SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 2002 COMMISSION FILE NUMBER: 000-28055 INTERNET MARKETING, INC. ______________________________________________________ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 76-0618144 _______________________ ____________________________________ (STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 201 Wilcrest, Suite 601, Houston, Texas 77042 ________________________________________ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (281) 435-1519 or (281) 496-6393 __________________________________________________ REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [ ] NO [x] THERE ARE 10,408,400 SHARES OF COMMON STOCK OUTSTANDING AS OF OCTOBER 28, 2002. INTERNET MARKETING, INC. (A Development Stage Company) BALANCE SHEET As of June 30, 2002 TOTAL ASSETS $ 0 ========== LIABILITIES Accounts payable $ 80,492 Accrued expenses 16,237 Demand notes payable to related party 7,500 ---------- TOTAL LIABILITIES 104,229 ---------- STOCKHOLDERS' DEFICIT Preferred stock, $.001 par, 10,000,000 shares authorized, no shares issued or outstanding Common stock, $.001 par, 100,000,000 shares authorized, 10,548,428 shares issued and outstanding 10,548 Paid in capital 484,814 Deficit accumulated during the development stage (599,591) ---------- TOTAL STOCKHOLDERS' DEFICIT (104,229) ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 ========== INTERNET MARKETING, INC. (A Development Stage Company) STATEMENTS OF OPERATING DEFICIT For the Three Months and Six Months Ended June 30, 2002 and 2001 and the Period From July 27, 1998 (Inception) Through June 30, 2002 Three Months Ended Six Months Ended Inception June 30, June 30, Through 2002 2001 2002 2001 2002 ------------- ------------- ------------- ------------- ------------- Administrative expenses $ 0 $ 188 $ 0 $ 20,849 $ 599,591 ------------- ------------- ------------- ------------- ------------- NET LOSS $ 0 $ (188) $ 0 $ (20,849) $ (599,591) ============= ============= ============= ============= ============= Basic and diluted net loss per share $ (.00) $ (.00) $ (.00) $ (.00) Weighted average shares outstanding 10,548,428 10,408,400 10,478,414 10,408,400 INTERNET MARKETING, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2002 and 2001 and the Period From July 27, 1998 (Inception) Through June 30, 2002 Inception Through 2002 2001 2002 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ 0 $ (20,849) $(599,591) Adjustments to reconcile net loss to net cash used by operating activities: Stock issued for services 180,500 Depreciation 6,274 Loss on equipment disposal 20,090 Changes in: Accounts payable 20,474 80,492 Accrued expenses 375 16,237 ---------- ---------- ---------- NET CASH USED BY OPERATING ACTIVITIES 0 0 (295,998) ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of computer equipment (26,364) ---------- CASH FLOWS FROM FINANCING ACTIVITIES Sale of stock 239,000 Proceeds from notes payable 35,007 Proceeds from note payable to a related party 7,500 Cash contributed by majority shareholder 40,855 ---------- NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 322,362 ---------- NET CHANGE IN CASH CASH - beginning of period 0 0 0 ---------- ---------- ---------- - end of period $ 0 $ 0 $ 0 ========== ========== ========== INTERNET MARKETING, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - ACCOUNTING POLICIES The accompanying unaudited interim financial statements of Internet Marketing, Inc. ("IMI") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in IMI's latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2001 as reported in the 10-KSB have been omitted. NOTE 2 - DEBT FOR EQUITY EXCHANGE At the end of March 2002, IMI issued 140,028 shares of common stock to reduce IMI's debt by $35,007. Management's Discussion and Analysis - ------------------------------------ LIMITED OPERATING HISTORY; ACCUMULATED DEFICIT; NEED FOR ADDITIONAL CAPITAL There is limited historical financial information about the Company upon which to base an evaluation of the Company's performance or to make a decision regarding an investment in shares of Company's Common Stock. The Company has net losses of $599,591 since inception and net losses of $20,849 and $0, as of June 30, 2001, and June 30, 2002, respectively . The Company's cash and cash equivalents are $0 at June 30, 2001 and $0 at June 30, 2002. The Company is currently inactive and seeking capital to pursue its business opportunities. PART II - Other Information Item 1 - Exhibits No Exhibits. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated this 7th day of November, 2002 INTERNET MARKETING, INC. By: /s/ BILL J. ROGERS ---------------------- Bill J. Rogers CEO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY OF 2002 In connection with the Quarterly Report of Internet Marketing, Inc. on Form 10-QSB for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, that to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13 (a) pr 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. November 7, 2002 /S/ Bill J. Rogers -------------------------- Bill J. Rogers Chairman and CEO