                                                  nine months
                                         Nine Months Ended March 31,          Nine Months Ended March 31,         ended March
                                       ---------------------------------    --------------------------------      31, 1999 to
                                            1999              2000                                                nine months
                                            US$               US$               1999              2000            ended March
                                       ---------------   ---------------    --------------    --------------    --------------
<S>                                    <C>               <C>                <C>               <C>               <C>

Sales and marketing salaries and
commissions                                    34,935            76,798             14.3%              6.8%            119.8%
Other sales and marketing expenses             24,372           155,988             10.0%             13.8%            540.0%
Rentals                                        15,311            21,853              6.3%              1.9%             42.7%
Administrative salaries                        43,576            63,591             17.8%              5.6%             45.9%
Other corporate                                79,728           705,926             32.7%             62.5%            785.4%
Amortization of intangibles                         0           164,314              0.0%             14.6%              n.m.
                                       ---------------   ---------------    --------------    --------------
     Total                                    197,922         1,188,470             81.1%            105.2%            500.5%
                                       ===============   ===============    ==============    ==============
</TABLE>

     For the nine  months  ended  March 31,  2000,  SG&A  increased  500.5%,  to
US$1,188,470,  or 105.2% of net sales,  compared to US$197,922,  or 81.1% of net
sales, for the nine months ended March 31, 1999.

     The increase in SG&A has been principally  attributable to a combination of
(1) aggressive  marketing efforts associated with the commencement and growth of
revenue producing operations, including costs associated with sales commissions,
attendance at international trade conferences,  industry journal advertising and
other  related  expenses,  (2) an increase in  administrative  support staff and
corporate overhead to support anticipated growth in revenues, including non-cash
charges  totaling  US$151,389  associated with the Company's  agreement to issue
certain shares and options to an officer, and (3) amortization of intangibles.

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

     Amortization   expense   related  to  the   acquisition  of  eighty  system
integration  contracts from Labtam Corporation in July 1999 for 69,700 shares of
common stock of the Company and  technological  know-how  from  Shenzhen  Jiayin
Investment Development Co., Ltd. for approximately  US$289,855 and 75,512 shares
of common stock of the Company.  At the time of the acquisition of the contracts
from Labtam  Corporation,  five of those contracts were active and  seventy-five
contracts were inactive and are viewed as the purchase of a customer list.


                                       11
<PAGE>

     The  intangible   assets  are  being  amortized  over  a  24-month  period,
representing  the life of the  contracts  and the  expected  useful  life of the
technological know-how. During the nine months ended March 31, 2000, we recorded
a charge for amortization of the intangible assets of US$164,314.  We will incur
amortization  expense  quarterly  of  approximately  US$36,000  for  the  system
integration  contracts through June 30, 2001 and US$83,000 for the technological
know-how through March 31, 2002.

     Other Income and Gain on Dilution of Interest in  Subsidiary.  Other income
consists  principally  of interest  income and a gain from the  reduction in our
interest in the Jiayin Joint  Venture.  For the nine months ended March 31, 2000
other income totaled  US$15,546  compared to US$104 of other income for the nine
months ended March 31, 1999.  The increase in other income was  attributable  to
increased  balances of cash held in interest bearing  accounts  (US$4,190) and a
gain from the reduction in our interest in Jiayin Joint Venture (US$6,982).

     Minority  Interest.  Minority interest of US$19,031 was reported during the
current period.  No minority interest was reported during the prior year period.
Minority interest reflects the proportionate  interest in the earnings/(loss) of
Jiayin Joint Venture not attributable to the Company.

Material Changes in Financial Condition, Liquidity and Capital Resources.

     At March 31,  2000 we had cash and cash  equivalents  of  US$3,258,672  and
working  capital of  US$4,105,572  as  compared to  US$528,612  of cash and cash
equivalents and US$476,912 of working capital at June 30, 1999.

     Operations used US$1,127,519 of cash during the nine months ended March 31,
2000 and used  US$179,133  of cash during the nine months  ended March 31, 1999.
Funds used in  operations  primarily  relate to the losses  incurred  during the
period,  increases in trade and other receivables and increases in other current
and non-current  assets,  all relating to the start-up and growth of operations,
which were  partially  offset by non-cash  charges  relating to the  issuance of
shares and options for services and amortization of intangible assets.

     Investing activities used US$378,200 during the nine months ended March 31,
2000 and  US$33,367  during the nine months ended March 31, 1999.  Funds used in
investing  activities  consist of purchases  of equipment to support  operations
(US$117,003),  amounts due from our joint  venture  partner,  Jiayin  Investment
Company Limited (US$157,815), and amounts loaned to Dunwell Computer (Hong Kong)
Ltd (US$103,382).

     Financing  activities provided  US$4,236,884 of cash during the nine months
ended March 31, 2000 and US$766,204 during the nine months ended March 31, 1999.
The cash provided by financing  activities  was  attributable  to the receipt of
subscription  proceeds totaling  US$3,092,029  relating to the sale of 1,147,156
shares  of common  stock  and the  receipt  of  $539,855  of cash from our joint
venture  partner  during the current period and the receipt of proceeds from the
sale of common stock during the prior year period.

     We had no long term debt at March 31, 2000 or June 30, 1999.

     In January 2000, we signed a Letter of Intent to purchase  Dunwell Computer
(Hong Kong) Ltd.  Dunwell is a Hong Kong licensed  Internet Service Provider and
e-commerce solutions provider. Pursuant to the terms of the Letter of Intent, we
will  pay  HK$2.8  million,  approximately  US$361,757  for 70% of the  stock of
Dunwell.  The purchase  price is payable 50% in cash and 50% in stock at US$3.50
per share.  Closing of the  purchase  of  Dunwell  is  subject to  execution  of
definitive documents and satisfaction of standard closing conditions.

                                       12
<PAGE>

     During the nine months ended March 31, 2000,  the Company agreed to acquire
from an  unrelated  third party the  premises in which the  Company's  executive
offices are located.  Under the terms of the agreement,  we issued 77,200 shares
of common stock as payment in full for the property rights with respect to Rooms
3805 - 3809 of the Guamao Building in Shenzhen, China.

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

Certain Factors Affecting Future Operating Results

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

     Future  revenues  and  operating  results  may  also  be  effected  by  the
operations  of  Dunwell  Computer  (Hong  Kong  )  Ltd.  if  we  consummate  the
acquisition of Dunwell pursuant to an existing letter of intent.

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

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

     (a)  Not applicable.

     (b)  Not applicable.

     (c) In January and February,  2000, the Company received  subscriptions and
subscription  proceeds  with respect to the offer and sale of 653,334  shares of
common stock.  The securities  were offered without the use of an underwriter or
placement  agent  and  were  sold  to a total  of 3  accredited  investors.  The
securities  were  offered  for  aggregate   consideration   of  $3,000,000.   No
underwriting discounts or commissions were paid.

     In the first  quarter of 2000,  the Company  issued 77,200 shares of common
stock to one  entity for the  transfer  to the  Company of office  space with an
appraised value of $463,000.

                                       13
<PAGE>

     In the first  quarter of 2000,  the Company  issued 75,512 shares of common
stock  to  the   shareholders   of  Jiayin  in  exchange  for  the  transfer  of
technological know-how.

     In the first  quarter of 2000,  the Company  issued 41,110 shares of common
stock to employees of the Company as compensation for services.

     The offer and sale of the above  described  securities was made in reliance
on the  exemption  set out in Section 4(2) of the  Securities  Act of 1933.  The
shares were offered  without  general  solicitation  or advertising to a limited
group of accredited investors.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

     Exhibit No.                     Description
    -------------                   --------------
       10.1           Agreement Regarding Transfer of Properties on 38th Floor,
                      Guomao Building
       27.1           Financial Data Schedule

     (b)  Reports on Form 8-K

          None


                                       14
<PAGE>

                                   SIGNATURES

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

                                     INTERMOST CORPORATION


Dated: May 15, 2000                  By:  /s/ Jun Liang
                                        ---------------------------------------
                                        Jun Liang, President and C.E.O,
                                        Principal Accounting and Financial
                                        Officer


                                       15