<PAGE>
                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended: December 31, 2002
                                       OR

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

                         Commission file number: 0-30430

                              INTERMOST CORPORATION
             (Exact name of registrant as specified in its charter)
                    Utah                                 87-0418721
          (State or other jurisdiction of             (I.R.S. Employer
          Incorporation or organization)               Identification No.)

             10th Floor, B10-07 Guomao Building, Renmin Rd. (South)
                                 Shenzhen, China
                                     518014
                    (Address of principal executive offices)
                                   (Zip Code)
                               (86) 755 8221 0238
               (Registrant's telephone number including area code)
                                       N/A
     (Former name, former address and former fiscal year, if changed since
                                  last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
 filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
          securities under a plan confirmed by a court. YES [ ] NO [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The registrant has
33,120,481 shares of common stock issued and outstanding as of January 28, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [   ] No [ x ]



<PAGE>


INTERMOST CORPORATION

                                      INDEX


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

         Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets (Unaudited) - December
            31, 2002 and June 30, 2002.................................   2

         Consolidated Condensed Statements of Operations (Unaudited) -
            For the three months ended December 31, 2002 and 2001.....    3

         Consolidated Condensed Statements of Operations (Unadutied) -
            For the six months ended December 31, 2002 and 2001.......    4

          Consolidated Condensed Statements of Cash Flows (Unaudited)-
            For the six months ended December 31, 2002 and 2001..... .    5

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

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

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K.....................  16

SIGNATURES        .....................................................  17




                                        1
<PAGE>


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                     INTERMOST CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
-------------------------------- ------------------- ---------------------------------------
                                   June 30, 2002               December 31, 2002
-------------------------------- ------------------- ---------------------------------------
                                                RMB                  RMB                US$
-------------------------------- ------------------- -------------------- ------------------
--------------------------------------------------------------------------------------------
                                          ASSETS
--------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>
Current Assets
-------------------------------- ------------------- -------------------- ------------------
     Cash and cash equivalents              443,607               40,266              4,863
-------------------------------- ------------------- -------------------- ------------------
     Accounts receivable, net               658,641              115,575             13,958
-------------------------------- ------------------- -------------------- ------------------
     Costs and estimated
     earnings                               150,170                    -                  -
        in excess of billings
-------------------------------- ------------------- -------------------- ------------------
     Deposits, prepayments and
        other receivables, net            1,530,962              850,761            102,749
    of allowance for doubtful
    accounts of Rmb399,810 and
    Rmb254,753
-------------------------------- ------------------- -------------------- ------------------

-------------------------------- ------------------- -------------------- ------------------
     Computer software held                       -            1,242,000            150,000
     for sale
-------------------------------- ------------------- -------------------- ------------------
     Amount due from custodian            2,523,743            1,764,469            213,100
-------------------------------- ------------------- -------------------- ------------------
     Due from a related                     72, 345                    -                  -
    company, net of allowance
    for doubtful accounts of
    (June 30, 2002: Nil) Rmb
    72,345
-------------------------------- ------------------- -------------------- ------------------
           Total Current Assets           5,379,468            4,013,071            484,670
-------------------------------- ------------------- -------------------- ------------------

-------------------------------- ------------------- -------------------- ------------------
Property and equipment, net               3,248,326            2,910,484            351,508
-------------------------------- ------------------- -------------------- ------------------

-------------------------------- ------------------- -------------------- ------------------
                   Total Assets           8,627,794            6,923,555            836,178
-------------------------------- ------------------- -------------------- ------------------

--------------------------------------------------------------------------------------------
                           LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------
Current Liabilities
-------------------------------- ------------------- -------------------- ------------------
     Accruals and other                   2,257,604            1,788,449            215,996
     payables
-------------------------------- ------------------- -------------------- ------------------
     Accounts payables                            -            1,242,000            150,000
-------------------------------- ------------------- -------------------- ------------------
     Deferred Revenue                       432,534              327,136             39,509
-------------------------------- ------------------- -------------------- ------------------
     Deposits from customers                      -              195,478             23,609
-------------------------------- ------------------- -------------------- ------------------
     Business tax payable                    21,963               16,637              2,009
-------------------------------- ------------------- -------------------- ------------------
     Due to directors                     1,857,930            2,006,661            242,350
-------------------------------- ------------------- -------------------- ------------------
      Total current liabilities           4,570,031            5,576,361            673,473
-------------------------------- ------------------- -------------------- ------------------

-------------------------------- ------------------- -------------------- ------------------
Minority interest                            90,584               89,743             10,839
-------------------------------- ------------------- -------------------- ------------------
Shareholders' equity
-------------------------------- ------------------- -------------------- ------------------
 Preferred stock, par value
 US$0.001:
-------------------------------- ------------------- -------------------- ------------------
   - Authorized-5,000,000
shares
-------------------------------- ------------------- -------------------- ------------------
   - None outstanding                             -                    -                  -
-------------------------------- ------------------- -------------------- ------------------

-------------------------------- ------------------- -------------------- ------------------
Common stock, par value
US$0.001:
-------------------------------- ------------------- -------------------- ------------------
   -Authorized-100,000,000
shares
-------------------------------- ------------------- -------------------- ------------------
   -Outstanding and fully paid-
        33,120,481 shares                   274,279              274,279             33,125
-------------------------------- ------------------- -------------------- ------------------
 Additional paid in capital              62,085,259           62,085,259          7,498,220
-------------------------------- ------------------- -------------------- ------------------
 Reserved and to be issued -
        2,000,000 shares                     16,560               16,560              2,000
-------------------------------- ------------------- -------------------- ------------------
 Accumulated deficit                   (58,378,023)         (61,087,751)        (7,377,748)
-------------------------------- ------------------- -------------------- ------------------
 Accumulated other
     comprehensive loss                    (30,896)             (30,896)            (3,731)
-------------------------------- ------------------- -------------------- ------------------
     Total shareholders' equity           3,967,179            1,257,451            151,866
-------------------------------- ------------------- -------------------- ------------------
       Total liabilities
           and                            8,627,794            6,923,555            836,178
           shareholders' equity
-------------------------------- ------------------- -------------------- ------------------
</TABLE>

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


                                        2
<PAGE>


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

<TABLE>
<CAPTION>


                                                      Three Months Ended December 31,
                                                -----------------------------------------
                                                 2001                      2002
                                                -------           -----------------------
                                                   RMB             RMB               US$
<S>                                               <C>              <C>             <C>
Net revenues                                      830,029          430,337         51,973
Cost of revenues                                 (436,605)        (258,080)       (31,169)
                                                ----------       ----------       --------
Gross Profit                                      393,424          172,257         20,804

Selling, general and administrative
   expenses                                    (1,783,657)      (1,754,970)      (211,953)
                                                ----------       ----------      ---------
Loss from operations                           (1,390,233)      (1,582,713)      (191,149)
Interest income                                     3,774              864            104
Loss on disposal of property and equipment       (274,430)          (1,715)          (207)
Other income, net                                   40,175           54,708          6,607
                                              ------------       ----------      ---------

Loss before minority interest                  (1,620,714)      (1,528,856)      (184,645)

Minority interest                                     879               15              2
                                              ------------      -----------      ---------
Net loss                                       (1,619,835)      (1,528,841)      (184,643)
                                              ============      ===========      =========
Net loss
  per common share - Basic and diluted              (0.12)           (0.05)         (0.01)
                                              ============     ============     ==========
Weighted average number of
   shares outstanding                           13,120,481       33,120,481     33,120,481
                                              ============     ============     ==========
</TABLE>

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


                                        3
<PAGE>


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


<TABLE>
<CAPTION>

                                                       Six Months Ended December 31,
                                                -----------------------------------------
                                                 2001                      2002
                                                -------           -----------------------
                                                   RMB             RMB               US$
<S>                                             <C>                <C>            <C>
Net revenues                                    3,307,002          940,687        113,610
Cost of revenues                               (2,308,391)        (756,516)       (91,367)
                                                ----------       ----------       --------
Gross Profit                                      998,611          184,171         22,243

Selling, general and administrative
   expenses                                    (4,225,226)      (2,949,871)      (356,265)
                                                ----------       ----------      ---------
Loss from operations                           (3,226,615)      (2,765,700)      (334,022)
Interest income                                    11,405            1,302            157
Loss on disposal of property and equipment     (1,091,926)         (51,840)        (6,261)
Other income, net                                  463,818          105,669         12,762
                                              ------------       ----------      ---------

Loss before minority interest                  (3,843,318)      (2,710,569)      (327,364)

Minority interest                                   4,776              841            102
                                              ------------      -----------      ---------
Net loss                                       (3,838,542)      (2,709,728)      (327,262)
                                              ============      ===========      =========
Net loss
  per common share - Basic and diluted              (0.29)           (0.08)         (0.01)
                                              ============     ============     ==========
Weighted average number of
   shares outstanding                           13,120,481       33,120,481     33,120,481
                                              ============     ============     ==========
</TABLE>

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


                                        4
<PAGE>


                     INTERMOST CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                 Six Months Ended December 31,
                                                             -------------------------------------------
                                                               2001                       2002
                                                               ----                -------------------
                                                                RMB                RMB              US$
<S>                                                         <C>              <C>                 <C>
Cash flows from operating activities:
Net loss per the Statements of Operations                   (3,838,542)      (2,709,728)         (327,262)
Adjustments to reconcile net loss to net cash
used in operating activities:
     Loss on disposal of property and equipment               1,091,926           51,840             6,261
     Provision for doubtful debt                                      -          327,098            39,504
     Depreciation                                               622,717          286,002            34,541
     Minority interest                                          (4,776)            (841)             (102)
(Increase) decrease in operating assets -
     Inventory                                                   15,818                -                 -
   Computer software held for sale                                    -      (1,242,000)         (150,000)
     Accounts receivable, net                                  (25,113)          543,066            65,588
     Cost and estimated earnings in excess of
           billings on uncompleted contract                      21,750          150,170            18,136
     Deposits, prepayments and
           other receivables                                  (307,431)          425,448            51,383
Increase (decrease) in operating liabilities -
     Accruals, Accounts payable and
       other payables                                         (482,409)          772,845            93,339
     Deposit on liquidation                                      75,200                -                 -
     Deferred revenue                                            55,913        (105,398)          (12,729)
     Deferred rent                                            (362,638)                -                 -
     Deposits from customers                                   (28,150)          195,478            23,608
     Business tax payable                                      (44,069)          (5,326)             (643)
     Due to directors                                           146,773          148,731            17,963
                                                            -----------      -----------        ----------

     Net cash used in operating activities                  (3,063,031)      (1,162,615)         (140,413)

Cash flows from investing activities:
Purchase of property and equipment                             (16,500)                -                 -
Sale of property and equipment                                   23,940                -                 -
                                                             ----------            -----          --------

     Net cash  provided by investing activities                   7,440                -                 -
                                                             ----------           ------       -----------

Cash flows from financing activities:
Net proceeds from custodian                                           -          759,274            91,700
                                                          -------------          -------           -------

     Net cash provided by financing activities                        -          759,274            91,700
                                                          -------------          -------            ------

</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>               <C>                <C>
Effect of cumulative translation adjustments                        (9)                -                 -
Net decrease in cash and cash equivalents                   (3,055,600)        (403,341)          (48,713)
Cash and cash equivalents, beginning of period                4,126,138          443,607            53,576
                                                              ---------         --------         ---------

Cash and cash equivalents, end of period                      1,070,538           40,266             4,863
                                                              =========          =======           =======
</TABLE>

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





                                        6
<PAGE>












INTERMOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. INTERIM FINANCIAL PRESENTATION

The interim consolidated financial statements are prepared pursuant to the
requirements for reporting on Form 10-QSB. These financial statements have not
been audited by independent accountants. The June 30, 2002 balance sheet data
was derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The interim
financial statements and notes thereto should be read in conjunction with the
financial statements and notes included in the Company's Form 10-KSB. In the
opinion of management, these interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of the
results for the interim periods presented. The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full year ending June 30, 2003.

2. CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION


Unless otherwise indicated as Renminbi ("Rmb"), all financial information
contained in this Quarterly Report is presented in United States dollars ("$" or
"US$"). Our sales are principally in Renminbi. The translation of Renminbi
amounts into US dollars are for reference purpose only and have been made at the
exchange rate of Rmb8.28 for US$1. The People's Bank of China sets and publishes
daily a base exchange rate with reference primarily to the supply and demand of
Renminbi against the United States dollar in the market during the prior day.
The People's Bank of China also takes into account other factors such as the
general conditions existing in the international foreign exchange markets.
Although Chinese governmental policies were introduced in 1996 to reduce
restrictions on the convertibility of Renminbi into foreign currency for current
amount items, conversion of Renminbi into any other currency for capital items,
such as foreign direct investment, loans or security, requires the approval of
the State Administration for Foreign Exchange. The translation of Renminbi
amounts in this quarterly report on Form 10-QSB is not a representation that the
Renminbi amounts could actually be converted into United States dollars at that
rate or at any other rate on that date or on any other date.


                                        7
<PAGE>


3. ABANDONMENT OF LEASEHOLD

During the six month period ended December 31, 2002, as part of an ongoing cost
control program, the Company relocated its offices and terminated the lease on
its prior offices. In conjunction with the termination of the prior office
lease, the Company recorded a loss on disposal of fixed assets relating to the
disposal of furnitures and computer equipment in the amount of $6K(1).

4. GOING CONCERN CONSIDERATIONS

As shown in the accompanying consolidated condensed financial statements, the
Company incurred net losses in prior years and a net loss of Rmb 2,709,728 for
the period ended December 31, 2002; the Company's current liabilities exceeds
its current assets at December 31, 2002, and the Company continues to experience
negative cash flows from operations. Management will be required to raise
additional capital through an offering of securities to fund the Company's
operations, and will attempt to continue raising capital resources until such
time as the Company generates revenues sufficient to maintain itself as a viable
entity. Additionally, the Company and its principle shareholders are exploring
the possibility of obtaining loans from other third party sources. Management
believes that these actions will assist the Company in reaching the point of
profitability from operations and enable the Company to raise further capital
from private placements or public offerings. If successful, these actions will
serve to mitigate the factors which have raised substantial doubt about the
Company's ability to continue as a going concern and increase the availability
of resources for funding of the Company's current operations and future market
development.

5. LOSS PER COMMON SHARE - BASIC

Loss per common share is computed in accordance with Statement of Financial
Accounting Standards No. 128, by dividing net loss for each period by the
weighted average number of shares of common stock outstanding during the period.
No diluted loss per common share was presented in the consolidated condensed
statements of operations as there were no dilutive securities available for
exercise.

--------
(1) * As used in this 10-QSB, the letter "K" appearing immediately after a
dollar amount denotes rounding to the nearest $1,000; as an example, $250,799
may be rounded to "$251K".

                                        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 our unaudited interim consolidated financial statements and the notes
thereto included in Item 1 of this Quarterly Report on Form 10-QSB. Certain
statements in the discussion titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and information contained in this
Form 10-QSB are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks and uncertainties. As more fully described in the
section titled "Certain Factors Affecting Future Operating Results" and
elsewhere in this Form 10-QSB, our actual results could differ materially from
those anticipated in such forward-looking statements. We do not undertake any
obligation to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

Material Changes in Results of Operations for the Six Months Ended December 31,
2002 as Compared to the Six Months Ended December 31, 2001.

Net Revenues.

         Net revenues during the six month period ended December 31, 2002 were
derived principally from e-commerce solutions and system sales and integration
while net revenues during the six month period ended December 31, 2001 were
derived principally from e-commerce solutions, system sales and integration and
web advertisement.

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

                                  Total Net Revenues                Percent of Total Net Revenues
                            ---------------------------------      --------------------------------
                            Six Months Ended December 31,           Six Months Ended December 31,
                            ---------------------------------      --------------------------------
                                  2001             2002                 2001             2002
                                  ----             ----                 ----             ----
                                   US$              US$
<S>                               <C>               <C>                 <C>               <C>
E-commerce solutions
- Web site design and development 139,224           77,893             34.8%             68.6%
- Conference services             132,633                -             33.2%              0.0%
                                 --------          -------           -------           -------
                                  271,857           77,893             68.0%             68.6%

System sales integration           35,789           35,500              9.0%             31.2%
Web advertisement                  91,750              217             23.0%              0.2%
                                  -------          -------           -------           -------
     Total                        399,396          113,610            100.0%            100.0%
                                  =======          =======           =======           =======

</TABLE>



                                       9
<PAGE>




         Total net revenues decreased 72% to $114K during the six month period
ended December 31, 2002 compared to $399K during the same period in 2001.
E-commerce solutions revenues decreased 71% to $78K in the six month period
ended December 31, 2002 as compared to $272K in the six month period ended
December 31, 2001. The decrease is mainly attributable to the Company's receipt,
in the six month period ended December 31, 2001, of $133K in non-recurring
revenue from conference services, which are not considered to be core revenues
under the Company's business plan. System sales and integration revenues
decreased by $0.3K, or 0.8%, to $35K in the six month period ended December 31,
2002 as compared to $36K in the six month period ended December 31, 2001. Web
advertisement revenues decreased 99% to $0.2K in the six month period ended
December 31, 2002 as compared to $92K for the six month period ended December
31, 2001.

         The change in total net revenues and the character of those sales was
primarily attributable to management's decision to revise the Company's plan of
operation by developing our business beyond the market for Internet products and
services. This market was adversely impacted during the 2001 fiscal year by a
sharp decline in worldwide investment in Internet initiatives and by weak
economic conditions and slowing economic growth globally, particularly following
the terrorist attacks of September 11, 2001 in the United States. While we
believe that the Chinese Internet market will continue to develop, outpacing the
growth of other more mature Internet markets, and while we intend to continue
operating our core business, we also intend to look for potential alliances,
such as joint ventures or acquisitions that will enhance our business. During
the six month period ended December 31, 2002, we began implementing this aspect
of our business plan by becoming a distributor of software specially developed
for use by Chinese speakers and by acquiring Shanghai Newray Enterprise Co.
Ltd., a business that we believe has the potential for significant growth. See
the section below entitled "Material Changes in Financial Condition, Liquidity
and Capital Resources". We cannot assure you that these acquisitions, or any
other acquisitions we make, will be successful or will generate substantial
revenues.
                                       10
<PAGE>

Cost of Revenues.

         Cost of revenues consists principally of salaries for computer network
technicians, costs of systems sales and integration, depreciation, and other
costs, including travel, employee benefits, and office and related expenses
allocable to the engineering and technician staff.

         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>

                                  Total Cost of Revenues            Percent of Total Net Revenues
                            ---------------------------------       -------------------------------
                            Six Months Ended December 31,            Six Months Ended December 31,
                                 2001              2002                 2001                2002
                                  US$               US$
<S>                              <C>                <C>                  <C>                <C>
Engineering/technician salaries    31,012            28,243              7.8%              24.8%
Subcontract fees                  174,665               195             43.7%               0.2%
Cost of system sales
 and integration                   24,598            41,126              6.2%              36.2%
Depreciation                        7,426             3,203              1.8%               2.8%
Other                              41,090            18,600             10.3%              16.4%
                                  -------           -------           -------              ------
     Total                        278,791            91,367             69.8%              80.4%
                                  =======           =======           =======              =====
</TABLE>




         Cost of revenues decreased 67%, to $91K, or 80% of net revenues during
the six month period ended December 31, 2002 from $279K, or 70% of net revenues
during the six month period ended December 31, 2001.

         The principal components of cost of revenues during the six month
period ended December 31, 2002 were engineer/technician salaries, cost of
hardware, other costs associated with support of the engineering/technician
staff and depreciation of equipment utilized in connection with services.

         The decrease in costs of revenues, in total and as a percentage of
revenues, was principally attributable to a decline in sales as well as to cost
containment efforts implemented by management during the 2002 fiscal year,
including a decrease in engineering/technician staffing and a decrease in the
use of subcontractors.

Selling, General and Administrative Expense.

         Selling, general and administrative expense ("SG&A") consists
principally of (1) sales commissions, (2) advertising, (3) other marketing
expense, (4) rental expense, (5) salaries for administrative and sales staff,
and (6) corporate overhead.

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

                                       Total SG&A                     Percent of Total Net Revenue
                                  -------------------------------    -------------------------------
                                Six Months Ended December 31,         Six Months Ended December 31,
                                      2001             2002               2001            2002
                                       US$              US$
<S>                                    <C>              <C>                <C>             <C>
Sales and marketing salaries and
  commissions                        80,865            45,118              20.2%             39.7%
Advertising and other sales and
  marketing expenses                 82,058            24,281              20.6%             21.4%
Rentals                              30,320            34,273               7.6%             30.2%
Administrative salaries              99,523            90,249              24.9%             79.4%
Corporate overhead                  217,527           162,344              54.5%            142.9%
                                   --------           -------              ------           ------
     Total                          510,293           356,265             127.8%            313.6%
                                    =======           =======              ======           ======
</TABLE>

                                       11
<PAGE>


         For the six month period ended December 31, 2002, G&A decreased 30%,
to $356K, or 314% of net revenue, in comparison to $510K, or 128% of net
revenue for the six month period ended December 31, 2001.

         The decrease in SG&A has been principally attributable to cost
containment efforts undertaken during the six month period ended December 31,
2002, including decreasing the sales and marketing staff and reducing marketing
expenses and corporate overhead.

         LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT. The Company incurred a loss
in the amount of $6K on the disposal of fixed assets during the six month period
ended December 31, 2002. The loss related to the disposal of furniture and
computer equipment in conjunction with the relocation of its office.

         OTHER EXPENSE (INCOME), NET. Other income, net, totaled $13K during the
six month period ended December 31, 2002 as compared to other income of $56K
during the six month period ended December 31, 2001. Other income during the six
month period ended December 31, 2002 consisted primarily of income we received
from the rental of office space located at 38/F Guomao Building. Other income
during the period ended December 31, 2001 consisted primarily of $51K,
representing the reversal of the remaining deferred rent that was no longer due
because of the early termination of the Company's former office lease.

         MINORITY INTEREST. Minority interest of $0.1K was reported during the
six-month period ended December 31, 2002 as compared to $0.5K of minority
interest during the six month period ended December 31, 2001. Minority interest
reflects the Company's proportionate interest in the losses of Intermost Focus
Advertising.

Material Changes in Financial Condition, Liquidity and Capital Resources.

         At December 31, 2002 the Company had cash and cash equivalents of $5K
and negative working capital of $189K as compared to $54K of cash and cash
equivalents and $98K of working capital at June 30, 2002.

         Net cash used in operating activities was $140K for the six-month
period ended December 31, 2002, while net cash used in operating activities was
$370K for the same period in 2001. Funds used in operations primarily relate to
losses in the amount of $327K incurred during the six month period ended
December 31, 2002, and reductions in various liabilities which were partially
offset by non-cash charges, including depreciation expense of $35K and loss on
the disposal of property and equipment of $6K

         There was no investing activity during the six month period ended
December 31, 2002.

         Net cash provided by financing activities was $92K for the six-month
period ended December 31, 2002. There was no financing activity during the same

                                       12
<PAGE>

period in 2001. Funds provided by financing activities consisted of proceeds
disbursed from a custodial account. The custodial account was established in
conjunction with the private offering of the Company's securities undertaken in
2002.

         The Company had no long-term debt at December 31, 2002.

         As a result of continuing losses and weakness in the global economy and
the Internet sector, the Company has implemented various cost management
measures to reduce its overhead in response to its declining revenues. The
Company is also evaluating various strategies to attain profitability.

      In November 2002, ChinsE.com Information Technology Ltd., a subsidiary
of the Company, purchased eight licenses for HanWEB Publishing Server 3.0, an
online real time translation engine that translates traditional Chinese to
simplified Chinese and vice versa, and six licenses for HanVoice Web to Phone
Server 1.0, a real time Internet to telephone conversion server for Cantonese,
Putonghua and English. These licenses were purchased from KanHan Technologies
Ltd at a cost of $150K. The Company will be one of the distributors of KanHan
Technologies Ltd software in China. Currently, KanHan has one other distributor
in China.

      On December 17, 2002, IMOT Information Technology (Shenzhen) Ltd., a
subsidiary of the Company, signed a Shareholding Acquisition Agreement for the
purpose of acquiring 51% of the shares of Shanghai Newray Enterprise Co. Ltd.
for a price of RMB200K, approximately $24K, plus 4 million shares of the
Company's common stock. Shanghai Newray Enterprises Co. Ltd. operates over 160
photo finishing and development outlets in Shanghai. The agreement will not be
effective until the government of Shanghai approves the transfer of the shares.
The Company believes that the transfer will receive approval from the Shanghai
government.

         The Company has been able to meet its cash requirements by implementing
a stringent cost savings program and by using funds provided by the private
placement of its common stock that took place in the first quarter of 2002. The
Company believes that sales of the KanHan Technologies Ltd. software it licensed
may provide revenues during the remainder of the fiscal year, however, there is
no assurance that any such revenues will be earned or, if revenues are earned,
that they will be sufficient to meet the Company's cash flow needs. If the
Company does not have adequate funds to meet its cash requirements during the
remainder of the fiscal year, it may undertake an offering of debt or equity
securities, it may attempt to borrow funds from related parties or affiliates,
or it may sell certain assets, including one or more of its subsidiaries.
However, there is no assurance that any attempts by the Company to raise
additional capital will be successful. If additional capital is needed but
cannot be obtained, the Company may be forced to curtail some or all of its
operations.

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. Some of these factors include:

         o        our ability to  successfully  implement  our revised  business
                  plan;
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<PAGE>

         o        whether  or not we  will  be able  to  obtain  the  additional
                  capital necessary to support our operations;

         o        whether  or  not we  will  find  joint  venture  prospects  or
                  acquisition prospects with which to enhance our business;

         o        whether or not we can successfully integrate acquisitions that
                  we make into our business;

         o        the level and rate of  acceptance of our products and services
                  by the Chinese people;

         o        continued growth in the use of the Internet in China;

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

         o        fluctuations in the level of orders for services  delivered in
                  a quarter;

         o        rescheduling or cancellation of orders by customers;

         o        competitive pressures on selling prices;

         o        changes in product, service or customer mix;

         o        rapid changes in  technology,  which result in our  technology
                  becoming obsolete;

         o        dependence upon certain key employees;

         o        availability and cost of computer technicians;

         o        loss of any strategic relationships;

         o        our ability to introduce new products and services on a timely
                  basis;

         o        new product and service introductions by our competitors;

         o        fluctuations in exchange rates, and

         o        general economic conditions.

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

Critical Accounting Policies.

         The following critical accounting policies rely upon management's
assumptions, judgments and estimates and were used in the preparation of our
consolidated financial statements:


                                       14
<PAGE>

Revenue Recognition

         Revenues are recognized (i) with respect to services, at the time a
project (or a milestone thereof) is completed and accepted by the customer, and
(ii) with respect to products, at the time products are delivered to customers
and collectibility for such sales is reasonably assured. We have adopted Staff
Accounting Bulletin No.101, Revenue Recognition ("SAB 101") in our financial
statements. SAB 101 provides in part further interpretive guidance for public
companies on the recognition, presentation, and disclosure of revenues in
financial statements. The adoption of SAB 101 did not have a material impact on
our revenue recognition practices.

Accounts Receivable

         We typically extend credit to our customers. From time to time,
e-commerce solution services are provided under fixed-price contracts where the
revenues and the payment of related receivable balances are due upon the
achievement of certain milestones. Management estimates the probability of
collection of the receivable balances and provides an allowance for doubtful
accounts based upon its judgment in assessing the realization of these
receivable balances based on aging, historical experience, the customer's
financial condition and general economic conditions.

Long-lived Assets

         We periodically evaluate 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.

Item 3. Controls and Procedures.

                   As of January 21, 2003, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the CEO and CFO, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on that evaluation, the
Company's management, including the CEO and CFO, concluded that the Company's
disclosure controls and procedures were effective as of that date. There have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to that
date.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

Item 2.  Changes in Securities.

         Not applicable

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<PAGE>

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.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  3(i)     Articles of Incorporation, as amended(1)
                  3(ii)    Bylaws(1)

                  10.1     Distributorship  Agreement  dated  November  28, 2002
                           between  KanHan   Technologies  Ltd.  and  ChinaE.com
                           Information Technology Ltd(2)

                  99       Certification Pursuant to 18 U.S.C. Section 1350(2)

                  (1) Incorporated by reference from the Registrant's Form 10-SB
                  filed with the Securities and Exchange Commission on June 11,
                  1999, number 000-26333.

                  (2) Filed herewith.

Reports on Form 8-K

                  No reports on Form 8-K were filed during the quarter ended
December 31, 2002.


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                                   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



                                   By:      /S/ Andy Lin
                                            ---------------------------------
                                            Andy Lin,
                                            President, Chief Executive Officer
                                            and Chief Financial Officer

Dated:   February 13, 2003


                                       17
<PAGE>



                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         I, Andy Lin, Chief Executive Officer and Chief Financial Officer of
Intermost Corporation, certify that:

      I have reviewed this quarterly report on Form 10-QSB of Intermost
Corporation.

      Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.

      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer as of, and for, the periods presented in the report.

         I am responsible for establishing and maintaining disclosure controls
and procedures for the Company.

         I have designed such disclosure controls and procedures to ensure that
material information is made known to me, particularly during the period in
which the periodic report is being prepared.

         I have evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
report; and

         I have presented in the report my conclusions about the effectiveness
of the disclosure controls and procedures based on the required evaluation as of
that date.

         I have disclosed to the Company's auditors and to the audit committee
of the board of directors (or persons fulfilling the equivalent function):

         (i) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Company's ability to record,
         process, summarize and report financial data and have identified for
         the Company's auditors any material weaknesses in internal controls;
         and

         (ii) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Company's internal
         controls; and

         I have indicated in the report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated:  February 13, 2003

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<PAGE>

                                                    /S/ Andy Lin
                                                    ---------------------------
                                                    Andy Lin
                                                    Chief Executive Officer and
                                                    Chief Financial Officer


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