INTERACTIVE MULTIMEDIA NETWORK INC /
10SB12G/A, 2000-10-02
BUSINESS SERVICES, NEC
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                    U.  S.  SECURITIES  AND  EXCHANGE  COMMISSION
                               Washington,  D.C.  20549

                                       FORM  10-SB/A
                                    Amendment  No.  1

                 GENERAL  FORM  FOR  REGISTRATION  OF  SECURITIES  OF
                               SMALL  BUSINESS  ISSUERS

  Under  Section  12(b)  or  (g)  of  the  Securities  Exchange  Act  of 1934

                        INTERACTIVE  MULTIMEDIA  NETWORK,  INC.
                 (Name  of  Small  Business  Issuer  in  Its  Charter)

              Delaware                                      65-0488983
(State  of Other Jurisdiction of               (IRS Employer Identification No.)
Incorporation  or  Organization)

3163  Kennedy  Boulevard,  Jersey  City,  New  Jersey                   07306
 (Address  of  Principal  Executive  Offices)                        (Zip  Code)

     Telephone  (201)  217-4137
     Facsimile  (201)  798-4627
     (Registrant's  Telephone  Number,  including  Area  Code)

     With  copies  to:  Irving  Rothstein,  Esq.
     Heller,  Horowitz  &  Feit,  P.C.
     292  Madison  Avenue
     New  York,  New  York  10017
     Tel.  (212)  685-7600   Fax.  (212)696-9459

     Securities  to  be  registered  pursuant  to  Section  12(b)  of  the  Act:

     None.

     Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:

     Preferred  Stock,  par  value  $0.001
     Common  Stock,  par  value  $0.001









<PAGE>

                                   TABLE OF CONTENTS

DESCRIPTION                                                                 PAGE

PART  I

ITEM  1  DESCRIPTION  OF  BUSINESS                                            3
ITEM  2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION            7
ITEM  3  DESCRIPTION  OF  PROPERTY                                           10
ITEM  4  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      10
ITEM  5  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
         OWNING  MORE  THAN  10%                                             11
ITEM  6  EXECUTIVE  COMPENSATION                                             11
ITEM  7  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                  13
ITEM  8  DESCRIPTION  OF  SECURITIES                                         13

PART  II

ITEM  1  MARKET  PRICE  OF  AND  DIVIDENDS  ON  THE  REGISTRANT'S
         COMMON  EQUITY  AND  OTHER  SHAREHOLDER  MATTERS                    15
ITEM  2  LEGAL  PROCEEDINGS                                                  16
ITEM  3  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS                  16
ITEM  4  RECENT  SALES  OF  UNREGISTERED  SECURITIES                         16
ITEM  5  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS                       19

PART  F/S                                                                    20

PART  III

ITEM  1  INDEX  TO  EXHIBITS                                                 31
ITEM  2  DESCRIPTION  OF  EXHIBITS                                           31
SIGNATURES                                                                   31





























<PAGE> 2

     PART  I

ITEM  I  -  DESCRIPTION  OF  BUSINESS

INTRODUCTION

     The Company is an Internet based  marketing  company. The Company's primary
business  activity  is marketing through multiple media channels for the purpose
of  facilitating  on-line  purchases of a variety of products and services.  The
Company  markets  products and services primarily for itself (85%) and sometimes
for  others  (15%).  In  both cases it utilizes Interactive Convergence which is
the  simultaneous utilization of television, the Internet and retail exposure to
promote  a  product   or  service.   The  Company  uses  multiple   channels  of
distribution,  such  as the Internet, online computer services, broadcast, cable
and  satellite  television  and  retail  exposure,  for  the introduction of new
products,  new  services,  inventions  and  concepts.  In  addition to marketing
other  people's  products  or  services  for a fee, the Company also sells cars,
trucks and sport utility vehicles directly to consumers through two wholly-owned
subsidiaries.

     The  principal executive offices of the Company are located at 3163 Kennedy
Boulevard,  Jersey  City,  New Jersey, tel. (201) 217-4137.  The Company's stock
symbol  on  the  Over-the-Counter  Bulletin  Board is "IMNI".  As of January 13,
2000,  the  Company's stock was removed from the over the counter bulletin board
and  it is presently traded on the "Pink Sheets". Upon acceptance of this filing
by  the  Securities  and  Exchange  Commission  the  Company  anticipates  being
reinstated.

HISTORY

     The  Company  was incorporated in the State of New Jersey on March 4, 1994.
On  June  13, 1995, the New Jersey corporation migrated to Delaware via a merger
with a Delaware corporation formed for  that purpose. There are 5,000,000 shares
of preferred stock authorized of which none are presently issued and outstanding
and  there  are  25,000,000 shares of common stock authorized of which 6,615,464
were  issued  and  outstanding  as  of  August  31,  1999.

     The  Company  has  three subsidiaries.  AutoSmartUSA, Inc. and AutoSmartUSA
Leasing,  Inc. are both wholly-owned subsidiaries. These subsidiaries operate in
tandem  to  operate the vehicle sales operations of the Company.  CPM Associates
Holding  Corp.,  a wholly-owned subsidiary owns an 80%  interest in Contracting,
Planning  and  Management  Associates,  Inc.,  which,  prior  to  its  Chapter 7
Bankruptcy  proceeding,  operated  the  architectural  wood  products  and store
fixture  business  of  the  Company.

BUSINESS  ACTIVITIES

     For  its  clients,  the  Company provides complete marketing plans enabling
individuals  or  entities  that contract with the Company an advertising program
specifically  tailored  to  their  products  or  services and their budget. This
includes  recommended  media  buys,  target  demographics,   print,  television,
Internet  advertising  and  other  necessary information and plans to attempt to
successfully  bring  that  product  or service to market. Certain larger clients
only  require that the Company design and produce a web site for them to host on
their  own  site.  Others require the Company to also host the site, provide all
of the necessary e-commerce tools and provide the telemarketing/customer service
functions  as well. For small to medium size companies the Company  can function
as their  marketing department and for larger companies the Company can function
to  augment  their existing marketing programs. The Company uses television, the


<PAGE> 3
Internet  and  retail  exposure  simultaneously,  to  promote  sales  and  brand
awareness  for its clients' products and services.  One avenue which the Company
uses   is   through   the   Internet   web   site  known   as   Shop-the-Net.com
(www.shop-the-net.com),  which  is  a  site  owned  and operated by the Company.
"Shop-The-Net"'  is  a  virtual shopping mall available over the World Wide Web.
In  this mall, the Company rents showroom space to companies and individuals.  A
showroom is a section of the mall wherein a client's product and/or services are
highlighted  and  available  for  sale.   There  are  approximately  45  clients
represented  in Shop-the-Net.com, offering approximately 500 different products.
Less  than  5%  of  the  Company's  revenue  is  derived  from Shop-the-Net.com.

     In  February  1999,  the  Company  formed  two  wholly-owned  subsidiaries,
AutoSmart USA,  Inc.,  a  Nevada  corporation  and  AutoSmart USA Leasing, Inc.,
a  Florida corporation,  collectively,  AutoSmartUSA.  AutoSmartUSA  sells cars,
trucks  and  sport  utility  vehicles  through  the  Internet  at another of the
Company's  websites,  www.autosmartusa.com,   and  through  a  walk-in  new  car
showroom  located  in  Pompano  Beach,  Florida.

     AutoSmartUSA  sells and leases all models of new cars, trucks and SUV's for
as low as 1% over factory invoice.  AutoSmartUSA has made arrangements with more
than  1,500  new  car dealers across the United States to furnish AutoSmartUSA's
customers  with  vehicles  at  appreciable  discounts  from MSRP (Manufacturer's
Suggested Retail Price).  Through this dealer network AutoSmartUSA can deliver a
vehicle  to  a  customer  at  the  location  of  their choice at a price that is
typically lower than the customer could negotiate directly because of the volume
pricing  that  has been previously negotiated with AutoSmartUSA's dealers at the
time  of  their  joining  the  network  of  dealers.

     The  AutoSmartUSA.com  website  allows  customers to build their own car by
specifying the make, model, options and color choices desired.  Usually within 4
hours,  during  normal  business  hours,  a personalized printout is sent to the
customer  containing  the  MSRP  and  factory invoice for the vehicle specified.
With  this  information the customer can then make their purchasing decision and
determine  whether  to  buy,  lease  or  finance  their  new  vehicle.

     AutoSmartUSA  has in-direct lending and leasing arrangements with more than
40  financing  sources  and can generally obtain financing for the customer at a
competitive  rate  based  on published market rates.  AutoSmartUSA maintains its
own  finance  and  insurance  department, just like most new car dealers, and in
most cases processes all of the necessary paperwork to complete the transaction.

     When it is in the consumers' best interest, i.e. access to a better finance
rate,  better  terms, etc., AutoSmartUSA will allow the dealer who is delivering
the  vehicle  to  handle the transactional paperwork.  This is necessary because
AutoSmartUSA  is  not  a  franchise dealer and as such cannot offer manufacturer
subsidized  financing.

     The  American public has had a love affair with the Automobile for the past
100  years.  The  automotive  industry  has long recognized the appreciative and
collective  nature  of  certain  examples  of  cars  that  have been created and
manufactured throughout its history. Many of these "collectible" cars are sought
after  due to a uniqueness of design or perhaps interesting or special features.
However,  most  are  cherished,  garnered and collected because of an intangible
referred  to  as  nostalgia.

     AutoSmartUSA  recognizes  the  value  and  marketability  of  these special
vehicles and has begun to actively offer only the finest examples of these types
of  collectibles  in its Internet website. These collectibles are offered in two
ways, either through a free direct listing of the vehicle which includes a full,
accurate  description  of  the vehicle, the vehicle identification number or VIN
and in most cases a recent color photograph or through the Silent Auction method

<PAGE> 4

of  selling whereby the vehicle is sold to the highest bidder. Most cars carry a
"reserve  price",  thus insuring that the vehicle is only released for sale when
the  winning  bidder  achieves a minimum price set by the vehicle owner. In both
cases,  the  seller  and  buyer pay a fee of one percent to AutoSmartUSA for its
services.

     AutoSmartUSA  is  careful to select only the finest vehicles with authentic
lineage. No kit cars, replicas or vehicles that are not already totally restored
or  near-perfect  original  examples  are  accepted  for  sale  on the site. All
vehicles  are  inspected  via digital images and the complete vehicle history is
documented  to  ensure  the  lineage.

     Through  March  31,  2000,  more  than  200   collectible  cars  have  been
represented  in  the  site and more than 20% have sold. The sales of collectible
cars  have  accounted  for approximately 8% of the Company's revenue as of March
31,  2000.

     AutoSmartUSA  has  been fortunate to assemble 10 automotive consultants who
are  thoroughly  knowledgeable  in this field and as such are able to answer any
questions  on  most  vintage  or collectible cars from a perspective buyer.  The
collectible  car market is one that continues to expand, the growth of which has
been  recently  fueled  by  the  vast number of baby boomers seeking to regain a
piece  of  history  and  their  youth.

     The Company's revenue comes from the sale of its own marketing services and
from  the  business  activities of its subsidiaries.  In the twelve month period
ended  March  31,  2000,  AutoSmart  USA  accounted  for  $  801,521  (or 92% of
revenue)  and  the  core  marketing  business  accounted  for $69,284  (or 8% of
revenue).  Contracting,  Planning  and  Management Associates, Inc., an indirect
majority  owned  subsidiary  is  currently the subject of a Chapter 7 Bankruptcy
proceeding  and  will  not  return  to  operations.

DIFFERENTIATION  FROM  COMPETITION

     The  Company  as a whole differentiates itself from competitors by offering
a  diverse  range  of  services  to  its clients and by offering a wide range of
products  to  consumers  through  multiple  channels  of  distribution.

     There  are several companies that operate similar businesses to that of the
Company.  For  example  E4L, Inc., produces and airs product oriented television
content  (informercials),  that  is  linked  to  their  web  site,  www.e4l.com.
Similarly,   Buyitnow.com,   LLC    operates   an   Internet   site   known   as
www.Buyitnow.com,  that  is  promoted through infomercials for products produced
and  aired  by  Buyitnow.com.   Additionally,   there  are   numerous,  probably
thousands,  of  companies  that design web sites and that can provide electronic
commerce solutions for all manner of businesses that are interested in selling a
product  or service over the Internet. Some of these companies are substantially
larger  and  have  far  greater  resources.

     AutoSmart  USA  relies on its ability to satisfy customers requests through
its  ever growing dealer network on a national basis. To this end, AutoSmart USA
currently  operates  in  38  states. There are currently approximately two dozen
companies that are active in the online automotive sales industry. Most of these
competitors  are predominantly referral based businesses, such as AutobyTel.com,
AutoWeb.com,  CarPoint.com  and  Cars.com.  These referral businesses earn their
revenue  from  fees paid to them by their member dealers in return for the leads
that  are given to them. The majority of the referral businesses charge a fee to
the  dealer  to join the service.  AutoSmartUSA charges no up-front fees or lead
fees.  There  is one company that is directly in competition with AutoSmart USA,
CarsDirect.com  which  sell  vehicles  directly to the consumer, this company is

<PAGE> 5

better  financed.  AutoSmart  USA  also has competition in the form of web sites
established by the vehicle manufactures such as GMBuyPower.com, Toyota.com, etc.
all of these types of sites refer the consumer to the local franchised dealer in
the  consumer's  local  market.

SEASONALITY

     The Company's business activities are not adversely affected by seasonality
since  they  are  not  seasonal  in  nature.

MARKETING

     The  Company  and  its  subsidiaries  market  their respective products and
services  by direct sales,  television,  print, radio  advertising and  Internet
banner  advertising.  Specifically,  the Company  markets its marketing services
through  direct sales, television commercials, print  and radio ads and Internet
banner  ads.  AutoSmart  USA  utilizes  direct  sales,  television  commercials,
print  and  radio  ads  and  Internet  banner  advertisements.

     The  Company  and  its  subsidiaries'  current  customer  base  is composed
of  commercial   accounts  and   individuals   throughout   the  United  States.
Specifically,  the  Company  has  approximately  45  active  marketing  services
clients.  Regarding  AutoSmart  USA,  the  number  of  clients using its service
increases every day and to date tens of thousands of  individuals have benefited
from  AutoSmartUSA's  services.

     While  it  is  impossible to predict future usage patterns, during the past
fiscal  year  the  Company's  advertising  expenditures  were  approximately 30%
television  (broadcast,  cable  and  satellite),  35%  print,  15% radio and 20%
Internet  banner ads. The advertising expenditures for AutoSmart USA were broken
down  in  a  similar  manner  as the Company's. These percentages are subject to
change based on market conditions, pricing and availability of various media and
other  considerations that may be beyond management's ability to foresee at this
time.

FINANCING

     The Company currently internally finances its  routine operating activities
and does not presently have any outside financing sources available.

COMPETITION

     Competition for the  services offered by the Company  is based  on service,
quality,  distribution,  and  price.  Management  believes  it  can successfully
compete in the marketplace.  The Company believes that there are other companies
that  operate in the  same businesses as the Company and its subsidiaries.  Many
of the  competitors that  operate in  the same  business  are more  established,
better  financed  and  have  greater  market  penetration.

GOVERNMENT  REGULATION

     AutoSmart  USA  operates  in a highly regulated industry. A number of state
and federal laws and regulations affect its business. In every state in which it
operates,  it  must  obtain various licenses in order to operate its businesses,
including  sales,  finance  and  insurance  related  licenses  issued  by  state
regulatory  authorities.  Numerous  laws  and  regulations govern our conduct of
business,  including  those  relating  to  our sales, operating, advertising and
employment  practices.  These  laws and regulations include state franchise laws
and  regulations  and other extensive laws and regulations applicable to new and
used  motor vehicle dealers, as well as a variety of other laws and regulations.

<PAGE> 6
These  laws  also  include  federal and state wage-hour, anti-discrimination and
other  employment  practices  laws.  Our financing activities with customers are
subject  to  federal   truth-in-lending,  consumer   leasing  and  equal  credit
opportunity  regulations  as well as state and local motor vehicle finance laws,
installment  finance  laws,  usury  laws  and  other installment sales laws. All
states regulate finance fees and charges that may be paid as a result of vehicle
sales. Our operations are also subject to the National Traffic and Motor Vehicle
Safety  Act,  Federal  Motor  Vehicle Safety Standards promulgated by the United
States  Department  of Transportation and various state motor vehicle regulatory
agencies.  Possible  penalties  for  violation  of  any  of  these  laws include
revocation  of our licenses and fines. In addition, many laws may give customers
a  private  cause  of  action.

TRADEMARKS

     The  Company  has  United  States trademarks  for  the  names  "Interactive
Multimedia  Network,  Inc.",  and  "In  Your  Neighborhood".  The  retention  of
these  trademarks  is  not  material  to  the  future operations of the Company.

EMPLOYEES

     As  of  August  31,  1999,  the Company had 25 employees of  which 5 are in
management  and  6  are  part-time employees.  The  Company  believes  that  its
labor  relations  are  good.  No  employee  is represented  by  a  labor  union.

ITEM  2.  MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION

     The  following  Management  Discussion  and  Analysis  of  Financial
Condition is qualified  by reference to, and should be read in conjunction with,
the  Company's  Consolidated  Financial  Statements and the Notes thereto as set
forth  beginning  on  page  F-I.

FORWARD-LOOKING  STATEMENT  AND  INFORMATION

     The  Company  is  including the following cautionary statement in this Form
10-SB  for  any  forward-looking  statements  made  by,  or  on  behalf  of, the
Company.  Forward-looking  statements include   statements   concerning   plans,
objectives,   goals,    strategies,  expectations,  future events or performance
and  underlying   assumptions  and   other  statements   which  are  other  than
statements  of  historical  facts.  Certain   statements  contained  herein  are
forward-looking  statements  and  accordingly,  involve  risks and uncertainties
which  could cause actual results or outcomes to differ  materially  from  those
expressed  in  the  forward-looking  statements.   The  Company's  expectations,
beliefs  and  projections are expressed in good faith and are  believed  by  the
Company   to   have  a   reasonable   basis,   including   without  limitations,
management's  examination  of  historical  operating  trends, data contained  in
the  Company's  records  and other data available from third parties, but  there
can  be  no  assurance  that  management's  expectations, beliefs or projections
will  result  or  be achieved or accomplished. In addition to other factors  and
matters  discussed  elsewhere  herein,  the  following  are   important  factors
that,  in  the  view  of  the  Company,  could  cause  actual  results to differ
materially  from  those discussed in the forward-looking statements: the ability
of  the  Company  to  effectuate  and  successfully operate acquisitions and the
ability  of  the  Company to obtain acceptable forms and amounts of financing to
fund  planned  acquisitions.

INTRODUCTION

     The  Company  has the fiscal year end, March 31. The following presentation
of the Management  Discussion  and Analysis  of Financial  Condition  covers the
years  ended  March  31,  2000  and  1999.

<paqe> 7

     The  Company  and  each  of  its  subsidiaries maintain their own books and
records which are presented here as an audited consolidation for the years ended
March  31,  2000  and  1999.

     Based upon accounting principles, due to CPM's Chapter 7 bankruptcy filing,
the  Company's consolidated financial statements have been re-stated to omit the
impact  of  CPM's  operations.

TWELVE  MONTHS  ENDED  MARCH  31,  2000  AND  1999

     For  the  year  ended  March  31,  2000,  the Company's principal source of
revenue  consisted  of  revenue  derived  from  providing  marketing services to
clients,  which  was  $69,284 and the revenue derived from vehicle sales made by
its  subsidiary,  AutoSmart  USA, which was $801,521 for the period, compared to
revenues  derived  from the Company's provision of marketing services to clients
for the year ended March 31, 1999 of $991,968.  More specifically, this decrease
in  overall  revenue was do to the change in focus of the Company to concentrate
on  building  the business of AutoSmart USA and continue servicing the marketing
needs  of  existing clients. Revenue from AutoSmart USA increased from $2,033 in
revenues  in  its  first  two  months since its incorporation, February, 1999 to
March  31,  1999  to  $801,521 which reflects revenue through December 31, 1999.

     Cost  of  Revenue  increased  from  $73,40  for fiscal 1999 to $622,993 for
fiscal  2000  primarily  due  to the increase in cost of revenue associated with
vehicle  sales  for  AutoSmart  USA  which  includes  the  cost of Company owned
vehicles  sold  and  sales  related  commissions.  The  change in focus from the
provision  of marketing services to the sale of cars, which requires the Company
to  book  the  cost  of the car as an expense, also accounts for the increase of
costs  of revenues as a percentage of revenues from 7.4% in 1999 to 72% in 2000.

     Operating  expenses  for  the  year  ended  March  31,  2000  consisted  of
general  expenses  of  $867,874  for  the Company as a whole versus $984,961 for
the  same  period ended March 31, 1999. This decrease stems from lower marketing
expenditures  of  approximately  61%  and  a  decrease in consulting expenses of
approximately  55%  However certain line items increased because of the business
activities  of  AutoSmart  USA  such  as:  rent  293%, payroll 100% and selling,
general  and  administrative  (S, G & A) expenses 185%. The increase in rent was
directly  attributable to the rent payable for AutoSmart USA as was the increase
in  payroll.  Of the S, G & A expenses for fiscal 2000, $265,958 was the Company
and  the  balance  of  $121,458  was  AutoSmart USA. The increase in S, G & A is
attributable  to  professional  fees mostly lawyers, accountants and consultants
(all  unrelated  third  parties).

     The  Company reported a Loss on Investment in Bankrupt Subsidiary in fiscal
2000  of  $253,054  and  of  $129,854  for fiscal 1999. This reflects a complete
(2000)  and  partial  (1999)  write-off  of  certain  loans made to CPM that the
Company  believes  will  be  compromised  through  the  Chapter  7  of  CPM.

     The  Company,  and  its  subsidiaries,  had  a  net  loss of $(881,355) for
fiscal 2000 and  $(196,184) for fiscal 1999.  The fiscal 2000 loss of $(724,527)
was  primarily  that  of  the  Company.

LIQUIDITY  DISCUSSION

     Certain  balance  sheets  items reflect changes as well. The Company's cash
position  decreased  from  $96,802  to  $10,958  as  of  March 31, 1999 and 2000
respectively  due  to  the  continued  capital  requirements  of  AutoSmart USA.
Inventory  increased  over the same period from zero in 1999 to $65,470, because
of  AutoSmart USA having purchased vehicles for resale. Other Current Assets and
Other Assets decreased because of the complete write-off of the loan to Ansam (a

<PAGE> 8
related  party)  due to the high probability of the security for such note being
uncollectible.  Property  and Equipment increased due to the increase in capital
expenditures  of  AutoSmart  USA.

     Accounts  Payable  increased  537% from $18,377 to $117,005 during the same
period  attributable  to  the  business  activities  of   AutoSmart  USA.  Other
Liabilities  increased  from zero to $189,819 during the period because of loans
taken  by  the  Company  to  fund  the  development  of  AutoSmart  USA.

     Several  areas of the Shareholder's Equity section of the Company's balance
sheet  reflect  changes,  the  net  affect  of  which  is an overall decrease of
Shareholder's  Equity  from  $371,761  to $(95,434) a decrease of 126%. The main
contributing  factors  were the Net Loss for the fiscal period of $(881,355) and
the  complete  write-off  of the investment in and loans to CPM and the loans to
Ansam  all  necessitated by the conversion of CPM's Chapter 11 Bankruptcy filing
to  a  Chapter  7  during  the  period.

     The  Company  believes  that  its  own  present operations require that the
Company   obtain  additional   capital  during  the   next  twelve  months.  The
Company  is  exploring  various  options including, revolving bank credit lines,
equity  and  or  debt  financing through private placements. The Company is also
conducting  preliminary  discussions  with  various  venture capital groups. The
Company  is  seeking  an  immediate  capital  infusion of between three and five
million  dollars,  the  terms  of  such  infusion  have  not been determined. No
assurance  can  be  given  that  the  Company  will  be successful in any of its
financing  plans.  The  Company  believes that it has sufficient cash on hand to
maintain  its  present  operations  until appropriate financing can be obtained.
However  if  financing  is  not  obtained  within six months the Company will be
required  to  curtail  certain of its operations in an effort to conserve funds.
The  Company  believes  that it can continue to generate sufficient revenues for
the  foreseeable future to maintain operations at a reduced level. It is unknown
at  this  time  whether  the  Company  will  be successful in raising capital on
reasonable  terms.

     During  December  of  1999  the Company raised $970,000 through the sale of
2,000,000  shares  of  common  stock.

     Additionally,  the  Company  is  seeking  funding  to  increase its working
capital  for  the AutoSmartUSA division,  the majority of which will be utilized
for  advertising  and  floor-plan  financing. Floor plan financing is a specific
type of financing that is utilized by car dealers to purchase vehicle inventory.

     The  Company  anticipates  substantial  growth  in  the business activities
of  the  AutoSmart USA division.  The accompanying audited  financial statements
for  the  year   ended  March  31,   1999  reflect   negligible  revenues   from
AutoSmart  USA  because  the  Pompano  Beach   location  did  not  become  fully
functional  until  after  the fiscal year ending March 31, 1999. During the nine
month  period  ended  December  31,  1999,  AutoSmart  USA  reported  revenue of
$801,521.

     On  December 17, 1999 the Company's temporary business acquisition, CPM was
converted  from  a Chapter 11 to a Chapter 7 Bankruptcy filing. As a result, all
business activities ceased and a trustee was appointed. As of March 31, 2000 the
Company has completely written off the full amount of its investment in CPM, all
loans  made  to  CPM  and  the loans made to Ansam (a related party who borrowed
funds  from  the  Company  and then loaned those same funds to CPM under a court
order  securing said funds).  To date, the Company has not received any proceeds
from  the estate of CPM or from Ansam.  Ansam will forward all funds received by
it  from  the  trustee  for  CPM  directly to the Company. As of this filing the
Company  deems  the  collection  of  these  funds  to  be  highly  unlikely.


<PAGE> 9
     Another  avenue  which  the  Company  may  pursue   is  to  make  strategic
acquisitions  that  would help enhance the Company's cash flow position. To date
the Company has not been active in this regard. Under its present circumstances,
the  Company  would  not consider any acquisition that is not self sufficient or
that  would otherwise not enhance the Company's overall financial position, i.e.
increased  asset  base  and/or  increased  net revenue and profitability. In the
event the Company is successful in its financing activities the Company may also
seek  to make acquisitions of complementary businesses. The Company  anticipates
that most, if not all, of any acquisitions it may make during  the  next  twelve
months  would  be  of  operating  entities  that have employees,  or  of  assets
that  have  employees  associated  with such assets.  Accordingly,  the  Company
anticipates  there  would  be  a  significant  increase  in  the  number  of its
employees at the operating unit or subsidiary level, at such time, if any,  that
acquisitions  may  be  consummated.

YEAR  2000  ISSUES

      The  Company has not experienced any adverse affects. All of its operating
systems  are  operating  normally,  in the same manner as prior to the new year.
Management  does  not  anticipate  any  problems  in  this  regard.

ITEM  3.  DESCRIPTION  OF  PROPERTY.

     The  Company's  principal  executive  offices  are  located at 3163 Kennedy
Boulevard, Jersey City, New Jersey 07306 in 1,000 square feet of office space on
a  month  to month  basis.  There  is  no  rent  paid for the use of this office
space;  it is located  in  the  same  building as Verdiramo & Verdiramo, P.A., a
law  firm  operated by the Company's former president, who is also the father of
the current president and the other partner of this firm is Vincent S. Verdiramo
the  son  of  Vincent  L.  Verdiramo  and  the  brother of the Company's current
president,  Richard  J. Verdiramo.  The Company also maintains  a  1,400  square
foot  office  located  in  Boca  Raton,  Florida  on an annually renewable lease
which  expires  in  May  2001.  The  Company believes that it will  successfully
renew  this  lease.

     AutoSmart  USA,  Inc.,  and  AutoSmart  USA  Leasing, Inc., occupy an 8,000
square  foot  facility  which  is  all  office  space  located  on  3  acres  of
land.  This  facility  is  leased  for  a  three year term and the current lease
expires  in  February  2002  and  is  renewable  for  three  additional  terms.

     The  Company  believes  that  its  properties  are adequate for its present
needs  and  that  suitable  space  will  be  available to accommodate its future
needs.

ITEM  4.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT.

     The  following  table  sets  forth  certain  information  as  of August 31,
2000,  with respect to the beneficial ownership of shares of common stock by (i)
each person who  is known to the Company to beneficially own more than 5% of the
outstanding  shares  of  common  stock  (ii) each director of the Company, (iii)
each  executive  officer  of  the  Company  and  (iv) all executive officers and
directors  of  the  Company  as  a   group.  Unless  otherwise  indicated,  each
stockholder  has  sole  voting  and  investment power with respect to the shares
shown.








<PAGE> 10

<TABLE>
Title      Name and Address               Amount and Nature
of Class   of  Beneficial  Owner          of Beneficial Ownership   Percent of Class
--------   ----------------------------   -----------------------   ----------------
<S>        <C>                            <C>                       <C>
Common     William  J.  Auletta  (1)                 1,215,750             18.69%
           5581 B Coach House Circle
           Boca Raton, Florida 33486

Common     Richard  J.  Verdiramo  (2)                 100,000              1.54%
           3163  Kennedy  Boulevard
            Jersey City, New Jersey 07306

Common     Marion  H.  Verdiramo  (3)                3,400,930             39.47%
           3163  Kennedy  Boulevard
           Jersey City, New Jersey 07306

Common     All Officers and Directors
           as  a Group- Two Persons                  1,315,750             20.23%
</TABLE>

(1)     1,115,750  of the shares are issued to Small Business Development Group,
Inc., a Florida Corporation of which William J. Auletta is the sole stockholder.
(2)     President  and  son  of  Marion  H.  Verdiramo
(3)     Mother of Richard J. Verdiramo. Includes 2,000,000 currently exercisable
stock  options.

ITEM  5.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS

     The  following  table  sets  forth  the  directors  and  executive officers
of  the  Company.

Name                           Age        Position
--------------------------     ---        ----------------------------------

Richard  J.  Verdiramo          36         Director,  President,  CEO
William  J.  Auletta            59          Director,  Vice-President,  COO


BIOGRAPHIES

     Richard J. Verdiramo, 35, became President of the Company on March 1, 2000.
Prior  thereto,  he  served as a Vice-President from May 1996. Mr. Verdiramo has
experience  in  the  marketing  of consumer products and brand development. From
1988  through  1996,  Mr. Verdiramo was self-employed as a marketing consultant,
developing  marketing  programs  for various companies in a range of industries.
Mr.  Verdiramo  has  a  B.S.  degree  from  Providence  College.

     Mr.  William  J.  Auletta,  58, has served as COO and Vice President of the
Company since its inception. Prior thereto, he worked, as founder, president and
sole  stockholder  of  Small  Business  Development  Group,  Inc.,  a  marketing
consultancy,  from  1980  through  the  inception  of  the Company.  Mr. Auletta
attended  Fairleigh  Dickinson  University  and  Rutgers  University.

ITEM  6.  EXECUTIVE  COMPENSATION.

     The  following  table reflects compensation for services to the Company for
the  fiscal  years  ended March  31, 2000 and 1999 of the executive officers. No
other  executive  officer  of  the  Company received compensation which exceeded
$100,000  during  this  period.

<PAGE> 11

<TABLE>
                        Summary  Compensation  Table
-------------------------------------------------------------------------
              Annual  Compensation                 Long-Term Compensation
-------------------------------------------------  ----------------------

Name                                       Other   Restricted
and                                        Annual  Restricted Stock
Principal           Year  Salary    Bonus  Comp.   Awards
Position                   ($)       ($)    ($)    ($)
------------------  ----  --------  -----  ------  -----------------------
<S>                 <C>   <C>       <C>    <C>     <C>

Vincent L.
  Verdiramo,        2000  $    -0-    -0-     -0-               -0-
  President (2)     1999  $    -0-    -0-     -0-               -0-

William J.
  Auletta           2000  $    -0-    -0-     -0-               -0-
  COO,  VP          1999  $ 8,005     -0-     -0-          100,000

Richard J.
  Verdiramo         2000  $16,000     -0-     -0-               -0-
  VP/President(3)   1999  $25,000     -0-     -0-          100,000
</TABLE>

(1)     In December 1998 the Board of Directors issued shares under Section 4(2)
of  the  Securities  Act  to  Messrs.  Verdiramo  and Auletta for prior services
rendered  to  the  Company.  This award was valued at $20,000 per recipient. The
value  was  determined  by  applying  a  60% discount to the market price of the
shares  sold  as  a part of a 504 offering conducted in the same month, December
1998,  due  to  the  two  year  restriction  placed on these shares at issuance.

(2)     Vincent  L.  Verdiramo  retired  as  president  on  March  1,  2000.

(3)     Richard  J.  Verdiramo  became  president  on  March  1,  2000
 .

EMPLOYEE  STOCK  OPTION  PLAN

     The  Company  believes  that equity ownership is an important factor in its
ability  to  attract  and retain skilled personnel and the Board of Directors of
the  Company  intends  to  adopt an employee stock option program. The terms and
conditions  of this plan, such as the exercise price of options or the number of
options  to  be  granted under such plan have not been determined.  However, the
current  intent is not to issue options with an exercise price below fair market
value  on the date of issuance.  The purpose of the stock option program will be
to further the interest of the Company, its subsidiaries and its stockholders by
providing  incentives in the form of stock options to employees, consultants and
directors  who  contribute  materially  to  the success and profitability of the
Company.   The  grants  will  recognize   and  reward   outstanding   individual
performances  and  contributions  and  will   give  such  persons  a proprietary
interest  in  the  Company,  thus  enhancing  their  personal  interest  in  the
Company's  continued  success  and  progress.  This program will also assist the
Company  and  its  subsidiaries  in  attracting  and   retaining  employees  and
directors.





<PAGE> 12

ITEM  7.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     The  current  Board  of  Directors of the Company has adopted a policy that
Company  affairs  will  be  conducted in all respects by standards applicable to
publicly-held  corporations  and  that  the  Company  will  not  enter  into any
transactions and/or loans between the Company and its officers and directors and
5%  stockholders, unless the terms, as determined by the Board of Directors, are
110%  more  favorable  than could be obtained from independent third parties and
unless  such  transactions  are  approved  by  a  majority  of  the independent,
disinterested  directors  of  the  Company.

     The  CPM  Acquisition  Agreement  called for the Company to fund CPM in the
amount  of  $350,000, which it did.  Concurrently, management of the Company and
CPM  met  unsuccessfully  with multiple possible lending sources in an effort to
secure  additional  financing  for  CPM.  The  initial funds put into CPM by the
Company  were  unsecured  and  subject to the Chapter 11 Bankruptcy filing.  The
Company  determined to supply additional funds to CPM.  However, the funds could
not  be  secured  if  they  were  delivered  directly  to  CPM from the Company.
Accordingly,  under  advice of its bankruptcy counsel CPM sought and was granted
court  approval  to  obtain  secured  financing  from  an  affiliated party.  To
expedite  the  transfer and minimize expenses, the Company utilized ANSAM, Inc.,
an  affiliated entity owned by the Verdiramo family and controlled by Richard J.
Verdiramo,  the  President  and  CEO  of  the  Company.  Absent any other viable
alternative,  the  Company  loaned  $332,400  to  Ansam, Inc., which then passed
through  these funds directly to CPM under the direction of a court order issued
by  the Bankruptcy Court.  The court order placed Ansam's loan to CPM in a super
priority  position with the loan being collateralized by the accounts receivable
of  CPM.  Since that time, the Company has written off this loan in its entirety
due  to  management's  belief  that under CPM's Chapter 7 Bankruptcy filing, the
outstanding  receivables  to  be  collected  by  the  trustee  are  likely to be
compromised  to  a  high  degree.  Additionally  the Company's loan to Ansam and
Ansam's  loan to CPM are at a rate of 8% interest. At the time of this loan, the
Company's  management  and  the  management of CPM had been unable to secure any
other  form of financing for CPM. It was determined that if these funds were not
loaned  in  this  manner in reliance on the court order issued by the Bankruptcy
Court,  than  the operations of CPM would have ceased during the summer of 1999.
The  Company  had  no knowledge that the Court appointed Trustee would decide to
convert  CPM's bankruptcy filing from Chapter 11, which would have preserved the
business  and  the  Company's  investment,  into  a  Chapter  7  filing.

     ANSAM  is  totally  reliant  on  the receipt of funds from CPM to repay the
funds  it  borrowed  from the Company.  ANSAM has no other assets nor any active
business  operations  from  which  to  repay  this  loan. ANSAM has notified the
Company  of its inability to repay this loan, as such the entire amount has been
written  off  by  the  Company.

ITEM  8.  DESCRIPTION  OF  SECURITIES.

     The authorized capital stock of the Company consists of 5,000,000 shares of
preferred  stock, $0.001 par value and 25,000,000 shares of common stock, $0.001
par  value.  As  of  August  31,  2000  the  Company  had issued and outstanding
6,615,464  shares  of  common  stock  and  no  shares  of  preferred  stock.

     The  following  summary  description  of  the  securities of the Company is
qualified  in  its  entirety  by  reference  to  the  Articles  of Incorporation
("Articles")  and  the  Bylaws  of  the  Company,  copies  of which are filed as
exhibits  to  this  Form  10-SB.




<PAGE> 13

PREFERRED  STOCK

     The Company is authorized to issue up to 5 million shares of non cumulative
preferred  stock.  As  of the date hereof no shares of preferred stock have been
issued.  The  Board  of  Directors  has  the  authority  to set the terms of the
preferred  shares  upon their issuance such as the dividend rate, voting rights,
liquidation  value,  conversion  features,  etc.

COMMON  STOCK

     The holders of common stock are entitled to one vote per share with respect
to  all  matters required by law to be submitted to stockholders of the Company.
The  holders of common stock have the sole right  to vote. The common stock does
not  have  any cumulative voting, preemptive, subscription or conversion rights.
The  holders of common stock have a right to receive a dividend if and when such
is  declared  by  the  board.  The  election  of  directors  and  other  general
stockholder  action  requires  the  affirmative  vote  of  a  majority of shares
represented  at  a  meeting  in  which  a  quorum  is  represented.

SHARES  ELIGIBLE  FOR  FUTURE  SALE

     Of  the  6,615,464  outstanding shares of common stock of the Company as of
August  31,  2000,   approximately  4,325,700   are  free  trading  shares,  and
approximately 2,289,764 shares are restricted securities as that term is defined
in  Rule  144  adopted under the Act ("Restricted Securities"). Rule 144 governs
resales  of  Restricted Securities  for the account of any person, other than an
issuer,  and  restricted  and  unrestricted  securities  for  the  account of an
"affiliate"  of  the  issuer.   Restricted  securities   generally  include  any
securities  acquired  directly  or  indirectly  from an issuer or its affiliates
which  were  not  issued or sold in connection with a public offering registered
under  the Securities Act. An affiliate of the issuer is any person who directly
or  indirectly  controls, is controlled by, or is under common control with, the
issuer. Affiliates of the Company may include its directors, executive officers,
and  persons  directly  or  indirectly  owning  10%  or  more of the outstanding
common  stock.  Under  Rule 144, unregistered resales of restricted common stock
cannot  be  made  until  it  has  been  held  for one year from the later of its
acquisition from the Company or an affiliate of the Company.  Thereafter, shares
of common stock may be resold without  registration subject to Rule 144's volume
limitation,  aggregation,  broker  transaction,  notice filing requirements, and
requirements  concerning  publicly  available  information   about  the  Company
("Applicable  Requirements").  Resales by the Company's affiliates of restricted
and  unrestricted  common stock are  subject to the Applicable Requirements. The
volume  limitations  provide that a person, or persons who  must aggregate their
sales,  cannot, within any three-month period, sell more than the greater of (1)
one  percent of the then outstanding shares, or (ii) the average weekly reported
trading  volume  during  the  four  calendar  weeks  preceding each such sale. A
person who is not deemed an "affiliate" of the  Company and who has beneficially
owned  shares for at least two years would be entitled to sell such shares under
Rule  144  without  regard  to  the  Applicable  Requirements.

     No prediction can be made as to the effect, if any, that sales of shares of
common stock or the availability of such shares for sale will have on the market
prices  prevailing  from  time  to  time.  Nevertheless,  the  possibility  that
substantial  amounts  of  common  stock  may  be sold in the public market would
likely have a material adverse effect on prevailing market prices for the common
stock  and  could impair the Company's ability to raise capital through the sale
of  its  equity  securities.




<PAGE> 14

                                    PART  II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON STOCK AND OTHER
SHAREHOLDER  MATTERS.

     The  Company's  trading  symbol  is  "IMNI".

     To  the  best of the Company's knowledge, from March 1994 to February 1997,
no  broker-dealer  made  an  active market or regularly submitted quotations for
the  Company's  stock, and that during this period, there were only a de minimis
and  infrequent  number  of  trades and de minimis trading volume. The following
information  is  from  the  National Association of Securities Dealers Automated
Quotation  Service.


QUARTER  ENDED                HIGH               LOW
                               BID               BID
                        ---------------     ---------------

March  31,  1997        $          8.00     $          8.00
June  30,  1997         $          8.00     $          8.00
September  30,  1997    $          8.00     $          8.00
December  31,  1997     $          8.00     $          6.00

March  31,  1998        $          5.67     $          2.00
June  30,  1998         $          2.63     $          2.00
September  30,  1998    $          2.63     $          1.75
December  31,  1998     $          2.56     $          0.75

March  31,  1999        $          3.00     $          0.97
June  30,  1999         $          1.03     $          1.09
September  30,  1999    $          1.12     $          0.60
December  31,  1999     $          0.60     $          0.10

March  31,  2000        $          0.10     $          0.10
June  30,  2000         $          0.10     $          0.07


     From February 1997 through December 10, 1999 the Company's common stock was
quoted  on  the  OTC:BB.  Since then it has been quoted on the Pink Sheets.  The
bid  price  on  the Company's common stock was $0.07 per share on June 30, 2000.

     As  of  March 31, 2000 there were approximately 88 holders of record of the
Company's  common  stock.

     The  Company's  transfer  agent is Jersey Transfer and Trust Company, Inc.,
201  Bloomfield  Avenue,  Verona,  New  Jersey  07044,  (973)  239-2712.

DIVIDEND  POLICY

     The  Company has not paid, and the Company does not currently intend to pay
cash dividends on its common stock in the foreseeable future. The current policy
of  the  Company's Board of Directors is for the Company to retain all earnings,
if  any, to provide funds for operation and expansion of the Company's business.
The  declaration  of dividends, if any, will be subject to the discretion of the
Board  of Directors, which may consider such factors as the Company's results of
operations,  financial  condition, capital needs and acquisition strategy, among
others.



<PAGE> 15

ITEM  2.  LEGAL  PROCEEDINGS

     The  Company is a party to a legal action arising in the ordinary course of
business.  The  matter  in  question involves a failure to provide services. The
plaintiff  in  this matter is seeking damages in the amount of approximately six
million  dollars.  Management  has  retained the services of two independent law
firms  to  defend  this  matter  and  it is their conclusion that this matter is
totally  without  merit  and  a  motion for  summary judgement has been filed on
September,  1999.  On  March 9, 2000 the Court issued a decision in favor of the
Company's motion for summary judgement dismissing all but three of the counts in
the  complaint,  reducing  the  total  potential  damages  down to an immaterial
amount.  Management  does not expect any adverse effect on the Company to result
from  this  matter.

ITEM  3.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS.

     Williams  &  Webster,  C.P.A.,  conducted  the audit of the Company for the
years  ended March 31,  1999 and 1998.  The Company's relationship with Williams
&  Webster  ended  on July  10, 2000.  On July 12, 2000 the Company engaged Mark
Cohen,  C.P.A.  to  conduct   the  audit  for  March  31,  2000.  The  Company's
relationship  with  its  current  auditor  is  ongoing.

ITEM  4.  RECENT  SALES  OF  UNREGISTERED  SECURITIES.

     During  the  past  three years, the following transactions were affected by
the  Company  in reliance upon exemptions from registration under the Securities
Act  of  1933  as amended (the "Act").  Each certificate issued for unregistered
securities  contained  a  legend  stating  that  the  securities  have  not been
registered  under  the  Act   and  setting   forth  the   restrictions   on  the
transferability and the sale of the securities.  No underwriter participated in,
nor did the Company pay any commissions or fees to any underwriter in connection
with  any  of  these  transactions.  None  of the transactions involved a public
offering.

     In  June  1997 the Board of Directors issued 10,000 shares of common stock,
pursuant  to  Regulation  S  of  the  Securities  Act,  to  Gino  Zeppettini, as
compensation  for  services,  specifically consulting services,  rendered to the
Company  valued  at $10,000. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.
     In  June  1997 the Board of Directors issued 20,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Daniel  J. Welsh, as
compensation  for  services, specifically legal consulting services, rendered to
the Company valued at $20,000.  The number of shares issued and the value placed
on  such shares were based on negotiation between the Company and the recipient.

     In August 1997 the Board of Directors issued 31,875 shares of common stock,
pursuant  to  Regulation  S  of  the  Securities  Act,  to  Christian  Fave,  as
compensation  for  services,  specifically  consulting services, rendered to the
Company  valued  at $31,875. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  August 1997 the Board of Directors issued 2,500 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to Henry Finkelstein, as
compensation  for  services, specifically accounting services preformed by Myron
Finkelstein,  father  of  Henry,  rendered to the Company valued at $ 2,500. The
number  of  shares  issued  and  the  value  placed on such shares were based on
negotiation  between  the  Company  and  the  recipient.




<PAGE> 16

     In  November  1997  the  Board  of  Directors issued 1,000 shares of common
stock,  pursuant  to Section 4(2) of the Securities Act, to Patrick Desfosso, as
compensation  for  business  consulting services, rendered to the Company valued
at $ 1,000. The number of shares issued and the value placed on such shares were
based  on  negotiation  between  the  Company  and  the  recipient.

     In  May  1998  the  Board of Directors issued 2,000 shares of common stock,
pursuant  to  Section  4(2) of the Securities Act, to Tom Gavel  as compensation
for  services, specifically web design services,  rendered to the Company valued
at $ 2,000. The number of shares issued and the value placed on such shares were
based  on  negotiation  between  the  Company  and  the  recipient.

     In  June  1998  the  Board  of Directors issued 500 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Milton  Hinojosa  as
compensation  for  services,  specifically consulting services,  rendered to the
Company  valued  at  $  500. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  September  1998  the  Board of Directors issued 25,000 shares of common
stock,  pursuant to Rule 504 of the Securities Act, to Marjan Skubic as a direct
investment  into  the  Company. The shares were sold to Mr. Skubic for $1.00 per
share.

     In  December 1998,   the  Company  raised approximately  $970,000  in  cash
through  the  sale  of  2,000,000  shares  of  its  common  stock in an offering
conducted  under  Rule  504  of  Regulation  D.

     In  December  1998  the  Board of Directors issued 100,000 shares of common
stock,  pursuant  to  Section 4(2) of the Securities Act, to William J. Auletta,
Director,  CEO  and  Vice  President  of  the Company, as compensation for prior
services rendered to the Company valued at $ 20,000. The value was determined by
applying  a  60%  discount to the market price of the shares sold as a part of a
504  offering  conducted  in  the same month, December 1998, due to the two year
restriction  placed  on  these  shares  at  issuance.

     In  December  1998  the  Board of Directors issued 200,000 shares of common
stock,  pursuant  to  Regulation  S  of the Securities Act, to Bernard Gecker as
compensation  for  services,  specifically  consulting services, rendered to the
Company  valued  at $40,000. The value was determined by applying a 60% discount
to  the market price of the shares sold as a part of a 504 offering conducted in
the  same  month, December 1998, due to the two year restriction placed on these
shares  at  issuance.

     In  December  1998  the  Board of Directors issued 100,000 shares of common
stock,  pursuant  to  Section  4(2)  of  the  Securities  Act, to Maureen Hogan,
Secretary  of  the  Company,  as compensation for prior services rendered to the
Company  valued  at $20,000. The value was determined by applying a 60% discount
to  the market price of the shares sold as a part of a 504 offering conducted in
the  same  month, December 1998, due to the two year restriction placed on these
shares  at  issuance.

     In  December  1998  the  Board of Directors issued 100,000 shares of common
stock,  pursuant to Section 4(2) of the Securities Act, to Richard J. Verdiramo,
Vice  President  of  the Company, as compensation for prior services rendered to
the  Company  valued  at  $20,000.  The  value  was determined by applying a 60%
discount  to  the  market  price  of the shares sold as a part of a 504 offering
conducted  in  the  same  month,  December 1998, due to the two year restriction
placed  on  these  shares  at  issuance.



<PAGE> 17

     In  December  1998  the  Board of Directors issued 100,000 shares of common
stock,  pursuant  to Section 4(2) of the Securities Act, to Vincent S. Verdiramo
as  compensation  for  services,  specifically  legal  services, rendered to the
Company  valued  at  $20,000.  Mr. Vincent S. Verdiramo is the son of Vincent L.
Verdiramo,  the  Company's former president, with whom he co-founded Verdiramo &
Verdiramo,  P.A.,  the  Company's  legal  counsel.  Additionally, Mr. Vincent S.
Verdiramo  is the brother of Richard J. Verdiramo, the president of the Company.
The  value  was determined by applying a 60% discount to the market price of the
shares  sold  as  a part of a 504 offering conducted in the same month, December
1998,  due  to  the  two  year  restriction  placed on these shares at issuance.

     In  January  1999  the  Board  of  Directors  issued 4,000 shares of common
stock,  to  various employees and middle management personnel of CPM Associates,
Inc.  The  stock  was given to the employees as an indication of goodwill by the
Company  to  CPM's employees. The stock was valued, based on the market price at
the  time  of  issuance, at $1,400. This amount was not included in the purchase
price  of  CPM.

     In  March  1999 the Board of Directors issued 15,000 shares of common stock
to, pursuant to Section 4(2) of the Securities Act, Lee Lingreen as compensation
for  services, specifically consulting services,  rendered to the Company valued
at $15,000. The number of shares issued and the value placed on such shares were
based  on  negotiation  between  the  Company  and  the  recipient.

     In  March 1999 the Board of Directors issued 16,000 shares of common stock,
pursuant  to  Section 4(2) of the Securities Act, to Pompano Motor Company to be
held  as  a  part  of the lease agreement between AutoSmartUSA, Inc. and Pompano
Motor  Company for the premises occupied by AutoSmartUSA,  Inc. Said shares were
issued  in  lieu  of  rent  valued at $24,000 or $1.50 per share.  The number of
shares  issued  and  the  value  placed on such shares were based on negotiation
between  the  Company  and  the  recipient.

     In  March 1999 the Board of Directors issued 15,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Kerri  Robertson  as
compensation  for  services,  specifically  consulting services, rendered to the
Company  valued  at $15,000. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  March  1999 the Board of Directors issued 5,000 shares of common stock,
pursuant  to Section 4(2) of the Securities Act, to Mark Tihasek as compensation
for services, specifically consulting services,  rendered to the Company, valued
at $ 5,000. The number of shares issued and the value placed on such shares were
based  on  negotiation  between  the  Company  and  the  recipient.

     In  April 1999 the Board of Directors issued 30,000 shares of common stock,
pursuant  to   Regulation  S  of  the  Securities  Act,  to  Bernard  Gecker  as
compensation  for  services, specifically consulting services,   rendered to the
Company  valued at $20,000.  The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  April 1999 the Board of Directors issued 1,000 shares  of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Bruce  Hotchkiss  as
compensation for services rendered, specifically the installation of the burglar
system at the AutoSmartUSA location, to the Company valued at $1,000. The number
of  shares  issued and the value placed on such shares were based on negotiation
between  the  Company  and  the  recipient.





<PAGE> 18
     In  April  1999 the Board of Directors issued 1,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Silvia  Hotchkiss as
compensation for services rendered, specifically the installation of the burglar
system at the AutoSmartUSA location, to the Company valued at $1,000. The number
of  shares  issued and the value placed on such shares were based on negotiation
between  the  Company  and  the  recipient.

     In  April  1999 the Board of Directors issued 2,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to John F. Kenneally, as
compensation  for  services,  specifically consulting services,  rendered to the
Company  valued  at  $2,000. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  April  1999 the Board of Directors issued 5,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to  Frank  Reynolds  as
compensation  for services, specifically office renovation services, rendered to
the  Company  valued at $5,000. The number of shares issued and the value placed
on  such shares were based on negotiation between the Company and the recipient.
The  number  of  shares issued and the value placed on such shares were based on
negotiation  between  the  Company  and  the  recipient.

     In  April 1999  the Board of Directors issued 5,000 shares of common stock,
pursuant  to Section 4(2) of the Securities Act, to Robert Moser as compensation
for  services,  specifically  technology  consulting  services,  rendered to the
Company  valued  at  $5,000. The number of shares issued and the value placed on
such  shares  were  based  on negotiation between the Company and the recipient.

     In  April  1999 the Board of Directors issued 1,000 shares of common stock,
pursuant  to  Section  4(2)  of  the  Securities  Act,  to Joshua Ungerleider as
compensation  for  services,  specifically  consulting   services,  rendered  by
Granville Ungerleider, the father of Joshua Ungerleider, rendered to the Company
valued  at  $1,000.  The  number  of  shares issued and the value placed on such
shares  were  based  on  negotiation  between  the  Company  and  the recipient.

     In  June  1999 the Board of Directors issued 20,000 shares of common stock,
pursuant  to  Regulation  S  of  the  Securities  Act,  to  Domonick Roelandt as
compensation  for services, specifically public relations  services, rendered to
the  Company valued at $20,000. The number of shares issued and the value placed
on  such shares were based on negotiation between the Company and the recipient.

     In  September  1999  the Board of Directors issued 100,000 shares of common
stock,  pursuant  to Regulation S of the Securities Act, to Big Plans Investment
as  a  direct  investment  into  the  Company. The shares were sold to Big Plans
Investment  for  $0.50  per  share.

     In  September  1999  the  Board of Directors issued 10,000 shares of common
stock, pursuant to Rule 504 of the Securities Act, to DEM Consulting, Inc., as a
direct  investment  into  the  Company.  The shares were sold to DEM Consulting,
Inc.,  for  $0.50  per  share.

ITEM  5.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  145 of the Delaware General Corporation Law, as amended, authorizes the
Company  to  Indemnify   any  director  or  officer  under   certain  prescribed
circumstances  and  subject  to  certain  limitations  against certain costs and
expenses,  including  attorney's   fees  actually  and  reasonably  incurred  in
connection  with  any  action,  suit  or  proceeding,  whether  civil, criminal,
administrative or investigative, to which a person is a party by reason of being
a  director  or officer of the Company if it is determined that such person is a
party  by  reason  of  being  a  director  or  officer  of  the Company if it is
determined  that such person acted in accordance with the applicable standard of

<PAGE> 19

conduct  set  forth  in such statutory provisions.  The Company's Certificate of
Incorporation  and By-Laws extends such indemnities to the full extent permitted
by  Delaware  law.

The  Company  may  also  purchase  and maintain insurance for the benefit of any
director  or  officer  which  may  cover  claims for which the Company could not
indemnify  such  persons.

                                    PART F/S

     MARK  COHEN  C.P.A.
     1772  East  Trafalgar  Circle
     Hollywood,  Fl  33020
     (954)  922 - 6042

                         INDEPENDENT  AUDITORS'  REPORT

Board  of  Directors
Interactive  Multimedia  Networks,  Inc.

We  have  audited  the  accompanying  consolidated  balance sheet of Interactive
Multimedia  Networks, Inc. and subsidiaries as of March 31, 2000 and the related
consolidated  statements  of  income, shareholders' equity (deficiency) and cash
flows  for the year ended.  These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance   with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of Interactive
Multimedia Networks, Inc. and subsidiaries as of March 31, 2000, and the results
of its operations and its cash flows for the year then ended, in conformity with
generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 5 to the
financial  statements, the Company has experienced an operating loss that raises
substantial   doubt  about  its   ability  to  continue   as  a  going  concern.
Management's plans in regard to these matters are also described in Note 5.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.



Mark  Cohen  C.P.A.
A  Sole  Proprietor  Firm


Hollywood,  Florida
August  11,  2000



<PAGE> 20
Interactive Multimedia Network, Inc.
Consolidated Balance Sheet
March 31, 2000 and 1999

<TABLE>

                                                          2000           1999
                                                     -------------  -------------
<S>                                                  <C>            <C>
                                     ASSETS
Current  Assets
  Cash and cash equivalents                          $     10,958    $     96,802
  Accounts Receivable - net                                 6,350             -
  Inventory                                                65,470             -
  Other Current Assets                                     28,400         103,124
                                                     -------------  -------------
     Total current assets                                 111,178        199,926

Property and equipment, net                               112,733         79,301
Other assets                                               15,962        120,781
                                                     -------------  -------------
              TOTAL ASSETS                                239,873        400,008
                                                     =============  ==============

                       LIABILITIES AND SHAREHOLDER'S EQUITY

Current  Liabilities
  Accounts payable                                        117,005         18,377
  Other current liabilities                                28,484          9,870
                                                     -------------  -------------
     Total current liabilities                            145,489         28,247

Other Liabilities (principally related parties)           189,819            -

Shareholder's  Equity
  Preferred Stock, $.001 par value;
     authorized 5,000,000 shares:
     issued and outstanding none in 2000 and 1999             -              -
  Common Stock, $.001 par value; authorized
     25,000,000 shares; issued and outstanding
     6,615,464 in 2000 and 6,440,464 in 1999                6,615          6,440
  Paid in Capital                                       1,931,926      2,174,501
  Subscription Receivable                                     -         (656,560)
  Common Stock options; 2,000,000 issued
     and outstanding                                      330,000        330,000
  Deficit accumulated during the
     development stage                                 (2,363,975)    (1,482,620)
                                                     -------------  -------------

     Total Shareholder's Equity/(Deficit)                 (95,434)       371,761

     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY      $    239,873   $    400,008
                                                     =============  =============
</TABLE>




Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.

<PAGE> 21
Interactive Multimedia Network, Inc.
Consolidated Statement of Income
For the years ended March 31, 2000 and 1999


<TABLE>
                                                             Years Ended
                                                  ---------------------------------
                                                   March 31, 2000    March 31, 1999
                                                  ---------------   ---------------
<S>                                               <C>               <C>

Revenue                                           $      870,805    $      991,968

Cost of Revenue                                          622,993            73,401
                                                  ---------------   ---------------

Gross Profit                                             247,812           918,567

Operating  expenses:
  Marketing                                              242,318           618,715
  Consulting services                                     96,800           213,647
  Rent                                                    65,313            16,611
  Payroll and related benefits                            76,027               -
  Selling, general and administrative expenses           387,416           135,988
                                                  ---------------   ---------------
     Total operating expenses                            867,874           984,961

Loss before other income (expense)                      (620,062)          (66,394)

Other  income  (expense):
  Interest income                                            -                  64
Interest expense                                          (8,239)              -
Loss on investment in Temporary
  Business Acquisition                                  (253,054)         (129,854)
                                                  ---------------   ---------------
     Total other income (expense)                       (261,293)         (129,790)

Net Loss                                                (881,355)         (196,184)
                                                  ===============   ===============

Basic weighted average common
  shares outstanding                                   6,498,957         5,555,589
                                                  ===============   ===============

Basic Loss per common share                       $        (0.14)   $        (0.04)
                                                  ===============   ===============

</TABLE>









Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.

<PAGE> 22
Interactive Multimedia Network, Inc.
Consolidated Statement of Shareholders' Deficit
March 31, 2000 and 1999

<TABLE>
                                                                                                                       Total
                     Preferred Stock                                                         Receivable                Share-
                  ---------------------            Common Stock                              Shares                    holders
                         Par             -------------------------------- Paid-in    Stock   Sub-                      Equity/
                  Shares Value   Amount  Shares      Par Value   Amount   Capital    Options scription    Deficit      Deficit
                  ------ ------- ------  ---------- ---------- ---------- ---------- ------- ---------- ------------ -----------
<S>               <C>    <C>     <C>     <C>         <C>       <C>        <C>        <C>     <C>        <C>          <C>
Balance,
  April 01, 1998     -   $  -    $   -    5,757,964  $  0.001   $   5,758 $1,298,683      -  $     -   $(1,286,436) $   18,005
September 1998 -
  Issuance of common
  Stock at $1.00 per
  share for services                          2,500      0.001          2       2498      -        -           -         2,500
September 1998 -
  Issuance of common
  Stock at $1.00 per
  share for services                         25,000      0.001         25     24,975      -        -           -        25,000
December 1998 -
  Issuance of
  common stock at
  minimum value of
  $0.20 per share
  for services                              600,000      0.001        600    119,400      -        -            -      120,000
December 1998 -
  Capital Stock
  Reorganization                         (2,000,000)     0.001     (2,000)  (328,000) 330,000      -            -          -
December 1998 -
  Issuance of
  common stock at
  $0.50 per share
  for cash and notes                      2,000,000      0.001      2,000    998,000      -   (656,560)         -      343,440
Issuance of common
  Stock at par value
  in acquisition of
  bankrupted subsidiary                       4,000      0.001          4         (4)     -        -            -          -
March 1999 - Issuance
  of common stock at
  $1.00 per share
  for  services                              35,000      0.001         35     34,965      -        -            -       35,000
March 1999 - Issuance
  of common stock at
  $1.50 per share
  in settlement of
  office rent agreement                      16,000      0.001         16     23,984      -        -            -       24,000
Net loss year ended
 March 31, 1999                                 -          -          -          -        -        -       (196,184)  (196,184)
                  ------ ------- ------  ---------- ---------- ---------- ---------- ------- ---------- ------------ -----------
Balance at
  March 31, 1999     -       -      -     6,440,464        -        6,440  2,174,501 330,000  (656,560)  (1,482,620)   371,761
August 1999 -
  Issuance of common
  stock at $0.50 per
  share for cash                            110,000     0.001         110     54,890     -         -            -       55,000
August 1999 -
  Issuance of common
  stock at $1.00 per
  share for services                        65,000      0.001          65     64,935     -         -            -       65,000
December 1999 -
  Record receipts
  and write off
  uncollectable
  subscription
  receivable                                   -          -           -     (30,000)     -      656,560         -      626,560
March 31, 2000 -
  Write off
  Receivable
  due from
  Ansam, Inc., a
  related  party                               -           -          -    (332,400)     -          -           -     (332,400)
Net loss year
ended March 31, 2000                           -           -          -         -        -          -      (881,355)  (881,355)
                  ------ ------- ------  ---------- ---------- ---------- ---------- ------- ---------- ------------ -----------
Balance, ending
 March 31, 2000     -            $   -    6,615,464            $    6,615 $1,931,926 330,000        -    (2,363,975)    (95,434)
                  ======         ======  ==========            ========== ========== ======= ========== ============ ===========
</TABLE>
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.

<PAGE> 23
Interactive Multimedia Network, Inc.
Consolidated Statement of Cash Flows
For the years ended March 31, 2000 and 1999

<TABLE>
                                                             Years Ended
                                                  ---------------------------------
                                                   March 31, 2000    March 31, 1999
                                                  ---------------   ---------------
<S>                                               <C>               <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:

    Net Income (Loss)                              $    (881,355)   $     (196,184)
Adjustments to reconcile net income (loss)
 to net cash used  in  operating  activities:
   Depreciation and amortization                          20,577            12,106
   Issuance of stock for services                         65,000           181,500
   Loss on investment in Temporary
     Business Acquisition                                253,054           129,854
   Accrued interest - Shareholders loan                   13,819               -
Changes in Operating assets and liabilities:
   Accounts Receivable                                    (6,350)              -
   Inventory                                             (65,470)              -
   Other Current Assets                                   74,724          (103,124)
   Other Assets                                          104,819
   Accounts Payable and Accrued Liabilities              117,242             1,206
                                                  ---------------   ---------------
      Net cash provided by/(used in)
        operating activities                            (303,941)           25,358

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:

Purchase of Property and equipment                       (54,009)          (57,892)
Loss on write-off of related party - Ansam, Inc.        (332,400)              -
Loss on investment in Temporary
  Business Acquisition                                  (253,054)         (249,637)
                                                  ---------------   ---------------
      Net cash provided by/(used in)
        investing activities                            (639,463)         (307,529)

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:

Proceeds  from:
Notes payable, principally related parties                   -               4,770
Share subscriptions collected                            626,560               -
Loans from Shareholders                                  176,000               -
Issuance of stock                                         55,000           368,440
                                                  ---------------   ---------------
      Net cash provided by/(used in)
        financing activities                             857,560           373,210
                                                  ---------------   ---------------
Net increase (decrease) in cash and
  cash equivalents                                       (85,844)          91,039
Cash and cash equivalents, beginning of period            96,802            5,763
                                                  ---------------   ---------------
Cash and cash equivalents, end of period          $       10,958    $       96,802
                                                  ===============   ===============
</TABLE>
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.

<PAGE> 24
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION

     Interactive  Multimedia  Network, Inc. (the "Company") was organized in the
State  of  New  Jersey  on  March  04,  1994  and reincorporated in the State of
Delaware on June 13, 1995.  The Company's primary business activity is marketing
through  multiple  media  channels  for  the  purpose  of  facilitating  on-line
purchases  of  a  variety  of  products  and  services.

     The  Company  has  three  subsidiaries:   AutoSmart  USA,  Inc.,  a  Nevada
corporation  and  AutoSmart  USA  Leasing,  Inc.,  a  Florida corporation, which
operate  in  tandem  the  vehicle  sales  operations  of the Company.  The third
subsidiary, CPM Associates Holding Corp., is a New Jersey corporation.

     Interactive  Multimedia  Network, Inc. prepares its financial statements in
accordance  with  generally  accepted  accounting  principles.   This  basis  of
accounting  involves  the   application  of  accrual  accounting;  consequently,
revenues  and  gains  are  recognized  when  earned, and expenses and losses are
recognized  when incurred.  Financial statement items are recorded at historical
cost  and  may  not  necessarily  represent  current  values.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation

     The  consolidated  financial statements include the accounts of the Company
and all of its wholly-owned subsidiaries.  All significant intercompany accounts
and  transactions  have  been  eliminated  in  consolidation.

The  consolidated  financial  statements  do  not  include  the  accounts  of  a
subsidiary  which  at  December  31,  1999  filed  Chapter 7 with the Bankruptcy
Courts,  since  control  was  temporary.

Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Certain  amounts  included  in  the financial statements are
estimated  based on currently available information and management's judgment as
to the outcome of future conditions and circumstances.  Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used  in the preparation of financial statements and actual results could differ
from  the  estimates  and  assumptions.  Every  effort  is  made  to  ensure the
integrity  of  such  estimates.

Fair  value  of  Financial  Instruments

     The  carrying  amounts  reported  in  the  balance  sheet for cash and cash
equivalents,  accounts  receivable,  other  receivables,  accounts  payable  and
accrued  expenses  and  other  liabilities approximate fair value because of the
immediate  or  short-term  maturity  of  these  financial  instruments.

Inventories

     Inventories  are  stated  at  the lower of cost or market determined by the
LIFO  method  and  specific  identification.
<PAGE> 25
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued):

Property  and  Equipment:

     Property  and  equipment  are stated at cost less accumulated depreciation.
Depreciation  is  computed  using  the  straight-line  method over the estimated
useful  lives  when  the  property  and  equipment  is  placed  in  service.

                                                      Estimate Useful Life
                                                          (In  Years)
          Furniture  and  fixtures                            7
          Equipment  &  Vehicles  .                           5
          Computer  Equipment  &  Software                    3

     Leasehold  improvements  are amortized over their estimated useful lives or
the  estimated useful lives of the leasehold improvements, whichever is shorter.
     The  cost  of  fixed  assets  retired  or  sold,  together with the related
accumulated   depreciation,  are   removed  from   the  appropriate   asset  and
depreciation  accounts,  and  the  resulting  gain  or  loss  is included in net
earnings.  Maintenance  and  repairs  are  expensed  as  incurred.

Revenue  Recognition

     Revenues  are  derived  principally  from  services  and commissions in the
internet  marketing  arena  and  sales  or commissions from the sale or lease of
vehicles  from  dealers who have agreed to provide these vehicles to the company
and  its  customer.

Recent  Accounting  Pronouncements:

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 130,
"Reporting  Comprehensive  Income,"  was  issued  by  the  Financial  Accounting
Standards  Board  (FASB) in June 1997.  This Statement establishes standards for
the  reporting  and   display  of  comprehensive   income  and  its  components.
Comprehensive income including, among other things, foreign currency translation
adjustments  and  unrealized gains and losses on certain investments in debt and
equity  securities.  This  Statement  is  effective for fiscal periods beginning
after  December  15,  1997.  The  Company  does  not expect the adoption of this
statements  to  have  a material impact on its financial condition or results of
operations.
     In  June  1997,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting Standards Board (SFAS) No. 131, "Disclosure
about  Segments  of  an  Enterprise  and  Related  Information."  This Statement
establishes  standards  for  reporting  information  about operating segments in
annual  financial  statements,  and  requires that an enterprise report selected
information  about operating segments in interim reports issued to shareholders.
This  Statement  is  effective  for  fiscal periods beginning after December 15,
1997.  The  Company  does  not  expect the adoption of this statements to have a
material  impact  on  its  financial  condition  or  results  of  operations.
     In  June  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards Board (SFAS)  No. 133, "Accounting
for   Derivative  Instruments   and  Hedging  Activities."   This  new  standard
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  It  requires  that  entities  recognize all derivatives as
either assets or liabilities in the consolidated balance sheet and measure those
instruments  at  fair  value.

<PAGE> 26
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued):

Earnings  Per  Share  of  Common  Stock
     Basic  earnings  (loss)  per  share  is computed using the weighted-average
number of common shares outstanding during the period.  Options and warrants are
not  considered  since considering such items would have an antidilutive effect.

Statement  of  Cash  Flows
     For  purposes  of  the  statement  of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or less to be
cash  equivalents.

NOTE  3  -  DETAILS  OF  FINANCIAL  STATEMENT  COMPONENTS

Property  and  Equipment:                    2000              1999
                                      ----------------   ----------------
Furniture  and  Fixtures              $        11,090    $         6,307
Equipment                                      20,849             13,446
Computer  Equipment                            56,816             29,312
Software                                      202,859            199,564
Website                                        53,250             53,250
Leasehold  Improvements                        11,025                -
                                      ----------------   ----------------
                                              355,889            301,879
Less:  Accumulated  depreciation              243,156            222,578
                                      ----------------   ----------------
     Property  and  equipment,  net   $       112,733    $        79,301

NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES

Leases:
     In  February  1999,  the  Company entered into an agreement to lease office
space for AutoSmart  USA, Inc.  The initial term of the lease is for three years
expiring  in  February 2002 with a renewal option for an additional three years.
The  monthly  base  rent  amount  is  $6,000.

Litigation:
     The  Company is a party to a legal action arising in the ordinary course of
business.  Management  has retained the services of two law firms to defend this
matter and it is their conclusion that the matter is totally without merit and a
motion  for  summary  judgement  has been filed.  Management does not expect any
adverse  effect  on  the  Company  to  result  from  this  matter.

NOTE  5  -  GOING  CONCERN

     The  accompanying  financial  statements  have  been  prepared assuming the
Company  will  continue  as a going concern.  The company reported net losses of
$881,355  and $196,184 for the years ended March 31, 2000 and 1999 respectively.
Management  anticipates that an additional investment of several million dollars
will  be  needed  to develop an effective sales and marketing program before the
organization  will generate sufficient cash flow from operations to meet current
operating  expenses  and   overhead.  Management  has  continued  to  develop  a
strategic  plan  to develop a management team, maintain reporting compliance and
seek  new  expansive  areas  in  marketing   through  multiple  media  channels.
Management  intends to seek new capital from new equity security issuance's that
will provide funds needed to increase liquidity, fund internal growth, and fully
implement  its  business  plan.

<PAGE> 27
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  6  -  TEMPORARY  BUSINESS  ACQUISITION

     On  January  02,  1999,  the  Company, through its subsidiary CPM Holdings,
Inc., acquired 80%  of the common stock of Contracting, Planning, and Management
Associates, Inc. ("CPM"), a wood products manufacturer located in Brentwood, New
Hampshire.  The  transaction,  which  was  to  be  accounted  for as a purchase,
involved  the  payment  of $50,000 in cash to CPM's shareholders in exchange for
stock.  As  part  of  the  transaction,  the Company obligated itself to provide
working  capital  financing of $350,000 to CPM.  As part of the acquisition, the
Company  acquired  property and equipment with a fair value of $729,119 which is
equivalent  to the book value of the assets in CPM's records.  These assets will
be  depreciated over lives of five to thirteen years.  The Company also acquired
control  of  inventory, receivables and other current assets valued at $336,454.
     On  January  08,  1999, CPM (the "Debtor") filed petitions for relief under
Chapter  11 of the federal bankruptcy laws in the United States Bankruptcy Court
for the District of New Hampshire.  Under Chapter 11, certain claims against the
Debtor  in  existence  prior to the filing of the petitions for relief under the
federal  bankruptcy  laws  are  stayed  while  the  Debtor  continues  business
operations  as  Debtor-In-Possession.
     The  activities  of  the Company and CPM are not consolidated for the years
ended March 31, 2000 and 1999 since the control of CPM was never achieved due to
the  January  08,  1999  Chapter  11 filing and the subsequent conversion by the
bankruptcy  court  to  a  liquidation  under Chapter 7 of the Bankruptcy Code in
December  1999.
     Other  than  the  original investment of $50,000, the Company had loaned an
additional  $332,909  as  of  December 31, 1999.  This loan was to have interest
paid  at  8%.  No  interest  has  been  accrued  as of March 31, 2000 due to the
uncollectibility  from the court imposed liquidation of CPM.  At March 31, 1999,
the Company reduced its investment in the temporary controlled subsidiary with a
charge to loss on investments in the amount of $50,000 for the stock investment.
At March 31, 1999 the Company also reduced its notes receivable balance due from
CPM  by  $79,854  which  represented 40% of the outstanding balance.  Due to the
subsequent  conversion  by the bankruptcy court to a liquidation under Chapter 7
of  the  Bankruptcy  Code  in  December  1999,  the  Company  reduced  its notes
receivable  balance  at March 31, 2000 due from CPM to zero by charging $253,054
to  loss  on investments since the likelihood of collection  from CPM is remote.
     CPM received additional loans in the amount of $332,400 form Ansam, Inc., a
corporation  controlled  by  the  Verdiramo  family  (See  Note  7).

NOTE  7  -  RELATED  PARTY  TRANSACTIONS

     The  Company  has been involved in periodic transactions, whereby money has
been advanced to the former President of the Company and the former President of
the Company has advanced money to the Company.  As of March 31, 2000 the Company
was  obligated  to  the  former  President  for  a  total  of  $2,870.
     The Company routinely sends funds to Small Business Development Group, Inc.
a corporation owned solely by William J. Auletta.  These funds are reimbursement
of administrative expenses paid by Small Business Development Group on behalf of
Interactive  Multimedia  Networks,  Inc.
     Legal  services to Interactive Multimedia Network, Inc. have been performed
by  Verdiramo  & Verdiramo, P.AThis professional association is owned by Vincent
L.  Verdiramo,  the former President of Interactive Multimedia Network, Inc. and
his  son Vincent S. Verdiramo.  Verdiramo & Verdiramo, P.A. is providing limited
use  of office space to Interactive Multimedia Networks, Inc. with no charge for
rent.



<PAGE> 28
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  7  -  RELATED  PARTY  TRANSACTIONS  (continued):

     In  December  1999  the  Company  loaned $332,400 to Ansam, Inc., an entity
controlled  by  the Verdiramo family.  The purpose of this loan was for Ansam to
loan  funds  to Contracting, Planning and Management Associates, Inc.("CPM"), an
entity which Interactive Multimedia Networks, Inc. acquired temporary control in
January  1999  due  to  CPM filing a petition for relief under Chapter 11 of the
federal  bankruptcy  laws in the United States Bankruptcy Court for the District
of  New  Hampshire.  In  December  1999,  the  Bankruptcy  Court  converted  the
bankruptcy  to  a liquidation under Chapter 7 of the Bankruptcy Code.  Ansam has
notified  Interactive  Multimedia  Networks,  Inc. of its inability to repay the
loan since it has not collected the funds necessary and considers the likelihood
of  collection from CPM are remote.  At March 31, 2000, the entire receivable of
$332,400  due from Ansam, Inc. has been written off and treated as a dividend to
affiliate  and  applied  against  paid  in  capital.
    The  Company  has  received  loans and advances from stockholders during the
year.  These  transactions  are  in  the  form of unsecured demand loans bearing
interest  of  8% per annum.  The balance due at March 31, 2000 is $189,819 which
includes  approximately  $7,500  accrued  interest  on  these  loans.

NOTE  8  -  STOCKHOLDER'S  EQUITY

Preferred  Stock
     The  company  has  5,000,000  shares of preferred stock with a par value of
$0.001,  which  to date have never been issued.  The preferred stock contains no
voting privileges and is not entitled to accrue dividends or convert into shares
of  the  Company's  common  stock.

Common  Stock
     During  the  period  ending  March  31,  1999, the Company issued 2,000,000
common  stock  shares  under  Regulation  D, Rule 504 at $0.50 per share.  These
2,000,000  common  stock shares were not the same shares returned to the Company
by  Marion  Verdiramo, nor did Marion Verdiramo participate in the Regulation D,
Rule  504  offering (See Note 9).  Another 25, 000 common shares were issued for
cash  at  $1.00  per share and 637,500 common shares were issued for services at
values  of  $0.20  to  $1.00  per  share.  The  Company valued these services at
$157,500.  The  Company also issued 16,000 common shares for prepaid rent valued
at  $24,000  for  its  new  subsidiary,  AutoSmart USA, IncAs part of the failed
acquisition  of  CPM, the Company had issued 4,000 shares of common stock for no
additional  value.
     As  of  March  31, 1999, outstanding stock subscriptions resulting from the
Regulation  D, Rule 504 issuance totaled $656,560 and were secured by the common
stock.  During  the year ended March 31, 2000, $626,650 was collected from these
subscriptions  and  $30,000 was deemed uncollectible and charged against paid-in
capital.
     In  August  1999,  the  Company  issued  110,000 shares of common stock for
$55,000 in cash.  Also in 1999, the Company issued 65,000 shares of common stock
in  exchange  for  services  valued  at  $65,000.

NOTE  9  -  OPTIONS  AND  WARRANTS

     In  December  1998,  Marion  Verdiramo, a related party, returned 2,000,000
shares  of common stock to the Company as part of a capital restructuring and in
return  received  2,000,000 common stock options at $0.10 per share which can be
exercised  any  time  during  the  subsequent  three  years.  This  exchange was
believed  to  be  beneficial to the Company as it reduced its outstanding float.
These options were valued at $330,000 based upon the minimal value of the common
stock  at  the  time  of  the  options'  issuance.
<PAGE> 29
INTERACTIVE  MULTIMEDIA  NETWORKS,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  2000  AND  1999

NOTE  9  -  OPTIONS  AND  WARRANTS  (continued):

Marion  Verdiramo  has  never been an employee, officer, director or independent
consultant  for  the  Company.  Marion Verdiramo converted a loan to the Company
for  2,000,000  shares  of  restricted common stock.  Subsequently, those shares
were  never  freed  from  restrictive  legend  and  returned  to  the  Company.

NOTE  10  -  INCOME  TAXES

     The  Company did not provide any current or deferred United States federal,
state  or  foreign  income  tax  provision  or  benefit for the period presented
because  it  has  experienced operating losses since inception.  The Company has
provided  a  full  valuation  allowance  on  the  deferred tax asset, consisting
primarily  of net operating loss carryforwards, because of uncertainty regarding
its  realizability.











































<PAGE> 30
     PART  III

ITEM  1.  INDEX  TO  EXHIBITS.

3.1     Certificate  of  Incorporation  and  Amendments  thereto.*
3.2     By-laws  and  Amendments  thereto.*
4.1     Common  Stock  Certificate*
10.1    CPM  Associates,  Inc.  Acquisition  Agreement  December  1999*
16.1    Letter  on  change  of  certifying  accountant*
21.1    Subsidiaries  of  the  registrant*
23.1    Consent of accountant
27      Financial  Data  Schedule
_______________
*  Previously  filed

ITEM  2.     DESCRIPTION  OF  EXHIBITS.

The  Exhibits  required  by  this  item are included as set forth in the Exhibit
Index.

     SIGNATURES
     ----------

In  accordance  with  Section  12  of  the  Securities Exchange Act of 1934, the
Registrant  caused this registration Statement to be signed on its behalf by the
undersigned  thereunto  duly  authorized.

     INTERACTIVE  MULTIMEDIA  NETWORK,  INC.



Date:  September  29,  2000              /s/Richard  J.  Verdiramo
                                         ------------------------------------
                                         Richard J. Verdiramo,  President,
                                         CEO  and  Director

Date:  September  29,  2000             /s/William  J.  Auletta
                                         ------------------------------------
                                         William  J.  Auletta,  VP,  COO
                                         and  Director























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