SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       OR

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

                       For the transition period from to .


                           Commission File No. 0-30430

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

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

     27th Floor, 600 Renmin Rd (South), Tower C, TianAn International Plaza
                             Shenzhen, China 518005
     -----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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


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

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

         As of April 30, 2002,  13,120,481  shares of Common Stock of the issuer
were outstanding.
<PAGE>


                              INTERMOST CORPORATION

                                      INDEX


                                                                         Page
                                                                        Number
                                                                       ---------

PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets -- March
            31, 2002 and June 30, 2001.....................................    1

         Consolidated Condensed Statements of Operations --
            For the three months ended March 31, 2002 and 2001.............    2

         Consolidated Condensed Statements of Operations --
            For the nine months ended March 31, 2002 and 2001..............    3

         Consolidated Condensed Statements of Cash Flows --
            For the nine months ended March 31, 2002 and 2001..............    4

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

         Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................    7

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K.........................   11

SIGNATURES        .........................................................   12


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>


                                                                                              March 31, 2002
                                                              June 30, 2001                    (Unaudited)
                                                           -----------------       --------------------------------
ASSETS                                                             RMB                    RMB                  US$
<S>                                                       <C>                      <C>                   <C>

Current assets:
Cash and cash equivalents                                     4,126,138             2,180,866             263,390
Accounts receivable, net                                        459,279               313,794              37,898
Costs and estimated earnings in excess of billings on
    uncompleted contracts                                       353,210               668,530              80,740
Deposits, prepayments and other receivables, net              1,786,050             2,074,098             250,495
Inventories                                                      15,818                     -                   -
Due from related companies, net                                  72,345                72,345               8,737
                                                         --------------       ----------------     ----------------

     Total current assets                                     6,812,840             5,309,633             641,260

Investment in an associated company                           1,153,093             1,153,093             139,262
Property and equipment, net                                   5,480,166             3,545,948             428,255
                                                         --------------       ----------------     ----------------

     Total assets                                            13,446,099            10,008,674           1,208,777
                                                         ==============       ================     ================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accruals and other payables                                   1,868,961             1,598,281             193,029
Deposits on liquidation of investment in associated
    company                                                   1,000,000             1,075,200             129,855
Deferred revenue                                                412,103               454,650              54,910
Deferred rent                                                   362,638                     -                   -
Deposits from customers                                          61,400                     -                   -
Business tax payable                                             88,744                 9,564               1,155
Due to directors                                              1,955,680             2,236,738             270,138
                                                         --------------       ----------------     ----------------

     Total current liabilities                                5,749,526             5,374,433             649,087
                                                         --------------       ----------------     ----------------

Minority interests                                               87,630                79,427               9,593

Stockholders' equity:
Preferred stock, US$0.001 par value
    - 5,000,000 shares authorized; none outstanding                   -                     -                   -
Common stock, US$0.001 par value
    - 100,000,000 shares authorized; 13,120,481 shares
      outstanding and fully paid                                108,679               108,679              13,125
    - 20,000,000 shares reserved and to be issued as of
      March 31, 2002                                                  -               165,600              20,000
Additional paid in capital                                   58,955,419            62,101,819           7,500,219
Less: Subscription receivable                                         -            (1,712,304)           (206,800)
                                                         --------------       ----------------     ----------------

                                                             59,064,098            60,663,794           7,326,544

Accumulated deficit                                         (51,424,259)          (56,078,089)         (6,772,716)
Cumulative translation adjustments                              (30,896)              (30,891)             (3,731)
                                                         --------------       ----------------     ----------------

     Total stockholders' equity                               7,608,943             4,554,814             550,097
                                                         --------------       ----------------     ----------------

     Total liabilities and stockholders' equity              13,446,099            10,008,674           1,208,777
                                                         ==============       ================     ================

</TABLE>

The accompany notes are an integral part of these condensed financial statements
                                       1
<PAGE>



                     Intermost Corporation And Subsidiaries
           Consolidated Condensed Statements of Operations (Unaudited)
<TABLE>


                                                                          Three months ended March 31,
                                                          --------------------------------------------------------------
                                                                      2001                        2002
                                                          -----------------       --------------------------------------
                                                                       RMB                     RMB                  US$
<S>                                                       <C>                       <C>                      <C>


Net sales                                                           897,947               937,009               113,165
Cost of services                                                   (972,112)             (383,752)              (46,347)
                                                          -----------------       -----------------      ---------------

Gross (loss) profit                                                 (74,165)              553,257                66,818

Selling, general and administrative expenses                     (2,551,202)           (1,386,177)             (167,413)
                                                          -----------------       -----------------      ---------------

     Loss from operations                                        (2,625,367)             (832,920)             (100,595)

Loss on abandonment and disposal of property and
    equipment                                                             -                (8,053)                 (973)
Share of profit of an associated company                             12,195                     -                     -
Other (loss) income, net                                           (194,480)               22,258                 2,688
Provision for bad debts                                          (5,139,026)                    -                     -
Unusual items                                                    (5,322,168)                    -                     -
                                                          -----------------       -----------------      ---------------

     Loss before minority interests                             (13,268,846)             (818,715)              (98,880)

Minority interests                                                      193                 3,427                   414
                                                          -----------------       -----------------      ---------------

     Net loss                                                   (13,268,653)             (815,288)              (98,466)
                                                          =================       =================      ===============
                                                          =================       =================      ===============


     Net loss per common share - Basic                              (1.09)                  (0.06)               (0.01)
                                                          =================       =================      ===============

     Weighted average number of shares outstanding               12,126,706             13,120,481           13,120,481
                                                          =================       =================      ===============
</TABLE>
The accompany notes are an integral part of these condensed financial statements
                                       2
<PAGE>

<TABLE>
                                                                  Nine months ended March 31,
                                                    -----------------------------------------------------------
                                                             2001                        2002
                                                    --------------       --------------------------------------
                                                              RMB                     RMB                  US$
<S>                                                 <C>                   <C>                    <C>


Net sales                                                5,529,994             4,244,011               512,562
Cost of services                                        (5,160,293)           (2,692,143)             (325,138)
                                                    --------------       -----------------      ---------------

Gross profit                                               369,701             1,551,868               187,424

Selling, general and administrative expenses           (11,320,062)           (5,611,403)             (677,706)
                                                    --------------       -----------------      ---------------

     Loss from operations                              (10,950,361)           (4,059,535)             (490,282)

Loss on abandonment and disposal of property and
    equipment                                                    -            (1,099,979)             (132,848)
Share of loss of an associated company                  (1,970,128)                    -                     -
Other (loss) income, net                                   (51,948)              497,481                60,082
Provision for bad debts                                 (5,139,026)                    -                     -
Unusual items                                           (5,322,168)                    -                     -
                                                    --------------       -----------------      ---------------

     Loss before minority interests                    (23,433,631)           (4,662,033)             (563,048)

Minority interests                                         410,923                 8,203                   991
                                                    --------------       -----------------      ---------------

     Net loss                                          (23,022,708)           (4,653,830)             (562,057)
                                                    ==============       =================      ===============
                                                    ==============       =================      ===============


     Net loss per common share - Basic                     (2.03)                  (0.35)               (0.04)
                                                    ==============       =================      ===============

     Weighted average number of shares outstanding      11,360,173             13,120,481           13,120,481
                                                    ==============       =================      ===============

</TABLE>

The accompany notes are an integral part of these condensed financial statements
                                       3
<PAGE>

                     Intermost Corporation and Subsidiaries
           Consolidated Condensed Statements of Cash Flows (Unaudited)
<TABLE>

                                                                           Nine months ended March 31,
                                                          --------------------------------------------------------------
                                                                      2001                        2002
                                                          -----------------       --------------------------------------
                                                                     RMB                       RMB                  US$
<S>                                                       <C>                       <C>                         <C>

Cash flows from operating activities:
Net loss                                                        (23,022,708)           (4,653,830)             (562,057)
Adjustments to reconcile net loss to net cash used in
   operating activities:
    Provision for bad debts                                       5,139,026                     -                     -
    Provision for investment in an associated company             1,320,726                     -                     -
    Provision for investment in a subsidiary company              3,622,421                     -                     -
    Amortization                                                    900,003                     -                     -
    Depreciation                                                  2,050,972               764,049                92,277
    Share of loss of an associated company                        1,970,128                     -                     -
    Loss on abandonment and disposal of property and
      equipment                                                     379,021             1,099,979               132,848
    Minority interests                                             (410,923)               (8,203)                 (991)
    Amortization on compensation expense                            647,038                     -                     -
    (Increase) Decrease in operating assets:
      Inventories                                                    41,240                15,818                 1,910
      Accounts receivable, net                                      980,056               145,485                17,571
      Costs and estimated earnings in excess of
        billings on uncompleted contracts                                 -              (315,320)              (38,082)
      Deposits, prepayments and other receivables                (2,962,149)             (288,048)              (34,788)
      Due from related companies                                       (138)                    -                     -
      Due from an associated company                                      -                     -                     -
      Due from a director                                           161,144                     -                     -
    Increase (Decrease) in operating liabilities:
      Accruals and other payables                                   (38,020)             (270,680)              (32,691)
      Deposits on liquidation of investment in
        associated company                                                -                75,200                 9,082
      Deferred revenue                                                    -                42,547                 5,138
      Deferred rent                                                       -              (362,638)              (43,797)
      Deposits from customers                                      (254,036)              (61,400)               (7,415)
      Business tax payable                                           33,623               (79,180)               (9,563)
      Due to directors                                             (119,411)              281,058                33,944
                                                          -----------------       -----------------      ---------------

Net cash used in operating activities                            (9,561,987)           (3,615,163)             (436,614)
                                                          -----------------       -----------------      ---------------

Cash flows from investing activities:
Purchase of property and equipment                               (2,866,309)              (16,500)               (1,993)
Sale of property and equipment                                            -                86,690                10,470
Cash of unconsolidated subsidiary                                   (94,649)                    -                     -
                                                          -----------------       -----------------      ---------------

Net cash (used in) provided by investing activities              (2,960,958)               70,190                 8,477
                                                          -----------------       -----------------      ---------------

Cash flows from financing activities:
Net proceeds from issuance of common stock                        3,933,001             1,599,696               193,200
                                                          -----------------       -----------------      ---------------

Net cash provided by financing activities                         3,933,001             1,599,696               193,200
                                                          -----------------       -----------------      ---------------

Effect of cumulative translation adjustments                            (13)                    5                     1

Net decrease in cash and cash equivalents                        (8,589,957)           (1,945,272)             (234,936)
Cash and cash equivalents, beginning of period                   13,556,982             4,126,138               498,326
                                                          -----------------       -----------------      ---------------

     Cash and cash equivalents, end of period                     4,967,025             2,180,866               263,390
                                                          =================       =================      ===============

</TABLE>

The accompany notes are an integral part of these condensed financial statements
                                       4
<PAGE>

                     INTERMOST CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   INTERIM FINANCIAL PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements for reporting on Form 10-QSB.  These financial statements have
     not been  audited by  independent  accountants.  The June 30, 2001  balance
     sheet data was  derived  from  audited  financial  statements  but does not
     include  all  disclosures   required  by  generally   accepted   accounting
     principles.  The interim  financial  statements and notes thereto should be
     read in conjunction with the financial statements and notes included in the
     Company's  Form  10-KSB.  In  the  opinion  of  management,  these  interim
     financial  statements  reflect all adjustments of a normal recurring nature
     necessary  for a fair  statement  of the results  for the  interim  periods
     presented.  The current period  results of operations  are not  necessarily
     indicative of results which  ultimately  will be reported for the full year
     ending June 30, 2002.


2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

     Translation  of amounts from Renminbi  ("Rmb") into United  States  dollars
     ("US$") is for the  convenience  of  readers  and has been made at the noon
     buying rate in New York City for cable  transfers in foreign  currencies as
     certified for customs  purposes by the Federal  Reserve Bank of New York on
     March 31,  2002 of US$1.00 = Rmb8.28.  No  representation  is made that the
     Renminbi amounts could have been, or could be, converted into United States
     dollars at that rate or at any other rate.


3.   ABANDONMENT OF LEASEHOLD

     During the nine month period  ended March 31,  2002,  as part of an ongoing
     cost savings program,  the Company relocated its offices and terminated the
     lease on its prior  offices.  In  conjunction  with the  termination of the
     prior office lease, the Company recorded a loss on disposal of fixed assets
     relating to the  abandonment  of  leasehold  improvements  in the amount of
     $132K*.  The Company also recorded other income of approximately  $57K as a
     result of the reversal of deferred rent and other adjustments  arising from
     termination of the lease.


4.   CONTINUED OPERATIONS

     The  accompanying  consolidated  condensed  financial  statements have been
     prepared  assuming the Company will continue  operating as a going concern,
     which contemplates the realization of assets and liquidation of liabilities
     in the normal course of business.

     The  Company's  ability to continue as a going  concern is  dependent  upon
     several factors, including, but not limited to, raising additional capital,
     increasing revenue,  and achieving and maintaining  profitable  operations.
     The accompanying consolidated condensed financial statements do not include
     any adjustments that might result from the outcome of these uncertainties.

     The Company is  aggressively  working to increase  revenues and develop its
     e-commerce  related  services,  which it believes will  ultimately  lead to
     profitable operations and enable the Company to continue operations.

* 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".


                                       5
<PAGE>

5.   LOSS PER COMMON SHARE - BASIC

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

6.    CAPITAL STOCK

     As at March 31, 2002, the Company had received subscriptions in relation to
     the private  placement of 20,000,000  shares of common stock for $400K,  at
     $0.02 per share. $193K of subscription  proceeds had been received at March
     31, 2002. The balance of the subscription proceeds, in the amount of $207K,
     was received  subsequent to March 31, 2002.  None of the shares  subscribed
     for had been issued at March 31, 2002.  Shares  subscribed are reflected as
     "shares  reserved and to be issued" and shares  subscribed but not paid for
     at March 31, 2002 are reflected as "subscription  receivable." The increase
     in additional paid in capital  represented the excess of subscription price
     over  the par  value  of  share  to be  issued  in  relation  to the  share
     subscription.

7.   NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement  of Financial  Accounting  Standards  ("SFAS") No. 141  "Business
     Combinations" and No. 142 "Goodwill and Other Intangible Assets".  SFAS No.
     141 requires all business combinations  initiated after June 30, 2001 to be
     accounted for under the purchase method. For all business  combinations for
     which the date of  acquisition  is after June 30,  2001,  SFAS No. 141 also
     establishes  specific  criteria for the  recognition  of intangible  assets
     separately from goodwill and requires  unallocated  negative goodwill to be
     written off immediately as an extraordinary  gain, rather than deferred and
     amortized.  SFAS No. 142  changes the  accounting  for  goodwill  and other
     intangible assets after an acquisition.  The most significant  changes made
     by SFAS No. 142 are:  (1) goodwill and  intangible  assets with  indefinite
     lives will no longer be amortized;  (2) goodwill and intangible assets with
     indefinite  lives must be tested for impairment at least annually;  and (3)
     the  amortization  period for  intangible  assets with finite lives will no
     longer be  limited  to forty  years.  At this time,  the  Company  does not
     believe  that the  adoption  of  either  of these  statements  will  have a
     material effect on its financial position,  results of operations,  or cash
     flows.

     In June  2001,  the FASB also  approved  for  issuance  SFAS No. 143 "Asset
     Retirement  Obligations".  SFAS No. 143 establishes accounting requirements
     for retirement  obligations  associated  with tangible  long-lived  assets,
     including  (1)  the  timing  of  the  liability  recognition,  (2)  initial
     measurement of the liability,  (3) allocation of asset  retirement  cost to
     expense,  (4)  subsequent  measurement  of the  liability and (5) financial
     statement disclosures.  SFAS No. 143 requires that an asset retirement cost
     should be capitalized as part of the cost of the related  long-lived  asset
     and  subsequently  allocated  to expense  using a  systematic  and rational
     method.  The  adoption  of SFAS No. 143 is not  expected to have a material
     effect on the Company's financial position,  results of operations, or cash
     flows.

     In August 2001,  the FASB also approved SFAS No. 144,  "Accounting  for the
     Impairment  or Disposal of Long-Lived  Assets".  SFAS No. 144 replaces SFAS
     No. 121. The new accounting  model for long-lived  assets to be disposed of
     by  sale  applies  to  all  long-lived   assets,   including   discontinued
     operations,  and replaces the  provisions  of Accounting  Principles  Board
     (APB)  Opinion No. 30,  "Reporting  Results of  Operations - Reporting  the
     Effects  of  Disposal  of a Segment of a  Business",  for the  disposal  of
     segments of a business.  SFAS No. 144 requires that those long-lived assets
     be  measured  at the lower of  carrying  amount or fair  value less cost to
     sell,  whether  reported  in  continuing   operations  or  in  discontinued
     operations.  Therefore,  discontinued operations will no longer be measured
     at net realizable  value or include amounts for operating  losses that have
     not yet occurred.  SFAS No. 144 also broadens the reporting of discontinued
     operations to include all components of an entity with  operations that can
     be  distinguished  from the rest of the entity and that will be  eliminated
     from the ongoing  operations of the entity in a disposal  transaction.  The
     provisions of SFAS No. 144 are effective  for financial  statements  issued
     for fiscal years beginning after December 15, 2001 and,  generally,  are to
     be applied  prospectively.  At this time, the Company  cannot  estimate the
     effect of this statement on its financial position,  results of operations,
     or cash flows.

                                       6
<PAGE>


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

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

Material  Changes in Results of  Operations  for the Nine Months Ended March 31,
2002 as Compared to the Nine Months Ended March 31, 2001

Net Sales

Net sales during the nine months  ended March 31, 2002 were derived  principally
from e-commerce  solutions,  conference services and web advertisement while net
sales during the 2001 period were derived principally from e-commerce  solutions
and system sales integration.

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

                                    Total Net Sales                    Percent of Total Net Sales
                            --------------------------------       ----------------------------------
                              Nine Months Ended March  31,           Nine Months Ended March  31,
                            --------------------------------       ----------------------------------
                                  2001             2002                2001              2002
                                  ----             ----                ----              ----
                                   US$              US$
<S>                             <C>             <C>                  <C>              <C>

E-commerce solutions            337,935          238,816               50.60%           46.59%
System sales integration        292,417           43,075               43.78%            8.40%
Phone payment system             15,690                -                2.35%            0.00%
Conference service                    -          132,633                0.00%           25.88%
Web advertisement                21,832           98,038                3.27%           19.13%
                               --------          -------              -------         --------
     Total                      667,874          512,562              100.00%          100.00%
                               ========          =======              =======          =======
</TABLE>

         Net sales for the  nine-month  period ended March 31, 2002 decreased by
$155K to $513K,  representing  a drop of 23.3% when  compare to the net sales of
$668K  during  the same  period in 2001.  The  decrease  in net sales was mainly
attributable to a decrease in demand of general E-commerce  solutions and System
sales integration,  which was mainly  attributable to a general slow down of the
economies. E-commerce solutions revenues decreased by 29.3% to $239K in the 2002
period as compared to $338K in the 2001 period; whereas System sales integration
revenue  declined  sharply  from  $292K in the 2001  period  to $43K in the same
period  in 2002,  representing  a drop of  85.3%.  The  Company's  new  software
products,  imSCM and imPARTNER,  introduced at the end of the June 2001 quarter,
as part of the total  E-commerce  solutions,  improved the revenue of E-commerce
solutions despite the slow down of the economies globally.

         Web advertisement revenues increased 349% to $98K in the 2002 period as
compared to $21K for the 2001 period. Conference service revenues,  derived from
a  CRM  educational  seminar  sponsored  by  the  Company,  totaled  $133K.  Web
advertisement  revenues and conference service revenues are not considered to be
core revenues under the Company's  business plan. The increases in revenues from
those sources during the period are considered to be non-recurring.

         The  change in total net sales  and the  character  of those  sales was
primarily  attributable to the transition of the Company's  business  associated
with an adjustment to the Company's  business plan  commencing in June 2000. The
markets within which we operate were adversely  impacted  during the 2001 period
by a sharp  decline in worldwide  investment  in Internet  initiatives  and weak
economic conditions and slowing economic growth globally, particularly following
the  terrorist  attacks of  September  11 in the United  States.  We continue to
believe that the Chinese Internet market will continue to develop, outpacing the
growth of other more  mature  Internet  markets,  and that our  presence  in the
market  and  local  development  of  our  software  products  will  allow  us to
capitalize  on  opportunities  to sell our  software  products  in China Cost of
Services

                                       7
<PAGE>

Cost of services consist principally of salary for computer network technicians,
costs of systems sales and integration, depreciation and amortization, and other
costs associated with the same,  including travel,  welfare,  office and related
expenses allocable to the engineering and technician staff.

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


                                         Total Cost of Services            Percent of Total Net Sales
                                        Nine Months Ended March 31,       Nine Months Ended March 31,
                                         2001                2002          2001               2002
                                        -------             -------       -------            -------
                                          US$                 US$
<S>                                    <C>                <C>            <C>              <C>


Engineering/technician salaries          162,375            40,862        24.31%             7.97%
Subcontract fees                               -           180,401         0.00%            35.19%
Cost of system sales and integration     273,445            42,717        40.94%             8.33%
Depreciation                              18,705            12,754         2.80%             2.48%
Other                                    168,699            48,404        25.25%             9.44%
                                        --------            ------       -------            ------

     Total                               623,224           325,138        93.30%           63.41%
                                        ========           =======       =======           ======
</TABLE>


     Costs of services for the nine-month  period ended March 31, 2002 decreased
by  $298K,  or 47.8%,  from  $623K  for the same  period in 2001 to $325K.  As a
percentage of net sales, cost of services decreased substantially from 93.3% for
the nine-month period ended March 31, 2001 to 63.4% for the same period in 2002.

         The  decrease in costs of  services,  in total and as a  percentage  of
sales, was principally  attributable to cost  containment  measures taken by the
Company   during  the  2002  period,   including  a   substantial   decrease  in
engineering/technician  headcount,  which was  partially  offset by fees paid to
subcontractors to perform services previously performed internally.

Gross Profit

Gross profit for the  nine-month  period ended March 31, 2002 improved by $143K,
or 320%,  from $44K for the same period in 2001 to $187K. As a percentage of net
sales, gross profit improved from 6.7% for the nine-month period ended March 31,
2001 to 36.6% for the same period in 2002. The significant  improvement in gross
profit  mainly  due to  the  conference  service  revenues,  derived  from a CRM
educational  seminar  sponsored  by  the  Company,  which  is  considered  to be
non-recurring  and not the core  business of the Company.  Excluding the revenue
derived from this  revenue,  the gross profit  improved from 6.7% for the fiscal
2001 to 14.4% for the fiscal 2002, which resulted mainly from the Company's cost
savings program.

Selling, General and Administrative Expense ("SG&A expenses")

SG&A  expenses  were $678K for the  nine-month  period  ended March 31,  2002, a
decrease of approximately  $689K, or 50.4%,  from $1,367K for the same period in
2001. The decrease in SG&A expenses was mainly  attributable to cost containment
efforts undertaken during the 2002 period, including relocation of the Company's
offices to a less expensive  office and a reduction in marketing,  corporate and
support headcount. Additionally, certain intangibles were fully amortized during
fiscal 2001 resulting in no amortization expense for the current period.

The following table reflects the principal  components of SG&A and percentage of
net sales represented by each component for the periods indicated:
                                       8
<PAGE>
<TABLE>


                                          Total SG&A                 Percent of Total Net Sales
                                   Nine Months Ended March 31,       Nine Months Ended March 31,
                                   ---------------------------       ---------------------------
                                    2001                 2002          2001              2002
                                     US$                  US$
<S>                                <C>                <C>             <C>              <C>

Sales and marketing salaries and
  commissions                        167,218            98,769         25.03%           19.26%
Advertising and other sales and
  marketing expenses                 150,559            94,046         22.54%           18.34%
Rentals                               81,277            38,302         12.16%            7.47%
Administrative salaries              245,505           138,103         36.75%           26.94%
Corporate overhead                   516,067           308,485         77.27%           60.18%
Research and development              97,835                 -         14.64%            0.00%
Amortization of intangibles          108,696                 -         16.27%            0.00%
                                   ---------          --------       --------         --------
     Total                         1,367,157           677,705        204.66%          132.19%
                                   =========          ========       ========         ========
</TABLE>


Loss on Disposal of Fixed Assets

Loss on disposal of fixed assets totaled $133K during the 2002 period.  The loss
related  to  the  abandonment  of  leasehold   improvements   and  equipment  in
conjunction with the relocation of the Company's offices.

Share of Loss of an Associated Company

Share of loss in an associated  company totaled $238K during the 2001 period and
nil during the 2002 period. Share of loss in an associated company reflected the
Company's allocable share of the loss of the Sino-E venture which was terminated
during fiscal 2001.

Other Income (Expense), Net

Other income,  net,  increased by $66K to $60K from a net other  expenses of $6K
for the  comparable  period in the prior year as a result of the reversal of the
income from  remaining  deferred  rent upon early  termination  of the Company's
former office lease in the amount of $43K, tax refund of $6K, interest income of
$2K and others $9K.

Provision for bad debts

During the nine months period ended March 31, 2001,  the Company  provided a bad
debt expense of $621K in respect of (1) deposits for  acquisition of and loan to
Dunwell Computer (H.K.) Limited,  (2) write down of receivable from a subsidiary
and (3) write down of unrecoverable accounts receivable.

Unusual items

During the nine months period ended March 31, 2001, the Company reported unusual
items of $643K in respect of (1) write down of investment  in a subsidiary,  (2)
write down of investment in an associated company and (3) write down of obsolete
and damaged equipment and furniture.

Minority Interest

Minority  interest of $1K was reported  during the current period as compared to
$50K of minority interest during the 2001 period. Minority interest reflects the
proportionate  interest  in  the  losses  not  attributable  to the  Company  of
Intermost  Focus  Advertising  during the 2002 period and Jiayin  Joint  Venture
during the 2001 period.

Net Loss

The  net  loss  for the  nine-month  period  ended  March  31,  2002  showed  an
improvement of $2,219K over the loss of $2,781K for the same period in 2001 to a
net loss of $562K.  The net loss in the  comparative  period in last fiscal year
was  adversely  affected  by a  provision  for bad debts and  write-down  of the
Company's  investment  in the  amount of  $1,263K  in the third  quarter of last
fiscal year.

                                       9
<PAGE>

Excluding minority interests, the operating loss for the nine-month period ended
March 31, 2002 was $563K,  the operating loss for the  comparable  period in the
last fiscal year was $2,830K.

Material Changes in Financial Condition, Liquidity and Capital Resources

     At March 31, 2002 the Company  had cash and cash  equivalents  of $263K and
negative  working  capital  of $8K  as  compared  to  $498K  of  cash  and  cash
equivalents and $128K of working capital at June 30, 2001.

     Net cash used in operating  activities was $437K for the nine-month  period
ended March 31, 2002,  while net cash used in operating  activities  was $1,155K
for the same period in 2001.  Funds used in operations  primarily  relate to the
losses  incurred  during  the  period  of  $562K,   increases  in  deposits  and
prepayments of $35K and reductions in various  liabilities  which were partially
offset by non-cash charges,  including  depreciation expense of $92K and loss on
the disposal of fixed assets of $133K.

     Net cash provided by investing activities was $8K for the nine-month period
ended March 31, 2002 while net cash used in investing  activities  was $358K for
the same period in 2001. Funds provided by investing  activity  consisted of net
sales of equipment for the period.

     Net cash  provided by  financing  activities  was $193K for the  nine-month
period ended March 31, 2002 while net cash provided by financing  activities was
$475K for the same  period  in 2001.  Funds  provided  by  financing  activities
consisted of proceeds  received during the current period from  subscription for
9,660,000 shares of common stock from a private  placement of 20,000,000  shares
at $0.02 per share.

         The Company had no long term debt as at March 31, 2002.

     As at March 31, 2002, the Company had received subscriptions in relation to
the remaining shares offered in the private placement of common stock. As of the
date  of  this  Form  10-QSB,  the  Company  had  received  the  balance  of the
subscription proceeds from subscribers in the amount of $207K.

     As a result of continuing losses and weakness in the global economy and the
Internet sector, the Company has implemented various cost management measures to
reduce our overhead in response to slowing  growth in our revenues and operating
margins. The Company is also evaluating various  opportunities to accelerate the
path to, and attain, profitability.

     The Company  believes that the funds  provided by the private  placement of
common stock in the first quarter of 2002,  combined  with cost savings  program
and anticipated  improvement of economic  conditions and sales during the second
half of 2002, will enable the Company to meet  anticipated cash flow requirement
for the following year.

     The Company may, however, require additional funding to support operations,
accelerate growth or pursue strategic opportunities. There are no commitments to
provide any such funding,  if needed,  nor can there be any assurance  that such
funding will be available if needed.

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

                                       10
<PAGE>

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


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

         10.1   Employment Agreement, dated March 25, 2002, with Zacky Sun

     (b) Reports on Form 8-K

         Form 8-K, dated January 26, 2002, disclosing under Item 4 the dismissal
         of  Blackman  Kallick  Bartelstein  LLP  as the  Company's  independent
         certifying  accountants  and the  appointment  of Moores Rowland as the
         Company's new independent certifying accountants.


                                       11
<PAGE>

                                   SIGNATURES

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


                                            INTERMOST CORPORATION



Dated:   May 10, 2002                       By:   /s/ Andy Lin
                                               ------------------------------
                                                 Andy Lin, President and C.E.O