UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2004
                                       OR
                        [_] TRANSITION REPORT PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 0-30430


           Wyoming                                               87-0418721
(State or other jurisdiction of                              (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The registrant has 66,392,406
shares of common stock issued and outstanding as of April 26, 2004.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]


<PAGE>


INTERMOST CORPORATION

                                      INDEX

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

         Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets -- June
            30, 2003  and March 31, 2004(Unaudited)........................    1

         Consolidated Condensed Statements of Operations (Unaudited) --
            For the three months ended March 31, 2003 and 2004.............    2

         Consolidated Condensed Statements of Operations (Unaudited) -
            For the nine months ended March 31, 2003 and 2004..............    3

         Consolidated Condensed Statements of Cash Flows (Unaudited) --
            For the nine months ended March 31, 2003 and 2004..............    4

         Notes to Consolidated Condensed Financial Statements..............    5

         Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................    6

         Item 3.  Controls and Procedures..................................   18

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings.........................................   19

         Item 2. Changes in Securities.....................................   19

         Item 3. Defaults Upon Senior Securities...........................   19

         Item 4. Submission of Matters to a Vote of
                  Security Holders.........................................   19

         Item 5. Other Information.........................................   20


         Item 6.  Exhibits and Reports on Form 8-K.........................   20

SIGNATURES        .........................................................   21

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              June 30, 2003            March 31, 2004
                                                                                        (unaudited)
                                                                   RMB              RMB               US$
                                                                ----------       ----------        ---------
                                     ASSETS
<S>                                                             <C>              <C>               <C>
Current Assets
     Cash and cash equivalents                                     652,453        2,754,323          332,648
     Accounts receivable                                         1,392,119        3,434,024          414,731
     Inventories                                                   367,522           31,557            3,811
     Deposits, prepayments and
     other receivables, net of                                   1,314,834        2,944,785          355,650
     allowance for doubtful accounts
     of Rmb197,950
     Net assets held for sale                                           --          837,281          101,121

                  Total Current Assets                           3,726,928       10,001,970        1,207,967
                                                                ----------       ----------        ---------

                                                                        --          384,207           46,402

   Property and equipment, net                                   1,356,056        1,221,488          147,523
    Goodwill, at cost                                            4,568,552        4,568,552          551,757
    Computer software held for sale                                879,750          414,000           50,000

                          Total Assets                          10,531,286       15,368,729        1,856,127
                                                                ----------       ----------        ---------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
     Accruals and other payables                                 2,246,653        2,054,349          248,110
     Accounts payables                                           2,958,920        3,470,753          419,173
     Deferred revenue                                              286,000          312,748           37,771
     Deposits from customers                                       472,664          612,914           74,023
     Business tax and government                                    23,493          126,613           15,291
surcharges payable
     Due to a director                                             422,871          288,855           34,886
             Total current liabilities                           6,410,601        6,866,232          829,255
                                                                ----------       ----------        ---------

Minority interests                                                 412,556          822,932           99,388

Shareholders' equity
 Preferred stock, par value US$0.001:
   - Authorized-5,000,000 shares
   - None outstanding                                                   --               --               --
 Common stock, par value US$0.001:
    -Authorized-500,000,000 shares
   -Outstanding and fully paid-
        56,392,406 shares (6/30/03:                                382,954          466,963           56,396
46,246,066 shares)
 Reserved and to be issued -
      400,000 shares (6/30/03:                                      31,630            3,312              400
3,820,000 shares)

 Additional paid in capital                                     70,635,073       81,659,700        9,862,283

Less: subscription receivable                                           --       (1,808,352)        (218,400)
 Accumulated deficit                                           (67,310,632)     (72,611,162)      (8,769,464)
 Accumulated other
     comprehensive loss                                            (30,896)         (30,896)          (3,731)
            Total shareholders' equity                           3,708,129        7,679,565          927,484
         Total liabilities and
                  shareholders' equity                          10,531,286       15,368,729        1,856,127
                                                                ----------       ----------        ---------
</TABLE>

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


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                          ---------------------------------------------
                                              2003                     2004
                                          -----------      ----------------------------
<S>                                        <C>              <C>              <C>
                                               RMB              RMB               US$
Net revenues                                  356,994        4,296,247          518,870
Cost of revenues                             (156,973)      (3,614,474)        (436,531)
                                          -----------      -----------      -----------
Gross profit                                  200,021          681,773           82,339

Selling, general and administrative
   expenses                                (1,276,149)      (2,334,051)        (281,890)
Profit/(Loss) on disposal of property
    and equipment                                  54               --               --
                                          -----------      -----------      -----------
Loss from operations                       (1,076,074)      (1,652,278)        (199,551)
Interest income                                   442            3,747              453
Other net income                               49,569            7,230              873
                                          -----------      -----------      -----------

Loss before minority interests             (1,026,063)      (1,641,301)        (198,225)

Minority interests                                  3         (149,264)         (18,027)
                                          -----------      -----------      -----------
Net loss                                   (1,026,060)      (1,790,565)        (216,252)
                                          ===========      ===========      ===========
Net loss
  per common share - basic                      (0.03)           (0.03)          (0.004)
                                          ===========      ===========      ===========
Weighted average number of
   shares outstanding-basic                33,120,481       56,594,628       56,594,628
                                          ===========      ===========      ===========
</TABLE>

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


                                       2
<PAGE>


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

<TABLE>
<CAPTION>
                                                   Nine Months Ended March 31,
                                        -----------------------------------------------
                                            2003                      2004
                                        -----------      ------------------------------
                                            RMB              RMB               US$
<S>                                      <C>              <C>              <C>
Net revenues                              1,297,681       12,034,785        1,453,476
Cost of revenues                           (913,489)      (9,544,349)      (1,152,699)
                                        -----------      -----------      -----------
Gross profit                                384,192        2,490,436          300,777

Selling, general and administrative
   expenses                              (4,226,021)      (7,423,024)        (896,500)
Loss on disposal of property
    and equipment                           (51,784)              --               --
                                        -----------      -----------      -----------
Loss from operations                     (3,893,613)      (4,932,588)        (595,723)
Interest income                               1,744           13,939            1,683
Other net income                            155,237           28,496            3,442
                                        -----------      -----------      -----------

Loss before minority interests           (3,736,632)      (4,890,153)        (590,598)

Minority interests                              844         (410,376)         (49,562)
                                        -----------      -----------      -----------
Net loss                                 (3,735,788)      (5,300,529)        (640,160)
                                        ===========      ===========      ===========
Net loss
  per common share - basic                    (0.11)           (0.10)           (0.01)
                                        ===========      ===========      ===========
Weighted average number of
   shares outstanding-basic              33,120,481       54,335,387       54,335,387
                                        ===========      ===========      ===========
</TABLE>


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


                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                Nine Months Ended March 31,
                                                           2003                   2004
                                                        ----------      --------------------------
<S>                                                     <C>             <C>               <C>
                                                             RMB            RMB              US$
Cash flows from operating activities:
Net loss                                                (3,735,788)     (5,300,529)       (640,160)
Adjustments to reconcile net loss to net cash
used in operating activities:
     Common stock reserved and to be issued in
         Exchange for services                                  --       1,389,384         167,800
         Amortization of computer software held
         for sale                                               --         465,750          56,250
     Loss on disposal of property and equipment             51,784              --              --
     Provision for doubtful debt                           327,098
     Depreciation                                          401,540         297,966          35,986
     Minority interests                                       (844)        410,376          49,562
     Net assets held for sale                                  --        (837,281)       (101,121)
(Increase) decrease in operating assets -
     Inventories                                                --         335,965          40,575
     Accounts receivable, net                              641,857      (2,041,905)       (246,607)
    Computer software held for sale                     (1,242,000)             --              --
    Cost and estimated earnings in excess of
           billings on uncompleted contract                150,170              --              --
     Deposits, prepayments and
           other receivables                               559,824      (1,629,951)       (196,854)
Increase (decrease) in operating liabilities -
     Accruals and other payables                           843,917        (192,304)        (23,225)
   Accounts payables                                            --         511,833          61,816
     Deferred revenue                                     (184,371)         26,748           3,230
     Deposits from customers                               260,760         140,250          16,938
     Business tax and government surcharges payable        (13,110)        103,120          12,454
     Due to directors                                      235,026              --              --
                                                        ----------      ----------      ----------
Net cash used in operating activities                   (1,704,137)     (6,320,578)       (763,356)

Cash flows from investing activities:
Short term loan financing provided                              --      (1,300,000)       (157,005)
Settlement of loan financing                                    --       1,300,000         157,005
Purchase of property and equipment                         (11,600)       (163,398)        (19,734)
Proceeds on disposal of property and equipment                 100              --              --
Transfer of net asseets held for sale                           --         837,281         101,121
                                                        ----------      ----------      ----------

Net cash provided by (used in) investing activities        (11,500)        673,883         81,387
                                                        ----------      ----------      ----------

Cash flows from financing activities:
Advances from a director                                        --        (134,016)        (16,185)
Net proceeds from issuance of common stock                      --       7,882,581         952,003
Net proceeds from a custodian                            1,391,792              --              --
                                                        ----------      ----------      ----------

     Net cash provided by financing activities           1,391,792       7,748,565         935,818
                                                        ----------      ----------      ----------

Net increase/(decrease) in cash and cash
     equivalents                                          (323,845)      2,101,870         253,849
Cash and cash equivalents, beginning of period             443,607         652,453          78,799
                                                        ----------      ----------      ----------

Cash and cash equivalents, end of period                   119,762       2,754,323         332,648
                                                        ==========      ==========      ==========
Non-cash investing and financing activities:-
Receivable from issuance of common stock                        --       1,808,352         218,400
Transfer of net asseets held for sale                           --         837,281         101,121
                                                        ==========      ==========      ==========
</TABLE>

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


                                       4
<PAGE>


INTERMOST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.    UNAUDITED INTERIM FINANCIAL PRESENTATION

The unaudited interim consolidated financial statements are prepared pursuant to
the requirements for reporting on Form 10-QSB. These financial statements have
not been audited by independent accountants. The June 30, 2003 balance sheet
data was derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The unaudited
interim financial statements and notes thereto should be read in conjunction
with the financial statements and notes included in the Company's Form 10-KSB.
In the opinion of management, these interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of the
results for the interim periods presented. The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full year ending June 30, 2004.

2.    CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

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

3.    LOSS PER COMMON SHARE - BASIC

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

4.    STOCKHOLDERS' EQUITY

Changes in stockholders' equity during the nine month period include a net loss
for the period of Rmb5,300,529 ($640,160) and the issuance of shares. The
issuance of shares (increase in the amount of outstanding and fully paid shares)
during the nine month period includes the issuance of 200,000 shares in exchange
for services rendered to us, the issuance of 6,053,700 shares in conjunction
with a private placement, the issuance of 72,640 shares as payment for expenses
and the issuance of 3,820,000 shares that were reserved for issuance as of June
30, 2003. Except for the issuance of the 3,820,000 reserved shares, the amounts
received from the private placement and the fair value of the services received
over the par value of the shares issued, which is $0.001, have been included as
additional paid-in capital, with the amount of Rmb362,664 (or $43,800) and
Rmb9,974,803 (or $1,204,686) credited in respect of services received and the
net proceeds from the private placement, respectively, and the amount of
Rmb336,248 (or$40,610) debited in respect of issuance costs. In addition, during
the three months ended March 31, 2004, 200,000 shares were reserved for issuance
in conjunction with services to be received, with a corresponding amount of
Rmb495,144 (or $59,800) included in additional paid-in capital.


                                       5
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
unaudited interim consolidated financial statements and the notes thereto
included in Item 1 of this Quarterly Report on Form 10-QSB. Certain statements
in the discussion titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and information contained in this Form
10-QSB are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "believe," "anticipate,"
"expect," "intend," "plan," "will," "may," and other similar expressions
identify forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking statements.
These risks and uncertainties are more fully described in this section and in
the section titled "Certain Factors Affecting Future Operating Results" and
elsewhere in this Form 10-QSB. Our actual results could differ materially from
those anticipated in such forward-looking statements. We do not undertake any
obligation to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

OVERVIEW

      We believe that the People's Republic of China represents an exciting
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, we offer products and services to businesses and consumers
located primarily in China. Our plan is to take advantage of China's economic
growth to expand our existing businesses and, possibly, in the future, to sell
our products and services outside of China. We also have begun to acquire
diverse businesses that are not dependent on, or directly related to, each
other. We believe that diversification is a good hedge against the collapse of a
single industry, such as the global collapse of the technology industry that
occurred in 2000. We expect that any acquisitions we make will improve our
financial condition, although we cannot guarantee any such result.

Currently over half of our revenues are generated by our subsidiary, Shanghai
Newray Photographic Equipment Co., Ltd., ("Shanghai Newray") which sells digital
photographic equipment. The balance of our revenues are generated primarily by
our subsidiary, China E.com Information Technology Ltd., which distributes
licenses for Chinese language translation software and offers web design and
hosting services.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2004 AS COMPARED TO THE
QUARTER ENDED MARCH 31, 2003


                                       6
<PAGE>


NET REVENUES

      Net revenues earned during the quarter ended March 31, 2004 were derived
primarily from sales of photographic equipment made by our subsidiary, Shanghai
Newray. The balance of our revenues were derived from e-commerce solutions,
sales of computer software, and from the subsidy provided to us by KanHan
Technologies Ltd. for our services in introducing its software. Net revenues
earned during the quarter ended March 31, 2003 were derived principally from
e-commerce solutions and system sales and integration. The term "e-commerce
solutions" includes web site design and development and web hosting.

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

<TABLE>
<CAPTION>
                                               Net revenues                    Percent of Net revenues
                                      ----------------------------          ----------------------------
                                      Three Months Ended March 31,          Three Months Ended March 31,
                                      ----------------------------          ----------------------------
                                        2003                 2004             2003                2004
                                      -------              -------          -------             -------
<S>                                    <C>                 <C>                <C>                 <C>
                                         US$                 US$

E-commerce solutions                   41,896               67,712             97.2%               13.0%
System sales integration                1,219                   --              2.8%                 --%
Web advertisement                          --                   --               --%                 --%
Sales of computer software                 --                  797               --%                0.2%
Sales of photographic equipment            --              424,516               --%               81.8%
Management fee income                      --               25,845               --%                5.0%
                                      -------              -------          -------             -------
     Total                             43,115              518,870            100.0%              100.0%
                                      =======              =======          =======             =======
</TABLE>

Total net revenues increased by 1,103% to $519K(1) during the quarter ended
March 31, 2004, as compared to $43K during the quarter ended March 31, 2003.
While revenues attributable to e-commerce solutions increased by 62%, to $68K
during the quarter ended March 31, 2004, as compared to $42K earned during the
quarter ended March 31, 2003, the increase in total net revenues was primarily
attributable to sales of photographic equipment made through our subsidiary,
Shanghai Newray. The category designated as "management fee income" refers to
the subsidy provided to us in the past by KanHan Technologies Ltd., which
amounted to approximately $12K, per month. However, as of March 1, 2004 this
subsidy was discontinued because KanHan Technologies Ltd. created a subsidiary
to sell its products in Guangzhou.

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


                                       7
<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>
<CAPTION>
                                            Cost of Revenues                   Percent of Net Revenues
                                      ----------------------------          ----------------------------
                                      Three Months Ended March 31,          Three Months Ended March 31,
                                        2003                 2004            2003                2004
                                      -------              -------          -------             -------
<S>                                    <C>                 <C>                 <C>                 <C>
                                        US$                  US$

Engineering/technician
  Salaries                             11,719               27,229             27.2%                5.2%
Subcontract fees                           --                   --               --%                 --%
Cost of system sales
 and integration                          579                   --              1.3%                 --%
Cost of computer software                  --                  736               --%                0.1%
Cost of photographic equipment             --              381,724               --%               73.6%
Depreciation                              593                  974              1.4%                0.2%
Other                                   6,067               25,868             14.1%                5.0%
                                      -------              -------          -------             -------
     Total                             18,958              436,531             44.0%               84.1%
                                      =======              =======          =======             =======
</TABLE>

      Cost of revenues increased by 2,203%, to $437K, or 84% of net revenues
during the quarter ended March 31, 2004 from $19K, or 44% of net revenues during
the quarter ended March 31, 2003.

      The principal components of cost of revenues during the quarter ended
March 31, 2004 were engineer and technician salaries, costs of photographic
equipment, other costs associated with support of our engineering and technical
staff and depreciation of equipment utilized in connection with services.

      The increase in costs of revenues, in total and as a percentage of
revenues, as compared to the corresponding period in the last fiscal year, was
principally attributable to the increase in our sales as well as to an increase
in engineering and technical staffing. The increase in other costs was mainly
attributable to $19K in amortization costs related to the amortization of the
computer software that we purchased from KanHan Technologies Ltd.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

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

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

<TABLE>
<CAPTION>
                                                 SG&A                          Percent of Net Revenue
                                      ----------------------------          ----------------------------
                                      Three Months Ended March 31,          Three Months Ended March 31,
                                        2003                2004             2003                2004
                                      -------              -------          -------             -------
                                        US$                  US$
<S>                                   <C>                  <C>                <C>                  <C>
Sales and marketing salaries
 and commissions                       23,864               23,641             55.3%                4.6%

Advertising and other sales
 and marketing expenses                15,395               30,439             35.7%                5.9%
Rentals                                12,493               18,021             29.0%                3.5%
Administrative salaries                45,109               26,498            104.6%                5.1%
Corporate overhead                     57,263              183,291            132.8%               35.3%
                                      -------              -------          -------             -------
     Total                            154,124              281,890            357.4%               54.4%
                                      =======              =======          =======             =======
</TABLE>


                                       8
<PAGE>


      For the quarter ended March 31, 2004, SG&A increased 83% to $282K, in
comparison to $154K for the quarter ended March 31, 2003.

      During the quarter ended March 31, 2004, the increase in SG&A was
principally attributable to an increase in corporate overhead which included
expenses of approximately $75K incurred in conjunction with investor relations
activities, consultancy fees of $46K, professional fees of $9K, and expenses of
$4K related to overseas traveling. The increase in advertising and marketing
expenses of approximately $15K consisted of marketing expenses, entertainment,
telephone expenses and cross-province traveling expenses associated with the
increase of sales of our e-commerce solutions. Even though we experienced a
substantial increase in our business, salary expenses for the quarter ended
March 31, 2004 decreased slightly from the quarter ended March 31, 2003 due to
management's decision to reduce the employee census based on a reassessment of
the manpower required to generate sales and to service our customers.

Other Items

      Other Income, Net. Other income, net, totaled $1K during the quarter ended
March 31, 2004 as compared to other income of $6K received during the quarter
ended March 31, 2003. Other net income for the quarter ended March 31, 2004
consisted of $1K subsidy provided to us by the government of Shanghai. Other
income for the quarter ended March 31, 2003 consisted primarily of income we
received from the rental of office space located at 38/F Guomao Building.
Because we are in the process of selling this real estate, we derived no rental
income from it for the same period in 2004. In March 2004 we received a partial
payment of the purchase price in the amount of Rmb368K (or $44K) from the buyer.
We expect that the transfer of the property will be completed by the end of this
fiscal year.

      Minority Interest. Minority interests of $18K were reported during the
quarter ended March 31, 2004 as compared to $0.1K of minority interest reported
during the quarter ended March 31, 2003. Minority interest reflects the minority
shareholders' proportionate interests in the losses of Intermost Focus
Advertising and in the profits of Shanghai Newray.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2004 AS COMPARED
TO THE NINE MONTH PERIOD ENDED MARCH 31, 2003.

NET REVENUES

      Net revenues earned during the nine month period ended March 31, 2004 were
derived primarily from sales of photographic equipment made by our subsidiary,
Shanghai Newray. The remainder of our revenues were derived from e-commerce
solutions, sales of computer software, and from the subsidy provided to us by
KanHan Technologies Ltd. for our services in introducing its software. KanHan
Technologies Ltd. discontinued the payment of this subsidiary on March 1, 2004.
Net revenues earned during the nine month period ended March 31, 2003 were
derived principally from e-commerce solutions, system sales and integration and
web advertisement. The term "e-commerce solutions" includes web site design and
development and web hosting.

                                       9
<PAGE>


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

<TABLE>
<CAPTION>
                                       Net revenues                    Percent of Net revenues
                              ----------------------------          ----------------------------
                               Nine Months Ended March 31,           Nine Months Ended March 31,
                              ----------------------------          ----------------------------
                                 2003               2004               2003              2004
                              ---------          ---------          ---------         ---------
<S>                             <C>              <C>                    <C>               <C>
                                 US$                 US$

E-commerce solutions            119,789            250,829               76.4%             17.3%
System sales integration         36,719                 --               23.4%               --%
Web advertisement                   217                 --                0.2%               --%
Sales of computer software           --              5,755                 --%              0.4%
Sales of photographic
 equipment                           --          1,093,511                 --%             75.2%
Management fee income                --            103,381                 --%              7.1%
                              ---------          ---------          ---------         ---------
     Total                      156,725          1,453,476              100.0%            100.0%
                              =========          =========          =========         =========
</TABLE>

      Total net revenues increased by 827% to $1,453K during the nine month
period ended March 31, 2004, as compared to $157K during the nine month period
ended March 31, 2003. While revenues attributable to e-commerce solutions
increased by 109%, to $251K during the nine month period ended March 31, 2004,
as compared to $120K earned during the nine month period ended March 31, 2003,
the increase in total net revenues was also attributable to sales of the
licenses for computer software we purchased from KanHan Technologies Ltd., sales
of photographic equipment made through our subsidiary, Shanghai Newray, and the
subsidy provided to us by KanHan Technologies Ltd., which was discontinued on
March 1, 2004.

COST OF REVENUES

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

<TABLE>
<CAPTION>
                                             Cost of Revenues                 Percent of Net Revenues
                                      ----------------------------          ----------------------------
                                       Nine Months Ended March 31,           Nine Months Ended March 31,
                                        2003                2004              2003              2004
                                      ---------          ---------          ---------         ---------
<S>                                     <C>              <C>                     <C>               <C>
                                         US$                US$

Engineering/technician
 salaries                                39,962             79,362               25.5%              5.5%
Subcontract fees                            195                 --                0.2%               --%
Cost of system sales
 and integration                         41,705                 --               26.6%               --%
Cost of computer
 software                                    --              5,352                 --%              0.4%
Cost of photographic
 equipment                                   --            980,713                 --%             67.5%
Depreciation                              3,796              2,683                2.4%              0.2%
Other                                    24,667             84,589               15.7%              5.8%
                                      ---------          ---------          ---------         ---------
     Total                              110,325          1,152,699               70.4%             79.4%
                                      =========          =========          =========         =========
</TABLE>


                                       10
<PAGE>


      Cost of revenues increased by 945%, to $1,153K, or 79% of net revenues,
during the nine month period ended March 31, 2004 from $110K, or 70% of net
revenues, during the nine month period ended March 31, 2003.

      The principal components of cost of revenues during the nine month period
ended March 31, 2004 were engineer and technician salaries, costs of computer
software and photographic equipment, other costs associated with support of our
engineering and technical staff and depreciation of equipment utilized in
connection with services.

      The increase in costs of revenues, in total and as a percentage of
revenues, as compared to the corresponding period in the last fiscal year, was
principally attributable to the increase in our sales as well as to an increase
in engineering and technical staffing. The increase in other costs was mainly
attributable to $56K in amortization costs related to the amortization of the
computer software we purchased from KanHan Technologies Ltd.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

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

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

<TABLE>
<CAPTION>
                                                  SG&A                         Percent of Net Revenue
                                      ----------------------------          ----------------------------
                                       Nine Months Ended March 31,           Nine Months Ended March 31,
                                        2003                 2004            2003                2004
                                         US$                 US$
<S>                                   <C>                  <C>                <C>                  <C>
Sales and marketing salaries
  and commissions                      68,982              101,775             44.0%                7.0%

Advertising and other sales
 and marketing expenses                39,676               91,896             25.3%                6.3%
Rentals                                46,766               58,741             29.8%                4.0%
Administrative salaries               135,358               79,232             86.4%                5.5%
Corporate overhead                    219,607              564,856            140.1%               38.9%
                                      -------              -------          -------             -------
     Total                            510,389              896,500            325.6%               61.7%
                                      =======              =======          =======             =======
</TABLE>

      For the nine month period ended March 31, 2004, SG&A increased 76% to
$897K, in comparison to $510K for the nine month period ended March 31, 2003.

                                       11
<PAGE>


      During the nine month period ended March 31, 2004, the increase in SG&A
was principally attributable to an increase in corporate overhead which included
expenses of approximately $213K incurred in conjunction with investor relations
activities, consultancy fees of $138K, professional fees of $47K, and expenses
of $15K related to overseas traveling. The increase in advertising and marketing
expenses of approximately $52K were costs of marketing expenses, entertainment,
telephone expenses and cross-province traveling expenses associated with the
increase of sales of our e-commerce solutions. Even though we experienced a
substantial increase in our business, salary expenses for the nine month period
ended March 31, 2004 did not increase substantially due to management's cost
containment efforts. During the first six months of the 2004 fiscal year,
because of the rapid growth in the e-commerce solutions segment of our business,
we increased our sales team to approximately 30 persons as compared to
approximately 20 persons for the corresponding period in the last fiscal year.
However, during the quarter ended March 31, 2004, we gradually reduced our sales
team to approximately 23 persons as a result of management's reassessment of the
manpower required to generate sales and service our customers. We also recorded
a charge of $7K related to the conversion of funds derived from the proceeds of
the private offering of our common stock. For accounting purposes we used the
rate of 8.28 Rmb as the equivalent of a U.S. dollar. However, the bank rate
fluctuated and investors would receive higher or lower rates as funds were
deposited into the Company's account.

Other Items

      Loss on disposal of property and equipment. The loss recorded for the nine
month period ended March 31, 2003 related to the disposal of furniture and
computer equipment in conjunction with the relocation of our office. These
expenses did not re-occur during the nine month period ended March 31, 2004.

      Other Income, Net. Other income, net, totaled $3K during the nine month
period ended March 31, 2004 as compared to other income of $19K received during
the nine month period ended March 31, 2003. Other net income for the period
ended March 31, 2004 consisted of $2K in salary that was allocated, but not
paid, to employees due to a separation from service that occurred during the
period and from a $1K subsidy provided to us by the government of Shanghai.
Other income for the nine month period ended March 31, 2003 consisted primarily
of income we received from the rental of office space located at 38/F Guomao
Building. Because we are in the process of selling this real estate, we derived
no rental income from it for the same period in 2004. We expect that the
transfer of the property will be completed by the end of this fiscal year.

      Minority Interest. Minority interests of $50K were reported during the
nine month period ended March 31, 2004 as compared to $0.1K of minority interest
reported during the nine month period ended March 31, 2003. Minority interest
reflects the minority shareholders' proportionate interests in the losses of
Intermost Focus Advertising and in the profits of Shanghai Newray.

                                       12
<PAGE>


MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

      At March 31, 2004 we had cash and cash equivalents of $333K and working
capital of $278K as compared to $79K of cash and cash equivalents and $324K of
negative working capital at June 30, 2003.

      Net cash used in operating activities was $662K for the nine month period
ended March 31, 2004, while net cash used in operating activities was $206K for
the nine month period ended March 31, 2003. During the nine month period ended
March 31, 2004, cash was used to fund our net loss of $640K. Cash was also used
to pay liabilities, which increased due to our expanded operations. Our use of
cash was partially offset by non-cash charges, including depreciation expense in
the amount of $36K and amortization of computer software in the amount of $56K.

      Investing activities used $20K during the nine month period ended March
31, 2004. Funds used in investing activities were used to purchase equipment,
mainly for our e-commerce operations, and to support our operations. Investing
activities also included a short term loan in the amount of $157K made to an
unrelated third party during the quarter ended September 2003. The loan was
unsecured and interest free. The loan was fully repaid during the quarter ended
December 2003.

      Net cash provided by financing activities was $936K for the nine month
period ended March 31, 2004 as compared to $168K for the nine month period ended
March 31, 2003. Funds provided by financing activities consisted of $951,804 net
proceeds (gross proceeds of $1,210,740, net of issue expenses) received from a
private offering of 6,053,700 shares of our common stock.

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

      During the first six months of this fiscal year, we experienced an
increase in web design projects therefore we added additional staff to meet
project deadlines. However, we began decreasing staff again in January 2004,
which typically experiences an economic slowdown due primarily to the long New
Year's holiday.

      In order to enhance our reputation in the e-commerce market we have
implemented certain procedures that we anticipate will help us provide better
products to our customers, thereby generating referral business. Our
salespersons now also act as liaisons with our customers, assisting with the
preparation of schedules for the completion of projects, keeping our customers
apprised of the status of projects and working with our customers to better
provide our designers with input during the creation of the websites.

      We also determined that cost controls could improve the operational
results of Shanghai Newray, therefore we implemented procedures for inventory
control, including stock in/stock out records and proper documentation for
invoicing and receivable collection.

                                       13
<PAGE>


      We continue to evaluate various opportunities to attain profitability,
including the investment in, or acquisition of, other types of businesses.

      On October 3, 2003 our wholly-owned subsidiary, IMOT Information
Technology (Shenzhen) Ltd. ("IMOT Technology"), entered into an agreement for
the acquisition of 25% of the issued and outstanding shares of Shanghai Fortune
Venture Limited ("Shanghai Fortune") from certain shareholders of Shanghai
Fortune. The share transfer was approved by the government of Shanghai, China on
April 12, 2004. The consideration for this acquisition is Rmb600,000,
approximately $72,464, in cash plus 10 million shares of our common stock. The
value of the common stock, as included in a preliminary agreement between IMOT
Technology and the agent for the selling shareholders, was computed as $0.24 per
share, based upon the average closing price during the 10-day period from
September 22, 2003 to October 1, 2003. The shares were issued on April 14, 2004.

      Shanghai Fortune is a registered member of Shanghai Property Right
Exchange Centre ("Shanghai Exchange Centre"). Shanghai Exchange Centre has
granted Shanghai Fortune the right, and since March 2003 Shanghai Fortune has
been operating, the North Shanghai Branch of Shanghai Technology Property Right
Exchange Centre ("NSB"). NSB engages in the transfer of property rights,
intellectual property rights, and other services related to property right
transfers.

      On July 3, 2003 IMOT Technology entered into agreements (referred to in
this discussion as the "Stock Exchange Agreements"), subject to final approval
from the governments of Shenzhen and Hainan, China, to its proposed acquisition
of (i) 21% of the issued and outstanding shares, of Hainan Special Economic Zone
Property Rights Exchange Center ("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 Exchange Center (collectively, the "Exchange Stockholders") and (ii)
80% of the issued and outstanding shares of Hainan Concord Financial Products
Development Co., Ltd. ("Development") from Hainan Concord Investment Holding
Co., Ltd. and Guangzhou Ditai Communication Co., Ltd.(collectively, the
"Development Stockholders"). Development is an owner of 51% of the shares of
Hainan Yangpu Multifunctional Smart Card Sales and Management Co. Ltd.

      Pursuant to the Stock Exchange Agreements relating to Development and
Exchange Center, IMOT Technology will pay the Development and Exchange
Stockholders each 5,000,000 shares of the Company's restricted common stock,
having a value of Rmb8,980,000 (approximately $1,085,000).

      Because final government approval of this transaction was not received by
the date required by the Stock Exchange Agreements, the Stock Exchange
Agreements were resigned on December 16, 2003 to extend the date for receipt of
government approval.

      On January 2, 2004 IMOT Technology entered into an agreement for the
acquisition of 25% of the issued and outstanding shares of Zenith Technology
Ltd. ("Zenith") from Mr. Wei Xie, the major shareholder of Zenith. The agreement
is subject to final approval from 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 million (approximately $120,000) in cash and 300,000 shares of
our common stock. Prior to this acquisition, Mr. Xie owned a 70% interest in
Zenith.

                                       14
<PAGE>


      Zenith, which was established in 2001 and is located in Shenzhen, China,
is principally engaged in providing value-added banking services to its
subscribers. Its subscribers can pay bills (e.g. for water, electricity,
telephone, mobile phone, fixed penalty, etc.), make lottery purchases, receive
payment confirmations and engage in other financial, brokerage and banking
related services via their mobile phones.

      On January 8, 2004 IMOT Technology signed a Letter of Intent with Surety
Holdings Corp. (OTC BB: SHDC) ("Surety"). Pursuant to the Letter of Intent, IMOT
Technology will acquire 100% of the issued and outstanding stock of a
corporation wholly owned by Surety that is the owner of real property in Hawaii.
The consideration to be paid by IMOT Technology to Surety is 40 million shares
of our common stock.

      The proposed transaction is subject to the execution of a definitive
agreement by the parties and various other conditions, including a due diligence
review.

      On April 8, 2004 IMOT Technology entered into an agreement to acquire a
51% interest in Shenzhen Golden Anke Technology Co., Ltd. ("Golden Anke") from
certain Golden Anke shareholders. The agreement is subject to final approval
from the government of Shenzhen, China, the completion of a due diligence
investigation by the parties and approval by the board of directors of each
party. The purchase price of $3.24 million will be paid by issuing to the
selling shareholders a total of 12 million shares of our common stock, the
negotiated value of which was determined to be $0.27 per share. The value of
the common stock for this transaction was determined by computing the average
closing price of our common stock from January 20, 2004 to March 19, 2004, then
applying a 20% discount.

      Golden Anke is one of the leading digital security imaging system
providers in China, offering a variety of solutions on video surveillance,
digital image processing and compressing, Internet image transfer and imaging
security systems.

      We have been able to meet our cash requirements by using revenues earned
from sales of our products, by implementing a stringent cost savings program and
by using funds provided by the private offering of our common stock that took
place in the first quarter of the 2003 fiscal year. We have also conserved cash
by issuing common stock in exchange for services. Our web design projects, sales
of KanHan Technologies Ltd. software and sales of photographic equipment from
Shanghai Newray may provide revenue during the remainder of the fiscal year
sufficient to sustain our operations, however, there is no assurance that any
such revenues will be earned or, if revenues are earned, that they will be
sufficient to meet our cash flow needs. If our revenues are insufficient to
sustain our operations and we cannot borrow money or raise funds by selling our
securities, we may be required to severely curtail, or even cease, our
operations. We have no commitments for funding and we cannot assure you that
funding will be available to us on acceptable terms, or at all.

                                       15
<PAGE>


      Our goal for the future is to continue to control our overall expenditures
and to acquire profitable businesses using as much of our common stock as
possible. We believe that active trading of our common stock will be important
to the principals of target companies and future acquisitions may be dependent
on the active trading of our common stock. However, our common stock has not
been actively traded and, if our common stock continues to trade flatly, we may
not be able to make acquisitions.

CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

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

      o     our ability to successfully implement our current business plan;

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

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

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

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

      o     continued economic growth in China;

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

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

      o     rescheduling or cancellation of orders by customers;

      o     competitive pressures on selling prices;

      o     changes in product, service or customer mix;

                                       16
<PAGE>


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

      o     dependence upon our continued receipt of services by certain key
            employees;

      o     availability and cost of computer technicians;

      o     loss of any strategic relationships;

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

      o     new product and service introductions by our competitors;

      o     fluctuations in exchange rates, and

      o     general economic conditions.

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

      Revenues are recognized (i) with respect to services, at the time a
project (or a milestone thereof) is completed and accepted by the customer, and
(ii) with respect to products, at the time products are delivered to customers
and collectibility for such sales is reasonably assured. We have adopted Staff
Accounting Bulletin No.101, Revenue Recognition ("SAB 101") in our financial
statements. SAB 101 provides in part further interpretive guidance for public
companies on the recognition, presentation, and disclosure of revenues in
financial statements.

Accounts Receivable

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


                                       17
<PAGE>


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.

      We evaluate 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.

ITEM 3. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures. Regulations under
the Securities Exchange Act of 1934 require public companies to maintain
"disclosure controls and procedures," which are defined to mean a company's
controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. Our Chief
Executive Officer ("CEO") who is also our Chief Financial Officer ("CFO")
carried out an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on those
evaluations, as of the Evaluation Date, our CEO/CFO believes:

            (i) that our disclosure controls and procedures are designed to
      ensure that information required to be disclosed by us in the reports we
      file under the Securities Exchange Act of 1934 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 the CEO/CFO, as appropriate to allow timely
      decisions regarding required disclosure; and

            (ii) that our disclosure controls and procedures are effective.

      (b) Changes in Internal Controls. There were no significant changes in our
internal controls or, to our knowledge, in other factors that could
significantly affect our internal controls subsequent to the evaluation date.


                                       18
<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      Not applicable.

Item 2. Changes in Securities.

      During the three month period ended March 31, 2004, we issued the
securities discussed below.

     On March 31, 2004, we authorized  the issuance of 400,000  shares of common
stock to  Standford  Capital  International  Limited  for  investment  relations
services  rendered to us having a value of $124,000.  Of the shares  authorized,
200,000 were authorized for services that were rendered during the quarter ended
December 31, 2003 and 200,000 were  authorized  for services  that were rendered
during the quarter  ended March 31, 2004. On December 31, 2003 the closing price
of our common  stock was $0.32 and on March 31,  2004 the  closing  price of our
common stock was $0.30.  The stock was issued in reliance on the exemption  from
registration provided by Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

      Not applicable.

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

      We held our annual shareholders' meeting on January 28, 2004. Of the
56,392,406 shares issued and outstanding on the record date, shareholders
holding 30,018,487 shares were represented in person or by proxy at the meeting.
The following three proposals were approved by our shareholders:

      Proposal No. 1. Election of the following individuals to the Board of
Directors:

      Director's Name                 Votes Cast For          Votes Cast Against

      Andy Lin                          30,018,487                     0
      Sai Keung (Hugo) Chan             30,018,487                     0
      Shim Yang                         30,018,487                     0
      Catalina Chan                     30,018,487                     0

      Proposal No. 2. Approval of An Amendment to the Articles of Incorporation
Increasing the Number of Shares of Common Stock to 500,000,000. Votes Cast For:
30,018,487 Votes Cast Against: 0

                                       19
<PAGE>


      Proposal No. 3. Approval of Adoption of the Intermost Corporation 2003
Equity Incentive Plan. Votes Cast For: 30,018,487 Votes Cast Against: 0

Item 5. Other Information.

      Not applicable

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            2     Articles of Merger of IMOT Corporation (Utah Parent) into
                  Intermost Corporation (Wyoming Subsidiary).(1)

            3(i)  Articles of Incorporation of Intermost Corporation.(1)

            3(ii) Bylaws of Intermost Corporation.(1)

            10.1  Employment Agreement dated March 12, 2004 between Andy Lin and
                  Intermost Corporation(2)

            31.   Certification of Chief Executive Officer Pursuant to Rule
                  13a-14(a) and 15d- 14(a).(2)

            32.   Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

            (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 onMay 15, 2003.

            (2) Incorporated by reference from the registrant's Form 8-K filed
with the Securities and Exchange Commission on March 25, 2004.

Reports on Form 8-K

      On March 8, 2004 we filed a Form 8-K reporting that we retained Grobstein
Horwath & Co. LLP as our auditors.

      On March 25, 2004 we filed a Form 8-K reporting that we had entered into
an Employment Agreement with Andy Lin, our Chief Executive Officer.

                                       20
<PAGE>


                                   SIGNATURES

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

                                      INTERMOST CORPORATION



                                      By: /s/ Andy Lin
                                          --------------------------------------
                                              ANDY LIN,
                                              PRESIDENT, CHIEF EXECUTIVE OFFICER
                                              AND CHIEF FINANCIAL OFFICER

Dated:   May 17, 2004


                                       21