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 December 31, 2001

                                       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 January 29, 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 -- December
            31, 2001 and June 30, 2001..................................    1

         Consolidated Condensed Statements of Operations --
            For the three months ended December 31, 2001 and 2000.......    2

         Consolidated Condensed Statements of Operations --
            For the six months ended December 31, 2001 and 2000.........    3

         Consolidated Condensed Statements of Cash Flows --
            For the six months ended December 31, 2001 and 2000.........    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......................   10

SIGNATURES..............................................................   11

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     INTERMOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
<TABLE>


                                                            June 30, 2001            December 31, 2001
                                                            -------------       ---------------------------
                                                              RMB                  RMB               US$
                                                                                   ---               ---
<S>                                                         <C>                  <C>                <C>

Current assets:
     Cash and cash equivalents                                4,126,138        1,070,538           129,292
     Accounts receivable, net                                   459,279          484,392            58,501
     Costs and estimated earnings in excess of
      billings on uncompleted contract                          353,210          331,460            40,031
     Deposits, prepayments and other receivables              1,786,050        2,093,481           252,836
     Inventories                                                 15,818                -                 -
     Due from related companies                                  72,345           72,345             8,737
                                                            -----------     ------------      ------------

         Total current assets                                 6,812,840        4,052,216           489,397
                                                             ----------       ----------        ----------

Investment in an associated company                           1,153,093        1,153,093           139,262
Fixed Assets                                                  5,480,166        3,758,083           453,875
                                                             ----------       ----------        ----------

         Total assets                                        13,446,099        8,963,392         1,082,534
                                                             ==========       ==========        ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accruals and other payables                              1,868,961        1,386,552           167,458
     Deposits on liquidation of investment
       in associated company                                  1,000,000        1,075,200           129,855
     Deferred revenue                                           412,103          468,016            56,524
     Deferred rent                                              362,638                -                 -
     Deposits from customers                                     61,400           33,250             4,015
     Business tax payable                                        88,744           44,675             5,396
     Due to directors                                         1,955,680        2,102,453           253,919
                                                             ----------       ----------        ----------

         Total current liabilities                            5,749,526        5,110,146           617,167
                                                             ----------       ----------        ----------

Minority interest                                                87,630           82,854            10,007

Shareholders' equity:
     Shares capital                                             108,679          108,679            13,125
     Additional paid in capital                              58,955,419       58,955,419         7,120,219
     Accumulated deficit                                    (51,424,259)     (55,262,801)       (6,674,251)
     Cumulative translation adjustments                         (30,896)         (30,905)           (3,733)
                                                            -----------      -----------       ------------

         Total shareholders' equity                           7,608,943        3,770,392           455,360
                                                            -----------      -----------       ------------

         Total liabilities and shareholders'
           equity                                            13,446,099        8,963,392         1,082,534
                                                             ==========       ==========       ===========
</TABLE>


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


                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>

                                                  Three Months Ended December 31,
                                                 2000                   2001
                                               --------        -----------------------
                                                RMB            RMB                US$
                                                ---            ---                ---
<S>                                           <C>            <C>               <C>

Net sales                                      2,199,690       830,029           100,245
Cost of services                               1,623,145       436,605            52,730
                                               ---------     ---------          --------

Gross Profit                                     576,545       393,424            47,515

Selling, general and administrative
   expenses                                    4,995,440     1,783,657           215,417
                                               ---------     ---------           -------

Loss from operations                         (4,418,895)   (1,390,233)         (167,902)

Loss on disposal of fixed assets                       -     (274,430)          (33,144)
Share of loss of an associated company         (475,504)             -                 -
Other (loss) income, net                          96,098        43,950             5,308
                                              ----------   -----------        ----------

Loss before minority interest                (4,798,301)   (1,620,713)         (195,738)

Minority interest                               217,532           879               106
                                            ------------   -----------        -----------

Net loss                                     (4,580,769)   (1,619,834)         (195,632)
                                             ===========   ===========        ==========

Net loss
  per common share - Basic and diluted            (0.39)        (0.12)            (0.01)
                                            ============   ===========        ==========

Weighted average number of
   shares outstanding                         11,771,268    13,120,481        13,120,481
                                             ===========   ===========        ==========

</TABLE>

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

<PAGE>


                     INTERMOST CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>

                                                   Six Months Ended December 31,
                                                  2000                 2001
                                                 ------      -----------------------
                                                  RMB        RMB                 US$
                                                  ---        ---                 ---
<S>                                           <C>          <C>                  <C>

Net sales                                     4,632,047     3,307,002           399,396
Cost of services                              4,188,181     2,308,391           278,791
                                              ---------     ---------          --------

Gross Profit                                    443,866       998,611           120,605

Selling, general and administrative
   expenses                                   8,768,860     4,225,226           510,293
                                              ---------    ----------         ---------

Loss from operations                        (8,324,994)   (3,226,615)         (389,688)

Loss on disposal of fixed assets                      -   (1,091,926)         (131,875)
Share of loss of an associated company      (1,982,323)             -                 -
Other (loss) income, net                        142,532       475,223            57,394
                                            -----------   -----------        ----------

Loss before minority interest              (10,164,785)   (3,843,318)         (464,169)

Minority interest                               410,729         4,776               577
                                           ------------  ------------        ----------

Net loss                                    (9,754,056)   (3,838,542)         (463,592)
                                           ============   ===========        ==========

Net loss
  per common share - Basic and diluted           (0.86)        (0.29)            (0.04)
                                           ============  ============        ==========

Weighted average number of
   shares outstanding                        11,371,268    13,120,481        13,120,481
                                            ===========    ==========        ==========

</TABLE>


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



                     INTERMOST CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>


                                                                  Six Months Ended December 31,
                                                                2000                 2001
                                                              --------    --------------------------
                                                                RMB        RMB                 US$
<S>                                                          <C>           <C>               <C>

Cash flows from operating activities:
Net loss                                                    (9,754,056)    (3,838,542)       (463,592)
Adjustments to reconcile net loss to net cash
used in operating activities:
     Loss on disposal of fixed assets                           114,123      1,091,926         131,875
     Amortization                                               600,002              -               -
     Depreciation                                             1,661,236        622,717          75,207
     Share of loss of an associated company                   1,982,323              -               -
     Minority interest                                        (410,729)        (4,776)           (577)
     Compensation expense                                       889,454              -               -
(Increase) decrease in operating assets -
     Inventory                                                   38,808         15,818           1,910
     Accounts receivable, net                                   168,283       (25,113)         (3,033)
     Cost and estimated earnings in excess of
           billings on uncompleted contract                           -         21,750           2,627
     Deposits, prepayments and
           other receivables                                    418,413      (307,431)        (37,129)
     Due from related companies                                    (94)              -               -
     Due from an associated company                            (26,498)              -               -
     Due from a director                                        284,265              -               -
Increase (decrease) in operating liabilities -
     Accruals, Accounts payable and
       other payables                                       (1,448,630)      (482,409)        (58,262)
     Deposit on liquidation                                           -         75,200           9,082
     Deferred revenue                                                 -         55,913           6,753
     Deferred rent                                                    -      (362,638)        (43,797)
     Deposits from customers                                    128,970       (28,150)         (3,399)
     Business tax payable                                        81,558       (44,069)         (5,322)
     Due to directors                                         (135,484)        146,773          17,726
                                                           ------------    -----------      ----------

     Net cash used in operating activities                  (5,408,056)    (3,063,031)       (369,931)

Cash flows from investing activities:
Purchase of plant and equipment                             (2,704,470)       (16,500)         (1,993)
Sale of property and equipment                                        -         23,940           2,891
                                                     ------------------     ----------    ------------

     Net cash (used in) provided by investing activities    (2,704,470)          7,440             898
                                                            -----------     ----------   -------------

Cash flows from financing activities:
Cash received from common stock issued                          952,200              -               -
                                                          -------------  -------------  --------------

     Net cash provided by financing activities                  952,200              -               -
                                                          -------------  -------------  --------------

Effect of cumulative translation adjustments                          -            (9)             (1)
Net decrease in cash and cash equivalents                   (7,160,326)    (3,055,600)       (369,034)
Cash and cash equivalents, beginning of period               13,556,982      4,126,138         498,326
                                                             ----------     ----------      ----------

Cash and cash equivalents, end of period                      6,396,656      1,070,538         129,292
                                                            ===========     ==========       =========

</TABLE>


         The accompanying notes are an integral part of these condensed
                             financial statements.
<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
     December 31, 2001 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 six month period ended  December 31, 2001, as part of an ongoing
     cost control program,  the Company relocated its offices and terminated the
     lease on its prior  offices.  In  conjunction  with the  termination of the
     prior office lease, the Company recorded a loss on disposal of fixed assets
     relating to the  abandonment  of  leasehold  improvements  in the amount of
     $131,875.  The Company also recorded other income of approximately  $57,000
     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.

5.   SUBSEQUENT EVENTS - SALE OF STOCK

     In the first quarter of 2002, the Company  completed a private placement of
     shares of its common stock. Pursuant to the private placement,  the Company
     issued 20,000,000 shares of common stock for $400,000, at $0.02 per share.
<PAGE>


                     INTERMOST CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    (Cont'd)

6.       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.
<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 Six Months Ended December 31,
2001 as Compared to the Six Months Ended December 31, 2000.

     Net Sales.  Net sales  during the six months  ended  December 31, 2001 were
derived  principally from e-commerce  solutions,  initial sales of our imSCM and
imPARTNER  software,  conference  services and web advertisement while net sales
during the 2000 period were derived  principally  from e-commerce  solutions and
web advertisement.

     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
                        -----------------------------    ---------------------------
                         Six Months Ended December 31,   Six Months Ended December 31,
                        -----------------------------    -----------------------------
                            2000          2001            2000             2001
                             US$           US$
<S>                     <C>            <C>               <C>              <C>

E-commerce solutions      545,394        80,654            97.5%            20.2%
imSCM and imPARTNER             -        58,570            n.a.%            14.6%
System sales integration        -        35,789            n.a.%             9.0%
Conference service              -       132,633            n.a.%            33.2%
Web advertisement          14,032        91,750             2.5%            23.0%
                          -------       -------           ------          -------
     Total                559,426       399,396           100.0%           100.0%
                          =======       =======           ======           ======
</TABLE>


     Total net sales  decreased  28.6% to $399,000  during the six months  ended
December  31,  2001  compared  to  $559,000  during  the  same  period  in 2000.
E-commerce  solutions  revenues  decreased  85% to $80,000 in the 2001 period as
compared to $545,000 in the 2000 period.  Web advertisement  revenues  increased
553.9% to $91,000 in the 2001 period as compared to $14,000 for the 2000 period.
Sales of the Company's  proprietary CRM and imPARTNER  software commenced during
the 2001 period and totaled $58,000. Conference service revenues, derived from a
CRM educational seminar sponsored by the Company, totaled $132,000.

     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  in  China  and  globally,
particularly  following  the  terrorist  attacks of  September  11 in the United
States.  Our imSCM and imPARTNER software products were introduced at the end of
the  June  2001  quarter.  Initial  sales of our  software  products  have  been
adversely affected by economic weakness  globally,  particularly in the Internet
sector,  which we  believe  has slowed the  development  process of the  Chinese
Internet  market.  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.

         The  increase  in web  advertisement  revenues  during  the  period was
attributable  to  a  single  customer  order.  Web  advertisement  revenues  and
conference  service  revenues are not  considered to be core revenues  under the
Company's  revised  business  plan. The increases in revenues from those sources
during the period is considered to be non-recurring.

         Cost of Services.  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.
<PAGE>

     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
                                -------------------------------    -----------------------------
                                 Six Months Ended December 31,     Six Months Ended December 31,
                                  2000                2001          2000                  2001
                                --------             -------       -------              --------
                                  US$                  US$
<S>                             <C>               <C>              <C>                 <C>

Engineering/technician salaries  149,672            31,012            26.8%              7.8%
Subcontract fees                       -           174,665            n.a.%             43.7%
Cost of system sales and
   integration                    58,846            24,598            10.5%              6.2%
Depreciation                      21,250             7,426             3.8%              1.8%
Other                            276,051            41,090            49.3%             10.3%
                                --------           -------           ------            ------

     Total                       505,819           278,791             90.4%            69.8%
                                 =======           =======            ======            =====
</TABLE>


     Costs of services  decreased 44.9%, to $279,000,  or 69.8% of net sales, in
the 2001 period from $506,000, or 90.4% of net sales in the 2000 period.

     The principal  components  of cost of services  during the six months ended
December,  2001 were  engineer/technician  salaries;  sub contract fees; cost of
hardware;  other costs  associated  with  support on the  engineering/technician
staff; and depreciation of equipment utilized in connection with services.

     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 2001 period, including a decrease in engineering/technician headcount
from 60 at  December  31, 2000 to 12 at  December  31, 2001 which was  partially
offset by fees paid to subcontractors to perform services  previously  performed
internally.

         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) salary for
administrative  and sales  staff,  (6)  corporate  overhead and (7) research and
development costs.

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

                                            Total SG&A               Percent of Total Net Sales
                                  -------------------------------   ----------------------------
                                   Six Months Ended December 31,    Six Months Ended December 31,
                                  -------------------------------   ----------------------------
                                     2000                2001          2000              2001
                                     ----                ----          ----              ----
                                     US$                  US$
<S>                                 <C>                 <C>            <C>               <C>

Sales and marketing salaries and
  commissions                        98,121            80,865             17.5%            20.2%
Advertising and other sales and
  marketing expenses                102,535            82,058             18.3%            20.6%
Rentals                              26,558            30,320              4.7%             7.6%
Administrative salaries             209,097            99,523             37.4%            24.9%
Corporate overhead                  496,555           217,527             88.8%            54.5%
Amortization of intangibles         126,175                 -             22.6%            n.a.%
                                 ----------         ----------         ---------       ----------

     Total                        1,059,041           510,293            189.3%           127.8%
                                ===========         ==========         =========       ==========
</TABLE>


     For the six months ended  December  31,  2001,  SG&A  decreased  51.8%,  to
$510,000,  or 127.8% of net sales,  from $1,059,000,  or 189.3% of net sales for
the six months ended December 31, 2000.

     The decrease in SG&A has been principally  attributable to cost containment
efforts undertaken during the 2001 period, including relocation of the Company's
offices to a less expensive  office and a reduction in marketing,  corporate and
support  headcount  from 60 at December  31, 2000 to 20 at  December  31,  2001.
Additionally,  certain  intangibles  were fully  amortized  during  fiscal  2001
resulting in no amortization expense for the current period.
<PAGE>

     Loss on Disposal of Fixed Assets.  Loss on disposal of fixed assets totaled
$132,000  during  the  2001  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  $239,000 during the 2000 period and nil during the 2001 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 Expense (Income),  Net. Other income, net, totaled $57,000 during the
2001 period as compared to other income of $17,000 during the 2000 period. Other
income  during  the 2001  period  consisted  primarily  of the  reversal  of the
remaining  deferred rent upon early  termination of the Company's  former office
lease in the amount of $43,000, tax refund of $6,300,  interest income of $1,300
and others $6,400.  Other income during the 2000 period  consisted  primarily of
interest income.

     Minority  Interest.  Minority  interest  of $500 was  reported  during  the
current  period as  compared  to $49,000 of  minority  interest  during the 2000
period.  Minority interest reflects the proportionate interest in the losses not
attributable  to the  Company of  Intermost  Focus  Advertising  during the 2001
period and Jiayin Joint Venture during the 2000 period.

Material Changes in Financial Condition, Liquidity and Capital Resources.

     At December  31,  2001 we had cash and cash  equivalents  of  $129,000  and
negative  working  capital of  $127,000 as compared to $498,000 of cash and cash
equivalents and $128,000 of working capital at June 30, 2001.

     Operations  used $369,000 of cash during the six months ended  December 31,
2001.  Funds used in operations  primarily  relate to the losses incurred during
the period  ($464,000),  increases in deposits  and  prepayments  ($37,000)  and
reductions  in  various  liabilities  which  were  partially  offset by  noncash
charges,  including  depreciation  expense ($75,000) and loss on the disposal of
fixed assets ($132,000).

     Investing activities provided $800 during the six months ended December 31,
2001. Funds provided by investing activity consisted of net sales of equipment.

       The  Company  had no  financing  activities  during the six months  ended
December 31, 2001.

     The Company had no long term debt at December 31, 2001.

     The Company's operations have been financed,  to date, by periodic sales of
common stock and loans from  directors.  At December  31, 2001,  the Company had
loans payable to directors totaling $254,000.

     Subsequent to December 31, 2001, in the first quarter of 2002,  the Company
completed a private  placement  of shares of its common  stock.  Pursuant to the
private  placement,  the Company  issued  20,000,000  shares of common stock for
$400,00, at $0.02 per share.

     As a result of continuing losses and weakness in the global economy and the
Internet sector, we have implemented various cost cutting measures to reduce our
overhead in response to slowing growth in our revenues and operating margins. We
are also evaluating various opportunities to accelerate our path to, and attain,
profitability.  We are presently  involved in discussions with various financing
sources with respect to providing equity financing to support our operations and
pursue strategic opportunities.

     Management  believes that the funds provided by the first quarter 2002 sale
of common stock, combined with cost cutting measures and anticipated improvement
of  economic  conditions  and sales  during  the  second  half of 2002,  will be
adequate to support operations 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.
<PAGE>

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.

     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

         None

     (b) Reports on Form 8-K

         None

<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:   February 13, 2002                      By: /s/ Andy Lin
                                                  ----------------------------
                                                  Andy Lin, President and C.E.O
<PAGE>