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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

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

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         Commission file number: 0-30430

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

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

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

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

                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

     As of May 6,  2005,  the  issuer  had  87,788,563  shares of common  stock,
US$0.001 par value, issued and outstanding.

     Transitional Small Business Disclosure Format. Yes [ ] No [x]

<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

     This Quarterly  Report on Form 10-QSB for the quarterly  period ended March
     31, 2005 contains "forward-looking  statements",  including statements that
     include  the  words  "believes",   "expects",   "anticipates",  or  similar
     expressions.  These forward-looking statements include, but are not limited
     to, statements concerning the Company's  expectations regarding its working
     capital requirements, financing requirements, business prospects, and other
     statements  of   expectations,   beliefs,   future  plans  and  strategies,
     anticipated  events or trends, and similar  expressions  concerning matters
     that are not  historical  facts.  The  forward-looking  statements  in this
     Quarterly  Report on Form 10-QSB for the  quarterly  period ended March 31,
     2005 involve known and unknown risks,  uncertainties and other factors that
     could cause the actual results,  performance or achievements of the Company
     to  differ   materially   from  those   expressed  in  or  implied  by  the
     forward-looking statements contained herein. Except as required by law, the
     Company  undertakes no  obligation  to publicly  release the results of any
     revisions to these  forward-looking  statements that may be made to reflect
     any future events or circumstances.

                                      INDEX



                                                                        Page
                                                                       Number


PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

       Condensed Consolidated Balance Sheets -
            June 30, 2004 and March 31, 2005(Unaudited)                     1

       Condensed Consolidated Statements of Operations (Unaudited) ---
            Three Months and Nine Months ended March 31, 2004 and 2005      2

       Condensed Consolidated Statements of Cash Flows (Unaudited) ---
            Nine Months Ended March 31, 2004 and 2005                       3

       Notes to Condensed Consolidated Financial Statements ---
            Three Months and Nine Months Ended March 31, 2004 and 2005      4

    Item 2.  Management's Discussion and Analysis or Plan of
            Operation                                                       5

    Item 3.  Controls and Procedures                                       30

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                            31

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

     Item 3  Defaults Upon Senior Securities                               31

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

     Item 5  Other Information                                             31

     Item 6.  Exhibits                                                     32

SIGNATURES

                                       2
<PAGE>


                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>


                                                                                     March 31, 2005
                                                           June 30, 2004              (unaudited)
                                                                RMB               RMB             US$
<S>                                                      <C>                   <C>              <C>

                                                   ASSETS
Current Assets
     Cash and cash equivalents                                   1,544,822           461,946          55,791
     Accounts receivable, including RMB69,302,329
         (US$8,369,846) from related companies at
         March 31, 2005                                          3,052,336        70,220,712       8,480,762
  Inventories                                                        6,000           641,310          77,453
  Deposits, prepayments and other receivables                    4,503,799         3,261,591         393,912
  Short-term investment                                                  -         1,560,000         188,406
  Due from group company                                                                   -               -
  Due from a related company                                                       4,250,000         513,285
                                                                         -
            Total current assets                                 9,106,957        80,395,559       9,709,609

Other Assets
  Investment in an associated company                           21,646,308        28,400,318       3,429,990
  Plant and equipment, net                                         365,400           261,104          31,534
    Goodwill, at cost                                            4,568,552        27,681,893       3,343,224
    Intangible assets, net                                                         2,661,092         321,388
                                                                         -
          Total assets                                          35,687,217       139,399,965      16,835,745

                          LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY

Current Liabilities
     Accounts payable                                            3,117,252        38,356,808       4,632,465
     Accrued liabilities and other payables                      1,714,076         6,036,567         729,054
     Customer deposits                                             421,051           756,178          91,326
     Deferred revenue                                              286,357           372,680          45,010
     Business taxes and government surcharges payable               36,131         7,445,288         899,189
     Due to a director                                             148,283           238,253          28,775
          Total current liabilities                              5,723,150        53,205,774       6,425,818
Minority Interests                                                 940,072        15,699,218       1,896,041
Commitments and Contingencies
Shareholders' Equity
Preferred stock, par value US$0.001 per share-
   Authorized - 5,000,000 shares
   Issued and outstanding - None                                         -                 -               -
Common stock, par value US$0.001 per share-
   Authorized - 500,000,000 shares
   Issued and outstanding --- 67,017,406 shares at
June
      30, 2004 and 87,064,685 shares at March 31,                  554,938           720,933          87,069
      2005
 Reserved and to be issued - 200,000 shares                          1,656                 -               -
 Additional paid-in capital                                    102,521,781       141,907,937      17,138,640
 Accumulated deficit                                           (74,023,484)      (72,103,002)     (8,708,092)
 Accumulated other comprehensive loss                             (30,896)          (30,896)         (3,731)
     Total shareholders' equity                                 29,023,995        70,494,972       8,513,886
     Total liabilities, minority interests and
        Shareholders' equity                                    35,687,217       139,399,965      16,835,745

</TABLE>

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

                                       3
<PAGE>
<TABLE>

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

                                                         Three Months Ended March 31,
                                                  2004                         2005
                                                  RMB                 RMB                US$
<S>                                             <C>                <C>                 <C>

Net revenues, including RMB21,279,487
    (US$2,569,986) sold to related
    companies for the three months
    ended March 31, 2005                           4,296,247          25,523,488          3,082,547
Cost of revenues                                 (3,614,474)        (16,412,004)        (1,982,126)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Gross profit                                         681,773           9,111,484          1,100,421
                                            -----------------  ------------------  -----------------
Costs and expenses:
Selling, general and administrative
  expenses                                       (2,334,051)         (4,464,783)          (539,225)
Amortization of intangible assets                          -         (1,193,013)          (144,084)
                                            -----------------  ------------------  -----------------
Total costs and expenses                         (2,334,051)         (5,657,796)          (683,309)
                                            -----------------  ------------------  -----------------
Income (loss) from operations                    (1,652,278)           3,453,688            417,112
Interest income                                        3,747                 578                 70
Loan interest income                                       -                  52                  6
Investment income                                          -             224,640             27,130
Other income, net                                      7,230               2,367                286
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before income taxes,
    minority interests and equity
in                                               (1,641,301)           3,681,325            444,604
    earnings of an associated company
Income taxes                                               -         (1,132,390)          (136,762)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before minority interests
  and equity in earnings of an associated
  company                                        (1,641,301)           2,548,935            307,842
Minority interests                                 (149,264)         (2,873,530)          (347,045)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before equity in earnings of
    an associated company                        (1,790,565)           (324,595)           (39,203)
Equity in earnings of an associated
    Company                                                -              63,661              7,688
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Net income (loss)                                (1,790,565)           (260,934)           (31,515)
                                            =================  ==================  =================
                                            =================  ==================  =================

Net income (loss) per common share -
    basic and diluted                                 (0.03)             (0.003)           (0.0004)
                                            =================  ==================  =================
                                            =================  ==================  =================

Weighted average number of common shares
  outstanding - basic and diluted                 56,594,628          84,989,247         84,989,247
                                            =================  ==================  =================
</TABLE>

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

                                       4
<PAGE>


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

                                                          Nine Months Ended March 31,
                                                  2004                         2005
                                                  RMB                 RMB                US$
<S>                                           <C>                  <C>                  <C>

Net revenues, including RMB70,356,410
    (US$8,497,151) sold to related
    companies for the nine months
    ended March 31, 2005                          12,034,785          80,334,117          9,702,188
Cost of revenues                                 (9,544,349)        (54,768,618)        (6,614,567)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Gross profit                                       2,490,436          25,565,499          3,087,621
                                            -----------------  ------------------  -----------------
Costs and expenses:
Selling, general and administrative
  expenses                                       (7,423,024)        (10,090,803)        (1,218,694)
Amortization of intangible assets                          -         (2,982,533)          (360,209)
                                            -----------------  ------------------  -----------------
Total costs and expenses                         (7,423,024)        (13,073,336)        (1,578,903)
                                            -----------------  ------------------  -----------------
Income (loss) from operations                    (4,932,588)          12,492,163          1,508,718
Interest income                                       13,939               3,768                454
Loan interest income                                       -                  52                  6
Investment income                                          -             224,640             27,129
Other income, net                                     28,496              34,822              4,205
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before income taxes,
    minority interests and equity in
    earnings of an associated company            (4,890,153)          12,755,445          1,540,512
Income taxes                                               -         (3,470,560)          (419,150)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before minority interests
  and equity in earnings of an associated
  company                                        (4,890,153)           9,284,885          1,121,362
Minority interests                                 (410,376)         (9,468,415)        (1,143,528)
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Income (loss) before equity in earnings
of                                               (5,300,529)           (183,530)           (22,166)
    an associated company
Equity in earnings of an associated
    company                                                -           2,104,012            254,108
                                            -----------------  ------------------  -----------------
                                            -----------------  ------------------  -----------------
Net income (loss)                                (5,300,529)           1,920,482            231,942
                                            =================  ==================  =================
                                            =================  ==================  =================

Net income (loss) per common share -
    basic and diluted                                 (0.10)                0.02              0.003
                                            =================  ==================  =================
                                            =================  ==================  =================

Weighted average number of common shares
  outstanding - basic and diluted                 54,335,387          79,273,850         79,273,850
                                            =================  ==================  =================
</TABLE>

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


                                       5
<PAGE>



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

                                                                                Nine Months Ended March 31,
                                                                       2004                         2005
                                                                        RMB                RMB                 US$
<S>                                                                   <C>                 <C>                  <C>

Cash flows from operating activities:
Net income (loss)                                                      (5,300,529)           1,920,482             231,942
Adjustments to reconcile net income (loss) to net cash used in
     operating activities:
     Common stock reserved and to be issued in exchange for
        Services                                                         1,389,384              72,451               8,750
     Amortization of intangible assets                                           -           2,982,533             360,209
     Amortization of computer software held for sale                       465,750                   -                   -
     Equity in earnings of an associated company                                 -         (2,104,012)           (254,108)
     Loss on disposal of fixed assets                                            -              56,259               6,795
     Depreciation                                                          297,966             168,457              20,345
     Minority interests                                                    410,376           9,468,413           1,143,528
  Net assets held for sale                                               (837,281)                   -                   -
     (Increase) decrease in operating assets -
     Accounts receivable                                               (2,041,905)        (67,168,376)         (8,112,123)
     Inventories                                                           335,965           (514,267)            (62,109)
     Deposits, prepayments and other receivables                       (1,629,951)           1,249,436             150,898
     Increase (decrease) in operating liabilities -
     Accounts payable                                                      511,833          35,239,557           4,255,985
     Accrued liabilities and other payables                              (192,304)           4,574,966             552,532
     Customer deposits                                                     140,250             335,127              40,474
     Deferred revenue                                                       26,748              86,323              10,425
     Business taxes and government surcharges payable                      103,120           7,409,157             894,827
                                                                 ------------------ ------------------- -------------------
                                                                 ------------------ ------------------- -------------------
Net cash used in operating activities                                  (6,320,578)         (6,223,494)           (751,630)
                                                                 ------------------ ------------------- -------------------
                                                                 ------------------ ------------------- -------------------

Cash flows from investing activities:
  Short term loan financing provided                                   (1,300,000)                   -                   -
  Settlement of loan financing                                           1,300,000                   -                   -
  Purchase of property and equipment                                     (163,398)            (86,648)            (10,465)
    Cash acquired for investment in associated companies                         -         (4,649,998)           (561,594)
    Cash acquired from investment in subsidiary                                  -           5,037,294             608,369
  Increase in amount due from related companies                                  -           4,750,000             573,672
  Transfer of net assets held for sale                                     837,281                   -                   -
                                                                 ------------------ ------------------- -------------------
Net cash provided by (used in) investing activities                      (673,883)           5,050,648             609,982
                                                                 ------------------ ------------------- -------------------

Cash flows from financing activities:
   Advances from (repayment to) a director                               (134,016)              89,970              10,866
   Net proceeds from issuance of common stock                            7,882,581                   -                   -
                                                                 ------------------ ------------------- -------------------
Net cash provided by (used in) financing activities                      7,748,565              89,970              10,866
                                                                 ------------------ ------------------- -------------------
                                                                 ------------------ ------------------- -------------------

Cash and cash equivalents:
Net increase (decrease)                                                  2,101,870         (1,082,876)           (130,782)
Balance at beginning of period                                             652,453           1,544,822             186,573
                                                                 ------------------ ------------------- -------------------
                                                                 ------------------ ------------------- -------------------
Balance at end of period                                                 2,754,323             461,946              55,791
                                                                 ================== =================== ===================
                                                                 ================== =================== ===================

Supplemental cash flow information:
     Cash paid for interest                                                      -                   -                   -
     Cash paid for income taxes                                             16,657               2,012                 243
Non-cash investing and financing activities:
   Receivable from issuance of common stock                              1,808,352                   -                   -
      Issuance of reserved common stock                                          -               1,656                 200
      Issuance of common stock for service                                       -              72,451               8,750
      Transfer of net assets held for sale                                 837,281                   -                   -
       Acquisition of an associated company                                      -           4,499,998             543,478
     Acquisition of subsidiaries:
     Non-cash assets acquired                                                    -          10,677,622           1,289,568
     Liabilities assumed                                                         -             280,772              33,910
     Issuance of common stock                                                    -          34,444,800           4,160,000
</TABLE>


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


                                       6
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
           THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2004 AND 2005


1.       ORGANIZATION AND BASIS OF PRESENTATION

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

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

The  condensed  consolidated  financial  statements  are  unaudited,  but in the
opinion of management  of the Company,  contain all  adjustments,  which include
normal recurring adjustments, necessary to present fairly the financial position
at March 31,  2005,  the  results of  operations  for the three  months and nine
months  ended  March 31,  2005 and 2004,  and the cash flows for the nine months
ended March 31, 2005 and 2004.  The balance sheet as of June 30, 2004 is derived
from the Company's audited financial statements included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2004.

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

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

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

                                       7

<PAGE>

2.       NET INCOME (LOSS) PER COMMON SHARE

Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share",
requires  presentation  of basic  earnings per share  ("Basic  EPS") and diluted
earnings per share ("Diluted EPS").  Basic earnings (loss) per share is computed
by dividing  earnings  (loss)  available to common  stockholders by the weighted
average  number of common  shares  outstanding  (including  shares  reserved for
issuance)  during the period.  Diluted  earnings  per share gives  effect to all
dilutive  potential common shares outstanding during the period. The Company did
not have any potentially dilutive securities outstanding during the three months
and nine months  ended March 31, 2004 and 2005.  Accordingly,  basic and diluted
earnings per share are the same for all periods presented.

3.       FOREIGN CURRENCY TRANSLATION

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

Transactions in currencies  other than functional  currencies  during the period
are translated into the respective functional currencies at the applicable rates
of exchange  prevailing  at the time of the  transactions.  Monetary  assets and
liabilities  denominated  in currencies  other than  functional  currencies  are
translated into the respective  functional currencies at the applicable rates of
exchange in effect at the  balance  sheet  date.  Exchange  gains and losses are
included in the  statement  of  operations.  Exchange  gains and losses were not
significant for the three months and nine months ended March 31, 2004 and 2005.

The  Rmb is not  readily  convertible  into  US$ or  other  foreign  currencies.
Translation  of amounts from Rmb into US$ is for the  convenience of readers and
has been made at the noon  buying rate in New York City for cable  transfers  in
foreign currencies as certified for customs purposes by the Federal Reserve Bank
of New York on March 31, 2005 of US$1.00 = Rmb8.28.  No  representation  is made
that the Rmb amounts  could have been, or could be,  converted  into US$ at that
rate or at any other rate.

4.       STOCK-BASED COMPENSATION

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

                                       8
<PAGE>

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

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

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

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

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

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

The Company did not have any stock options  outstanding  during the period ended
March 31,  2004 and 2005.  Accordingly,  no pro forma  financial  disclosure  is
provided herein.


                                       9
<PAGE>

5.       RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

                                       10
<PAGE>


6.       CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

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

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

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

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

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

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

                                       11
<PAGE>

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

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

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

7.       INCOME TAXES

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

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

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

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

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

                                       12
<PAGE>

For the three months and nine months ended March 31, 2005,  Shenzhen Golden Anke
Technology  Ltd.  generated  approximately  83%  of the  Company's  consolidated
taxable  income.  Since the losses from one subsidiary  cannot be offset against
the income from another  subsidiary  in  determining  the  provision  for income
taxes,  the  Company's  provision for income taxes for the three months and nine
months ended March 31, 2005 reflected an effective rate of approximately 23% and
26%,  respectively.  The Company  did not have any taxable  income for the three
months or nine months ended March 31, 2004.

8.       CONCENTRATION

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

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

During the three months and nine months  ended March 31,  2005,  the Company had
sales to  subsidiaries  of Jiuding  Group of  RMB21,279,487  (US$2,569,986)  and
RMB70,356,410  (US$8,497,151),  representing 83% and 87%,  respectively,  of net
revenues for such periods.

At March 31,  2005,  accounts  receivable  from  subsidiaries  of Jiuding  Group
aggregated  RMB69,302,329  (US$8,369,846) or 98% of total accounts receivable at
such date.

9.       HAINAN CONCORD FINANCIAL PRODUCTS DEVELOPMENT CO. LTD.

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

                                       13
<PAGE>

Pursuant to the Stock Exchange Agreement, IMOT Technology and the Company agreed
to issue a total of  5,000,000  shares of the  Company's  common stock having an
agreed-upon  value of  US$920,000  in exchange  for the capital  stock in Hainan
Development.  The value of the Company's  common stock was agreed by the parties
to be $0.184 per share,  which was 85% of the average  closing  price for the 10
day trading  period from  November  16, 2004  through  November  30,  2004.  The
consideration for the transaction was agreed to after arm's-length  negotiations
between the parties, which are unrelated to each other. On January 12, 2005, the
Company issued 5,000,000 shares of the Company's common stock to certain parties
designated  by the  Hainan  Development  stockholders.  The shares  were  issued
pursuant  to Rule 144 of the  Securities  Act of  1933.  All  such  shares  will
constitute   restricted  securities  as  defined  by  Rule  144  and  will  bear
appropriate legends restrictions transferability.

10.      SHENZHEN INTERNATIONAL HI-TECH EXCHANGE

On December 8, 2004, IMOT Technology entered into an agreement to acquire 15% of
the issued and outstanding  shares of Shenzhen  International  Hi-Tech  Exchange
("Shenzhen Exchange Centre") from Shenzhen Merchants Technology  Investment Co.,
Ltd. On February 25, 2005,  IMOT  Technology  received all necessary  government
approvals  required to complete its  acquisition of the 15% interest in Shenzhen
Exchange Centre.  Pursuant to the Share Transfer Agreement signed on December 8,
2004 among IMOT Technology,  the Registrant,  Shenzhen  Merchant  Technology and
Snow Hill,  the purchase price paid was Rmb  4,500,000,  which is  approximately
US$543,478.   The  purchase  price  was  paid  with  2,470,355   shares  of  the
Registrant's  common  stock.  The  value of the  Registrant's  common  stock was
determined to be $0.22 per share.  This  valuation was computed by averaging the
closing  price of the common  stock  during the period from  October 18, 2004 to
November 18, 2004. The  consideration  for the  transaction  was agreed to after
negotiation by the purchasing and selling parties,  none of whom is related. The
shares were issued  pursuant to Rule 144 of the Securities Act of 1933. All such
shares will  constitute  restricted  securities  as defined by Rule 144 and will
bear appropriate legends restrictions transferability.

In the Share Transfer Agreement,  IMOT Technology has agreed to return a portion
or all of the interest it purchased  if,  within the two years period  following
approval  of the Share  Transfer  Agreement  by the  government  of China,  IMOT
Technology  fails to  introduce  foreign  investors  to  Shenzhen  International
Hi-Tech  Exchange who  collectively  engage in at least $500 million in exchange
business with Shenzhen International Hi-Tech Exchange.

Shenzhen  International  Hi-Tech  Exchange is located in Shenzhen,  China and is
authorized by the government of China to engage in the business of  transferring
property rights and corporate equity interests in China.



                                       14
<PAGE>



11.      SEGMENT INFORMATION

The Company adopted SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related  Information",  in respect of its  operating  segments.  The Company
currently  operates in four principle  business  segments,  which are E-Commerce
solutions,  Digital security  imaging system,  Consultancy fee, and Photographic
business.  E-Commerce  Solutions  comprises  revenue from  web-site  development
contracts and maintenance contracts. Digital security imaging system consists of
sales of surveillance system and maintenance, consultancy fee comprises services
rendered for  provision  of  information  on property  exchange  right,  and the
Photographic Business consists of sales of photographic equipment.

Each segment is managed  separately  because each  business  requires  different
technology and marketing strategies.  The Company evaluates performance based on
operating earnings of the respective  business units. The accounting policies of
the  segments  are the same as those  described  in the  summary of  significant
accounting  policies.  The  corporate  assets  include  primarily  cash and cash
equivalents  and  deposits  and other  receivables.  There  were no  significant
intercompany  transactions  during any of the reported  periods.  In determining
operating income (loss) by reportable  segment,  general corporate  expenses and
other income and expense items of a non-operating nature are not considered,  as
such items are not allocated to the Company's segments. Management believes that
the  following  table  presents the useful  information  to the chief  operation
decision makers for measuring  business  performance and financing needs etc. As
all of the company's  customers are located in PRC, and the company revenues are
generated in PRC, no  geographical  Segment  information  is presented.  Segment
information for the nine months period ended March 31, 2005 is as follows:


 (a)    Net revenues:
<TABLE>



                                                Nine Months Ended March 31, 2005
                                           -------------------------------------------
                                                           Rmb                    US$
<S>                                              <C>                       <C>


       E-commerce solutions                          1,320,669                159,501
       Consultancy fee                                   3,750                    453
       Photographic business                         6,966,564                841,372
       Digital security imaging system              72,043,134              8,700,862
                                              -----------------    -------------------
                                              -----------------    -------------------
                                                    80,334,117              9,702,188
                                              =================    ===================
                                              =================    ===================

</TABLE>

                                       15
<PAGE>


 (b)    Net loss:
<TABLE>

                                           Nine Months Ended March 31, 2005
                                           ----------------------------------------------
                                                         Rmb                     US$
<S>                                             <C>                          <C>


       E-commerce solutions                           (120,583)               (14,563)
       Consultancy fee                                 168,712                 20,376
       Photographic business                           341,216                 41,210
       Digital security imaging system               7,198,550                869,390
       Corporate expenses                           (5,644,053)              (681,649)
                                              -------------------     -------------------
                                              -------------------     -------------------
                                                     1,943,842                234,764
                                              ===================     ===================
</TABLE>

   (c)    Assets:
<TABLE>

                                                         As at March 31, 2005
                                              -------------------------------------------
                                                          Rmb                     US$
<S>                                               <C>                       <C>


         E-commerce solutions                         542,690                  65,542
         Digital security imaging system           93,026,245              11,235,054
         Photographic business                      7,431,278                 897,498
         Consultancy fee                            8,551,033               1,032,733
         Corporate expenses                        29,848,720               3,604,918
                                              --------------------    -------------------
                                              --------------------    -------------------

                                                  139,399,966              16,835,745
                                              ====================    ===================
</TABLE>

     Substantially all of the Company's  identifiable  assets are located in the
     PRC.

   (d)    Other items:

                                           Nine Months Ended March 31, 2005
                                           -------------------------------------
                                                     Rmb                  US$
         Depreciation:
             E-commerce solutions                150,832              18,216
             Photographic business                 2,528                 305
             Consultancy fee                       3,516                 425
             Corporate assets                     11,580               1,398
                                            -------------    -------------------

                                                 168,456              20,344
                                            =============    ===================
                                            =============    ===================

         Expenditures for fixed assets:
             E-commerce solutions                 57,164               6,904
             Corporate assets                     29,484               3,561
                                            -------------    -------------------

                                                  86,648              10,465
                                            =============    ===================
                                            =============    ===================


                                       16
<PAGE>

12.      SHANGHAI FORTUNE VENTURE LTD.

     On April 12, 2004, the Company  completed the acquisition of a 25% interest
     in Shanghai  Fortune  Venture  Ltd.  ("SFVL"),  a company  incorporated  in
     Shanghai, PRC.

     The total purchase price of Rmb20,472,000 consisted of Rmb19,872,000 in the
     form of 10,000,000  shares of the Company's  common stock and Rmb600,000 of
     cash  consideration.  The value of the common stock issued was based on the
     market value of the common stock at the completion  date.  The  acquisition
     agreement  contains a provision  that for the five years  subsequent to the
     completion of this transaction, the profit to be distributed to the Company
     shall not be less than  US$420,000  per annum.  If SFVL cannot achieve this
     target in the first year,  the Company will be entitled to demand that SFVL
     to return a portion of 10,000,000 shares to the Company.

      The Company's investment in SFVL at March 31, 2005 was as follows:
<TABLE>

                                                                                     Rmb                 US$
      <S>                                                                  <C>                       <C>


     Cash consideration paid                                                     600,000              72,464
     10,000,000 shares of the Company's common stock valued at $0.24 per
         share                                                                19,872,000           2,400,000
                                                                           --------------      ----------------
                                                                           --------------      ----------------

     Total consideration paid                                                 20,472,000           2,472,464

     25% of net income of SFVL for the period from April 13, 2004 to March
         31, 2005                                                              3,278,320             395,932
                                                                           --------------      ----------------
                                                                           --------------      ----------------

     Total                                                                    23,750,320           2,868,396
                                                                           ==============      ================
                                                                           ==============      ================

</TABLE>


     Since December 6, 2002, SFVL has been an official  registered member of the
     Shanghai  Technology  Exchange  (the  "STE")  and was  entitled  to conduct
     exchange  business  with  the  STE.  The STE was the  major  entity  in the
     Shanghai Equity Exchange Market. SFVL had the exclusive right to manage and
     operate the North  Shanghai  Branch (the "NSB") of the STE. The NSB had the
     right to conduct  the same  exchange  business  as STE and share 80% of the
     profits with the STE.

     SFVL was also a founder and major  participant  in the Yangtze  River Delta
     Equity Exchange  Market Place (the "YRDE").  The YRDE included more than 14
     major exchanges in Shanghai and the surrounding  cities and was the largest
     equity exchange market place in China.

     However,  in December 2003,  the STE and another  exchange were merged into
     the Shanghai United Assets and Equity Exchange (the "SUAEE").  The SUAEE is
     a non-profit government-sponsored organization.

     As a result of the merger of the STE,  although SFVL  continues to maintain
     its  membership,  it is  currently  unclear  how the NSB and the YRDE  will
     conduct business going forward, and how SFVL will participate in the equity
     exchange markets,  as a result of the pending issuance of final regulations
     by the local PRC government.

                                       17
<PAGE>


         Summarized financial information for SFVL is presented below.

                  Shanghai Fortune Venture Ltd. and Subsidiary
                           Consolidated Balance Sheet
<TABLE>


                                                              March 31, 2005
                                                    ------------------------------------
                                                              Rmb                   US$
<S>                                                  <C>                    <C>

       Assets

       Current assets                                  22,315,673             2,695,130
       Equipment, net                                      87,235                10,536
       Intangible assets, net                             155,000                18,720
       Investments                                      1,249,690               150,929
                                                    --------------        --------------
                                                    --------------        --------------

       Total assets                                    23,807,600             2,875,315
                                                    ==============        ==============
                                                    ==============        ==============

       Liabilities and Stockholders' Equity

       Current liabilities                                 54,369                 6,567
       Minority interest                                1,577,013               190,460
       Stockholders' equity                            22,176,218               678,288
                                                    --------------        --------------
                                                    --------------        --------------

       Total liabilities and stockholders' equity      23,807,600             2,875,315
                                                    ==============        ==============
                                                    ==============        ==============
</TABLE>


                  Shanghai Fortune Venture Ltd. and Subsidiary
                      Consolidated Statement of Operations

                                        Period From July 1, 2004 to March
                                                    31, 2005
                                       ------------------------------------
                                       ------------------ -----------------
                                                     Rmb               US$

       Net revenues                           33,450,244         4,039,885

       Cost of sales                        (25,920,434)       (3,130,487)
       Operating costs and expenses          (1,123,394)         (135,676)
       Other income                            2,959,891           357,474
       Minority interest                       (950,261)         (114,766)
                                          --------------- -----------------
                                          --------------- -----------------

       Net income                              8,416,046         1,016,430
                                          =============== =================
                                          =============== =================



     Shanghai  Fortune  Venture Ltd.'s  operating  subsidiary is exempt from PRC
     enterprise  income  taxes  through  December 31, 2004 due to a one year tax
     holiday.  Beginning  January  1,  2005,  Shanghai  Fortune  Venture  Ltd.'s
     operating subsidiary income tax rate will be 33%.

13.      PENDING TRANSACTIONS

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

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

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

Overview

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

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

                                       18
<PAGE>

Risks Associated with Doing Business in China

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

     Many laws and  regulations  dealing  with  economic  matters in general and
     foreign investment in particular have been enacted in the PRC. However, the
     PRC still does not have a comprehensive  system of laws, and enforcement of
     existing  laws may be  uncertain  and  sporadic.  Our  primary  sources  of
     revenues  and cash flows are derived from our  business  operations  in the
     PRC. The PRC economy has, for many years, been a centrally-planned economy,
     operating  on the basis of  annual,  five-year  and  ten-year  state  plans
     adopted by central PRC  governmental  authorities,  which set out  national
     production and  development  targets.  The PRC government has been pursuing
     economic  reforms  since it first adopted its  "open-door"  policy in 1978.
     There is no  assurance  that the PRC  government  will  continue  to pursue
     economic  reforms or that there will not be any  significant  change in its
     economic or other policies,  particularly in the event of any change in the
     political  leadership of, or the political,  economic or social  conditions
     in,  the PRC.  There is also no  assurance  that  the  Company  will not be
     adversely  affected  by any such  change in  governmental  policies  or any
     unfavorable  change in the political,  economic or social  conditions,  the
     laws or regulations, or the rate or method of taxation in the PRC.

                                       19
<PAGE>

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

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

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

                                       20
<PAGE>


Certain Factors Affecting Future Operating Results

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

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

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

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

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

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

o   continued economic growth in China;

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

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

o   rescheduling or cancellation of orders by customers;

o   competitive pressures on selling prices;

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

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

o   availability and cost of computer technicians;

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

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

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

                                       21
<PAGE>

o   fluctuations in exchange rates; and

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

Critical Accounting Policies

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

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

Revenue Recognition

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

Accounts Receivable

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

Long-Lived Assets and Goodwill

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

                                       22
<PAGE>

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

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

Income Taxes

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

Results of Operations - Three Months Ended March 31, 2005 and 2004

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

Net Revenues

Net revenues for the three  months ended March 31, 2005  consisted  primarily of
the sales of digital security imaging systems and photographic  equipment by the
Company's subsidiaries, Shenzhen Golden Anke and Shanghai Newray. The balance of
the Company's  revenues was derived from other  subsidiary,  China E.com,  which
provides e-commerce  solutions,  and Hainan Development,  which provide services
rendered for provision of information on property right  exchange.  Net revenues
for the three  months ended March 31, 2004  consisted  primarily of the sales of
photographic equipment, e-commerce solutions and management fee income. The term
"e-commerce solutions" includes web-site design and development and web-hosting.

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

                                       23
<PAGE>

<TABLE>

                                          Net Revenues                      Percent of Net Revenues
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                  Three Months Ended March 31,          Three Months Ended December 31,
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                     2004                2005               2004                2005
                                      US$                 US$
<S>                              <C>                 <C>                 <C>                 <C>

E-commerce solutions                   67,712            54,423              13.0%                1.8%
Sales of computer software                797                 -               0.2%                  0%
Sales of photographic
  equipment                           424,516           439,015              81.8%               14.2%
Sales of digital security
  imaging system                            -         2,588,656                  -               84.0%
Consultancy fee                             -               453                  -                   -
Management fee income                  25,846                 -               5.0%                   -
                              ----------------  ----------------  -----------------   -----------------
                              ----------------  ----------------  -----------------   -----------------
Total                                 518,871         3,082,547             100.0%              100.0%
                              ================  ================  =================   =================
</TABLE>

Total net revenues  increased  by 494% to $3,083K  during the three months ended
March 31,  2005,  as compared to $519K  during the three  months ended March 31,
2004. The increase in total net revenues was primarily  attributable to sales of
digital security imaging systems made through the Company's subsidiary, Shenzhen
Golden Anke, which the Company  acquired in August 2004.  Revenues from sales of
photographic  equipment  made  by the  Company's  subsidiary,  Shanghai  Newray,
increased by $14K or 3% during the three  months ended March 31, 2005,  to $439K
as compared  to $424K  earned  during the three  months  ended  March 31,  2004.
Approximately  90% of the revenues  earned by Shanghai  Newray  during the three
months ended March 31, 2005 were earned from the sales and  installation  of LCD
monitors.  Revenues  attributable to e-commerce  solutions  decreased by $13K or
20%, to $54K during the three months  ended March 31, 2005,  as compared to $68K
earned  during the three months  ended March 31,  2004.  The decline in revenues
relating to the Company's  e-commerce solutions business resulted primarily from
the diversion of management's  attention from this business to the businesses of
the Company's more recently  acquired  subsidiaries,  which management  believes
have the potential to be more profitable.

Approximately 84% of the Company's net revenues for the three months ended March
31, 2005 aggregating  $2,589K were attributable to the sales of digital security
imaging  systems made through  Shenzhen  Golden Anke.  The  purchasers  of these
systems are the  subsidiaries of Jiuding Group,  which sell the systems to third
parties.  The major  shareholders of Jiuding Group are also the 49% shareholders
of Shenzhen Golden Anke.

Prior to the  acquisition  of Shenzhen  Golden Anke,  the Company's  subsidiary,
Shanghai Newray, a seller of photographic equipment, accounted for approximately
82% of the Company's revenues.

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

                                       24
<PAGE>

Cost of Revenues

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

                                  Cost of Revenues                    Percent of Net Revenues
                           -----------------------------------  -------------------------------------
                           -----------------------------------  -------------------------------------
                            Three Months Ended March 31,            Three Months Ended March 31,
                           -----------------------------------  -------------------------------------
                           -----------------------------------  -------------------------------------
                               2004                2005               2004                2005
                                US$                 US$
<S>                          <C>               <C>                  <C>                <C>

Engineering/technician
  salaries                      27,229            18,740               5.2%                0.6%
Cost of computer software          736         (150,000)               0.1%               -4.9%
Cost of photographic
  equipment                    381,724           388,395              73.6%               12.6%
Cost of digital security
  imaging system                     -         1,710,138                  -               55.5%
Depreciation                       974             1,233               0.2%                0.1%
Other                           25,868            13,620               5.0%                0.4%
                           ------------  ----------------  -----------------   -----------------
                           ------------  ----------------  -----------------   -----------------
Total                          436,531         1,982,126              84.1%               64.3%
                           ============  ================  =================   =================
</TABLE>

Cost of revenues  increased  by 354% to $1,982K or 64.3% of net revenues for the
three months ended March 31, 2005, as compared to $437K or 84.1% of net revenues
for the three months ended March 31, 2004.

The principal components of cost of revenues during the three months ended March
31, 2005 were engineer and technician salaries,  costs of photographic equipment
and digital  security  imaging  systems  hardware,  other costs  associated with
engineering and technical staff support,  goods returned to KanHan  Technologies
Ltd. and  depreciation  of equipment  utilized in connection  with the Company's
operations.

The  increase in costs of  revenues in 2005 as compared to 2004 was  principally
attributable to the increase in sales of the Company's  digital security imaging
systems.  The decrease in costs of revenues as a percentage  of revenues in 2005
as compared to 2004  resulted  from the higher  gross  profit  margins  that are
attributable to sales of the Company's digital security imaging systems.

The  $(150K)  cost  of  computer  software  is due to  the  cancellation  of the
agreement with KanHan  Technologies  Limited entered in 2002.  Since no sales of
any of those  software  has been  made,  both  companies  agreed to  cancel  the
agreement on March 31, 2005 and the computer  software are returned and the cost
of those computer software are reversed.

Selling, General and Administrative Expense

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

                                       25
<PAGE>

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

                                          SG&A Expense                       Percent of Net Revenue
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                  Three Months Ended March 31,            Three Months Ended March 31,
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                     2004                2005               2004                2005
                                      US$                 US$
<S>                              <C>                 <C>                 <C>                   <C>

Sales and marketing salaries
  and commissions                    23,641            17,697               4.6%                0.6%
Advertising and other sales
  and marketing expenses             30,439            18,393               5.9%                0.6%
Rentals                              18,021            15,583               3.5%                0.5%
Administrative salaries              26,498            36,407               5.1%                1.2%
Corporate overhead                  183,291           451,143              35.3%               14.6%
                              --------------  ----------------  -----------------   -----------------
Total                               281,890           539,223              54.4%               17.5%
                              ==============  ================  =================   =================
</TABLE>

For the three months ended March 31, 2005, SG&A expense  increased 91% to $539K,
as compared to $282K for the three months ended March 31, 2004.

The  increase  in SG&A  expense  in 2005 as  compared  to 2004  was  principally
attributable to an increase in corporate  overhead,  which included  expenses of
approximately  $275K  incurred  in  conjunction  with audit fees  incurred  with
respect to the June 30,  2004 audit and  preparation  of the June 30,  2004 Form
10-KSB Annual Report,  the acquisition of a 25% interest in Shanghai Fortune and
a 51% interest in Shenzhen  Golden Anke,  and the review and  preparation of the
September 30, 2004 and December 31, 2004 Form 10-QSB Quarterly Reports. The $10K
increase in administrative  salaries was mainly attributable to salary increases
to employees and  management.  During the three months ended March 31, 2005, the
Company reduced its sales team as a result of  management's  reassessment of the
manpower required to generate sales and service to the Company's customers.

Income Taxes

Income taxes for the three  months ended March 31, 2005 were $137K.  The Company
did not have any income taxes for the three months ended March 31, 2004.

Other Items

Minority interests reflect the minority shareholders' proportionate interests in
the net income (loss) of Intermost Focus Advertising,  Shanghai Newray, Shenzhen
Golden Anke and Hainan  Development.  Minority  interests  were  $(344K) for the
three months ended March 31, 2005,  as compared to minority  interests of $(18K)
for the three months ended March 31, 2004.

                                       26
<PAGE>

Equity in earnings of an  associated  company was $7K for the three months ended
March 31, 2005,  representing the Company's  proportionate share of the earnings
of  Shanghai  Fortune.  The  Company  did not have any equity in  earnings of an
associated company for the three months ended March 31, 2004.

Net Income (Loss)

As a result of the  aforementioned  factors,  the  Company  had net loss of $29K
during the three months ended March 31, 2005, as compared to a net loss of $216K
during the three months ended March 31, 2004.

Results of Operations - Six Months Ended March 31, 2005 and 2004

Net Revenues

Net revenues for the nine months ended March 31, 2005 consisted primarily of the
sales of digital  security  imaging  systems and  photographic  equipment by the
Company's subsidiaries, Shenzhen Golden Anke and Shanghai Newray. The balance of
the Company's revenues was derived from another subsidiary,  China.E.com,  which
provides e-commerce  solutions,  and Hainan Development,  which provide services
rendered for provision of information on property right  exchange.  Net revenues
for the nine months  ended March 31, 2004  consisted  primarily  of the sales of
photographic equipment,  e-commerce solutions, computer software sales, and fees
from the subsidy  provided to us by KanHan  Technologies  Ltd. for the Company's
services in introducing its software.  The term "e-commerce  solutions" includes
web-site design and development and web-hosting.

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

                                         Net Revenues                       Percent of Net Revenues
                             -------------------------------------    -------------------------------------
                             -------------------------------------    -------------------------------------
                                 Nine Months Ended March 31,              Nine Months Ended March 31,
                             -------------------------------------    -------------------------------------
                             -------------------------------------    -------------------------------------
                                   2004                 2005                2004                2005
                                    US$                 US$
<S>                           <C>                <C>                  <C>                  <C>

E-commerce solutions               250,829            159,501                17.3%                1.6%
Sales of computer software           5,755                  -                 0.4%                  -%
Sales of photographic
  equipment                      1,093,511            841,372                75.2%                8.7%
Sales of digital security
  imaging system                         -          8,700,862                    -               89.7%
Consultancy fee                          -                453                    -                   -
                             ---------------------------------    -------------------------------------
Management fee income              103,382          9,702,188                100.0%              100.0%
                             ==============    ===============    =================    ================
</TABLE>

                                       27
<PAGE>

Total net  revenues  increased  by 568% to $9,702K  during the nine months ended
March 31,  2005,  as compared to $1,453K  during the nine months ended March 31,
2004.  The  increase  in total net  revenues  was  attributable  to the sales of
digital security imaging systems made through the Company's subsidiary, Shenzhen
Golden Anke, which the Company acquired in August 2004.  Revenues from the sales
of photographic  equipment made by the Company's  subsidiary,  Shanghai  Newray,
decreased  by $252K or 23% during the nine months ended March 31, 2005 to $841K,
as compared to $1,094K during the nine months ended March 31, 2004. This decline
in revenues  resulted from a shift in the Company's  business  emphasis from the
sale  of  photographic  equipment  to the  production  and  installation  of LCD
monitors in the Shanghai  railway  system.  Revenues  attributable to e-commerce
solutions  decreased by $91K or 36%, to $159K during the nine months ended March
31, 2005, as compared to $251K during the nine months ended March 31, 2004.  The
decline in revenues  relating to the  Company's  e-commerce  solutions  business
resulted  primarily  from the  diversion  of  management's  attention  from this
business to the businesses of the Company's more recently acquired subsidiaries,
which management believes have the potential to be more profitable.

Approximately  90% of the  Company's  net revenues  during the nine months ended
March  31,  2005  aggregating  $8,701K  were  attributable  to sales of  digital
security  imaging  systems made through  Shenzhen Golden Anke. The purchasers of
these systems were the subsidiaries of Jiuding Group,  which sell the systems to
third parties. The major shareholders of Jiuding Group are also the 49% minority
shareholders of Shenzhen Golden Anke.

Prior to the  acquisition  of Shenzhen  Golden Anke,  the Company's  subsidiary,
Shanghai Newray, a seller of photographic equipment, accounted for approximately
75% of the Company's revenues.  During the nine months ended March 31, 2005, the
Shanghai railway system provided approximately 9% of Shanghai Newray's revenues.

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

Cost of Revenues

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

                                        Cost of Revenues                    Percent of Net Revenues
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                   Nine Months Ended March 31,            Nine Months Ended March 31,
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                     2004                2005               2004                2005
                                      US$                 US$
<S>                              <C>                 <C>                <C>                <C>

Engineering/technician
  salaries                            79,362            55,766               5.5%                0.6%
Cost of computer software              5,352         (150,000)               0.4%               -1.5%
Cost of photographic
  equipment                          980,713           747,986              67.5%                7.7%
Cost of digital security
  imaging system                           -         5,915,314                  -               61.0%
Depreciation                           2,683             3,699               0.2%                   -
Other                                 84,589            41,802               5.8%                0.4%
                             ----------------  ----------------  -----------------   -----------------
                             ----------------  ----------------  -----------------   -----------------
Total                              1,152,699         6,614,567              79.4%               68.2%
                             ================  ================  =================   =================
</TABLE>

                                       28
<PAGE>

Cost of revenues  increased  by 474% to $6,615K or 68.2% of net revenues for the
nine  months  ended  March 31,  2005,  as  compared  to  $1,153K or 79.4% of net
revenues during the nine month period ended March 31, 2004.

The principal  components of cost of revenues during the nine months ended March
31, 2005 were engineer and technician salaries,  costs of photographic equipment
and digital  security  imaging  systems  hardware,  other costs  associated with
engineering and technical staff support,  goods returned to KanHan  Technologies
Ltd. and  depreciation  of equipment  utilized in connection  with the Company's
operations.

The increase in costs of revenues,  in total and as a percentage of revenues, in
2005 as compared to 2004 was  principally  attributable  to the  increase in the
Company's revenues.

Selling, General and Administrative Expense

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

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

                                          SG&A Expense                       Percent of Net Revenue
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                   Nine Months Ended March 31,            Nine Months Ended March 31,
                              --------------------------------------  -------------------------------------
                              --------------------------------------  -------------------------------------
                                     2004                2005               2004                2005
                                      US$                 US$
<S>                                <C>                <C>                 <C>                 <C>

Sales and marketing salaries
  and commissions                     101,775            58,359               7.0%                0.6%
Advertising and other sales
  and marketing expenses               91,896            78,570               6.3%                0.8%
Rentals                                58,741            46,601               4.0%                0.5%
Administrative salaries                79,232           108,088               5.5%                1.1%
Corporate overhead                    564,856           927,078              38.9%                9.6%
                              ----------------  ----------------  -----------------   -----------------
Total                                 896,500         1,218,696              61.7%               12.6%
                              ================  ================  =================   =================
</TABLE>

For the nine months  ended  March 31,  2005,  SG&A  expense  increased  35.9% to
$1,219K, as compared to $897K for the nine months ended March 31, 2004.

                                       29
<PAGE>

The  increase  in SG&A  expense  in 2005 as  compared  to 2004  was  principally
attributable to $45K in expenses  incurred in conjunction with investor relation
activities and an increase in corporate  overhead,  which included audit fees of
$429K,  consultancy fees of $138K,  professional fees of $141K, expenses of $27K
related  to  overseas  travel,  and  costs  associated  with a  decrease  in the
Company's sales and marketing staff and marketing expenses.

Income Taxes

Income  taxes for the nine months  ended March 31, 2005 were $419K.  The Company
did not have any income taxes for the nine months ended March 31, 2004.

Other Items

Minority interests reflect the minority shareholders' proportionate interests in
the net income (loss) of Intermost Focus Advertising,  Shanghai Newray, Shenzhen
Golden Anke and Hainan  Development.  Minority  interests were $(1,141K) for the
nine months  ended March 31, 2005,  as compared to minority  interests of $(50K)
for the nine months ended March 31, 2004.

Equity in earnings of an associated  company was $254K for the nine months ended
March 31, 2005,  representing the Company's  proportionate share of the earnings
of  Shanghai  Fortune.  The  Company  did not have any equity in  earnings of an
associated company for the nine months ended March 31, 2004.

Net Income (Loss)

As a result of the aforementioned  factors,  the Company had net income of $235K
during the nine months ended March 31, 2005,  as compared to a net loss of $640K
during the nine months ended March 31, 2004.

Liquidity and Capital Resources -March 31, 2005

At March 31, 2005, the Company had cash and cash equivalents of $56K and working
capital of $3,284K,  as compared to $187K of cash and cash equivalents and $409K
of working capital at June 30, 2004.

Net cash used in operating  activities was $752K for the nine months ended March
31, 2005, as compared to net cash used in operating  activities of $763K for the
nine  months  ended  March  31,  2004.  Net cash  used in  operating  activities
decreased in 2005 as compared to 2004 as a result of paying  liabilities,  which
increased due to our expanded  operations.  Our use of cash was partially offset
by non-cash  charges,  including the use of our common stock (or the reservation
of common  stock to be used) in  exchange  for  services  in the  amount of $9K,
depreciation expense in the amount of $20K and amortization of intangible assets
in the amount of $360K.

Net cash  provided by investing  activities  was $610K for the nine months ended
March 31, 2005,  consisting of $57K of funds resulting from the acquisition of a
51%  interest  in  Shenzhen  Golden  Anke,  $551K for the  acquisition  of a 80%
interest  in  Hainan  Development,  offset in part by $10K for the  purchase  of
property and equipment and of $562K for  acquisition of 15% interest in Shenzhen
International  Hi-Tech.  Net cash used in investing  activities was $20K for the
nine months  ended March 31, 2004 for the  purchase of property  and  equipment,
offset in part by $837K for net asset held for sale.

                                       30
<PAGE>

Net cash provided by financing activities was $11K, for advance from a director,
for the nine months ended March 31, 2005. During the nine months ended March 31,
2004, net cash provided by financing  activities was $936K,  consisting of $952K
in net proceeds from the issuance of common stock and an advance from a director
of $16K.

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

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

Principal Commitments

At March 31,  2005,  the  Company  does not have any  material  commitments  for
operating leases or capital expenditures, or have any transactions,  obligations
or relationships that could be considered off-balance sheet arrangements.

The Company has no long-term debt at March 31, 2005.

Off-Balance Sheet Arrangements

The Company does not have any  transactions,  obligations or relationships  that
could be considered off-balance sheet arrangements at March 31, 2005.

Pending Transactions

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

                                       31
<PAGE>

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

Recent Accounting Pronouncements

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

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

                                       32
<PAGE>

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

ITEM 3.  CONTROLS AND PROCECURES

We strive to maintain  disclosure  controls and procedures  that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial  officer,  as  appropriate,  to allow for timely  decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognizes that any controls and procedures,  no matter
how well  designated  and  operated,  can provide only  reasonable  assurance of
achieving the desired control objectives and management  necessarily is required
to apply its judgment in evaluating the  cost-benefit  relationship  of possible
controls. Our independent  accountants,  Thomas Leger & Co. LLP conducted audits
of our financial  statements  for 2002,  2003 and 2004.  In connection  with the
issuance of its report of the independent  registered  public  accounting  firm,
Thomas  Leger  & Co.  LLP  reported  to our  Board  of  Directors  two  material
weaknesses  under  standards   established  by  the  Public  Company  Accounting
Oversight Board regarding some elements of our system of internal controls. They
noted the following material deficiencies:


(i)  The Company lacked  certain  procedures  and required  expertise  needed to
     properly  account for  non-rountine  transactions  (such as acquisitions of
     other  businesses)  and  preparation  of its required  financial  statement
     disclosure in accordance with U.S. G.A.A.P. and SEC rules and regulations.

(ii) The Company has restated its consolidated financial statements for the year
     ended   December   31,  2002  to  reflect   merger  costs  of  $867,411  as
     post-acquisition  activity.  This  restatement  adjustment  is considered a
     material weakness over financial reporting as defined by the PCAOB.

We have conducted a review of the errors requiring restatement, including a
separate review by our board of directors to determine what remedial measures
were necessary. We believe our management has taken or is in the process of
taking the steps necessary to correct the errors and avoid similar errors in the
future.

As  required  by SEC rule  13a-15(b)  we  conducted  an  evaluation,  under  the
supervision and with the  participation  of our management,  including our Chief
Executive Officer and Chief Financial  Officer,  the effectiveness of the design
and  operation  of our  disclosure  controls  and  procedures.  Based  upon that
evaluation,  the Chief Executive Officer, Chief Financial Officer concluded that
our disclosure  controls and procedures are  effectively in timely alerting them
to material information relating to us (including our subsidiaries)  required to
be included in our periodic SEC filings.

Other than the foregoing initatives, there were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect such internal controls subsequent to the date of their evaluation.

While we have taken or are in the process of taking the foregoing steps in order
to address the  adequacy of our  disclosure  controls  and  procedures,  and, in
addition,  to develop  and  implement  a formal  set of  internal  controls  and
procedures  for financial  reporting in accordance  with SEC's proposed rules to
adopt the internal  control report  requirements  included in Section 404 of the
Sarbanes-Oxley  Act of 2002, the effiency of the steps we have taken to date and
the steps we are still in the  process of  completing  is  subject to  continued
management  review  supported  by  confirmation  and  testing  by  our  external
auditors.  As a result, it is likely that additional changes will be made to our
internal controls.

                                       33
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

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

     On May 2, 2005,  we  authorized  the  issuance of 723,878  shares of common
stock to  Richardson & Patel for  settlement of the legal and  professional  fee
payable to them as at March 31,  2005.  The stock was issued in  reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933. There was no general solicitation or advertising engaged in by the Company
in making this  offering and the offerees  and the parties  they  designated  to
receive the stock were accredited investors.

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

                                       34
<PAGE>


Item 6.  Exhibits

     2.1   Articles of Merger of IMOT Corporation (Utah Parent) into Intermost
           Corporation (Wyoming Subsidiary).(1)
     3.1   Articles of Incorporation of Intermost Corporation.(1)
     3.2   Bylaws of Intermost Corporation.(1)
     10.1  Stock Exchange Agreement between IMOT Information Technology
           (Shenzhen) Ltd. and Shenzhen Merchant
           Technology Investment Co., Ltd. And Snow Hill Developments Limited
           dated December 8, 2004 (2)
     31    Certification of Chief Executive Officer and Chief Financial Officer
           pursuant
           to Rule 13a-14(a) and 15d-14(a) (3)
     32    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section
           906 of the Sarbanes-Oxley Act of 2002. (3)
 (1) Incorporated by reference from the registrant's Form 10-QSB for the quarter
     ended March 31, 2003 filed with the Securities and Exchange
     Commission on May 15, 2003.
 (2) Incorporated by reference from the registrant's Current Report on Form 8-K
     filed on January 12, 2005.
 (3) Filed herewith.

                                       35
<PAGE>

                                   SIGNATURES

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

                                         INTERMOST CORPORATION
                                         (Registrant)


Date:  May 20, 2005                       By:  /s/ANDY LIN
                                                Andy Lin
                                           President, Chief Executive Officer
                                           and Chief Financial Officer



                                       36
<PAGE>

                                INDEX TO EXHIBITS

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

2        Articles of Merger of IMOT Corporation (Utah parent) into Intermost
         Corporation (Wyoming subsidiary) (1)
3(i)     Articles of Incorporation of Intermost Corporation (1)
3(ii)    Bylaws of Intermost Corporation (1)
10.1     Stock Exchange Agreement between IMOT Information Technology
         (Shenzhen) Ltd. and Shenzhen Merchant Technology Investment Co., Ltd.
         And Snow Hill Developments Limited dated December 8, 2004 (2)
31       Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
32       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         (3)

(1)  Incorporated  by  reference  from the  Company's  Quarterly  Report on Form
     10-QSB for the  quarterly  period ended March 31,  2003,  as filed with the
     Securities and Exchange Commission on May 15, 2003.

(2)  Incorporated  by reference  from the Company's  Current  Report on Form 8-K
     dated January 6, 2005, as filed with the Securities and Exchange Commission
     on January 12, 2005.

(3)  Filed herewith.


                                       37
<PAGE>


                                  CERTIFICATION

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

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Intermost
     Corporation (the "Company") for the three months ended March 31, 2005;

2.   Based on my knowledge, this 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
     report;

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

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the Company and I have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to me
          by others  within those  entities,  particularly  during the period in
          which this report is being prepared;

     (b)  Evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this  report my  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the Company's  internal control
          over  financial  reporting  that occurred  during the  Company's  most
          recent fiscal quarter that has materially  affected,  or is reasonably
          likely to  materially  affect,  the  Company's  internal  control over
          financial reporting; and

5.   I have disclosed,  based on my most recent  evaluation of internal  control
     over financial reporting, to the Company's auditors and the audit committee
     of the Company's  board of directors (or persons  performing the equivalent
     functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls over financial reporting.

Date:  May 20, 2005                            /s/ ANDY LIN
                                               -----------------------------
                                               Andy Lin
                                               Chief Executive Officer
                                               and Chief Financial Officer



                                       38
<PAGE>

                                                      Exhibit 32

                                  CERTIFICATION
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002,  and in  connection  with the  filing by  Intermost
Corporation  (the "Company") with the Securities and Exchange  Commission of its
Quarterly  Report on Form 10-QSB for the three  months ended March 31, 2005 (the
"Report"),  the  undersigned,  Andy  Lin,  Chief  Executive  Officer  and  Chief
Financial Officer of the Company,  does hereby certify,  that to the best of his
knowledge:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.


Date:  May 20, 2005                     /s/ ANDY LIN
                                        ------------------------------
                                        Andy Lin
                                        Chief Executive Officer
                                        and Chief Financial Officer